08:45 | Registration & Welcome Coffee Break
09:00 | An Introduction to Aspects of Maltese Company Law
Dr Nicola Lapira | Corporate & Commercial Lawyer
09:05 | Updated Companies Act Incorporating Recent Amendments
Dr Geraldine Spiteri Lucas | Deputy Director, MBR
The session will provide a detailed description of the recent amendments that took place in the Companies Act and new obligations which subject persons and professionals need to be aware of.
10:00 | The Registry of Companies and Filing of Documents
Dr Deandra Schembri | Senior Manager – Legal, MBR
The session will provide an explanation on the filling in of the most common statutory forms and the relevant supporting documentation. In addition to that Dr Schembri will also provide a brief explanation on the online filing.
10:45 | Mid-Morning Coffee Break
11:00 | Drafting a Memorandum & Articles of Association
Dr Nicola Buhagiar | Associate, Camilleri Preziosi Advocates
It is important that a company’s articles of association contain provisions which are right for that company. Throughout this session, the form and content of the memorandum and articles of association of companies registered in Malta and the use of clauses for particular purposes will be discussed.
12:00 | Disposal and Acquisition of Shares
Dr Nicola Lapira | Corporate & Commercial Lawyer
This session is intended to provide an overview of how ownership of a company can be changed. Addressing the procedural aspects directly related to the acquisition and disposal of shares of registered companies, this seminar will also delve into restrictions on the right of transfer, pre-emption clauses, share purchase agreements, registration and the recognition as a shareholder of a company. An overview of tax implications and exemptions will also be discussed together with other aspects pertinent to the topic at hand. Reference to judgements will be made to provide practical insight of this area of Maltese company law.
12:45 | Working Lunch
13:30 | Responsibilities of Company Officers
Dr Adrian Cutajar | Financial Services Professional, Artio
During my session I will cover the statutory obligations of company directors, their contribution to the management and administration of the company together with other ad-hoc responsibilities, applicable to company directors which may be found in the memorandum and articles of association. The changing and increasingly important role of the company secretary will also be discussed together with the implications of failure to comply with the applicable obligations.
14:15 | Company Meetings, Resolutions & Decision Making Process
Dr Andrea Theuma | Associate, Mamo TCV Advocates
The general principle is that directors may exercise all the powers of the company except those which are specifically entrusted by the Companies Act or by the company’s memorandum or articles to the general meeting. Considering that the Companies Act vests the general meeting with few, albeit significant powers and that the memorandum and articles do not usually assign to the general meeting any additional powers beyond those set out in the Act, it is evident that the directors are in practice vested with very wide powers. It must be said however that although the residual pores of the company vests in the directors, the general meeting always retains two powers of immense legal and potentially practical significance i.e. the power to alter the memorandum and articles of association and the power to remove directors. Such powers in effect mean that ultimate control is, in theory at least, exercisable by the general meeting. The purpose of the seminar is to review the distribution of power within a Maltese registered company and consequently analyse the various rules that regulate the conduct of meetings and the decision-making process at general meetings and at meetings of the board of directors.
15:00 | Mid-Afternoon Coffee Break
15:15 | Company Recovery & Dissolution
Dr Jasmine Abela | Associate, Camilleri Preziosi
The session will provide an overview of the company recovery procedure, the different modes of winding-up and what leads to the same. The session will also consider the duties of directors in the context of a winding-up and in the period preceding the winding up.
16:00 | Recent Company Law Court Cases
Dr Carl Grech | Associate, Fenech & Fenech Advocates
Through this session, Dr Grech will be looking at a number of salient judgments delivered by the Maltese courts over the past months which have contributed to a deeper understanding of Maltese Company Law. A special focus will be given to the remedies granted to minority shareholders, the responsibility for fraudulent and wrongful trading and to actions that may be brought by liquidators.
16:45 | Close of Conference & Distribution of Attendance Certificates
Dr Nicola Lapira specialises in corporate legal matters and regularly advises boards and large companies on corporate matters and governance. She has represented clients on large transactions and has worked on several multinational contractual negotiations for start-ups and established businesses alike. She focuses her practice on advising clients in respect of specific issues arising out of complex corporate transactions as well as day-to-day company law issues.
