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The International Comparative Legal Guide to:

A practical cross-border insight into securitisation work

Published by Global Legal Group, with contributions from:

A&L GoodbodyAccura AdvokatpartnerselskabAli Budiardjo, Nugroho, ReksodiputroAshurst LLPAssociation for Financial Markets in EuropeBofill Mir & Álvarez Jana AbogadosBrodies LLPCamilleri Preziosi AdvocatesCass LegalCervantes Sainz, S.C.Chiomenti Studio LegaleDrew & Napier LLCElvinger, Hoss & PrussenEstudio Beccar VarelaFellner Wratzfeld & PartnersFreshfields Bruckhaus Deringer LLPFrost & Fire ConsultingGárdos Füredi Mosonyi Tomori Law OfficeJ. D. Sellier + Co.Keane Vgenopoulou & Associates LLCKing & Spalding LLP

King & Wood MallesonsLatham & Watkins LLPLCS & PartnersLevy & Salomão AdvogadosMaples and CalderNishimura & AsahiNithya PartnersPestalozzi Attorneys at Law LtdPwC LegalReff & Associates SCARoschier Advokatbyrå ABSchulte Roth & Zabel LLPShearman & Sterling LLPSpasić & PartnersTorys LLPUría Menéndez Abogados, S.L.P.Vieira de Almeida & Associados – Sociedade de Advogados, R.L.Wadia Ghandy & Co.Weil, Gotshal & Manges

8th Edition

Securitisation 2015

ICLG

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The International Comparative Legal Guide to: Securitisation 2015

General Chapters:

Country Question and Answer Chapters:

1 Documenting Receivables Financings in Leveraged Finance and High Yield Transactions – James Burnett & Mo Nurmohamed, Latham & Watkins LLP 1

2 CLOs and Risk Retention – Craig Stein & Paul N. Watterson, Jr., Schulte Roth & Zabel LLP 8

3 US Taxation, Including FATCA, of Non-US Investors in Securitisation Transactions – David Z. Nirenberg, Ashurst LLP 15

4 Securitisations in the Shadows of the New Capital Regime – Bjorn Bjerke & Azad Ali, Shearman & Sterling LLP 26

5 Securitisation – A Key Component of Capital Markets Union – Richard Hopkin, Association for Financial Markets in Europe 34

6 Albania Frost & Fire Consulting: Franci Nuri 37

7 Argentina Estudio Beccar Varela: Roberto A. Fortunati & Javier L. Magnasco 47

8 Australia King & Wood Mallesons: Anne-Marie Neagle & Ian Edmonds-Wilson 58

9 Austria Fellner Wratzfeld & Partners: Markus Fellner 69

10 Brazil Levy & Salomão Advogados: Ana Cecília Giorgi Manente & Fernando de Azevedo Peraçoli 79

11 Canada Torys LLP: Michael K. Feldman & Jim Hong 90

12 Cayman Islands Maples and Calder: Alasdair Robertson & Scott Macdonald 101

13 Chile Bofill Mir & Álvarez Jana Abogados: Octavio Bofill Genzsch & Daniela Buscaglia Llanos 110

14 China King & Wood Mallesons: Roy Zhang & Zhou Jie 121

15 Cyprus Keane Vgenopoulou & Associates LLC: Thomas Keane & Christina Vgenopoulou 133

16 Denmark Accura Advokatpartnerselskab: Kim Toftgaard & Christian Sahlertz 143

17 England & Wales Weil, Gotshal & Manges: Rupert Wall & Jacky Kelly 155

18 France Freshfields Bruckhaus Deringer LLP: Hervé Touraine & Laura Asbati 168

19 Germany King & Spalding LLP: Dr. Werner Meier & Dr. Axel J. Schilder 181

20 Hong Kong King & Wood Mallesons: Paul McBride & Michael Capsalis 196

21 Hungary Gárdos Füredi Mosonyi Tomori Law Office: Erika Tomori & Péter Gárdos 209

22 India Wadia Ghandy & Co.: Shabnum Kajiji & Nihas Basheer 219

23 Indonesia Ali Budiardjo, Nugroho, Reksodiputro: Freddy Karyadi & Novario Asca Hutagalung 229

24 Ireland A&L Goodbody: Peter Walker & Jack Sheehy 239

25 Italy Chiomenti Studio Legale: Francesco Ago & Gregorio Consoli 251

26 Japan Nishimura & Asahi: Hajime Ueno & Koh Ueda 263

27 Luxembourg Elvinger, Hoss & Prussen: Philippe Prussen & Marie Pirard 277

28 Malta Camilleri Preziosi Advocates: Louis de Gabriele & Nicola Buhagiar 289

29 Mexico Cervantes Sainz, S.C.: Diego Martínez Rueda-Chapital 301

30 Nigeria Cass Legal: Adebajo Odutola 311

31 Portugal Vieira de Almeida & Associados – Sociedade de Advogados, R.L.: Paula Gomes Freire & Benedita Aires 321

32 Romania Reff & Associates SCA: Andrei Burz Pinzaru & Daniel Petre 335

33 Russia PwC Legal: Ekaterina Pervova & Maxim Kandyba 346

34 Scotland Brodies LLP: Bruce Stephen & Marion MacInnes 358

35 Serbia Spasić & Partners: Darko Spasić & Vesna Milosavljević-Stevanović 368

Contributing Editor

Mark Nicolaides, Latham & Watkins LLP

Head of Business DevelopmentDror Levy

Sales DirectorFlorjan Osmani

Commercial DirectorAntony Dine

Account DirectorsOliver Smith, Rory Smith

Senior Account ManagerMaria Lopez

Sales Support ManagerToni Wyatt

EditorRachel Williams

Senior EditorSuzie Levy

Group Consulting EditorAlan Falach

Group PublisherRichard Firth

Published byGlobal Legal Group Ltd.59 Tanner StreetLondon SE1 3PL, UKTel: +44 20 7367 0720Fax: +44 20 7407 5255Email: info@glgroup.co.ukURL: www.glgroup.co.uk

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Printed byAshford Colour Press LtdApril 2015

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ISBN 978-1-910083-41-3ISSN 1745-7661

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Further copies of this book and others in the series can be ordered from the publisher. Please call +44 20 7367 0720

DisclaimerThis publication is for general information purposes only. It does not purport to provide comprehensive full legal or other advice.Global Legal Group Ltd. and the contributors accept no responsibility for losses that may arise from reliance upon information contained in this publication.This publication is intended to give an indication of legal issues upon which you may need advice. Full legal advice should be taken from a qualified professional when dealing with specific situations.

