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Banking and Finance, Corporate & Commercial, Tax

Ganado Advocates announces two partnership promotions

Ganado Advocates is pleased to announce the appointment of Lorraine Poole and Robert Taylor-East as new Partners within the firm’s banking and finance practice and corporate finance and tax practice, respectively. Their individual expertise and professional dedication further strengthen the firm’s commitment to delivering the highest standard of legal services across our key practice areas.
10 July 2025
Corporate & Commercial, Sustainability & ESG

Breaking Barriers: The European Accessibility Act

The European Accessibility Act (“EAA”), formally known as Directive (EU) 2019/882 (and the Maltese transposition through the “Accessibility Measures (European Accessibility Act) Regulations” – S.L. 627.03), is set to significantly transform the digital and consumer landscape across the European Union. With full implementation required by June 28, 2025, this landmark legislation aims to reduce barriers and foster universal design, ensuring greater accessibility for people with disabilities.
10 July 2025
Insurance & Reinsurance, Intellectual Property, Media & Technology

The Artificial Intelligence Act and insurance sector overview: Where are we so far?

The Regulation (EU) 2024/1689 (AI Act), published in July 2024, applies across all sectors, including insurance. The AI Act follows a risk-based approach and classifies AI systems into four categories according to their risk level: prohibited, high risk, limited and minimal risk. The AI Act defines a comprehensive set of governance and risk management measures that high-risk systems need to comply with, alongside the requirements already in place under sectoral legislation.
10 July 2025
Fintech & Blockchain, Investment Services & Funds

EBA’s Opinion on PSD2 and MiCA: Clarifying the Path for CASPs who provide services in relation to EMTs

On 10 June 2025, the European Banking Authority (“EBA”) published its long-awaited Opinion[1] on how the existing second Payment Services Directive (“PSD2”) interacts with the Markets in Crypto-Assets Regulation (“MiCA”), in the context of electronic money tokens (“EMTs”). The issue at hand is that EMTs, under MiCA, are defined as electronic money—meaning they also fall within the definition of “funds” under PSD2. This dual classification has created a regulatory grey area for crypto-asset service providers (“CASPs”), who may find themselves needing two separate authorisations to carry out what is essentially one activity.
10 July 2025
Capital Markets, Investment Services & Funds

MFSA publishes observations from inspections with investment services providers

The Malta Financial Services Authority (“MFSA”) has published a Dear CEO letter addressed to all chief executive officers and compliance officers of ‘persons professionally arranging or executing transactions’, particularly to investment services providers. The letters sets out the MFSA’s main findings following numerous market abuse-related supervisory inspections which it carried out with numerous Maltese investment services providers – primarily member firms of the Malta Stock Exchange – between 2020 and 2024.The letter makes for some interesting reading as it gives the MFSA’s perspective on the industry’s compliance with MAR generally.
10 July 2025
Competition & Antitrust, Corporate & Commercial, Public Procurement

Understanding the Proposed Critical Medicines Act: A step forward in securing Europe’s medicine supply

Introduction Over the past few years, the European Union has been actively working to overhaul its pharmaceutical legislative framework to better address unmet medical needs, such as those relating to rare diseases, as well as to improve Europe’s competitiveness in the pharmaceutical market and to support innovation. In fact, in April 2023, the European Commission (the “Commission”) had published a new so-called ‘pharma package’ which included proposals for a new regulation and a directive aimed precisely at tackling such issues. Such proposals now have to be negotiated with the European Parliament for a final version of these new rules to be agreed upon.
10 July 2025
Insurance & Reinsurance

Strengthening Oversight and Innovation in Malta’s Insurance Sector: An overview of the MFSA 2024 Annual Report

The Malta Financial Services Authority (MFSA) has reaffirmed its commitment to robust supervision and regulatory innovation in the insurance sector, as detailed in its 2024 Annual Report. The Authority’s efforts throughout the year focused on enhancing prudential oversight, consumer protection, and regulatory alignment with evolving European standards.
10 July 2025
Corporate & Commercial, Commercial & Contract Law, Litigation & Dispute Resolution

