In today"s global economy the small Albanian market is becoming a substantial part of the regional SEE market, and as such antitrust and competition issues are affecting evermore our jurisdiction. In addition, the Stabilization and Association Agreement (SAA) aiming to the Albanian EU integration has focused the attention of the authorities to take necessary measures to guarantee a free market.

Investors doing business or planning to do business in Albania, count on our extensive experience to combine their global compliance requirements with the local practice and to effectively guide their deal through antitrust and competition issues.

In particular, we provide comprehensive advice and counseling to allow our clients to structure their deals, commercial strategies and behaviors in compliance with local antitrust rules.

We assist our clients during the exemption and pre–merger notification procedures in front of the Albanian regulator. We have proven expertise in providing assistance in all matters of antitrust and competition law. Some of the services rendered by the firm in this field include:

•    Merger Control
•    Joint - Ventures
•    Cartels
•    Distribution
•    IPRs
•    Abuse of Dominant Position

HM&H constantly provides top quality service to its clients across many business sectors, in transactions involving technology transfer, in proceedings before the merger control and transaction approval authorities. Additionally, we counsel and assist clients involved in cross industry investigations or in a dominant market position.

Some of the services rendered by the firm in this field include:

•    Transaction approvals and pre – merger notifications;
•    Structuring of business behaviors;
•    Drafting of competition Business policy;
•    Drafting of joint - venture agreements;
•    Development of distributorship structures;

HM&H"s has and currently represents a diverse array of commercial banks, insurance companies, public and private pension funds, finance companies in a wide range of financing transactions. A major component of our practice is the advice on secured and unsecured transactions such as syndicated loans; commercial loans; project financings; letters of credit and other credit instruments;
 
In addition to the above, we advise banking and financial institutions in different regulatory and commercial issues at local level. Our expertise allows us to advise both financial institutions and corporate borrowers in every aspect of loan transactions, which may include single bank loans and credit facilities, bilateral loans, syndicated loans, revolving loans, letter of credit facilities etc.

As the insurance industry has become global, the consolidation of international groups with local insurers has become evident for the Albanian insurance sector as well. With year 1996 as a starting point, the Albanian small private insurance market is currently controlled by international groups, and the government is resolute in the privatization of the state owned insurance company.

Our insurance practice has been very active in representing local participants in the industry and international newcomers. Our attorneys have devoted their time to handling merger and acquisition engagements in the insurance industry. The firm has represented all parties — acquiring companies, target companies and their boards of directors, investment banking firms and financial advisers — in structuring negotiated deals such as mergers, stock purchases and asset acquisitions.

We have also handled numerous local and regional regulatory matters for insurance companies, as well as local and international insurance and reinsurance disputes.

HM&H represents its clients in the following matters:

•    Bank Lending;
•    Security instruments and guarantees;
•    Regulatory and operational issues for financial institutions/ insurance companies
•    Investment funds, pension funds and other financial service providers;
•    Local Project Finance;
•    Real Estate Finance;
•    Mortgage Finance;
•    Venture capital and private equity;


HM&H has an extensive practice in local project finance. HM&H pioneered the construction of the first wind farm project in Albania on a “BOOT” (Build-Own-Operate-Transfer) basis. We also represent several clients in energy and infrastructure concession projects.

HM&H has been recognized by the 20th Anniversary Edition of the IFLR1000 as Recommended Firm and part of World"s Leading Financial Law Firms.

Corporate law is one of the main practice areas at Hoxha, Memi & Hoxha. HM&H has provided a broad range of corporate and commercial counseling to small and large domestic and international corporations. HM&H has assisted them on the choice of the appropriate corporate structure based on the specifics of the Albanian market and taking into account client’s specific organizational, business and fiscal needs. We have served as general counsels for corporations and represented them in all aspects of their corporate life – ranging from the establishment of the local entity, the day – to day corporate compliance counseling,  to the creation of complex corporate structures. Our corporate practice is broad and often intersects with closely related practices – particularly with Tax, M&A and Competition.

HM&H is involved in all aspects of corporate governance, including director remuneration and liability. We represent corporations in structuring their capitalization and in ongoing corporate financing transactions, by utilizing a wide range of debt and equity instruments.