Continued Overleaf

EDITORIAL

Welcome to the eighth edition of The International Comparative Legal Guide to: Securitisation.This guide provides the international practitioner and in-house counsel with a comprehensive worldwide legal analysis of the laws and regulations of securitisation.It is divided into two main sections: Five general chapters. These are designed to provide readers with a comprehensive overview of key securitisation issues, particularly from the perspective of a multi-jurisdictional transaction.Country question and answer chapters. These provide a broad overview of common issues in securitisation laws and regulations in 38 jurisdictions.All chapters are written by leading securitisation lawyers and industry specialists and we are extremely grateful for their excellent contributions.Special thanks are reserved for the contributing editor, Mark Nicolaides of Latham & Watkins LLP, for his invaluable assistance.Global Legal Group hopes that you find this guide practical and interesting.The International Comparative Legal Guide series is also available online at www.iclg.co.uk.

Alan Falach LL.M. Group Consulting Editor Global Legal Group Alan.Falach@glgroup.co.uk

The International Comparative Legal Guide to: Securitisation 2015

Country Question and Answer Chapters: 36 Singapore Drew & Napier LLC: Petrus Huang & Ron Cheng 378

37 Spain Uría Menéndez Abogados, S.L.P.: Ramiro Rivera Romero & Pedro Ravina Martín 391

38 Sri Lanka Nithya Partners: Naomal Goonewardena & Ranali Fernando 407

39 Sweden Roschier Advokatbyrå AB: Johan Häger & Dan Hanqvist 416

40 Switzerland Pestalozzi Attorneys at Law Ltd: Oliver Widmer & Urs Klöti 426

41 Taiwan LCS & Partners: David Chuang & Grace Ku 438

42 Trinidad & Tobago J. D. Sellier + Co.: William David Clarke & Donna-Marie Johnson 449

43 USA Latham & Watkins LLP: Lawrence Safran & Kevin T. Fingeret 460

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Chapter 6

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Albania

laws that limit rates of interest on consumer credit, loans or other kinds of receivables. The only law related to consumer protection is Law no. 9902 dated 17.04.2008 “On Consumer Protection”, as amended (hereinafter “CPL”), which does not contain such limitations.

(b) With respect to statutory right to interest rates on late payments, the general principle is prescribed by Art. 450 of the ACC, which states that the compensation for the damage caused to a party as a consequence of delayed payment consists of at least the base principal plus matured interests, starting from the date of the beginning of the debtor’s delay. While there is no law that addresses the interest rates applicable to consumers, relationships between commercial companies (or between commercial companies and public authorities) are governed by the Law on Late Payments, which mandates a floor of 8% interest rate for any invoice that is due and payable 60 days from the due date. Neither the ACC nor this law provide for a ceiling of interest rates. The above notwithstanding, a Unifying Decision of the HCA has ruled that exorbitant amounts of interest may be reduced based on principles of fairness and reasonableness (Decision No. 932, dated 22.06.2000). On the other hand, if the parties have not agreed on an interest rate and the law does not otherwise provide for one, the Courts have ruled that the interest rate shall be the same as that applicable to current bank deposits at a retail bank as determined by an accounting expert.

(c) There is no law that generally allows consumers to suspend payment obligations. However, Art. 45/2 of the CPL gives consumers the right to withdraw from a loan agreement without giving any reason, within a period of 14 calendar days, starting from the date of the loan agreement or the date when the customer is aware of the contractual terms.

(d) CPL protects consumers from any changes to the loan agreement terms, including, in particular, changes in the methodology of calculation of interest rate, without the prior consent of the consumer. Furthermore, a consumer has the right, at any time, to fully or partially repay its obligations under the loan agreement, thereby reducing the cost of the loan.

1.3 Government Receivables. Where the receivables contract has been entered into with the government or a government agency, are there different requirements and laws that apply to the sale or collection of those receivables?

No. The same rules as for commercial companies are applied.

1 Receivables Contracts

1.1 Formalities. In order to create an enforceable debt obligation of the obligor to the seller: (a) is it necessary that the sales of goods or services are evidenced by a formal receivables contract; (b) are invoices alone sufficient; and (c) can a receivable “contract” be deemed to exist as a result of the behaviour of the parties?

(a) Under Albanian law it is not necessary that the sales of goods or services be evidenced by a formal receivables contract. The general principle set in Art. 79 of the Albanian Civil Code (hereinafter “ACC”) is that, unless there is a specific provision of the law that requires otherwise, a legal action (and therefore a contract) can be performed in writing, verbally or through any other act that is a clear and unequivocal demonstration of intent. In interpreting the ACC, a Unifying Decision of the High Court of Albania (“HCA”) no. 1/2009, stated that there are three criteria that must be met for the validity of any legal action: (i) the ability to act of the parties; (ii) the internal will of the parties, aligned with the external behavior of such will; and (iii) the respect of the form required by law for such legal action.

(b) If invoices are signed by both parties they can be construed as evidence of a contractual relationship. As a matter of fact, in the context of a relationship between commercial or public entities (i.e. not natural persons) if the invoices have been signed by the buyer and the goods or services have been delivered by the seller, the invoices are considered an “executive title”. That means that if payment has been delayed for longer than 60 days from the date of a particular invoice, the seller, without any further legal action on the merits of the case, can obtain an injunction from the Court for the payment of such invoice. (See Art. 16 of Law no. 8568, dated 16.05.2014 “On late payments in commercial contract obligations” (hereinafter “Law on Late Payments”).)

(c) No. A contract for the transfer of a debt obligation (including a factoring agreement) must be in writing. (See Art 501 of the ACC and Art. 2(1) of Law no. 9630, dated 30.10.2006 “On Factoring”, as amended (hereinafter “Factoring Law”).)

1.2 Consumer Protections. Do Albania’s laws: (a) limit rates of interest on consumer credit, loans or other kinds of receivables; (b) provide a statutory right to interest on late payments; (c) permit consumers to cancel receivables for a specified period of time; or (d) provide other noteworthy rights to consumers with respect to receivables owing by them?

(a) As of now, Albania does not have usury laws or any other

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3 Choice of Law – Receivables Purchase Agreement

3.1 Base Case. Does Albania’s law generally require the sale of receivables to be governed by the same law as the law governing the receivables themselves? If so, does that general rule apply irrespective of which law governs the receivables (i.e., Albania’s laws or foreign laws)?

Albanian legislation does not have any such requirement, regardless of the law governing the receivables.

