BULGARIA Law and Practice Contributed by: Yordan Naydenov, Mihail Vishanin and Hristian Gueorguiev, Boyanov & Co.
ney for voting in the General Meeting of a public company must be express, be given in view of a specific meeting and have the contents provided by the law. Reauthorisation of a third person with the rights granted, as well as non-compliance with the mandatory requirements, would make the power of attorney null and void. The public company may pose additional formal require - ments to the authorisation, such as notarisation of the signatures under the power of attorney. The public company must provide a template of the written power of attorney on paper or electronically, where applicable, together with the materials for the General Meeting. A person willing to represent a shareholder/shareholders holding more than 5% of the voting rights in a public company must publish an offer in a cen - tral newspaper and send the offer to each share - holder to whom it is addressed. The offer must Bulgarian law allows a squeeze-out right to any person that acquires, whether directly, through related parties or indirectly, more than 90% of the votes in the General Meeting of a public company. Such person has the right to register a tender offer for purchase of the shares held by the rest of the shareholders. If such person fails to register a tender offer within 14 days after the acquisition of 90% of the votes in the Gen - eral Meeting, such person is obligated to notify the shareholders, the regulated market and the Financial Supervision Commission of such person’s intention to register a tender offer at least three months in advance. A special case of squeeze-out mechanism is applied when a person that, as a result of a tender offer, acquires directly, through related parties or indirectly at least 95% of the votes in the General Meeting of a public company. In such case, such person has the right, within three months of the term of have content predetermined by law. 6.10 Squeeze-Out Mechanisms
the tender offer, to purchase the voting shares from the remaining shareholders that did not accept the tender offer. The proposed purchase must be approved by the Financial Supervision Commission. 6.11 Irrevocable Commitments In Bulgaria, in practice, irrevocable commit - ments to tender or vote are seldom obtained from principal shareholders in a company. How - ever, there are sound legal and corporate strat - egy arguments for obtaining such commitments. Takeover bids, whether mandatory or voluntary for the other shareholders in public companies, must be registered with the Financial Supervi - sion Commission. The tender offer is effected through an investment firm, using the opportu - nities for remote acceptance of the tender offer through the central securities depository. Once a tender offer is registered with the Commis - sion, it may be published, unless the Commis - sion issues a temporary prohibition within 20 business days. Any failure of the Commission to deliver a decision within the said term of 20 business days is presumed to be tacit approval of the tender offer concerned. On the day of the registration, the bidder is obligated to submit the offer that has been made to the management body of the public company subject to the ten - der offer to the representatives of its employees or, where there are no such representatives, to the employees themselves, as well as to the reg - ulated market on which the shares in the relevant public company are traded. Any such notices must expressly state that the Commission has not yet issued a decision on the tender offer. If the Commission does not issue a final prohi - 7. Disclosure 7.1 Making a Bid Public
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