Acceleration Clauses in Personal Loan Agreements in the context of the Unfair Terms Directive

The general provisions found under Council Directive 93/13/EEC of 5 April 1993 on unfair terms in consumer contracts (the “Unfair Terms Directive”), which is aimed at safeguarding consumer rights in contracts with suppliers, have often been analysed and supplemented by judgments of the Court of Justice of the European Union (“CJEU”) over the years. Particularly in relation to banking and financial contracts, the CJEU has assessed specific terms in such contracts, including clauses on variable interest rates and foreign currency loans, alleged to be unfair.
10 July 2025
Shipping and Yachting

Key amendments to the Maritime Labour Convention: Strengthening protections for seafarers

The most recent amendments to the Maritime Labour Convention (MLC) of 2006, represent a significant step in strengthening the rights and welfare of seafarers. These changes, adopted at international level during the 110th session of the International Labour Conference have been transposed into Maltese law through Legal Notice 26 of 2025 and published by Transport Malta through the Merchant Shipping Notice No. 190 of the 5th February 2025. The amendments respond to critical issues exposed during the COVID-19 pandemic and reflect a broader commitment to the progressive enhancement of international maritime labour standards.
10 July 2025
Competition & Antitrust, Corporate & Commercial Law, Litigation & Dispute Resolution

Cross-Border Wars: CJEU clarifies jurisdiction rules in BSH v. Electrolux

On 25 February 2025, the Court of Justice of the European Union (CJEU) issued a pivotal ruling in BSH Hausgeräte GmbH v. Electrolux AB (Case C-339/22), addressing jurisdictional issues in cross-border patent litigation. The Court held that a Member State court retains jurisdiction to hear an infringement action under Article 4(1) of Regulation (EU) No 1215/2012 (“Brussels I bis Regulation”), even when the defendant challenges the validity of the intellectual property (“IP”) right. Additionally, the ruling sheds light on how disputes involving IP rights registered in non-EU countries – such as Turkey – are to be handled.
10 July 2025
Shipping & Yachting, Ship Finance, Ship Registration

ID-DRITT XXXV – Clean titles & cross-border conflicts: Resolving the international effects of judicial sales of ships

Introduction In today’s rapidly evolving global economy, ships are identified as key industry players by virtue of their day-to-day cross-border voyages making them one of the most essential and volatile economic units. The invaluable nature of shipping must not be underestimated, especially considering that it transports about 90% of global trade whilst simultaneously being the least environmentally harmful mode of transportation, as held by the International Maritime Organization (“IMO”).1
10 July 2025
Banking & Finance, Banking Regulaory, Banking Transactional & Secured Finance, Payment & Electronic Money

MFSA amendments to FIR/02 and FIR/03: Participation in payment systems and DORA alignment

The Malta Financial Services Authority (“MFSA”) has revised Chapter 2 of the Financial Institutions Rulebook (“FIR/02”) and Chapter 3 of the Financial Institutions Rulebook (“FIR/03”) to reflect recent regulatory developments at European level. These updates, which were published on 28 May 2025 pursuant to an MFSA circular, are intended to:
10 July 2025
Intellectual Property, Media & Technology, Brand Protection

Small Initiatives Support Scheme renewed with €180,000 budget for 2026 projects

The Small Initiatives Support Scheme (SIS), a key funding mechanism for voluntary organisations, has been renewed for another year. This scheme, administered by the Malta Council for the Voluntary Sector (MCVS), aims to support applicants seeking funding for small-scale projects that have the potential to make a meaningful impact. The scheme is designed to foster collaboration among voluntary organisations, encourage volunteering—particularly among youth—and support voluntary organisations as an important part of civil society.
10 July 2025
Corporate & Commercial, Commercial and Contract Law, Litigation & Dispute Resolution

ID-DRITT XXXV – Procedural requirements for counterclaims under the ICSID Convention: Consent and connection