Dr Geraldine Spiteri Lucas is deputy director at the Registry of Companies Agency and she heads the Legal Unit. After graduating as a lawyer from the University of Malta she read for a Masters in European and Comparative law. She started her career with a leading local law firm where she used to offer legal advice to local and international clients and also represented various clients, as litigator, before Tribunals and local Courts. She is also a member of the board of examiners for the Department of Commercial Law of the University of Malta.
Dr Deandra Schembri is Senior Manager at the Registry of Companies Agency’s Legal Department. After graduating as a lawyer from the University of Malta she started her career with two different law firms where she used to offer legal advice to clients and also represent them before Tribunals and local Courts. She has been working at the Registry of Companies for the past five years. She used to head the Refugees Appeals Board and a member of the Immigration Appeals board. Currently she is member of the Malta Independent Police Board.
Dr Nicola Buhagiar is an associate at Camilleri Preziosi. Her main practice areas are banking and finance, capital markets and corporate finance. Nicola joined the firm as Trainee in September 2011. That same year Nicola graduated as Doctor of Laws at the University of Malta. In 2013, Nicola completed an LL.M in International Financial Law at King’s College London. She was appointed to associate of the firm in 2013 forming part of the corporate and finance practice group. Nicola is a member of Interlaw and the Chamber of Advocates.
Dr Adrian Cutajar is a financial services professional focusing extensively on corporate law, regulatory and compliance matters. Adrian acts as compliance officer and company secretary for licence holders authorised by the Malta Financial Services Authority (MFSA) as well as international groups established in Malta.
He acted as company secretary of Global Capital plc., a financial services group (including its Maltese regulated subsidiaries), listed on the Malta Stock Exchange as well as local banks. Adrian holds a doctorate in laws with a specialisation in financial services. Since 2003, Adrian advised clients with respect to MFSA applications, on-going regulatory obligations, listings, corporate financing transactions, company re-organisations and VC funding. Adrian is a co-founder and executive director at Artio, a boutique firm based in Malta providing corporate, fiduciary and compliance services to regulated entities and large groups established in Malta. For the past 10 years, Adrian has also developed training programmes for officers of Maltese companies focusing on corporate law, obligations of directors under Maltese law, corporate governance and regulatory developments.
Dr Andrea Theuma is an associate with the firm’s Corporate Finance & Insolvency Group, having first joined Mamo TCV Advocates in June 2014. His main practice areas include asset management & securities, banking & corporate finance, mergers and acquisitions, insolvency and debt restructuring, corporate rescue, company incorporations and general commercial law. Andrea’s other specialist areas include all matters relating to Private International Law, EU law, Contract law and Tort law. He also advises clients on aspects of commercial and financing transactions, corporate governance and regulatory and compliance issues. Andrea participated as a National Reporter in the European Commission’s “Study on a new approach to business failure and insolvency” and very recently also assisted a leading, international bank assisting in the review and updating of all standard documentation and templates used by the Bank with its customers.
Dr Jasmine Abela was recruited by Camilleri Preziosi in 2017, having previously practiced and gained experience in civil and criminal litigation and alternative dispute resolution. Jasmine forms part of Camilleri Preziosi’s Regulatory, EU and Litigation practice group and her main areas of practice are dispute resolution, corporate litigation, real estate and construction and general civil and commercial law.
Jasmine was admitted to the bar in 2016 after graduating as Doctor of Laws from the University of Malta in 2015. She is currently pursuing an LL.M degree in Commercial and Corporate Law with the University of London.
Dr Carl Grech is an associate at Fenech & Fenech Advocates specialising in civil and commercial disputes. After graduating with a Bachelor of Laws and Doctor of Laws at the University of Malta, Carl has obtained his Master of Laws (LLM) in corporate and commercial law at the London School of Economics and Political Science. Carl has represented clients in the construction and insurance sectors before the Courts, including at Appeal stage and in arbitration proceedings.
Start date: 03/12/2019
Start time: 09:00
End time: 16:45
Venue: The Xara Lodge
Phone: +356 27555560 / +356 77555560