Category

Corporate and M&A

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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
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Amendments to the Companies Act Corporate and M&A

Amendments to the Companies Act

This article was written by Dr Michael Psaila and Dr Joshua ChircopOverviewOn the 23rd June 2020, the President, on the advice and with the consent of the House of Representatives, enacted the Companies (Amendment) Act, Act number XXXI of 2020 (the "Amendment Act"), which introduces certain amendments to the Companies Act, Chapter 386 of the Laws of Malta (the "Act").The Companies (Amendment) Bill (the "Bill") was previously tabled before the House of Representatives by the Minister for the Economy, Investment and Small Businesses on the 13th May 2020. This Bill was reported in a previous article.The Act introduces:new grounds for…
Michael Psaila
5th July 2020
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Bill proposing amendments to the Companies Act. Corporate and M&A

Bill proposing amendments to the Companies Act.

This article was written by Dr Michael Psaila and Dr Joshua Chircop.OverviewOn 13th May 2020, the Minister for the Economy, Investment and Small Businesses tabled the Companies Act (Amendment) Bill (the "Bill") which proposes certain amendments to the Companies Act, Chapter 386 of the Laws of Malta (the "Act").The Bill proposes: 1.new grounds for ineligibility and disqualification from holding certain offices under the Act; 2.new powers to the Minister to make regulations on winding up applications (including the suspension of the right to make winding up applications), regulations on wrongful trading (including the retrospective suspension of the wrongful trading provisions)…
Michael Psaila
21st May 2020
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New Regulations Setting Up a Company Recovery Fund Corporate and M&A

New Regulations Setting Up a Company Recovery Fund

On 12th May 2020, Legal Notice 192 of 2020, the Companies Act (Company Reconstructions Fund) Regulations 2020 (the "Regulations") was published to supplement the company recovery procedure as provided under article 329B of the Companies Act (Chapter 386 of the laws of Malta) (the "Act").Objective of the RegulationsThe Regulations set up and regulate the administration and operation of a fund to be designated the Company Recovery Fund (the "Fund") which is intended to facilitate the company recovery procedure under article 329B of the Act. The Fund shall receive a maximum amount of €500,000 annually from the Malta Business Registry provided…
Nicole Portelli
15th May 2020
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Duties of Directors of Financially Distressed Companies Corporate and M&ANews

Duties of Directors of Financially Distressed Companies

Professor Andrew Muscat, who heads the Corporate Law Department at the Firm, has published a series of articles in the Times of Malta dealing with the duties and liabilities of directors of a company experiencing financial difficulties. This subject is particularly relevant these days when several companies are finding themselves in a difficult position as a result of the Covid-19 worldwide pandemic. The first article in the series introduced the subject of directors' duties and the notion of insolvency (https://timesofmalta.com/articles/view/duties-and-liabilities-of-directors-of-companies-in-financial.786188 )The second article explored the statutory duties of directors, including those duties which, if breached, may constitute a criminal offence…
Andrew Muscat
22nd April 2020
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Consumer Legislation: Revamp of Consumer Law Directives Corporate and M&A

Consumer Legislation: Revamp of Consumer Law Directives

This article was written by​ Dr Annalies Muscat and Dr Laura SpiteriOn the 7 January 2020, Directive 2019/2161 of the European Parliament and of the Council as regards the better enforcement and modernisation of Union consumer protection rules (the 'Directive') came into force. It amends various Directives related to consumer law in the light of the various technological developments that have taken place on the online marketplace. This article lists the salient amendments which will be brought about by the Directive.Unfair Terms Directive1The Directive amends the Unfair Terms Directive, which now requires Member States to lay down rules on penalties…
Annalies Muscat
9th January 2020