Introduction to counterclaims under the ICSID Convention A counterclaim is an independent claim made by a respondent party against a claimant, which reacts and is incidental to the original claim, while also having an objective which extends beyond the mere dismissal of that original claim.1 Therefore, a counterclaim has both a defensive quality which aims at defeating the primary claim, as well as an offensive quality with the simultaneous filing of an independent claim relating to the subject-matter of the dispute.2
10 July 2025
Corporate & Commercial, Commercial and Contract Law, Litigation & Dispute Resolution, Arbitration

Arbitration in Malta: Court balances procedure, legislative intent and party autonomy

On 28 April 2025, the Court of Magistrates, presided over by Magistrate Dr Victor G. Axiak, delivered a partial judgment in the case of Nigel Scerri and Ennessee Ltd v. SR Environmental Solutions Ltd. This case raised significant issues on the operation of Article 15(3) of the Arbitration Act (Chapter 387 of the laws of Malta) and the impact of arbitration clauses on the jurisdiction of Maltese civil courts.
10 July 2025
Banking and Finance

MFSA seeks industry feedback on EU Banking Package implementation

On the 9 May 2025, the MFSA issued a consultation document on the national transposition and implementation of the Banking Package,1 namely CRDVI2 and CRRIII. While the requirements of CRRIII3 are legally binding and were largely applicable as from 1 January 2025, the provisions of the CRDVI need to be transposed into local legislation and shall apply from 11 January 2026, with a few derogations relating to the third country branches’ framework which shall become fully applicable from 11 January 2027.
10 July 2025
Capital Markets, Financial Services Regulation

Publication of draft delegated act in terms of the Listing Act

As part of the reforms introduced by the EU Listing Act (“Listing Act”), important amendments have been made to article 17 of the Market Abuse Regulation (“MAR”), specifically in relation to (a) the disclosure of inside information during “protracted processes”, and (b) the delay of disclosure of inside information. These changes will begin to apply from 5 June 2026.
10 July 2025
Private Client

Case Note: CJEU’s Commission v Malta — rethinking citizenship by investment

CJEU rules Maltese naturalisation framework breaches EU law Citation:                          Case C-181/23, CJEU (Grand Chamber), Judgment of 29 April 2025 Case Reference Court:                               Court of Justice of the European Union (Grand Chamber) Judgment date:                 29 April 2025 Case number:                   C-181/23 Parties:                             European Commission (Applicant) v. Republic of Malta (Defendant) Type of Action:                Infringement procedure under Article 258 TFEU
10 July 2025
Restructuring & Insolvency

The validity of post-insolvency transactions: Interpreting Article 31(1) of the EU Regulation on Insolvency Proceedings

On 27th March 2025, the Court of Justice of the European Union (“CJEU”) delivered a ruling in the case Matthäus Metzler, acting as insolvency practitioner in insolvency proceedings vs. Auto1 European Cars BV (Case C‑186/24) concerning the interpretation of Article 31(1) of Regulation (EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency proceedings (the “Insolvency Regulation”). The request was made in proceedings between Mr Matthäus Metzler (the “Plaintiff”), acting as insolvency practitioner in insolvency proceedings opened against a debtor, and Auto1 European Cars BV (the “Defendant”) concerning the payment to the insolvency estate of an amount corresponding to the market value of a vehicle sold by the debtor to the Defendant after the opening of the insolvency proceedings.
10 July 2025
Corporate & Commercial, Commercial & Contract Law, Restructuring & Insolvency

The Court of Appeal opines on contingent liabilities in the context of Guarantees of Peaceful Possession

Introduction In ‘Ruth Magro v. Ir-Registratur tal-Kumpanniji’ decided by the Court of Appeal on the 25th of February 2025, the Court of Appeal held that the guarantee of peaceful possession granted by the seller to the buyer in the context of a real estate transaction does not amount to a contingent liability, where such guarantee is not capable of being valued.
09 July 2025
Employment, Governance & Company Secretarial, Litigation & Dispute Resolution

Extending fiduciary duties: the Court’s recognition of employees’ fiduciary duties in Associated Supplies Limited vs Joseph Mizzi

