Mr. Karabelov’s practice focuses on corporate and commercial law, IPOs and capital markets, equity investments, competition law, tax law, etc.
He is among the chief legal advisers of large-scale businesses and economic groups on expansion, reorganisation, funding and regulatory matters, both of strategic and day-to-day nature.
Mr. Dimitar Karabelov has participated in a number of M&A and investment projects either on the investor’s or on the seller’s side. He is a team leader in various equity and venture capital transactions involving seed capital investors and start-up companies in Europe, South America and Asia.
Mr. Karabelov is a major expert in a number of IPOs, providing legal advice on the incorporation and legal compliance to different types of capital and financial market players, such as investment intermediaries, alternative investment funds, insurance brokers, financial institutions, etc.
In those projects he leads and coordinates the provision of a full-range legal advice on the entire process, including on tax matters, regulatory regimes, due diligence, drafting of corporate and contractual documents, competition clearance, execution of agreements and monitoring their due performance – post-transaction liability, utilisation of guarantees, implementation of escrow mechanisms, registrations in various registers with respect to transferred tangible and intangible assets. The legal advice on the projects normally involves the engineering of complex corporate structures, multi-level transactions, participation in or leading multiple-jurisdiction legal teams, complex negotiations in a highly dynamic, demanding and competitive environment.
Corporate and M&A experience:
– Engineered the overall strategy, structure and implementation plan for two consecutive overall restructurings of the business of one of the biggest distributors in Bulgaria over a period of several years, including implementation of comprehensive corporate analysis, tax analysis, minimising risks related to the involvement of third parties, accounting-related legal aspects, competition analysis of risks in the field of concentration of undertakings, etc.;
– Participated in the legal team that structured the EUR 200 million sale of a business of nation-wide importance, conducting also the subsequent negotiations, drafting documents, etc.
– Participated in the legal team for structuring the EUR 40 million M&A deal for sale of a major Bulgarian wholesaler;
– Participated in the structuring and initial negotiations for the EUR 100 million transfer of a major facility in Sofia;
– Advised on the participation in a public procurement procedure at the indicative value of EUR 100 million;
– Legal consultant in a EUR 85 million M&A transaction regarding the sale of an agricultural investment fund possessing 200 000 m2 of agricultural land and the related business;
– Legal consultant in a number of equity investment transactions of an equity fund, the total value of the projects being above EUR 4 million;
– Advises a multi-national holding structure based in the Baltic region and Bulgaria with regard to the establishing and day-to-day operations of its business.
Competition law experience:
– Advises a major Bulgarian economic player on various competition matters arising in its day-to-day operations in a strictly regulated sector involving a large number of competition issues to be analysed and addressed;
– Assisted an international biotechnology company with regard to the preparation of a legal analysis concerning prohibited agreements, vertical agreements, selective distribution and abuse of dominant position;
– Advised one of the largest and leading wholesalers in Bulgaria on the competition and retributive effects of certain clauses in its contracts in the light of the legal framework and the practice of the competition authorities in the field of prohibited agreements.
Tax law experience:
– Legal consultant of a major economic group with regard to VAT and corporate taxation, advising it on its tax planning approaches;
– Provides assistance to Baustoff and Metal Marsil OOD with regard to specific taxation issues in decapitalisation, withholding tax over dividends, as well as applying rules for concealed distribution of profit;
– Represents a company specialising in PR services before the Sofia City Administrative Court in a procedure against the National Revenue Agency regarding a refusal of tax deduction of EUR 50 000 under the Value Added Tax Act;
– Successfully represented a company specialised in metal casting before the Sofia City Administrative Court in a procedure against the National Revenue Agency regarding a refusal of tax deduction of EUR 100 000 under the Value Added Tax Act;
– Participated in the team that provided comprehensive legal advice on a huge natural gas distribution project involving an in-depth analysis of corporate and tax legislation, and the Bulgarian and EU sector specific regulations on natural gas business, storage, transportation, and distribution infrastructure.
Capital markets experience:
– Assists a major economic player with regard to its transformation into a public company as well as all formalities related to the listing of the company on the Bulgarian Stock Exchange;
– Assists a group of Spanish investors in the first licensing of an Alternative Investment Fund Manager within the Bulgarian Financial Supervision Commission;
– Consulted a local operator the establishment and registration of a local Alternative Investment Fund (AIF) and an AIF manager;
– Acts for a foreign investor with regard to the registration of a chain of insurance brokers that shall operate on the territory of the entire EU on the basis of the “single passport” terms;
– Engineered a complex corporate scheme involving different types of financial market players and providing a portfolio of possibilities for foreign investors.
Mr. Karabelov is a member of Sofia Bar Association.
He is excellent in English.