3.2 Example 1: If (a) the seller and the obligor are located in Albania, (b) the receivable is governed by the law of Albania, (c) the seller sells the receivable to a purchaser located in a third country, (d) the seller and the purchaser choose the law of Albania to govern the receivables purchase agreement, and (e) the sale complies with the requirements of Albania, will a court in Albania recognise that sale as being effective against the seller, the obligor and other third parties (such as creditors or insolvency administrators of the seller and the obligor)?

Yes. The purchaser’s location should be irrelevant to Albanian Courts with regard to the effects of the sale against the seller, the obligor or creditors.

3.3 Example 2: Assuming that the facts are the same as Example 1, but either the obligor or the purchaser or both are located outside Albania, will a court in Albania recognise that sale as being effective against the seller and other third parties (such as creditors or insolvency administrators of the seller), or must the foreign law requirements of the obligor’s country or the purchaser’s country (or both) be taken into account?

If either the obligor or purchaser is foreign the Albanian Courts will enforce the law selected in the contract (whether foreign or Albanian law) without applying Albania’s own sale requirements. Assuming the contract does not have such provision, the Courts would determine the law in accordance with the principles listed in question 2.1.

3.4 Example 3: If (a) the seller is located in Albania but the obligor is located in another country, (b) the receivable is governed by the law of the obligor’s country, (c) the seller sells the receivable to a purchaser located in a third country, (d) the seller and the purchaser choose the law of the obligor’s country to govern the receivables purchase agreement, and (e) the sale complies with the requirements of the obligor’s country, will a court in Albania recognise that sale as being effective against the seller and other third parties (such as creditors or insolvency administrators of the seller) without the need to comply with Albania’s own sale requirements?

While these scenarios are theoretical – as the Albanian Courts, to our knowledge, have not faced them yet – we believe that if presented with such issue, the Albanian Courts will rely on the principle of the freedom of contract and recognise the sale as being effective without applying Albania’s own sale requirements.

2 Choice of Law – Receivables Contracts

2.1 No Law Specified. If the seller and the obligor do not specify a choice of law in their receivables contract, what are the main principles in Albania that will determine the governing law of the contract?

The Albanian Courts will automatically apply Albanian law (even in absence of a choice of law provision) if the parties are Albanian citizens and/or residents and, furthermore, if the contract is to be performed within Albania. Otherwise, the main principle recognised by Albanian legislation is the contractual freedom of the parties to choose the governing law (please see Art.45 of Law no. 10428, dated 02.06.2011 “On Private International Law”, (hereinafter “PIL”)). When a foreign component is present in a contract and the parties have not specified a choice of law, the governing law is determined according to the following principles prescribed in Art.46 of PIL:a) a sales contract is governed by the law of the country where

the seller has his habitual domicile;b) a contract for the supply of services is governed by the law

of the country where the service provider has his habitual domicile; and

c) a contract relating to real rights over immovable property, or the rights of users to an immovable property, is governed by the law of the country where the immovable property is located.

2.2 Base Case. If the seller and the obligor are both resident in Albania, and the transactions giving rise to the receivables and the payment of the receivables take place in Albania, and the seller and the obligor choose the law of Albania to govern the receivables contract, is there any reason why a court in Albania would not give effect to their choice of law?

No. As mentioned earlier, this is the typical case when an Albanian Court would automatically apply Albanian law, even in absence of the choice of law provision.

2.3 Freedom to Choose Foreign Law of Non-Resident Seller or Obligor. (a) If the seller is resident in Albania but the obligor is not, or if the obligor is resident in Albania but the seller is not, and the seller and the obligor choose the foreign law of the obligor/seller to govern their receivables contract, will a court in Albania give effect to the choice of foreign law? (b) Are there any limitations to the recognition of foreign law (such as public policy or mandatory principles of law) that would typically apply in commercial relationships such as that between the seller and the obligor under the receivables contract?

a) The freedom to choose the foreign law of a non-resident seller or obligor is the main principle established under Art. 45 of PIL.

b) Thus, as long as applying foreign law does not have any consequences that are openly against the Albanian constitution and legislation, there is no limitation to the recognition of foreign law in Albania. (See Art. 7 of PIL.)

2.4 CISG. Is the United Nations Convention on the International Sale of Goods in effect in Albania?

The United Nations Convention on the International Sale of Goods (“CISG”) is in full force and effect and Albania has been a party since 1 June 2010.

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a “strictly personal nature” and it does not apply to the sale of receivables that are derived from financial transactions over which there is a perfected security interest, based on criteria determined by other laws. (See Art. 496 onward.)

However, perfecting a receivable is no longer an easy task. The main piece of Albanian legislation dealing with security interests and perfection is Law no. 8537, dated 18.10.1999 “On Securing Charges” (hereinafter “LSC”). Under LSC, a party in order to perfect its security interest must register it with the Register of Securing Charges (“RSC”). However, an amendment of LSC approved on 29 May 2013 made LSC inapplicable to intangible assets, financial instruments or accounts and, thus, these can no longer be perfected based on the provisions of LSC. (LSC still applies to movable and tangible assets.) Therefore, although there are other laws, such as the Factoring Law, that provide for perfection of the factoring agreements by publishing such sale in the RSC, that is no longer possible because of this amendment.

An additional theoretical possibility to perfect a securing charge on an “intangible asset” (and therefore in a sale of a receivable), is by creating a pledge, which can be perfected by transferring the property or the possession of the title to the pledgee (or even to a third party designated in the agreement between the parties), under Art. 546 of the ACC. However, due to the confusion and legal uncertainty created by the LSC amendment, as well as due to certain other practical considerations, perfection of the sale receivables through a perfected pledge is not a common practice in Albania.

b) There are no additional formalities required with respect of subsequent good faith purchasers. Art. 503 of the ACC provides that if the same receivable has been the object of more than one assignment, the first assignment, in respect of which the debtor has been notified or which the debtor has accepted (in writing) at a certain date, shall prevail.

4.3 Perfection for Promissory Notes, etc. What additional or different requirements for sale and perfection apply to sales of promissory notes, mortgage loans, consumer loans or marketable debt securities?

While the legislation governing these instruments is not well developed, as of now there are no additional or different requirements that apply to the sale and perfection of promissory notes or consumer loans.Mortgage loans can be transferred by a transfer agreement and are considered perfected after registered at the Real Estate Registration Office and making the appropriate notation at the property deed (Art. 579 of ACC).Given that Albania doesn’t have either a stock exchange or a bond exchange, there are no financial instruments that would fall within the true meaning of marketable securities. However, as defined in the Albanian legislation, marketable debt securities include shares, bonds and treasury bonds, pursuant to Law no. 9879, dated 21.02.2008 “On Securities” (the “Securities Law”). According to Law no. 9901, dated 14.04.2008 “On Entrepreneurs and Commercial Companies”, as amended, (hereinafter the “Company Law”), the transfer of shares is valid at the moment of the execution of the agreement between parties, without the need to register the sale at the National Registry Center (although registration is common practice). In practice, bonds and treasury bonds are held, managed and perfected by secondary banks, (licensed by the Financial Supervisory Authority). Such banks keep a record of every transfer of title transaction in a centralised register, pursuant to Art. 123 of the Securities Law.