On March 11, 2025, the Maltese Court of Appeal delivered a landmark judgement in Associated Supplies Limited vs. Joseph Mizzi, clarifying the scope of fiduciary duties under Maltese law. The court emphasised that such obligations extend beyond directors and trustees to include employees in key managerial positions or high-responsibility roles. The Court held that such duties arise from the nature of one’s role and the trust reposed in the individual, not merely from formal titles.
09 July 2025
Shipping & Yachting, Admiralty & Maritime Litigation

The introduction of a security interest in finance lease transactions

Malta’s maritime industry is largely governed by the Merchant Shipping Act of 1973, Chapter 234 of the Laws of Malta (the “Merchant Shipping Act”), a legislative cornerstone regulating among others, vessel registration, security interests such as mortgages, safety standards, seafarers’ rights and shipowner obligations. Over the years, the Merchant Shipping Act has evolved to keep pace with global maritime trends, and now, it stands on the brink of another major transformation through Act No. I of 2025 (the “Act”).
09 July 2025
Banking & Finance

CJEU clarifies when payment period can exceed 60 days under Late Payments Directive

Summary The Court of Justice of the European Union (“CJEU”) delivered a ruling on 6 February 2025 in the case of Przedsiębiorstwo Produkcyjno – Handlowo – Usługowe A. vs. P. S.A., (Case C-677/22) whereby it interpreted the applicability of Article 3(5) of Directive 2011/7/EU on combating late payments in commercial transactions (recast) (the “Late Payments Directive”). Article 3(5) of the Late Payments Directive states that in commercial transactions between undertakings the payment period within such a contract cannot exceed 60 calendar days, unless otherwise expressly agreed in the contract and provided that it is not grossly unfair to the creditor within the meaning of Article 7 of the same directive. The CJEU in the aforementioned ruling examined the two conditions under which the period for payment can exceed 60 calendar days and elaborated on the instances where a derogation from the 60 calendar days for payment can be considered unlawful.
09 July 2025
Corporate & Commercial

The requisites for the issuance of a precautionary warrant of prohibitory injunction

On 4th March 2025,   the Civil Court (Commercial Section), presided by Madame Justice Audrey Demicoli, in the case “Advocate Joseph Mizzi as Special Attorney of Iurii Degtiar and Mykhailo Tretiak vs MB Shipping Limited (C 40945) and Tetiana Tyspkunova in her capacity as director of MB Shipping Limited, revoked the issuance of a warrant of prohibitory injunction, on the basis that claimants had other legal remedies available.  It also held that the loss to be suffered by claimants was pecuniary in nature and did not constitute “irreparable” harm.
09 July 2025
Capital Markets

MFSA publishes template for reporting share buy-backs

In terms of the EU Market Abuse Regulation (MAR), issuers may acquire their own shares without any concern of engaging in insider dealing and/or market manipulation, provided that they follow the requirements set out in article 5.  One of these requirements is for issuers to report their share buy backs to the relevant competent authority no later than by the end of the 7th daily market session following the date of the execution of the transaction. Issuers need to report their buy backs both on an aggregated and an individual basis.
09 July 2025
Shipping & Yachting

Unpaid wages and maritime claims: a captain’s legal battle before the Maltese Courts

In a judgment delivered on 14 February 2025 by the First Hall, Civil Court (the “Court”) in the case of Captain Tara Merlin Ehrlich vs MV Force India, the Court examined the interplay between maritime employment rights and the legal framework for enforcing such claims under Maltese law. The crux of the dispute related to allegations of unpaid wages and other expenses allegedly owed to Captain Tara Merlin Ehrlich (the “Captain”) employed aboard the Maltese-flagged vessel Force India (the “Vessel”). This case not only highlights the protections available to seafarers under the Code of Organization and Civil Procedure (COCP), Chapter 12 of the Laws of Malta (the “COCP”), and the Merchant Shipping Act, Chapter 234 of the Laws of Malta (THE “Merchant Shipping Act”), but also provides insight into the evidentiary standards required for successfully pursuing such a claim in the Maltese courts.
09 July 2025
Competition & Antitrust

