Tuesday 29 November 2022
09:00 | Introduction
Dr Damian Cassar | Legal Officer – MBR
09:15 | Shipping Companies, Maritime and Aviation Cell Companies
Dr Ingrid Fenech | Senior Associate – Mamo TCV
The session will give an overview of the constitutive elements of shipping companies, as distinct from companies established in terms of the Companies Act.
Moreover, the session will delve into the recent amendments to the Companies Act introducing the notion of cell companies carrying on or engaged in shipping or aviation business. With this introduction, we now have an effective tool with which to segregate and protect the cellular and other assets of the company from the core cell company and from other individual cells, allowing for the structuring and ring-fencing of each cell. This seminar will provide a general outline of the most salient features and benefits of cell companies and how these have been set up and used in practice.
10:15 | Basic Tax Matters in Relation to Companies
Shawn Galea | Technical Officer – Fenlex Corporate Services
This session will provide a high-level understanding of the basic principles of corporate tax in Malta, including the full imputation system and the tax refund system. In doing so, the speaker will also delve into relevant topics, including:
- Basis of taxation of companies;
- Calculation of chargeable income;
- Broad understanding of capital gains;
- Double tax relief;
- Taxation of dividends.
11:15 | Break
11:30 | Mobility Directive
Dr Rosette Aquilina | Senior Associate – Ganado Advocates
The Mobility Directive is to be implemented by EU Member States by 31 January 2023. The transposition of this Directive will introduce cross-border conversions and cross-border divisions across Member States as well as amend existing procedures relating to cross-border mergers. The aim of this session will be to give a critical overview of all three cross-border operations and how these are being proposed to be implemented by the Directive.
12:30 | Close of Session
Friday 02 December 2022
09:00 | Introduction
Dr Damian Cassar | Legal Officer – MBR
09:15 | Listed Companies and their Unique Features
Dr Malcolm Falzon | Partner – Camilleri Preziosi
The purpose of this session is to provide an overview, from a corporate perspective, of the conditions for admissibility to listing and continuing obligations that are unique to listed companies, with a particular focus on principles of good corporate governance which listed companies should seek to comply with, and the reporting and disclosure requirements to which listed companies are subject, over and above the statutory corporate requirements applicable to public companies generally.
10:15 | Voluntary Liquidations
Nicolai Attard | Tax Manager – CSA Group
Voluntary Liquidations are a system of how a company is closed down and struck off from the register. Briefly, they are split into two types; voluntary liquidations and voluntary creditors liquidation. The major difference, as the name implies, is that in a normal voluntary liquidation assets exceed liabilities therefore the liquidator will have enough assets to finance the liabilities before distributing the remainder of the assets to the shareholders and strike off the company. On the other hand, in a creditor’s voluntary winding up, liabilities exceed assets thus the liquidator needs to partially settle creditors according to the residual assets available.
A company is put in dissolution via an extraordinary meeting and a shareholder’s resolution indicating the intention of liquidating the company and appointing a liquidator to be able to do so, accepting her/his fees for her/his service. The liquidator and liquidation auditor must be independent from the company being liquidated, from the pre-liquidation auditor and from each other.
The voluntary liquidation of the company must be concluded within a 12-month period, and if this is not achieved, the liquidator must inform the registry to explain why this happened. If it is concluded, a liquidation audit and scheme of distribution are submitted with the Malta Business Registry to issue a 3-month-notice, notifying the public of the intention of striking off of the company, so that any creditors can contact the MBR to halt the liquidation in such case. If no creditors appeal the liquidation, company will be struck off after the 3-month-notice.
11:15 | Break
11:30 | Insolvency Regime
Dr Kevan Azzopardi | Official Receiver
The transposition of Directive (EU) 2019/1023 on preventive restructuring frameworks, on discharge of debt and disqualifications, and on measures to increase the efficiency of procedures concerning restructuring, insolvency and discharge of debt into Maltese law represents a major legislative upheaval that is expected to modernise the Maltese restructuring, insolvency and discharge of debt framework, and otherwise achieve parity with international best practice in this area; something that has arguably never been more vital to the survival and strengthening of the businesses that form the backbone of the Maltese economy. The speaker will focus on the important principles of the new framework ranging from pre-insolvency to discharge of debts and the role of insolvency practitioners.
12:30 | Close of Conference
Dr Damian Cassar is a legal officer within the Legal and Enforcement Unit at the Malta Business Registry. He graduated with a Doctor of Laws from the University of Malta in 2017. In 2018 he was admitted to the Bar to exercise the profession of an advocate before Maltese Courts and Tribunals following more than two years of practice with one of the leading lawyers on the island. The following year, in 2019, he obtained a Professional Award in Taxation from the Malta Institute of Taxation. Currently he is reading for a Masters in Blockchain and Distributed Ledger Technologies (Law and Regulation) within the same University, focusing on aspects relating to information technology law, DLT uses and smart contracts.