3.5 Example 4: If (a) the obligor is located in Albania but the seller is located in another country, (b) the receivable is governed by the law of the seller’s country, (c) the seller and the purchaser choose the law of the seller’s country to govern the receivables purchase agreement, and (d) the sale complies with the requirements of the seller’s country, will a court in Albania recognise that sale as being effective against the obligor and other third parties (such as creditors or insolvency administrators of the obligor) without the need to comply with Albania’s own sale requirements?

Since the Albanian obligor has agreed that the assignment will be governed by the law of seller’s country, we see no reason why Albanian Courts would not recognise the sale as being effective.

3.6 Example 5: If (a) the seller is located in Albania (irrespective of the obligor’s location), (b) the receivable is governed by the law of Albania, (c) the seller sells the receivable to a purchaser located in a third country, (d) the seller and the purchaser choose the law of the purchaser’s country to govern the receivables purchase agreement, and (e) the sale complies with the requirements of the purchaser’s country, will a court in Albania recognise that sale as being effective against the seller and other third parties (such as creditors or insolvency administrators of the seller, any obligor located in Albania and any third party creditor or insolvency administrator of any such obligor)?

Yes. Albeit the parties are reversed (the seller is the Albanian party but the obligor is the foreign party), the rationale in question 3.5 should apply.

4 Asset Sales

4.1 Sale Methods Generally. (a) In Albania what are the customary methods for a seller to sell receivables to a purchaser? (b) What is the customary terminology – is it called a sale, transfer, assignment or something else?

a) The sale of receivables is a recent phenomenon in Albania’s economy and it is difficult to speak of “customary” methods.

b) However, based on the specifics of the transaction and the intent of the parties, the terminology used to refer to these transactions includes “sale”, “transfer” or “assignment”.

4.2 Perfection Generally. (a) What formalities are required generally for perfecting a sale of receivables? (b) Are there any additional or other formalities required for the sale of receivables to be perfected against any subsequent good faith purchasers for value of the same receivables from the seller?

a) As a general rule, the ACC states that in order for a sale of receivables to be valid, the following criteria need to be met: 1) the contract needs to be in writing; and 2) the obligor has either (i) consented to the transfer, or (ii) has been notified from the previous creditor or the new one. The transfer is considered effective vis-à-vis the obligor and third parties from the moment that the second criteria is met. However, the ACC does not allow the transfer of receivables that are of

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that the bankruptcy administrator may consider the transaction invalid.

c) The ACC is silent on whether or not the same notice can serve for the sale of future receivables. On the other hand, the Factoring Law expressly permits the sale of existing or future receivables which, by implication, would permit that the same notice applies to future receivables.

4.6 Restrictions on Assignment – General Interpretation. (a) Will a restriction in a receivables contract to the effect that “None of the [seller’s] rights or obligations under this Agreement may be transferred or assigned without the consent of the [obligor]” be interpreted as prohibiting a transfer of receivables by the seller to the purchaser? (b) Is the result the same if the restriction says “This Agreement may not be transferred or assigned by the [seller] without the consent of the [obligor]” (i.e., the restriction does not refer to rights or obligations)? (c) Is the result the same if the restriction says “The obligations of the [seller] under this Agreement may not be transferred or assigned by the [seller] without the consent of the [obligor]” (i.e., the restriction does not refer to rights)?

a)/b) The first and second restriction will probably be interpreted as substantially similar by the Albanian Courts, if the matter was presented to them. The general principle prescribed in Art. 499 of the ACC is that the parties may, through contractual agreement, prohibit the seller from transferring the receivables to a third party. Nonetheless, such prohibition on assignment cannot be enforced against a bona fide purchaser if such purchaser was not aware of the restriction at the time of the transfer.

On the other hand, factoring agreements (which are outside of the scope of the ACC) prevail over any assignment restrictions or prohibitions. Art. 4 of the Factoring Law states that the sale of the receivables to the factor shall be valid, despite any agreement to the contrary between the seller and the obligor. This means that the consent of the obligor under a factoring agreement is not necessary and the factoring agreement has a legal priority established by law.

c) In absence of precedents, it is hard to speculate what a court would do in such a circumstance. Arguably, a restriction on the transfer of only the seller’s “obligations”, is more specific and could potentially be interpreted as permitting the transfer of the receivables. The flip side of this analysis is that a restriction on the transfer of seller’s “rights and obligations” prohibits a transfer of the receivables. Finally, one can find creative arguments both ways regarding a restriction on the transfer of the “agreement” as a whole.

4.7 Restrictions on Assignment; Liability to Obligor. (a) If any of the restrictions in question 4.6 are binding, or if the receivables contract explicitly prohibits an assignment of receivables or “seller’s rights” under the receivables contract, are such restrictions generally enforceable in Albania? Are there exceptions to this rule (e.g., for contracts between commercial entities)? (b) If Albania recognises restrictions on sale or assignment of receivables and the seller nevertheless sells receivables to the purchaser, will either the seller or the purchaser be liable to the obligor for breach of contract or tort, or on any other basis?

a) Art. 499 of the ACC provides that, other than receivables related to secured financial transactions which are governed by separate legislation, the parties may agree that the

4.4 Obligor Notification or Consent. (a) Must the seller or the purchaser notify obligors of the sale of receivables in order for the sale to be effective against the obligors and/or creditors of the seller? (b) Must the seller or the purchaser obtain the obligors’ consent to the sale of receivables in order for the sale to be an effective sale against the obligors? (c) Whether or not notice is required to perfect a sale, are there any benefits to giving notice – such as cutting off obligor set-off rights and other obligor defences?

a) For the general rule, please refer to 4.2(a) above. However, in factoring agreements, debtor’s notification is expressly required by law. The seller or the purchaser must notify the debtor regarding the entering into the factoring agreement in writing, respecting the modalities required by Art. 6 of the Factoring Law. Such notification is also important in case the obligor makes a payment to the seller, even after the seller has sold the account to the factor – in such case, the seller is obligated to pay the factor. (See Art. 14.3.)

b) For the general rule, please refer to 4.2(a) above.c) In relation to the last question, there are benefits in giving

notice of assignment to the obligors. This is because, as a general rule, the assigned obligors are entitled to exercise their rights and defences, including the right of set-off, only in relation to obligations of the seller which have arisen before the date on which the obligors have been served notice of the assignment. (Art. 497 and 504 of the ACC.)