Decision on electricity price support measures in Spain and Portugal upheld by the General Court

In a judgment delivered by the General Court of the European Union (the “Court”) on the 12 March 2025 in the case of PGI Spain and Others (the “Plaintiffs”) vs the European Commission (the “Commission”), the Plaintiffs sought the revocation of the Commission’s decision not to object to Spain and Portugal’s measures designed to mitigate the recent surges in electricity prices in the Iberian Peninsula.
09 July 2025
Banking and Finance

CJEU Rules on transparency requirements in Consumer Credit agreements

On 13 February 2025, the Court of Justice of the European Union (the “CJEU”) delivered a preliminary ruling in the case C-472/23 in the names Lexitor sp. z o.o. v A. B.S.A, clarifying certain scenarios where lenders may be deemed to be in breach of their obligations to provide consumers with the information set out in Article 10(2)(g) and Article 10(2)(k) of Directive 2008/48/EC (the “Consumer Credit Directive” or the “CCD”).
09 July 2025
Corporate & Commercial

Restoration to the Register of Companies of a struck-off company

In Riċevitur Uffiċjali fil-kapaċita’ tagħha ta’ stralċjarja tal-kumpanija Cassar & Schembri Marketing Ltd v. Reġistratur tal-Kumpaniji, decided by Mr Justice Ian Spiteri Bailey (Civil Court – Commercial Section) on 10 January 2025, the Court resorted to an exceptional remedy at law and ordered the restoration of the company Cassar & Schembri Marketing Ltd (C 33174) (the “Company”) (which was previously dissolved by a court order and had been struck off) to the Register of Companies (the “Register”), for a limited time only, since there was a mistake in the list and ranking of creditors, so  that the Official Receiver, in her capacity as liquidator of the Company, would be able to proceed with the distribution of the assets of the Company in terms of an amended list of creditors and their ranking.
09 July 2025
Banking & Finance, Financial Services Regulation

MFSA issues finalised Conduct of Business Rulebook for banks

On 28 February 2025, the MFSA published a Conduct of Business Rulebook (the “Rulebook”) for credit institutions offering retail products and services with the aim of enhancing consumer protection in the banking sector. The Rulebook was accompanied by the publication of a Feedback Statement which outlines the salient changes implemented by the MFSA to the consultation version of the Rulebook which was published in February 2024 as well as certain clarifications.[1] The Rulebook will come into force 1 March 2026, although products such as consumer credit, home loans and payment accounts will at this stage continue to be governed by the provisions of the relative legal notices which regulate them pending repeal and substitution of these legal notices by the Rulebook provisions.
09 July 2025
Shipping & Yachting

Lessons from the Bayesian Yacht Incident: Has the time come for pleasure yachts to face more stringent regulation?

The tragic sinking of the British-flagged Bayesian yacht off the coast of Sicily, which resulted in the loss of seven lives, has sparked debates on the adequacy of safety regulations for pleasure yachts compared to their commercial counterparts. The incident underscores disparities in the regulatory frameworks governing these categories of yachts, raising questions about whether lighter oversight for pleasure yachts remains justified in the face of larger pleasure yachts being manufactured.
09 July 2025
Competition and Antitrust

The ECJ clarifies the application of collective action in EU competition law

On 28th January 2025 in Case C-253/23, “ASG 2 Ausgleichsgesellschaft für die Sägeindustrie Nordrhein-Westfalen GmbH v Land Nordrhein-Westfalen” the European Court of Justice (“ECJ”) clarified the compatibility of national law provisions limiting collective actions with the right of persons to be compensated for harm caused to them as a result of a competition law infringement. The ECJ confirmed that victims of competition law infringements may assign their right to claim damages, if this is the only way in which their right to seek damages can be effectively exercised.
09 July 2025
Insurance and Reinsurance