Our firm is constantly engaged in different types of corporate transactions – mergers, acquisitions, joint - ventures, as well as equity investments. We also counsel businesses in connection with their ongoing contractual relationships with domestic and international customers, suppliers, and distributors.

Our knowledge of the main international corporate governance issues and extensive experience in the Albanian corporate law has been recognized by the Albanian government and international organizations as the World Bank, IFC, USAID and GTZ. Our attorneys have been called to become part of the legal team for the conduct of the legal reform in the Albanian business registrant and company law.

Local employment issues in today"s economy are becoming evermore sensitive for the global decisions of multinational corporations. We assist our clients in swiftly facing and solving employment issues that may impact productivity and undermine the workplace.

Each business organization is uncial, and therefore we tailor our counseling accordingly for large and small organizations, taking into account also the cultural background of employment issues.

Attorneys of the firm that deal with our employment issues provide a broad array of legal services on employment compliance, remuneration, immigration, social security and employment healthcare maters . In particular, we advise our clients on:
    * General employment advice
    * Drafting of employment documents (individual and collective agreements, employment rules, handbooks and other internal HR rules)
    * Employee hiring, firing and layoff procedures
    * Due diligence in employment issues
    * Executive compensation & employee benefits
    * Corporate transactions & employee transfers
In addition to the above, our employment and immigration attorneys focus their efforts on providing individualized attention to our client expatriates immigration needs, and we assist them on a wide range of immigration matters. Part of the services rendered for this are includes the advice and assistance on:

    * Procedures for the issuance of working visas for all levels of employees
    * Complying with work and residency permit requirements the transfer of executives management and specialized personnel
    * Taxation matters for expatriate remunerations

Our energy, utility & infrastructure practice offers market-leading experience in Albania. We have advised clients on legal matters related to project structuring and development, project financing, government regulation, construction and other contract issues.

We pay a special attention to the assistance of clients operating in the utilities and infrastructure sectors. Our energy & utility practice is composed by proactive and vibrant attorneys, representing a selection of representative clients in crucial transactions for the Albanian market.

The attorneys of our energy practice have expertise in the electric power sector, both conventional and renewable; HM&H has worked on transactions and projects in complex matters such as:
•    Electric Power generation projects (Hydropower Plants, Wind Farms)
•    Electric Power transmission projects, wholesale market transactions, and regulatory energy law 
•    Oil and gas 
•    Telecommunications, including wireless and landlines
•    Construction and engineering 
•    Transportation (including road and harbor projects) 
•    Mining and metals 

In recent years, the firm has handled an increasing number of deals related to wind farm projects, thus making HM&H the pioneer law firm for renewable energy in Albania.

Our energy & utility team is strongly supported by corporate team with regard to identification of the appropriate corporate structures for the implementation of the utility / infrastructure projects as well as for the assistance of the clients on in site commercial matters.

HM&H provides step-by-step assistance to its clients during all stages of the administrative process of obtaining energy permits and of the implementation of energy projects in Albania. We advise clients in negotiation of energy related agreements, and in energy regulatory issues.

Our clients include project developers, equipment manufacturers, construction companies, industrial companies. Our Energy-related services include:
•    Energy permits/concessions procedures;
•    Advice on Governmental/Regulatory issues;
•    Corporate structuring;
•    Commercial and construction documents;
•    Permitting and environmental procedures;
•    Preparation of Bidding documents and RFPs

The services rendered by our attorneys in relation to infrastructure projects range from the advice in administrative procedures, including public procurement bid procedures and concession procedures organized as by state or local authorities, as well as tender offers for the purchase of state assets in the course of privatization proceedings. Some of the main services HM&H offers in this area include:

•    Advice on public procurement procedures;
•    Procedures for the issuance of trade licenses;
•    Advice on concessions procedures;
•    Assistance in the preparation of the public procurement and/or tender offers;
•    Assistance related to public supply or concession agreements;
•    Due diligence and assessment of the status of the asset/activity to be purchased/obtained under concessions.

According to Chambers and Partners ratings, HM&H’s team is “absolutely deserving of praise”

In addition to our core general practice in corporate and commercial law, HM&H is recognized as having a solid intellectual property practice. We assist clients operating among others in advertising, publishing, broadcasting, telecommunications, e-commerce and Internet, and help them address issues such as copyright, trademarks, false advertising, patent, trade secrets and unfair competition.
 
