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DLC – Countdown 5 – Vertical in the spotlight: Agency (Dual Role agents) (EN)

“VERTICAL” IN THE SPOTLIGHT: AGENCY (“DUAL ROLE” AGENTS) GETTING READY FOR 1 JUNE 2022 AND EUROPEAN COMPETITION RULES CHANGE   WHAT? Over the past few years, a trend has been noticeable toward a commercial strategy combining agency and distribution models. In particular, depending on the products or customers involved, a business partner is sometimes requested by the same supplier to act as both its independent distributor and its commercial agent. Such business partners are often referred to as “dual role” agents. Let us make things concrete. A supplier of cooking appliances relies on independent distributors for the distribution of the … Continue reading →

DLC – Countdown 4 – Vertical in the spotlight: Agency (definition and temporary transfer of ownership (EN)

“VERTICAL” IN THE SPOTLIGHT: AGENCY (DEFINITION AND TEMPORARY TRANSFER OF OWNERSHIP)  GETTING READY FOR 1 JUNE 2022 AND EUROPEAN COMPETITION RULES CHANGE   WHAT? In the previous DLC countdown, it was highlighted that EU competition law applies a particular definition of agency. Not every agent in the sense of commercial or business law will be treated as an agent for EU competition law purposes. The agency test under EU competition law is met if the agent assumes no or only insignificant risks associated with the agreements concluded or negotiated on behalf of the principal. If the agency test is met, … Continue reading →

DLC – Countdown 3 – Agency – Legal Test (EN)

AGENCY (LEGAL TEST)  GETTING READY FOR 1 JUNE 2022 AND EUROPEAN COMPETITION RULES CHANGE   WHAT? The particular nature of agency agreements triggers the application of a specific competition law regime. This regime is based on a split between (i) the role assumed by the agent acting as an intermediary of the principal (i.e. where he is trying to secure transactions for the principal) and (ii) the position of the agent as a provider of agency services to principals (i.e. where he seeks appointments as an agent). With regard to the second aspect, the agent acts as an undertaking that … Continue reading →

DLC – Countdown 2 – Distribution Agreements (EN)

“VERTICAL” IN THE SPOTLIGHT: OVERVIEW OF DISTRIBUTION SYSTEMS  GETTING READY FOR 1 JUNE 2022   WHAT? Before diving into the individual restrictions of competition that typically appear in vertical agreements, it is useful to first focus on the main types of distribution systems. Such types include exclusive distribution, non-exclusive or free distribution, selective distribution, franchising and agency. Suppliers can opt for a single system that covers the entire EEA, but may also combine distribution systems. This is for instance the case where a supplier applies non-exclusive distribution in certain parts of the EEA and selective distribution in other parts. An … Continue reading →

DLC – Countdown 1 – European competition rules about to change 01 June 2022 (EN)

EUROPEAN COMPETITION RULES RELATING TO DISTRIBUTION, AGENCY AND SUPPLY AGREEMENTS ABOUT TO CHANGE  COMMENCEMENT OF DLC COUNTDOWN NEWSLETTERS GETTING READY FOR 1 JUNE 2022   WHAT? No business wants to run the risk that its distribution, agency or supply agreements (also known as “vertical agreements”) are found to be unlawful and invalid. Even worse, no business wants to be trapped by a competition authority and pay fines or be sued by its clients for private damages because of such unlawfulness. Compliance with competition law is key and the only sensible way forward. The most efficient way to secure the validity … Continue reading →

EU Blue Card for Highly-Qualified Foreign Employees

One of the options for work and stay in Bulgaria available to highly-qualified nationals of non-EU Member States is the so called EU Blue Card which represents a single employment and residence permit. The EU Blue Card is issued by the “Migration” Directorate of the Bulgarian Ministry of Interior after the foreign national has obtained a permit for highly-qualified employment in Bulgaria from the Bulgarian Employment Agency and a long-term stay visa type “D” or a continuous residence permit issued on another ground. Permit for Highly-Qualified Employment The application for a permit for highly-qualified employment is submitted with the Employment … Continue reading →

Establishment of a Branch in Bulgaria

Setting up a Bulgarian branch by a foreign company is one of the legal forms for establishment of a business presence in Bulgaria. Usually the branch office is considered to be an alternative to being a (sole) shareholder of a Bulgarian company. The Bulgarian branch office is not a separate legal entity but a part of the foreign company. As a result, share capital of the branch is not required and the foreign company is liable for the liabilities incurred by the branch. Legal Representative of the Bulgarian Branch Though the Bulgarian branch office is not a separate legal entity … Continue reading →

Copyright in works created by assignment under Bulgarian Law

Article 42 of the Bulgarian Copyright and Neighbouring Rights Acts (CNRA) regulates the creation of works by assignment in Bulgaria.  It provides as follows: *** “(1) The copyright created under assignment vests in the author of the work unless else is agreed in the assignment contract.  (2) If else is not agreed the assignor is entitled to exploit the work without the author’s permission and for the purposes for which its creation was assigned.” *** A question that brings about most controversy in the legal practice and doctrine is what “unless else is agreed” means.  That question has not been … Continue reading →

Enforcement of Arbitral Awards Issued by Bulgarian Arbitration Tribunals/arbiters

General Comments As the popularity of alternative dispute resolution (legal arbitration and legal mediation) in Bulgaria grows, the need for raising the awareness of the validity and enforceability of the acts issued as a result of such procedures becomes obvious. This brief article is aimed at outlining the steps for enforcement of arbitral awards issued by a domestic (i.e. Bulgarian) arbitration tribunal or arbiter in Bulgaria. Enforcement of foreign arbitral awards is regulated by the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards and will be subject of a different publication. Although obtaining a favourable arbitral … Continue reading →

Seconding Employees Abroad

A general principle of the Bulgarian labour law related to the secondment of employees from Bulgaria is the prohibition of a unilateral amendment by the employer of the employment agreement, a substantial element of which is the place of work. However, the nature of the employment or the needs of the employer sometimes require a temporary cross-border relocation of an employee to a subsidiary or affiliated company of the same group in another country, or to a client in the context of cross-border provision of services. This is commonly known as “posting” or ”secondment” and leads to a temporary change … Continue reading →