The parties to an insurance policy

On 7 November 2024, the Court of Appeal (Civil, Superior) delivered its final judgment in the case of ‘C.B. v Water Sports Operations Limited et’, which related to a water sports accident that occurred in July 2007. While the Court of Appeal delved into a number of legal principles, the purpose of this law report will be to analyse the Court of Appeal’s conclusions reached in respect of an insurance policy entered into between a local insurance agent (hereinafter “MIAL”) and the defendant company.
09 July 2025
Corporate and Commercial

Struck-Off but still standing: The legal lifeline for companies

On 27th May 2024, the First Hall Civil Court (Commercial Section) (the ‘Court’) delivered its judgement in the names of ‘Usta Holdings Inc. vs. Ir-Reġistratur tal-Kumpaniji’ whereby the plaintiff, as the sole shareholder of Usta Maritime Co. Ltd (C 43902) (the ‘Company’), requested the Malta Business Registry (the ‘Registrar’) to have the name of the Company restored and placed back on the register after it was previously struck off for failure to abide by its obligations.
08 July 2025
Banking and Finance

‘Buy Now, Pay Later’ Schemes Examined by the CJEU under the Consumer Credit Directive

On 17 October 2024, the Court of Justice of the European Union (the “CJEU”) delivered a ruling in the case of Riverty GmbH (legal successor of Arvato Finance BV) v MI (Case C-409/23), on the qualification of the so-called ‘buy-now-pay-later’ (“BNPL”) schemes, where consumers purchase goods or services and are able to postpone payment, in the context of consumer credit rules applicable at European Union level by way of Directive 2008/48/EC Of the European Parliament and of the Council of 23 April 2008 on credit agreements for consumers (the “Consumer Credit Directive” or the ”Directive”).
08 July 2025
Capital Market

Non-Profit Companies: A Contradiction or a Practical Tool?