Attorneys of our IP team regularly advise clients on the commercial use of their intellectual property through licensing, merchandising and other applications, as well as guide them through the local IP aspects of mergers and acquisitions, and other corporate and finance transactions. In addition, we counsel clients in IP aspects of privacy and data protection laws, advertising, distribution, and branding strategies.

Our lawyers are licensed attorneys for the registration of Trademarks/Industrial Designs/Appellations of Origin with the Albanian Trademark and Patent Office, and as such together with the counseling services, we assist our clients during the registration procedures for the establishment of their intellectual property in Albania. In particular, our team provides comprehensive legal support and representation in proceedings before the Albanian Patent and Trademark Office and handle all aspects of IP matters, including issues related to:

•    copyright ownership, claims and liabilities, enforcement, new technologies, software etc.
•    patent / utility models rights, ownership, claims and liabilities, enforcement etc.
•    trademarks / industrial designs / appellations of origin ownership, rights and liabilities, enforcement etc.
•    IP registration procedures
•    IP contracts, licensing and franchising
•    Know - How / Trade Secret
•    Internet and e-commerce


We assist clients during the negotiation and preparation of IP license agreements, business franchise arrangements, IP clauses of employee agreements, publishing and other agreements. We additionally advise clients on the establishment of trade secret programs, including employee procedures as well as related policies.

HM&H has a solid practice in advising its clients in data protection matters, Internet related matters, domain name grabbing, anti-piracy, cyber-squatting, privacy issues and e-commerce.

HM&H IP practice includes also IP litigation, and we have successfully represented clients in different copyright, trademark, patent, unfair competition matters.

According to Chambers and Partners ratings, our IP team “has earned a reputation as one of the emerging players in the Albanian IP arena”.

Legal audits and legal due diligence are related to several of our main areas of practice. We provide our clients with legal audits and due diligence investigations in relation to all of the above areas, in order to assess the compliance of specific transactions with Albanian laws and regulations. The audits include the company’s structure, operation and liabilities, the status of commercial licenses, the status of movable and immovable assets, real estate or receivables, the status of investment financing, etc.

The close cooperation of our attorneys with tax, financial, and accounting consultants enhances our expertise in offering the above mentioned services. The gathering of this professional expertise creates the synergies necessary to offer a broad array of comprehensive and cost-efficient quality advice to our clients.

Our team has been trusted by international corporations, local investors, commercial and investment banks, insurance companies etc. for the structuring and implementation of their local and regional transactions. We have taken care of domestic and cross-border M&A transactions, joint ventures and equity investments in several industries such as insurance and banking sector, real estate development, telecommunications etc.

With extensive experience in M&A, our team has the necessary knowledge and ability to assist the client in choosing the moats convenient way through the deal. Our team advises the client from several viewpoints, combining our corporate and M&A knowledge with our tax and competition expertise.

We make available to our clients a wide range of creative solutions and assist them during due diligence and regulatory approvals, particularly from the competition authority.

We have assisted our clients in several transactions, such as:

Part of our M&A services include:
•    Public and Private Mergers;
•    Privatizations;
•    Domestic Transactions;
•    Equity Investments;
•    Joint Ventures;
•    Private Equity Funding;
•    Spin-offs;

HM&H has been recognized as one of Albania’s leading law firms for M&A in the December 2009 IFLR M&A Survey.

Our attorneys have been called several times to act as advisors to the Albania government and/ or international organizations such as USAID and GTZ, OECD/SIGMA etc, for Legislative/Law Reform projects. We have been involved in projects ranging form the reforms in the business law sector, as well as in the government administrative procedures / administrative justice projects.

HM&H provides step-by-step assistance to its clients during all stages of stipulation for straight forward or complex commercial arrangements, such as distribution agreements, agency agreements, franchising agreements etc. We assist our clients from the negotiation to the drafting of the terms of the final contract.

In addition to the above, our firm has a dedicated team of attorneys specialized in drafting techniques, with extensive experience in negotiating and drafting investment agreements, SPAs, joint - venture agreements, shareholder agreements, mediation agreements, option agreements etc.

