We regularly provide advice to commercial and investment banks as well as financial institutions with regard to credit, debt, restructuring, syndicated financing, re-financing projects, and corporate. We also provide advice in matters of regulatory compliance and corporate governance.
Zaka, Kosta & Memishaj shpk acts as legal adviser for Alpha Bank Albania sh.a, as well as assists, on a case by case basis, several other commercial banks and financial institutions on key projects and issues, legal representation before the courts, etc.
Zaka, Kosta & Memishaj shpk represents both creditors and debtors in financial restructurings, workouts, bankruptcy cases, and other matters involving financially distressed transactions.
We offer outstanding expertise in this field due to our long practice of law in fields that are closely related to bankruptcy, such as: M&A, litigation, banking law, and labour law. In addition, added value is brought by the experience and professional skills of Av. Kosta, who has contributed to the drafting of the new bankruptcy law and its sublegal acts.
Corporate and M&A
We act as general counsel for businesses, representing them in all aspects of corporate life, from establishment and daily operation throughout their corporate development. We provide consulting for relationships with domestic and international customers, suppliers, agents and distributors.
We provide advice to businesses: whether in their capacity as purchaser or as target companies, on transactions related to structuring, mergers and acquisitions, joint ventures, leveraged buyouts and equity investments, as well as all the relevant procedures for the notification and/or registration of the transactions with the regulatory agencies.
We provide advice on a broad range of contractual issues, drafting and negotiating all types of agreements, business transactions and operations. We provide advice on sale and purchase agreements, distribution, supply, manufacturing, and supply of services, standard contractual terms, telecommunications, franchising, advertising, marketing, agency, intellectual property, sponsorship and more. We also advise clients on customs, export and import regulations, and other issues of trade regulation.
In collaboration with Patton Boggs LLP (Washington, D.C., USA) and KBC (UK), we have advised the Albanian Government throughout the year-long process to privatize 85% of Albania’s national oil refining and wholesale company (ARMO sh.a). The Share Purchase Agreement, worth 128.75 million Euros, was ratified by the Albanian Parliament on September 18, 2008 and the transaction successfully closed on December 2008.
We advised the Turkish conglomerate, Calik Holding in its successful 120 Million Euro bid for the acquisition of 76% of the shares of Albania’s national telecommunication operator, Albtelecom sha, through an Open International Tender privatization procedure. We carried out the Due Diligence Report for Albtelecom and its subsidiary Eagle Mobile, and successfully negotiated the Share Purchase Agreement with the Government of Albania, which was ratified by the Albanian Parliament in June 2007.
Further, we have acted as legal advisor for several companies operating in various sectors and industries (e.g. financial institutions, production of raw materials, trade and distributions, telecommunications, energy, etc.) during their merger and acquisition transaction, such as Landeslease, Italcol, Al Grosso Serbia d.o.o., CT Telecom.
Zaka, Kosta & Memishaj shpk’s attorneys manage several companies that operate in real estate sector. We act as legal advisors of two leading companies in the trade and distribution sector, AGNA sh.a. and ALFA sh.a.
We provide advice on matters related to the application of domestic competition law and we also address competition related issues in various M&A transactions. We represent clients faced with potential investigations or seeking redress against anti-competitive practices, before the domestic regulatory authorities and courts in national jurisdictions.
We cover a complete range of litigation at national levels and of all subject matters, whether of civil or administrative judicial review, as well as before national arbitration tribunals. Our professionals have successfully represented a case in front of ECHR (Memishaj vs. Albania), which has set a precedent in the enforcement of final judgement in Albania. We are advising an international client, ENEL SPA, on aspects of Albanian legislations, for purposes of their international arbitration proceedings.
We take pride in our firm’s expertise and in-depth knowledge of litigation and arbitration proceedings, which is, amongst other things, due to the measurable contributions of Av. Kosta, one of the best Albanian experts on civil law and civil procedure law. Av. Kosta is one of best known and strongest litigation attorneys in Albania, with an outstanding reputation among clients and peers, thanks to his 25 years of experience as a judge and his exceptional analysing and logical reasoning skills.
We have extensive experience with energy projects in sectors such as: oil and gas exploration and exploitation, oil refining, mining, mineral enrichment, construction and operation of energy facilities through a variety of acquisition projects, concessions, license agreements, financing, and re-financing projects.
We provide highly specialised legal services in both procedural and legal matters related to public works, supplies and services, as well as Public Private Partnerships (PPPs). We are involved in negotiating and structuring PPP Projects, advising on compliance with procurement procedures and public contracts, and representing clients in risk evaluation, regulatory compliance, bidding and contract performance disputes before awarding authorities and courts.