When one thinks of a company, trading activities and profit-making typically come to mind, with dividends eventually distributed to shareholders. The trading “purposes” of a company are in its Memorandum and Articles of Association and while the Companies Act allows companies to be established for any lawful purpose, it is unusual for a company’s purpose to focus solely on the public good rather than the financial benefit of its stakeholders—whether shareholders, employees, creditors, or others. In our legal system, non-profit organisations are traditionally the domain of religious and voluntary organisations, typically structured as foundations or associations. In order to avoid confusion in the perception of supporting members of the public, the Voluntary Organisations Act (VOA) expressly states that “a voluntary organisation may not be established as a limited liability company or any commercial partnership.” However, the concept of a non-profit-making company does exist. This raises questions: Is this designation appropriate? Why are these entities not set up as trusts, associations or foundations – the more typical forms – instead? Voluntary Organisations and Trading Activities Voluntary organisations do not usually engage in trading activities. Their primary focus is on public benefit purposes, even when raising funds through public appeals, fundraising activities, or grants. Engaging in extensive trading activities could detract from achieving the organisation’s public benefit objectives. The VOA allows exceptions where trading is essential to achieve an organisation’s objectives—for example, museums selling entrance tickets or schools charging tuition fees. Additionally, a voluntary organisation is permitted to engage in commercial activities provided the income generated remains minor compared to its overall income from public benefit activities. For significant trading activities unrelated to their public benefit purposes, voluntary organisations are required to set up a limited liability company where the focus is the trading activities intended to generate income and which need to be carried on legally, professionally and in a manner compliant with many laws applicable to traders. This ensures a level playing field by subjecting such activities to the same trading, compliance, health and safety, consumer protection and taxation rules as other commercial enterprises, thereby avoiding discrimination within the commercial sector. The VOA seeks to ensure that proper resources are placed within the trading company to ensure that appropriate resources and focus remain dedicated to the voluntary organisation and its public benefit purposes. Without this division, a real risk would arise that the resources (human and financial) needed for the voluntary organisation would be distracted and upset by the challenges posed to operate a trading operation. Although it is much easier to operate an association or a foundation, as there are far less rules applicable to these forms when compared to a limited liability company, many already find the demands of the VOA to be too cumbersome, just imagine adding to these all the rules applicable to trading companies. So, the law requires a dedicated legal form (a limited liability company), if a voluntary organisation decides to stretch itself into trading activities beyond its own public benefit purposes. In such cases, the flow of funds between the company and the voluntary organisation operates similarly to that between a parent and subsidiary. The dominance of the public benefit purpose in this structure requires, for consistency with the most basic principles of voluntary organisations, that no private interest benefits from the profits generated by the limited liability company. How Does This Work in Practice? When a voluntary organisation establishes a limited liability company, the law mandates that non-profit-making principles must apply to the company to prevent abuse. While the company may generate profit, its purpose must not include the promotion of private interests, such as benefiting its directors, nor can that happen in practice. Profits are to be used solely to advance the objectives of the parent voluntary organisation through direct distributions up to the parent only. The company serves as a vehicle for profit generation to help achieve the voluntary organisation’s goals. Upon liquidation, any capital distribution must go exclusively to the parent voluntary organisation. The directors of the company do not directly fulfill the public benefit purposes of the voluntary organisation. Instead, their role is to generate profits, which are then applied to those purposes. Administrators of the voluntary organisation who also serve as directors of the company are generally prohibited from receiving remuneration, ensuring compliance with restrictions on private benefits. If a remunerated director is engaged to better operate the company, as opposed to relying on volunteers, then strict rules apply to such engagement and such persons’ remuneration, which must reflect market conditions. Practical Considerations While establishing a company allows the voluntary organisation to compete effectively in commercial markets, it also imposes significant administrative burdens. Limited liability companies must appoint auditors, adhere to compliance rules, and observe accounting standards. It is often argued that voluntary organisations face considerable strain from increasing bureaucratic burdens. Adding further obligations to the voluntary organisation’s structure for the sake of potential profit generation may not be justifiable in real terms. Each case must therefore be assessed on its own merits, considering factors such as costs, resources, compliance obligations, and feasibility. While establishing a company is legally possible and can provide valuable tools for achieving public benefit goals, it may not always be the best solution for every voluntary organisation. Conclusion When a voluntary organisation makes the choice to set up a limited liability company for trading purposes, and thus complies with the VOA to ensure that none of its generated profits go to any private interest, we have a special case not addressed in the Companies Act. This is an atypical company but one which is clearly regulated in the VOA through a superstructure of additional rules to those in the Companies Act. These rules are not contradictory, and one set merely modifies the other to consistently achieve the public benefit purposes of the former. It is not uncommon for this type of company to be referred to as a “non-profit making company” although the term is not technically used or defined in the VOA. It is, however, in practical terms, an appropriate term to use for this special type of company as it can only make profit for one purpose – that of passing all of it onto the parent voluntary organisation. If this does not happen in such a company, then there would be a serious breach of the VOA, undermining the credibility and good reputation of the voluntary and non-profit sector. So, we all need to be vigilant to ensure that this does not happen. That is what a non-profit making company is under Maltese Law. The authors would like to thank Max Ganado for his contribution to this article. If you have any questions, please contact Christine Borg or Rebecca Micallef at Ganado Advocates. This article was first published in The Times of Malta on 29/12/2024. Authors: Christine Borg, Rebecca Micallef
03 July 2025

Brussels 1 Recast – Interpreting the Grounds for the Refusal of Recognition of Judgements

On the 21st of March 2024 the Court of Justice of the European Union (the “CJEU”) delivered a preliminary ruling (C-90/22) clarifying the scope of the grounds for the refusal to recognise judgements of EU Member States in terms of Regulation (EU) No 1215/2012 on jurisdiction and the recognition and enforcement of judgements in civil and commercial matters (“Brussels 1 Recast” or the “Regulation”).
11 July 2024

Deciphering passenger consent – the ECJ’s latest ruling on flight reimbursement

On 21 March 2024, the European Court of Justice (“ECJ”) gave a preliminary ruling on the interpretation and scope of Regulation No 261/2004 of the European Parliament and of the Council establishing common rules on compensation and assistance to passengers in the event of denied boarding and of cancellation or long delay of flights (the “Regulation”) in relation to case C-76/23 pertaining to the method of reimbursement following a flight cancellation.
18 June 2024