Our firm has assisted the negotiation and drafting of several successful agreements in the food industry, energy sector, in real estate development and hospitality industry etc.

HM&H has a broad experience in advising clients in all aspects of real estate transactions and the execution of construction works. Our practice in this area ranges form the conduct of real estate due diligences, the negotiations of complex transactions, the drafting of contracts and other related documents, to the assistance and advice in the financing aspects of the transactions.

We have facilitated the financing of several development projects through complex financing structures, including equity participation, debt financing of SPV etc. The deals have included a broad range of real estate asset classes such as malls, office properties, hotels and resorts, multifamily developments etc. Our knowledge also encompasses the real estate aspects of leveraged acquisitions, including the use of real estate as security for syndicated bank borrowings.

Our real estate and construction consultancy is strictly connected with the advice in tax implications so specific real estate development deals.

In addition to our real estate practice, our team offers also assistance and advice in the field of construction law. We have assisted our clients in eh execution of special construction works, as we have facilitated several construction projects in the energy industry, such as  hydropower plants, wind farms, interconnection lines etc.

Conscious of the fact that tax issues are closely related and affect decision making and the effectiveness of all business activities, we consider the advice on tax implications of business deals as one of the main aspects of our practice. We provide legal services on various tax issues as well as assess the fiscal impact of the transaction our clients chooses to engage in.

In order to achieve this, we closely cooperate with client’s accountants and economic advisors to provide our clients with the most effective and efficient solutions. We combine our in-depth business law knowledge with such economic expertise as to help the client manage all the tax aspects of any complex undertaking. Our tax practice offers comprehensive advice on a broad array of fiscal-related matters, including:

    * Local Taxation
    * Transfer Pricing
    * Tax Advice for Corporate Restructuring
    * Tax Advice for Corporate executives and expatriates
    * VAT
    * Double taxation agreements

HM&H has provided to its clients innovative and efficient deal related tax advice, among others, in connection with the following transactions:

    * Mergers and Acquisitions
    * Financial Products
    * Partnerships, Joint - Ventures, and Investment Funds
    * Real estate development and construction projects
    * Project, Facility, and Equipment Financings
    * Transfer Pricing

Advisor for Aircraft Lease
HM&H has assisted BelleAir in the process of the ease of new Airbus and ATR aircrafts. As off today, BelleAir is the first Albanian airline to lease new aircrafts. 

Advisor for the human resources policy and organization
HM&H has been retained by the Albanian affiliate of Societe’ Generale - Banka Popullore Sh.a, as legal advisor for streamlining the banks’ human resources policies and organization, following to its acquisition by Societe Generale.

Advisor for the acquisition of shares of an Albanian bank
HM&H acted as legal advisor for Credins Bank, in the share acquisition process by the State Secretariat for Economic Affairs of Switzerland (SECO) and BFSE. The firm assisted the client during the due diligence process by the acquiring company, provided assistance and advice during the negotiation of the SPA, shareholder’s agreement as well as during the regulatory authorizations of the acquisition and the merger control procedures by the Competition Authority and Bank of Albania.

Advisor for the implementation of a concession for the construction of a Hydro Power Plant
HM&H has been retained by, and is currently representing Energji Ashta (a JV between Verbund and EVN) as Project Company of the concession related to the erection of a major Hydro Power Plant, in Ashta, northern part of Albania. HM&H is assisting the client for the successful obtainment of necessary environment, energy construction permits for the implementation of the project.

Advisor for the privatization of the electric energy distribution system operator
HM&H was retained by EVN A.G as legal advisor in relation to the bid proceure for the privatization of of the 76% of the state owned public energy distribution system operator (DSO) (Operatori i Sistemit të Shpërndarjes) OSSH Sh.a.
The firm assisted the client in the capacity of one of the invited bidders, during in the conduct of the legal due diligence with respect to the procedures for the unbundling of the DSO form the state energy company KESH Sh.a, the spin off of the distribution assets, as well as to the corporate structures, status of assets, liabilities, human resources and distribution network of the DSO. The firm also provides assitance and advice  during the negotiation of the draft SPA, of the regulatory statement issued by the Energy Authority, as well as partial risk guarantee offered by the World Bank in the framework of the privatization process.