4.5 Notice Mechanics. (a) If notice is to be delivered to obligors, whether at the time of sale or later, are there any requirements regarding the form the notice must take or how it must be delivered? (b) Is there any time limit beyond which notice is ineffective – for example, can a notice of sale be delivered after the sale, and can notice be delivered after insolvency proceedings against the obligor or the seller have commenced? (c) Does the notice apply only to specific receivables or can it apply to any and all (including future) receivables? Are there any other limitations or considerations?

a) While the ACC does not contain any provision regarding the form of the notice or specific time limits for the notice to be delivered to obligors, one would expect the Courts to apply commercially reasonable standards. Despite the above, the fact that the transfer of the receivables is not considered valid until the obligor has been notified (or has consented to it) should serve as an incentive for both the purchaser and the seller to send notice as soon as possible.

The Factoring Law, on the other hand, contains certain specifications. The notice delivered by the seller or the factor to the obligor needs be in writing, including all forms of telecommunication that can be reproduced in a tangible form. The notice should contain at least a statement regarding the existence of the factoring agreement, the identity of the factor, as well as the identification of the receivables that are subject to the agreement. The notice obligation is considered fulfilled when the obligor receives the notification. According to the Factoring Law, the timing of the notice is decided upon the parties’ discretion and determined contractually.

b) Regarding the second question, the notice can be delivered after the sale of the receivables (the ACC or the Factoring Law do not provide an obligation of prior notice). However, if the notice is delivered after bankruptcy proceedings have commenced, or if the bankruptcy administrator is able to prove that the purchaser was aware, or should have been aware, of the insolvency of the seller, and the assignment contract was signed during the suspect period, chances are

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c) Though Albanian Legislation does not provide specific provisions to address all the above mentioned elements, Arts. 505 and 506 of the ACC provide that the seller may, but not necessarily, guarantee the purchaser for the obligations of the debtor. When the seller does provide such guarantee, then he will be liable (in case of the obligor’s non-performance) for any payments and expenses related to such payments, as well as any damages (Art. 506). The Factoring Law also provides for factoring agreements with, and without, guarantees (see Art. 5). The sale of receivables with a guarantee does not per se prevent the sale from being perfected.

4.10 Continuous Sales of Receivables. (a) Can the seller agree in an enforceable manner to continuous sales of receivables (i.e., sales of receivables as and when they arise)? (b) Would such an agreement survive and continue to transfer receivables to the purchaser following the seller’s insolvency?

a) Yes. While the ACC does not specifically address the sale of revolving or continuous receivables, there is no reason why the parties cannot freely determine the content of the contract within the limits imposed by law. This view is further supported by the fact that the Factoring Law specifically permits the sale of existing and future receivables.

b) Albanian legislation does not provide any specific provisions concerning cases when the seller is involved in an insolvency process. However, as a general principle, an insolvency administrator can challenge actions performed before the initiation of the bankruptcy proceedings, which may harm creditors. See question 6.1 below.

4.11 Future Receivables. (a) Can the seller commit in an enforceable manner to sell receivables to the purchaser that come into existence after the date of the receivables purchase agreement (e.g., “future flow” securitisation)? (b) If so, how must the sale of future receivables be structured to be valid and enforceable? Is there a distinction between future receivables that arise prior to or after the seller’s insolvency?

a) Yes, the seller can commit to future flow securitistion. In addition to the requirements mentioned above, for such sale to be enforceable, in the context of a factoring agreement, future receivables should be created and exist within 24 months from its execution date.

b) The Albanian legislation does not explicitly address the interplay of future receivables and a seller’s insolvency.

4.12 Related Security. Must any additional formalities be fulfilled in order for the related security to be transferred concurrently with the sale of receivables? If not all related security can be enforceably transferred, what methods are customarily adopted to provide the purchaser the benefits of such related security?

Other than in the context of a “possessory pledge” (in which case the prior approval of the pledgee is expressly required), there are no additional formalities for the related security to be transferred concurrently with the sale of receivables. Art. 500 of the ACC states that the receivables are transferred together with any privileges, guarantees and other interests. Depending on the type of the security, the purchaser can take steps to perfect its security interest in the appropriate registers or offices.

receivables cannot be assigned to third parties. In such case, an assignment is considered valid and effective against the debtor only if the purchaser was not aware of the restriction.

b) If the transfer of the receivable is declared invalid by the Court, the seller and/or purchaser may be found liable towards the obligor for breach of contract (for the seller) or extra-contractual liability (for the purchaser). However, in factoring agreements, such restriction is not enforceable vis-à-vis the factor (the purchaser), as explained in question 4.6 above.

4.8 Identification. (a) Must the sale document specifically identify each of the receivables to be sold? (b) If so, what specific information is required (e.g., obligor name, invoice number, invoice date, payment date, etc.)? Do the receivables being sold have to share objective characteristics? (c) Alternatively, if the seller sells all of its receivables to the purchaser, is this sufficient identification of receivables? Finally, if the seller sells all of its receivables other than receivables owing by one or more specifically identified obligors, is this sufficient identification of receivables?

a) Art. 507 of the ACC provides that the sale of receivables must be accompanied by evidentiary documentation.

b) The ACC does not have any requirements regarding specific mandatory information that needs to be present in the sale document. In addition, the Factoring Law also does not necessarily require the identification of each receivable being transferred, as long as these receivables are identifiable at the time of execution of the agreement or at the time the receivable is created (Art. 3.4). Receivables, whether existing or future ones, can be transferred in their entirety.

c) Whether or not the sale of “all” receivables or “all other than some” receivables is sufficient identification, it is a question of fact, as the law or precedents do not provide any guidance. Arguably, as long as there are common objective characteristics that are referred to in the receivables sale agreement, this should be sufficient identification for the completion of the sale.

