Legal Services

Frost & Fire Consulting’s corporate lawyers have participated in many important business and financial transactions in Albania and throughout the world. Their collective experience spans all stages of the journey of a business entity. We have advised and assisted: sellers and buyers with acquisitions, dispositions, or investments; underwriters and issuers with IPOs or bond offerings; corporate clients’ boards on a broad array of corporate governance best practices; international clients on various cross-border transactions; private equity clients with strategic acquisitions and investments; or large public companies in restructuring and multibillion dollar gas transshipment agreements. Our team could help with corporate and business transactions in any of areas set out below.

Antitrust

Whether you are considering a new business transaction, or your day-to-day business encounters potential antitrust issues, our team can work with you from the outset to assess antitrust implications and structure transactions to preemptively avoid or address any potential issues. Our diverse expertise and substantial experience enable us to provide our clients with practical solutions (including proper risk allocation), assist in ongoing compliance and, when necessary, negotiate minimally intrusive remedies with enforcement authorities.

Banking and Finance

Members of our team have worked both with borrowers and major financial and international lending institutions such as JPMorgan Chase, Credit Suisse, Goldman Sachs, World Bank, IMF, EBRD, etc., assisting them with credit agreements, leveraged and investment-grade acquisition financings, asset-based financings, leveraged spin-offs, and other complex international multijurisdictional financings. In addition, we have worked with many of the local banks and other clients to assist them with various credit facilities, project financing and syndicated deals. We have the necessary expertise to assist our clients with all their banking or financing needs.

Corporate Governance

Although this arena might be in its adolescence in Albania and the region, corporate governance issues are increasingly important. As the market matures, corporate boards face the need for professional advice to handle risk management, disclosure, compliance, fact-finding for potential violations, responses to governmental authorities, and a litany of other difficult governance issues. In assisting our clients with these issues, our team members draw from their experiences in working with the boards of major local and international companies such as: the supervisory board of the Albanian Power Distribution and Supply Company; the board of the Albanian Transmission System Operator; the supervisory board of Albtelecom; the supervisory board of Albpetrol; the board of directors of the National Natural Resources Agency; and the boards of international giants such as Time Warner, Inc.

Dispute Resolution

Despite the notable increase in quality and professionalism among the ranks of the Albanian judiciary in recent years, judicial proceedings in the Albanian court system can be lengthy, tenuous, cumbersome, and unpredictable. While judicial reform remains a high priority in the domestic legislative agenda, it will take some time for the Albanian court system to become truly sophisticated, professional and independent from any outside influence. Considering the current pitfalls of the domestic judicial system, we advise our clients to consider litigation as a means of last resort and prioritize Alternative Dispute Resolution. However, if and when litigation becomes necessary, Frost & Fire aggressively and qualitatively protects and defends our clients' interest at all levels of the dispute resolution hierarchy. We assist in:

Mediation
Arbitration
Administrative proceedings
Civil litigation
Land property rights and related disputes

Due Diligence

Our team can offer top-quality due diligence services in all the required aspects of business transactions. We have considerable experience with very complex transactions, and members of our team have led large diligence teams for a multitude of national and international clients.

Environmental Law

Environmental matters are increasingly intricate, and if they are not handled properly, they may bring financial and reputational havoc on a company. Albania has recently passed legislation on the protection of the environment based on the "polluter pays" principle in line with European Union legislation. Some of the most significant provisions concern environmental impact assessments, the permission regimes for usage of some types of resources, restrictions on the use of natural resources in view of preserving the ecological balance, and Aarhus convention compliance requirements, etc. Drawing from our diverse and complementary experiences in this area of the law, our team can assist clients on a full range of environmental matters and related compliance that arise in business transactions..