Dr Ingrid Fenech is a Senior Associate at Mamo TCV Advocates, in the firm’s shipping and aviation department. She graduated Doctor of Laws from the University of Malta in 2010 and furthered her studies with a Master of Arts degree in Matrimonial Canon Law and Jurisprudence. She was called to the Bar in 2011 and joined Mamo TCV Advocates that same year.
Ingrid focuses primarily on matters related to asset management and finance in the shipping and aviation sector, advising asset financing banks, borrowers, owners, lessors and operators on a variety of domestic and international asset leasing, and structured financing transactions involving aircraft and vessels. She has represented financiers and lessors in cross-border financing, operating leasing and chartering of commercial aircraft and corporate jets and assisted with the acquisition, sale and repossession of ships and aircraft.
Shawn Galea is a Certified Public Accountant. He graduated with a Bachelor of Commerce degree from the University of Malta, followed by a Master in Accountancy postgraduate degree from the same University. During the initial years of his career, Shawn formed part of the audit and assurance team of one of the Big 4 Firms. After exploring his interest in taxation and furthering his studies by completing the MIT Course on Taxation offered by the Malta Institute of Taxation, he joined Fenlex Corporate Services Ltd in 2019 as a Tax Accountant within the Tax Compliance Department. Through working in the Tax Compliance Department at Fenlex, Shawn obtained significant practical knowledge and experience in various industries. Today, Shawn is the Technical Officer (Tax) of Fenlex and is responsible for the development of technical expertise in key areas of taxation, apart from other duties. He is also an associate member of the Malta Institute of Taxation and a member of the Malta Institute of Accountants.
Dr Rosette Aquilina is a Senior Associate within Ganado Advocates’ corporate finance team with particular focus on assisting clients in corporate financing transactions, mergers and acquisitions, formation of European Companies (societas europaea), redomiciliations, restructurings and assisting in all corporate matters relating to clients’ corporate structures.
Dr Malcolm Falzon areas of specialisation are capital markets, mergers & acquisitions, fintech, insurance and pensions and gaming and gambling law. Malcolm heads the capital markets team within the firm. He assists local and foreign clients on legal both debt and equity issues in the local capital markets, as well as on a number of corporate and commercial matters in industry sectors such as gaming and insurance. He frequently advises clients on projects comprising a combination of his areas of specialisation, particularly those that have a capital markets or an M&A dimension. Malcolm also leads Camilleri Preziosi’s Fintech team and heads the ESG Finance team.
Malcolm joined the firm as a Trainee in 2003. Upon his return from postgraduate studies in 2005, he was made Associate. He was admitted to partnership in 2013.
Nicolai Attard is a Certified Public Accountant and a member of the Malta Institute of Accountants. After successfully graduating from his Bachelor of Commerce degree, he furthered his studies at the University of Malta by completing a Master in Accountancy course and a Master of Arts in Taxation course.
He currently holds the position as tax manager at CSA Group. Preceding his current position, Nicolai had started his career as an accounts trainee within CSA and gradually rose to an accountant position. For some time, he gained experience at the firm’s advisory department. At present, Nicolai focuses primarily on Tax Compliance, local and international Tax related advice and oversees the Group’s handling of liquidations.
His key practise areas include Corporate Tax Compliance, Accounting, International Tax and Voluntary Liquidations.
Dr Kevan Azzopardi has been appointed as Official Receiver in February 2012. In his role, Dr Azzopardi practices in the field of restructuring, dissolution and winding up of companies by the Court on cases which often involve cross-border elements. He is a member of the Executive Committee of the Malta Business Registry.
Dr Azzopardi is lead in a team of experts appointed by the Ministry for Justice, Culture & Local Government, in the area of Insolvency Law dealing with Government Policy and the reform of insolvency and commercial matters, as well as implementation of European Union Directives. He has chaired the Working Party on Civil Law Matters, on insolvency, restructuring and second chance during the Maltese Presidency of the Council of the European Union, for the launch and negotiation of the proposed Insolvency Directive in January 2017. He is a regular speaker in these areas both locally and internationally.
Prior to his involvement in the area of insolvency, he held office as Eurojust National Correspondent for a two year period since August 2006, promoting judicial cooperation between European Union Member States in criminal matters under the European Judicial Network. He was a Member of the Refugee Appeals Board appointed in terms of the Refugees Act, Cap 420 of the Laws of Malta, between 2013 and 2019.
A law graduate of the University of Malta, Dr Azzopardi has been a visiting lecturer thereat in the area of Education Law with a focus on Contract and Liability in Tort, and Policy implementation since 2009, and in Company and Commercial Law since August 2013. He is an Examiner within the Department of Commercial Law at the University of Malta. He was admitted to the bar and holds a warrant conferred in January 2007 and has since then been actively involved in litigation within the Maltese Courts and Tribunals.
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