4.9 Respect for Intent of Parties; Economic Effects on Sale. (a) If the parties describe their transaction in the relevant documents as an outright sale and explicitly state their intention that it be treated as an outright sale, will this description and statement of intent automatically be respected or will a court enquire into the economic characteristics of the transaction? (b) If the latter, what economic characteristics of a sale, if any, might prevent the sale from being perfected? c) Among other things, to what extent may the seller retain: (i) credit risk; (ii) interest rate risk; (iii) control of collections of receivables; or (iv) a right of repurchase/redemption without jeopardising perfection?

a) Art. 681 of the ACC states that the interpretation of a contract should be in light of the essential and common objective of the parties without adhering to the literal meaning of its words. Such interpretation must take into account the behaviour of the parties before and after the execution of the agreement. Therefore, the Albanian Courts are not bound by the “description” or “label” of the transaction in the document, but may look into the economic characteristics of the sale.

b) Although there is no precedent to our knowledge, we believe the Court would consider whether or not the document drafted by the parties has clearly identified the object of the agreement, its sale price, as well as the conditions for, and the time when, the title passes from the seller to the purchaser.

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5.5 Additional Formalities. What additional or different requirements apply to security interests in or connected to insurance policies, promissory notes, mortgage loans, consumer loans or marketable debt securities?

According to the current legislation, no further requirements other than those explained in question 4.3 above apply to security interests in, or connected to, insurance policies, promissory notes, mortgage loans, consumer loans or marketable debt securities.

5.6 Trusts. (a) Does Albania recognise trusts? (b) If not, is there a mechanism whereby collections received by the seller in respect of sold receivables can be held or be deemed to be held separate and apart from the seller’s own assets until turned over to the purchaser?

a) There is no domestic legislation relating to trusts. b) The mechanism described above, however, could potentially

be achieved through agreements between parties and the establishment of an escrow account.

5.7 Bank Accounts. (a) Does Albania recognise escrow accounts? Can security be taken over a bank account located in Albania? If so, what is the typical method? (b) Would courts in Albania recognise a foreign law grant of security (for example, an English law debenture) taken over a bank account located in Albania?

a) Yes. Security over a bank account (i.e. cash collateral) is probably the most common method used, by creating a pledge over the sums credited into such accounts. A recent law approved by the Albanian Parliament (Law no. 133/2013, dated 13.05.2013 “On Payments System” (the “Payment Systems Law”)), develops the regulations for this type of security over bank accounts.

Arts. 24 and onwards of the law provide that a party may create a “financial collateral” in a financial instrument by:

(i) entering into an agreement; (ii) taking “possession” (physical or through exercise of

control) of the financial instrument/receivables; and/or (iii) depositing the “cash” subject to the security interest in a

separate account subject to the control and or possession of the grantee or its representative.

It must be noted that such security interest may be created only between legal entities and not individuals, and only if one of the entities is a bank, government entity or other financial institution. Additionally, according to this law, the security interest is directly enforceable (without the need of a Court decision) and takes priority over any other creditor claims over the assets of the purchaser.

b) If the parties have legitimately chosen English Law to govern the agreement that regulates the security over the escrow account, in accordance with the principles explained in question 2.3, Albanian Courts could recognise a foreign law grant of security.

4.13 Set-Off; Liability to Obligor. Assuming that a receivables contract does not contain a provision whereby the obligor waives its right to set-off against amounts it owes to the seller, do the obligor’s set-off rights terminate upon its receipt of notice of a sale? At any other time? If a receivables contract does not waive set-off but the obligor’s set-off rights are terminated due to notice or some other action, will either the seller or the purchaser be liable to the obligor for damages caused by such termination?

When the obligor has either consented or has received notice, the obligor can claim a contractual set-off right against the purchaser, which could be claimed against the seller. Current legislation does not provide for seller or purchaser liability for damages caused by termination of set-off rights.

5 Security Issues

5.1 Back-up Security. Is it customary in Albania to take a “back-up” security interest over the seller’s ownership interest in the receivables and the related security, in the event that an outright sale is deemed by a court (for whatever reason) not to have occurred and have been perfected?

With the caveat mentioned above regarding lack of “customary” actions, it is certainly possible for the purchaser to request back up security, particularly if the transaction sale of receivables is guaranteed by the seller.

5.2 Seller Security. If it is customary to take back-up security, what are the formalities for the seller granting a security interest in receivables and related security under the laws of Albania, and for such security interest to be perfected?

See the answer to question 5.1.

5.3 Purchaser Security. If the purchaser grants security over all of its assets (including purchased receivables) in favour of the providers of its funding, what formalities must the purchaser comply with in Albania to grant and perfect a security interest in purchased receivables governed by the laws of Albania and the related security?

See the answer to question 4.1.

5.4 Recognition. If the purchaser grants a security interest in receivables governed by the laws of Albania, and that security interest is valid and perfected under the laws of the purchaser’s country, will it be treated as valid and perfected in Albania or must additional steps be taken in Albania?

As discussed in question 2.3 above, security interests in receivables shall be deemed as a perfected security in Albania, even if they are regulated under laws of a third country.

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6.3 Suspect Period (Clawback). Under what facts or circumstances could the insolvency official rescind or reverse transactions that took place during a “suspect” or “preference” period before the commencement of the insolvency proceeding? What are the lengths of the “suspect” or “preference” periods in Albania for (a) transactions between unrelated parties, and (b) transactions between related parties?

According Arts. 100-105, the insolvency administrator may treat as invalid transactions those that “disadvantage insolvency creditors” occurring within specified periods prior to invocation of insolvency proceedings. These “suspect periods” include the following:1. granting of security or payment of debts to insolvency

creditors within 90 days when the debtor was illiquid;2. transactions providing “incongruent coverage” of a debt

made within short periods of time;3. transactions that are immediately disadvantaging the insolvency

creditors;4. transactions intended by the debtor to disadvantage creditors

and made within a period of ten years, if the other party was aware of the debtor’s intentions or imminent illiquidity;

5. an onerous contract with a person having a close relation to the debtor who was aware of the effect of the contract on creditors if made within two years;

6. gifts of property made within four years; and7. transactions performed by execution pursuant to an executive

title.

6.4 Substantive Consolidation. Under what facts or circumstances, if any, could the insolvency official consolidate the assets and liabilities of the purchaser with those of the seller or its affiliates in the insolvency proceeding?

Unless it is proven in Court that there is such a commingling of assets between the purchaser and the seller, that unless consolidated would seriously disadvantage insolvency creditors, Albanian law does not provide for such consolidation.

6.5 Effect of Insolvency on Receivables Sales. If insolvency proceedings are commenced against the seller in Albania, what effect do those proceedings have on (a) sales of receivables that would otherwise occur after the commencement of such proceedings, or (b) on sales of receivables that only come into existence after the commencement of such proceedings?

With the assumption that the purchaser’s interest in the receivables is neither attached nor perfected, in both circumstances the purchaser cannot demand the performance of the sale agreement and the administrator can chose not to perform the seller’s obligations. (Art. 87 of Insolvency Law.)