EU Legislation Approximation

Membership in the European Union (EU) has been a priority for all post-communist Albanian governments. In March 2020, the members of the European Council endorsed the decision to open accession negotiations with Albania and currently the European Commission has started the screening process. As part of its obligations under the Stabilisation and Association Agreement, Albania has been undergoing a process of approximation of its national legislation with the acquis communautaire of the European Union. Approximation of legislation in the EU context refers to the process of aligning national legislation with the EU acquis with the ultimate goal of the transposition and implementation of the entire acquis communautaire as a condition for membership. The experience of our team combines a deep knowledge of legislative drafting encompassed with a keen propensity for institutional and capacity building. Members of our firm have participated in the approximation process with respect to various areas of legislation, including with respect to the company law, VAT law, excise law, etc. Their involvement in this area encompasses the entire spectrum, including identification of gaps and noncompliance in national legislation and the EU acquis, drafting of proposals for the necessary changes, analyzing the legal impact of the approximation process, and preparing the necessary timelines for its implementation. Therefore, in the area of approximation of the national legislation with the EU acquis, Frost & Fire Consulting can:

Provide policy advice on the process of approximation to EU legislation and guidance to the relevant authorities on a mechanism of review of Albanian legislation vis-à-vis EU acquis approximation;
Develop a needs assessment in the relevant area, analyze key documents, identify gaps with regard to EU legislation and best practices, and provide relevant advice;
Provide assistance with the process of approximation of legislation and convergence with the EU acquis as per the established priorities;
Provide advice on enhancing the tools of coordination among state institutions responsible for the area in question;
Advise the relevant authorities on preparing for future EU technical assistance through developing internal strategies and policies;
Advise the beneficiaries on applicable policy-monitoring systems and processes;
Advise the beneficiary on identifying and accessing the appropriate EU assistance instruments to support the implementation of reform policies;
Ensure commitment to project activities and follow-up to the provided advice;
Ensure effective cooperation with other advisors in the area, as well as coordination with other relevant EU actors;
Ensure that the management and reporting timelines are adhered to and that outputs/results are delivered on time.

Intellectual Property

Frost & Fire Consulting represents clients with their most challenging intellectual property issues, covering a broad range of activities. Since IP issues often arise in connection with other practice areas (such as M&A, Antitrust etc.), our team provides advice on the full range of intellectual property law, including:

• Trademarks
• Trade secrets
• Copyrights
• Patents
• Industrial design
• Licensing, merchandising and branding
• Domain names
• Data protection
• IP Audits and Due Diligence

We are particularly well versed in intellectual property transactions, including drafting and negotiating various intellectual property agreements, and protecting clients' interests in related dispute resolutions if necessary.

Frost & Fire Consulting members have considerable experience in trademark protection. They have assisted clients with trademark protection in over fifty countries via the World Intellectual Property Organization procedures, as well as directly at the national level of several countries. Our trademark related services include availability research (through national and international trademark databases), filing of national and international trademark applications and follow-up procedures, organizing and preparing oppositions against identical or similar trademarks, trademark preservation (preparing renewal requests and payment of obligatory fees), trademark owner name/address changes, and recording of trademark licenses.

We also assist and represent clients in all procedures related to patent law, including filing of national and international patent applications and follow-up procedures at the national and/or international levels, patent preservation (payment of renewal fees), owner name/address changes and recording of licenses. In addition, our partners are continuously involved in assisting clients in the negotiation of licensing agreements, software evaluation agreements, proof of concept agreements and many other instruments designed to protect copyrighted material and other intellectual property of our clients.

Given our firm’s intellectual property expertise, Frost & Fire Consulting is well equipped to handle any of your IP related needs, no matter how challenging or complex.

International transactions

In an increasingly global economy, our corporate lawyers advise clients on a wide range of international transactions, including cross-border mergers and acquisitions, private equity deals, international capital markets, and other cross-border financings, including IPOs, bond offerings, and bank financings. We have particular expertise in public international law, as well as international trade issues pertaining to Southeastern Europe and beyond, involving multiple jurisdictions, including maritime-related issues (e.g., maritime delimitation of the territorial sea or continental shelf in the Adriatic and Ionian seas).

Labor Law

A company should comply with labor laws and regulations not only because people are an organization’s most important asset but also because non-compliance can result in liabilities and public relations issues. The members of our firm have extensive experience as both legal advisors and practitioners in the employment regulations space. Our employment law services include the following areas:

Contracts, Policies and Procedures. Preparation and/or review of offer letters, employment agreements, independent contractor and/or consulting agreements, personnel policies and procedures, handbooks, protection of confidential information and trade secret agreements and compensation agreements and any other workplace related memorandums or documents. Provision of training on these policies in order to ensure managers and employees understand and implement policies and procedures correctly.