Advisor for the acquisition of a gambling company
HM&H has been retained by Austrian Gambling Industries (AIG) as legal advisor for the acquisition process of Astra Sh.a by AIG. The firm assisted the client during the due diligence process of the target company.

Advisor for the development of Hotel Projects
HM&H has been retained by Hilton Hotels as legal advisor for the development of Hotel Projects in Albania.

Advisor for the transfer of shares of major Albanian Insurance Company
HM&H acted as legal advisor for Sigma Sh.a, in the intra group transfer of shares form TBIH Financial Services Group N.V to the Vienna Insurance Group. The firm assisted the client in the preparation of the sale documents as well as during the regulatory authorizations of the acquisition control procedures by the Competition Authority and the Regulator.

Advisor for the acquisition of shares of major Albanian Insurance Company
HM&H acted as legal advisor for SIGMA Sh.a, the first Albanian private insurance company in the share acquisition process by TBIH Financial Services Group N.V (Part of the Vienna Insurance Group). The firm assisted the client during the due diligence process by the acquiring company, provided assistance and advice during the negotiation of the SPA, shareholder’s agreement as well as during the regulatory authorizations of the acquisition and the merger control procedures by the Competition Authority and the Regulator.

Advisor for the conduct of concession procedures and implementation of the concession
HM&H has been retained by, and is currently representing the consortium between Sagem Sécurité/AAEF that received the concession of the designing, establishing, developing, implementing and operating the System, for the supply of biometric ID Documents to citizens and/or the residents of the Republic of Albania. The firm assisted the consortium during the negotiation of the concession agreement as well as during the implementation of the project.

Advisor for development project equity financing
HM&H has been retained by the Albanian-American Enterprise Fund (“AAEF”) as legal advisor for the equity participation and financing by AAEF of the development project for the erection of the new Shopping Mall - Tirana East Gate.

Advisor for the debt financing/land deal
HM&H was retained by Capital Access Shpk (formerly TBP) as legal advisor for the debt financing and major land deal through thought the transfer of the control of a SPV to a major German developer. The firm provided assistance and advice to the client during the due diligence process of the SVP by the acquiring company, for the negotiation of the SPA, shareholder’s agreement and other sale documents.

Advisor for Tax Planning
HM&H was retained as legal advisor, in collaboration with KPMG Albania as economic advisor, by a German developer for the streamline and planning of tax issues related to a new major business park development project in Albania.

Advisor for the development of a residential, hotel and recreational complex
HM&H has been retained by, and is currently representing the local subsidiary of Omnix Group in the development of a major real estate project related to the erection of residential, hotel and recreational complex in the Lalësi Bay area, near Durrës, Albania.

Advisor for the conduct of concession procedures
HM&H has represented the winning bidder IDEA Vlora sh.a for the concession on the development of the environment friendly industrial park in Vlora Albania, consisting of approximately 115 hectares. The firm assisted the client for the preparation of the bidding documents, during the bid procedures as well as in the negotiation of the concession agreement.

Advisor for the erection of a wind farm and electricity interconnection line the area of the Karaburun peninsula.
HM&H has been retained by, and is currently representing an Italian company investing for the construction of a 500 MW wind farm and an electricity interconnection line between Albania and Italy. The firm assisted the client for the successful obtainment of necessary environment, energy, construction permits and governmental authorizations for the construction of the interconnection line for the implementation of the project.

Advisor for the privatization of the remaining state owned shares in the mobile company AMC
HM&H was retained by Albanian Ministry of Economy, Trade and Energy as legal advisor in collaboration with ZAGREBAČKA BANKA - UniCredit Group as Economic Counsel, in the privatization through auction procedures of the remaining state owned shares in the company Albanian Mobile Communications (AMC) Sh.a. The firm assisted and advised the client in relation to the applicable auction procedure, the preparation of the auction and sale documents, the auction rules, sale documents as well as during negotiations with the bidders. The state owned stake was successfully privatized at approx. 48.2 Million Euro.

Advisor for the conduct of concession procedures
HM&H has been retained by ZUMAX A.G as legal advisor for the unsolicited bid procedure related to the concession for the creation of a free zone and erection of industrial port in Vlora, in the southern part of Albania.