6.6 Effect of Limited Recourse Provisions. If a debtor’s contract contains a limited recourse provision (see question 7.3 below), can the debtor nevertheless be declared insolvent on the grounds that it cannot pay its debts as they become due?

Although the Insolvency Law doesn’t have a formal definition of an “insolvent debtor”, it provides that an insolvency proceeding can be

5.8 Enforcement over Bank Accounts. (a) If security over a bank account is possible and the secured party enforces that security, does the secured party control all cash flowing into the bank account from enforcement forward until the secured party is repaid in full, or are there limitations? (b) If there are limitations, what are they?

a) Upon the occurrence of an enforcement event, the party that has a financial collateral is entitled to immediately withhold any amount in the pledged accounts, as of the date of the enforcement, provided, however, that the excess balance (over the obligation), if any, is discharged and made available to the pledgor.

b) This right is not limited in any way, not even by bankruptcy proceedings, because the secured interest of cash collateral has precedence over all other creditors.

5.9 Use of Cash Bank Accounts. If security over a bank account is possible, can the owner of the account have access to the funds in the account prior to enforcement without affecting the security?

This is regulated by the contract between the parties giving rise to the security interest.

6 Insolvency Laws

6.1 Stay of Action. (a) If, after a sale of receivables that is otherwise perfected, the seller becomes subject to an insolvency proceeding, will Albania’s insolvency laws automatically prohibit the purchaser from collecting, transferring or otherwise exercising ownership rights over the purchased receivables (a “stay of action”)? If so, what generally is the length of that stay of action? Does the insolvency official have the ability to stay collection and enforcement actions until he determines that the sale is perfected? (b) Would the answer be different if the purchaser is deemed to only be a secured party rather than the owner of the receivables?

a) Law no. 8901, dated 23.05.2002 “On Insolvency” as amended, (hereinafter “Insolvency Law”) does not provide for an automatic stay of purchased and otherwise perfected receivables. The insolvency administrator, however, is entitled to seek a Court order to set aside and revoke the transactions carried out during the so-called “suspect period”. Until any such sale is revoked by the Court, the insolvency administrator has no power to stay collections.

b) On the other hand, if the purchaser is deemed only a secured party, the insolvency administrator can stop the collection of the receivables to ensure that any excess value of the property is obtained for the insolvency estate. (Art. 133.)

6.2 Insolvency Official’s Powers. If there is no stay of action under what circumstances, if any, does the insolvency official have the power to prohibit the purchaser’s exercise of rights (by means of injunction, stay order or other action)?

See the answer to question 6.1.

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of business, there is no legislative reason as to why parties cannot, through an agreement, accept to subordinate their rights to the rights of other creditors. The same concept applies if the agreement is governed by the law of another country.

7.6 Independent Director. Will a court in Albania give effect to a contractual provision in an agreement (even if that agreement’s governing law is the law of another country) or a provision in a party’s organisational documents prohibiting the directors from taking specified actions (including commencing an insolvency proceeding) without the affirmative vote of an independent director?

Albanian legislation does not recognise the concept of “independent directors”.

8 Regulatory Issues

8.1 Required Authorisations, etc. (a) Assuming that the purchaser does no other business in Albania, will its purchase and ownership or its collection and enforcement of receivables result in its being required to qualify to do business or to obtain any licence or its being subject to regulation as a financial institution in Albania? (b) Does the answer to the preceding question change if the purchaser does business with other sellers in Albania?

a) It depends. The general rule is that a purchaser must qualify to do business in Albania (and therefore register with the Albanian Commercial Register and with tax authorities), if the purchaser is a foreign natural or legal person who carries out this activity for more than 183 days per year in Albania, or a legal person whose headquarters are located in Albania or has his effective place of business management located in Albania.

Unless it is a factoring activity which must be licensed by the Albanian Financial Supervisory Authority, subject to the previous paragraph, the purchase, ownership or collection of receivables by a foreign entity does not necessarily require the purchaser to have to qualify to do business in Albania.

b) The number of sellers is irrelevant to the application of the above rules.

8.2 Servicing. (a) Does the seller require any licences, etc., in order to continue to enforce and collect receivables following their sale to the purchaser, including to appear before a court? (b) Does a third party replacement servicer require any licences, etc., in order to enforce and collect sold receivables?

a) The seller would have no rights or obligations to enforce and collect receivables after the sale.

b) If a third party is hired to enforce the collection of receivables that have become “executive title”, such third party will need a licence from the Ministry of Justice.

8.3 Data Protection. a) Does Albania have laws restricting the use or dissemination of data about or provided by obligors? b) If so, do these laws apply only to consumer obligors or also to enterprises?

a) Data protection in Albania is governed by Law no. 9887, dated 10.03.2008 “On Personal Data Protection”, as amended.

b) This law applies to consumer obligors and enterprises.

invoked only when the debtor is facing illiquidity, imminent illiquidity or is over-burden with debt. We think that a contractual provision of an agreement in and of itself will be neither a sufficient reason for Courts to institute bankruptcy proceedings, nor will it prevent the Court from invoking the same, if other circumstances relating the debtor merit it (i.e. the debtor is otherwise facing illiquidity or is over-burdened by debt). However, if such provision was present in all creditor contracts, arguably the Courts could rely on the principle of freedom of the contract and not declare the debtor insolvent, provided that the conditions under Art. 686 of the ACC are met.

7 Special Rules

7.1 Securitisation Law. Is there a special securitisation law (and/or special provisions in other laws) in Albania establishing a legal framework for securitisation transactions? If so, what are the basics?

Albania does not currently have a Securitisation Law.

7.2 Securitisation Entities. Does Albania have laws specifically providing for establishment of special purpose entities for securitisation? If so, what does the law provide as to: (a) requirements for establishment and management of such an entity; (b) legal attributes and benefits of the entity; and (c) any specific requirements as to the status of directors or shareholders?

No, it does not.

7.3 Limited-Recourse Clause. Will a court in Albania give effect to a contractual provision in an agreement (even if that agreement’s governing law is the law of another country) limiting the recourse of parties to that agreement to the available assets of the relevant debtor, and providing that to the extent of any shortfall the debt of the relevant debtor is extinguished?

Albanian Courts may give effect to a limited recourse provision, particularly if the contract’s governing law is the law of another country, which would place the contract interpretation outside the scope of the ACC. If the contract is governed by Albanian law, such provision could potentially be enforceable only if the other party has agreed to it separately as provided for in Art. 686 of the ACC.