Our firm has acted as legal adviser for an international client and has successfully conceived, drafted and submitted all the necessary legal and technical documentation necessary for the filing of an unsolicited proposal with the Albanian government, for the implementation and concession of the National Fuel Marking Project in the Republic of Albania. We regularly advise the concessionary company established in Albania for the purpose of implementation of National Fuel Marking Project in Republic of Albania.
We have been engaged in important energy projects, such as advisers of ENEL SPA in the bidding process for the privatization of the 76% of the shares of Albanian Power Distributor Operator, a subsidiary of Albanian Power Corporation, advisers of Electrabel Suez, a major international group, in its energy projects in Albania and advisers of state owned, Greek Public Power Corporation, and its subsidiary PPC Renewables, in their energy projects in Albania, and advised Compagnie Nationale du Rhone, a leading French power corporation, in its projects for Hydro Power Plants in Albania.
We have acted as legal adviser for Albanian and foreign companies operating in the mining industry in Albania, on various matters related to regulatory compliance, licensing, etc.
We regularly advise local companies that operate HPP-s, in bidding procedures, negotiations of BOT agreements, financing, construction, energy project implementation, regulatory compliance, etc.
At Zaka, Kosta & Memishaj shpk we fully consider the client’s particular circumstances and identify the approach best suitable, whether they are planning to enter in a prenuptial agreement, to end a marriage, co-habitation, or child related issues. We assist our clients both in negotiations and/or in litigations procedures. Our aim is to guide the client through difficult times with sensitivity, care, and commitment.
Zaka, Kosta & Memishaj shpk is highly specialized in family law matters as well as others, due to the valuable contributions of Av. Zaka, who has extensive knowledge in this area of law and holds the title of Doctor of Family Law.
We provide legal counsel with regard to licensing, registration, transfers of ownership, work permits, investigations, disciplinary proceedings, and other regulatory matters for the companies operating in this industry. We also provide advice on the structuring of major transactions, in order to ensure mitigation of risks and in obtaining necessary approvals by the regulatory agencies, and advise these companies on general practices such as: corporate, labour and employment, real estate, tax, intellectual property, and litigation.
We have acted as legal adviser for the Italian company Lottomatica SPA and the American company Gtech Coorporation, in their bidding procedures for the Albanian national lottery licence.
We also advise clients that are interested in entering this market.
Industrial and Intellectual Property
We advise on matters related to Industrial and Intellectual Property Law. Areas where the firm is active: patents, trade-marks, domain names, copyright, design rights, database rights, data protection and confidential information.
We provide advice on all legal issues arising out of employment. We represent clients on labour and employment issues in litigation in all court instances. We advise on tax, corporate and regulatory employment related issues, drafting employment contracts between companies and senior executives, data protection regulatory compliance, etc.
Legislation and Training
Experts of Zaka, Kosta & Memishaj shpk have contributed in preparation and drafting of several laws and codes in Albania, in force today, such as the Family Code, Civil Procedure Code, Labour Law, Bankruptcy Law, and the package of 15 new laws related to the Justice Reform in Albania. Further, the experts of Zaka, Kosta & Memishaj shpk, are authors of several text books for the Albania School of Magistrates, commentary books and are continuously involved in trainings, seminars, and workshops for judges, magistrates, court administrative professionals, and other legal proffesionals. They have also conducted studies which analyze different aspects of the legislation in Albania.
Public Procurement and PPPs
We provide highly specialised legal services in both procedural and substantive matters related to public works, supplies and services, as well as Public Private Partnerships (PPPs). We advise on compliance with procurement procedures and public contracts, and represent clients in disputes, whether before awarding authorities or courts, on various matters such as regulatory compliance, bidding and contract performance, etc.
We have acted as legal advisers in various procurement procedures, for projects in the field of energy, telecommunication, gambling, etc.
We assist local and international clients in their transactions in the real estate sector and provide a highly specialized legal expertise in both standard and complex transactions. Our professionals manage many companies operating in this sector and we regularly assist with transactions such as: acquisition and dispositions projects, financing, construction projects, etc. Our professionals have assisted World Bank in: matters related to real estate, certification of property titles, urban law and regulations, construction and expropriation.
We advise clients across a wide range of tax related issues including: review of contractual clauses related to taxation, VAT, employment related taxes, taxation considerations in M&A transactions, real estate investment, construction projects, tax related litigation, etc.
We take a proactive approach to tax advice, committing to solving challenges before they become problems and we continuously monitor the legal legislation in order to help our clients achieve their objectives, minimize risks, and maximize tax efficiency.
We have extensive experience in telecommunication field and provide advice to suppliers, service providers, operators, especially in regulatory matters, commercial agreements, procurement contracts and procedures, software and hardware licenses, financing, insurance, etc.
We have advised Albtelecom, Eagle Mobile, ZTE Albania shpk/ZTE Corporation China, TCI International Inc., in matters related to telecommunication laws in Albania.