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Corporate and M&A

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Brexit Blow: Setback for the UK in its Efforts to Join the Lugano Convention. Corporate and M&A

Brexit Blow: Setback for the UK in its Efforts to Join the Lugano Convention.

The European Commission ("Commission") representing the European Union ("EU") has presented the Swiss Federal Council in its capacity as the Depository of the 2007 Lugano Convention ("Convention") with a Note Verbale regarding the United Kingdom's application to accede to the Convention, submitted on 8 April, 2020. Accession to the Convention would only be possible if the United Kingdom ("UK") were to secure the approval of all existing Convention members, being the EU, Iceland, Denmark, Norway and Switzerland. Iceland and Switzerland have already given their formal approval, with Norway also indicating it is in favour of UK membership. In a setback…
Simon Pullicino
3rd August 2021
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Proposed Amendments to Companies Act may require Amendments to all current Memorandums and Articles of Associations Corporate and M&A

Proposed Amendments to Companies Act may require Amendments to all current Memorandums and Articles of Associations

Bill No. 233 of 2021 proposes a number of amendments to the Companies Act, Chapter 386 of the Laws of Malta. These amendments relate to the qualifications required for a person to be a director of a company, the registration of electronic addresses and the obligation of every company to have a register of officers' and shareholders' residential addresses.One of these amendments falls under Article 69 of Chapter 386, which reflects the contents which are to be established within the memorandum of association of a company. Currently, Article 69(1)(d) of the Companies Act provides that the memorandum of association is…
Zachary Galea
16th July 2021
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MFSA Reminder: Existing CSPs to Comply with new Rules by September Corporate and M&A

MFSA Reminder: Existing CSPs to Comply with new Rules by September

This article was written by Dr Simon Pullicino, Dr Petra Attard, and Dr Laura SpiteriThe Malta Financial Services Authority ('MFSA') has issued a circular directed at authorised company service providers ('CSPs') that were registered to provide CSP services prior to the entry into force of the new CSP rules. CSPs that offered CSP services on the date of entry of the new rules – 16 March 2021 – could only continue to offer such services if they applied for authorisation with the MFSA by the 16 May 2021. This application for authorisation resulted in the MFSA classifying company service providers…
Simon Pullicino
8th July 2021
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Navigating the new regulatory landscape for Company Service Providers – Part 2 Corporate and M&A

Navigating the new regulatory landscape for Company Service Providers – Part 2

This article was written by Dr. Simon Pullicino & Dr. Laura SpiteriIn this second instalment of our series 'Navigating the new regulatory landscape for Company Service Providers', we take a closer look at the application process for CSPs seeking regulatory authorisation, the appointment of key office holders and applicable exemptions to the new regime. Part 1 of this series can be accessed here.The Application ProcessAny person operating in or from Malta who acts, or holds himself out as acting as a CSP by way of its business is required to apply for authorisation from the MFSA, unless such person is able to benefit…
Simon Pullicino
6th May 2021
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Navigating the new regulatory landscape for Company Service Providers – Part 1 Corporate and M&A

Navigating the new regulatory landscape for Company Service Providers – Part 1

This article was written by Dr Simon Pullicino, Dr Petra Attard and Dr Laura SpiteriFollowing the entry into force of the Company Service Providers (Amendment) Act 2020 (the "Amendments") on 16 March, 2021 a number of significant amendments have been introduced to the local regulatory framework governing the provision of company services. The most notable amendments consist of the removal of previous exemptions available to warranted professionals and the end of the de minimis rule. The Amendments also introduce a classification system, assigning CSPs to a specific class by reference to the services provided. These Amendments form part of a broader reform…
Simon Pullicino
4th May 2021
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The inability to pay debts test before the Maltese Courts Corporate and M&A

The inability to pay debts test before the Maltese Courts

In its recent decision Xuereb v Weber Construction Limited Et (decided 18 March 2021) the Civil Court (Commercial Section) weighed in once more on the appropriate tests to be applied when assessing a company's inability to pay its debts under Maltese corporate insolvency law. One of Weber Construction Limited's ("Weber") shareholders filed an application in court requesting the company's dissolution and consequential winding up on the grounds inter alia that it was unable to continue to pay its debts. Article 214(2)(a)(ii) of the Companies Act, 1995 (the "Act") grants the court discretion to order the dissolution and winding up of…
Simon Pullicino
7th April 2021