7.4 Non-Petition Clause. Will a court in Albania give effect to a contractual provision in an agreement (even if that agreement’s governing law is the law of another country) prohibiting the parties from: (a) taking legal action against the purchaser or another person; or (b) commencing an insolvency proceeding against the purchaser or another person?

See question 7.3.

7.5 Priority of Payments “Waterfall”. Will a court in Albania give effect to a contractual provision in an agreement (even if that agreement’s governing law is the law of another country) distributing payments to parties in a certain order specified in the contract?

Yes. In the case of a waterfall distribution in the ordinary course

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9.2 Seller Tax Accounting. Does Albania require that a specific accounting policy is adopted for tax purposes by the seller or purchaser in the context of a securitisation?

The national accounting standard applicable in Albania (regulated by Law no. 9228, dated 29.04.2004 “On Accountancy and Financial Statements”, as amended), does not provide any specific accounting policy with respect to securitisation.

9.3 Stamp Duty, etc. Does Albania impose stamp duty or other documentary taxes on sales of receivables?

The sale of receivables is exempt from any stamp duty or other documentary impositions. When the sale related documents need to be notarised, certain fees will be payable to the notary public.

9.4 Value Added Taxes. Does Albania impose value added tax, sales tax or other similar taxes on sales of goods or services, on sales of receivables or on fees for collection agent services?

Pursuant to Law no. 92-2014, dated 24.07.2014 “On Value Added Tax”, a VAT rate of 20% (twenty per cent) is applicable on sales of goods and those services specified by law and on fees of collections. However, the Albanian fiscal legislation (Art. 53) provides that financial services, which include the sales of receivables under a factoring agreement, as regulated by Law on Factoring (Art. 30), are VAT-exempt.

9.5 Purchaser Liability. If the seller is required to pay value added tax, stamp duty or other taxes upon the sale of receivables (or on the sale of goods or services that give rise to the receivables) and the seller does not pay, then will the taxing authority be able to make claims for the unpaid tax against the purchaser or against the sold receivables or collections?

The purchaser shall not be held liable for the obligation of the seller on VAT or other duties, if such taxes are applicable in a sale of receivables.

9.6 Doing Business. Assuming that the purchaser conducts no other business in Albania, would the purchaser’s purchase of the receivables, its appointment of the seller as its servicer and collection agent, or its enforcement of the receivables against the obligors, make it liable to tax in Albania?

Yes, withholding tax. See question 9.1.

8.4 Consumer Protection. (a) If the obligors are consumers, will the purchaser (including a bank acting as purchaser) be required to comply with any consumer protection law of Albania? (b) Briefly, what is required?

a) Yes, it will.b) Some of the obligations include information and transparency

requirements, prohibition on unfair trade practices, etc. Most importantly, the law states that standard agreements that the consumer had no ability to negotiate are presumptively “unfair” if the terms and conditions contained therein are evidently unequal. (See Art. 27 of CPL.)

8.5 Currency Restrictions. Does Albania have laws restricting the exchange of Albania’s currency for other currencies or the making of payments in Albania’s currency to persons outside the country?

No, it does not.

9 Taxation

9.1 Withholding Taxes. (a) Will any part of payments on receivables by the obligors to the seller or the purchaser be subject to withholding taxes in Albania? Does the answer depend on the nature of the receivables, whether they bear interest, their term to maturity, or where the seller or the purchaser is located? (b) In the case of a sale of trade receivables at a discount, is there a risk that the discount will be recharacterised in whole or in part as interest? In the case of a sale of trade receivables where a portion of the purchase price is payable upon collection of the receivable, is there a risk that the deferred purchase price will be recharacterised in whole or in part as interest?

a) Law no. 8438, dated 28.12.1998, “On Income Tax”, as amended, provides that unless the recipient is an Albanian resident registered as a taxpayer, interest payments and payments related to financial instruments (therefore receivables) are subject to 15% withholding tax.

b) To our knowledge, there is no risk that the discount will be recharacterised totally or partially as interest neither, in the case of a sale of trade receivables at a discount nor in the case when a portion of the purchased price is payable upon collection of the receivable. However, if the recipient is not an Albanian resident registered as a taxpayer, the label is irrelevant as the 15% withholding tax would be applicable regardless.

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Franci NuriFrost & Fire ConsultingPapa Gjon Pali II StreetABA Business Center, Suite 1401Tirana Albania

Tel: +355 4450 0230Fax: +355 4450 0239Email: franci.nuri@ffconsulting.alURL: www.ffconsulting.al

Franci Nuri is an associate with Frost & Fire Consulting. During his tenure with the firm, Mr. Nuri has worked with various Albanian and international companies on a broad range of corporate matters including in energy, oil and gas, concession, competition, tax and custom procedures, and intellectual property. In addition, Mr. Nuri’s areas of interest include administrative law, environmental law as well as international and European Union law. Most recently, Mr. Nuri was part of the Frost & Fire Consulting team that, on behalf of a foreign investment fund, helped launch the first supply chain financing transaction in Albania.

Mr. Nuri completed his Bachelor of Law Degree at Lyon III University, in Lyon. Subsequently, Mr. Nuri was awarded a Master of 1st Degree in French Public Law in 2010, a Master of 1st Degree in European Law in 2011, and a Master of 2nd Degree in European Business Law (graduating Cum Laude) in 2012, all at Lyon III University, Lyon, France. Apart from his native Albanian and French, Mr. Nuri is fluent in English and Italian. Mr. Nuri is admitted to practice in Albania and is a member of the Albanian Bar Association. Mr. Nuri may be reached at franci.nuri@ffconsulting.al.

Distinguished for superior and outstanding product quality, Frost & Fire Consulting has quickly become the firm of choice for Albania’s top companies facing their most challenging legal issues. Our team members have studied and graduated from some of the best universities (such as Harvard, NYU, Columbia, University College of London) and have honed their skills by working with some of the most prestigious law firms in the world (such as: Cravath, Swaine & Moore LLP; Skadden, Arps, Slate, Meagher & Flom LLP; and Paul, Weiss, Rifkind, Wharton & Garrison LLP). Their experience ranges from over nine billion dollar transactions with leading world companies to negotiating the Trans-Adriatic Pipeline Project on behalf of the Albanian government, or structuring some of the most complicated deals for the Albanian market. We pride ourselves not only in having deep insight into the existing issues and intricacies of Albania’s business climate (particularly in corporate finance, energy, natural resources, concession and privatisation) but also in being intimately familiar with the expectations and mind-sets of our clients, whether they are local companies, foreign investors, multinational corporations, or governmental and international donor agencies. A full firm profile can be found at www.ffconsulting.al.

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