Legal Compliance. External review of workplace policies, procedures and practices to determine compliance with Albanian Labor Code, Social Security, Health and Safety and other applicable laws. Internal workplace investigations relating to whistleblower and workplace misconduct allegations.

Employment-related litigation. Assist with unionizing activities, dealings with works councils at all levels, collective bargaining, interpretation of work rules, industrial disputes, strikes and lockouts.

Expatriate Services and Executive Transfers. Provision of end-to-end advice, from obtaining work and residency permits to sorting out employment agreements, social security requirements, tax equalization and other issues.

Employee Benefits and Compensation.Design and implementation of all types of employee benefits and compensation programs, including pay-grades, incentives and variable remuneration plans, profit sharing plans and equity based compensation programs, such as stock options, stock purchasing and others.

Workforce Restructuring.Advice at all stages of reductions in workforce from planning to the implementation of notices and separation agreements. (For non-legal restructuring services, please visit our Organization Development service line.)

Transactions. Advice on employment-related aspects of mergers and acquisitions, spin-offs and divestitures, post-acquisition integrations of newly acquired businesses, as well as outsourcing or other specific arrangements. Employment related due diligence for all types of corporate transactions.

Mergers and Acquisitions

We advise on a full range of merger and acquisition transactions in a wide variety of industries. Members of our team have assisted various clients with mergers, acquisitions, divestitures, joint ventures, and spin-offs such as the multibillion dollar spin-off of Time Warner Cable from Time Warner Inc. in the United States or the spin-off of three different companies from the Albanian Power Company.

Procurement

Our team members hold a wealth of experience with a variety of public institutions' procurement and selection processes. We are intimately familiar with preparation and submission of tender documents for various types of procurement procedures, whether in accordance with the Albanian public procurement rules or those of international financial institutions (such as the World Bank, the European Bank for Reconstruction and Development, the European Investment Bank, etc.).

Private Equity

Throughout their career, Frost & Fire Consulting team members have worked with a number of well-established international private equity firms such as Ripplewood Holdings, Apollo Global Management, Lindsay Goldberg, AP Alternative Assets LP, among others, assisting with many aspects of transactional work, including the purchase and sale of their portfolio assets, leveraged buyouts, and novel transactions (such as the reorganization of private equity funds in public companies and their subsequent listing in Euronext, Brussels). We have also helped international funds operating regionally with novel transactions in the local market.

Real Estate

The experience of our members in the real estate sector encompasses a broad range of real estate transactions, including real estate fund offerings, portfolio acquisitions, and joint ventures, as well as more traditional real estate development, purchase, sale, financing, and restructuring transactions. Our partners have worked with local and international clients, such as the Morgan Stanley Real Estate Funds and O'Connor Capital Partners. Locally we have worked with Albania’s top developers as well as large land owners, representing them in negotiations for various important developments throughout Albania.

Securities

While the capital market in Albania and the region is still in its infancy, established and visionary businesses are increasingly realizing the potential of such transactions. Because of our extensive international experience in the most developed capital markets, assisting issuers and underwriters in all types of global offerings (including initial public offerings, corporate bond offerings, private placements, and offerings of securities collateralized by assets), Frost & Fire Consulting is fully prepared to assist Albanian and regional business as they embark on this path.

Tax

Members of our firm have extended experience with all aspects of tax laws from the legislative process to their execution and applicability to business transactions. Our team can help design tax-efficient structures for mergers, spin-offs, joint ventures, private equity acquisitions, or real estate transactions as well as ensure compliance with tax legislation and implementing regulations. We provide ongoing consultancy and advisory services to our clients regarding the impact of fiscal legislative changes and the implementation of treaties for the avoidance of double taxation concluded by Albania. We also aid during tax audits conducted by tax authorities and in preparation of administrative tax appeals, and we also offer advice related to customs procedures and the fiscal regime related to the protection of local and foreign investments as well as interpretation of legal acts related to the taxation of corporations or individuals.

legal services