Boteva & Kantutis Law Office Newsletter May 2015
Public Offering of Securities Act
The new amendments to The Public Offering of Securities Act were promulgated with State Gazette No. 34 as of 12th of May 2015.
They are in connection with the recent amendments to The Ownership and Use of Agricultural Land Act, adopted with State Gazette No. 14 as of 20th February 2015. The legal possibilities for foreign individuals and legal entities to acquire agricultural land in Bulgaria have been reduced. The prohibition has been imposed on:
– Bulgarian companies having as shareholders, directly or indirectly, companies registered in jurisdictions with preferential tax regime (the jurisdictions with preferential tax regime (off-shore zones) are defined in the Bulgarian Corporate Income Tax Act);
– Bulgarian companies having as shareholders, directly or indirectly, foreign individuals who are not nationals of EU / EEA Member State, or respectively having as shareholders foreign entities, which are not registered in an EU / EEA Member State;
– Joint stock companies registered in Bulgaria which have issued bearer shares.
There were serious objections against the law by the business organizations in the country with the argument that the public companies do not have a mechanism to control the owners of the issued bearer shares. This fact forced the legislator to amend The Public Offering of Securities Act and to exclude the public companies from the scope of application of The Ownership and Use of Agricultural Land Act.
The Markets in Financial Instruments Act
On 12 May 2015 in State Gazette issue 34/2015 were also published the latest amendments to The Markets in Financial Instruments Act. The main purpose of the amendments was the transposition of Directive 2013/36/EU on access to the activity of credit institutions and the prudential supervision of credit institutions and investments firms (Capital Requirements Directive IV or CRD IV) and creation of conditions for applying Regulation 575/2013 on prudential requirements for credit institutions and investment companies (CRR IV) as regards investment intermediary activities.
New detailed requirements have been adopted regarding the organizational structure of the investment intermediaries aiming at more efficient control over their managing bodies and their activities.
A special new chapter in the law provides for rules about the competences of The Financial Supervision Commission for disclosure of information on the investment intermediaries’ capital adequacy. The Commission shall also be entitled to publish results of stress-tests completed in this regard.
In our commitment to render best possible business solutions Boteva & Kantutis provides a regular update for clients and other interested parties on legal and business activities in Bulgaria.