Article 402 of the Companies Act refers to the protection of shareholders against unfair prejudice. This is the statutory protection of minority shareholders or minority interests. What constitutes a minority interest and how can this be unfairly prejudiced? The Maltese courts provided examples of situations which may constitute an unfairly prejudicial conduct against a minority shareholder. Practical examples will be provided and there will also be reference to Maltese and foreign judgments. The course will include a deep dive into the remedies available to the minority shareholder.  The concept of minority interest will be analysed from the Company’s perspective and that of the minority shareholder. Limitations to the principle of unfair prejudice and their repercussions will also be discussed.

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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

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