The Parties’ Free Choice of EU Jurisdiction

On 8 February 2024, the Court of Justice of the European Union (“CJEU”), in delivering a preliminary ruling in the name of Inkreal s.r.o. v. Dúha reality s.r.o. (C-566/22) reached a controversial conclusion that parties established in the same Member State may agree on the jurisdiction of the courts of another Member State to settle their contractual disputes even if the contract does not have any other international element or connection with the chosen Member State.
19 April 2024
Environment

Malta launches preliminary market consultation on Floating Solar Farms

On the 31st January 2024, the Ministry for the Environment, Energy and the Regeneration of the Grand Harbour, launched a Preliminary Market Consultation (“PMC”) to assess market appetite for the development of floating solar technology projects, including photovoltaic farms within the territorial sea of the Maltese Islands.[1] This forms part of the Maltese Government’s strategy to becoming carbon neutral by 2050. A site situated 4 nautical miles from the Maltese coast has been identified as a potential location for the development and operation of floating solar farms, with the capacity of generating up to 50 megawatts of energy. These floating solar farms will be directly connected to the Maltese power station in Delimara, feeding directly into the national grid. The PMC identifies the following key considerations for the development of such floating solar technology project: Optimal land utilisation Enhanced energy generation Environmental Compatibility Reduced Transmission Losses Adaptability to water depth Diversification and Security of Energy Sources Innovation The PMC shall remain open until the 24th April 2024 (closing at 11:00am Malta time) and interested parties are invited to register as suppliers through the following link. Author: Saman Bugeja Footnotes [1] A link to the PMC Document may be found here
10 April 2024
Regulation

EIOPA Supervisory Statement on the use of governance arrangements in third countries to perform functions or activities

On the 3rd February 2023, the European Insurance and Occupational Pensions Authority (EIOPA) issued a Supervisory Statement on the use of governance arrangements in third countries to perform functions or activities (“Supervisory Statement”).  The EIOPA Supervisory Statement follows a public consultation which was launched by the European Authority on the 29th July 2022 relating to the use of governance arrangements in third countries (“Consultation Paper”).
08 March 2023
Insolvency

Creditors’ right to request the dissolution and winding up of a company in default

In its judgment on the 23 January 2023, the First Hall Civil Court (Commercial Section) (hereinafter the “Court”) presided by Mr. Justice Ian Spiteri Bailey delved into the salient features of a request made to the court for the dissolution and winding up of a company by a creditor or creditors of such company by means of an application in terms of Article 218(1) of the Companies Act, Chapter 386 of the Laws of Malta (the “Act”).
08 March 2023
Contracts

Revision of prices in Government Supply Contracts resulting from the war in Ukraine

The Department of Contracts (“DOC”) has published a second circular (the “Supply Guidelines”) which guides a contractor in filing a claim for compensation arising out of the Ukrainian conflict where the public contract in question has a supply element. It is important to note that the wording used by DOC’s Supply Guidelines is not limited to public supply contracts but regulates “public contracts involving supplies”. Our understanding is that a compensation claim can be submitted even in the context of a works or services contract, as long as the claim in question concerning the supplies element. However, the contract value must exceed €10,000 (excluding VAT).
08 March 2023
Financial Services

The future of financial services in Malta

In the first episode of the ‘Ganado Meets Finance’ podcast, Ganado Advocates’ Managing Partner Andre Zerafa speaks with MFSA CEO Joseph Gavin about regulation, supervision and the future of the industry. Listen to the podcast here: https://open.spotify.com/episode/55yqlCMx0JFSFMALbvIqGm The experience for Joseph Gavin as the MFSA’s CEO has been a fascinating and busy journey so far. He does, however, believe that notwithstanding the finance industry being dampened for a while by the pandemic and Malta’s greylisting by FATF, admirable progress has since been made and we now seem to be in a clear path which has given rise to a much greater sense of confidence among practitioners, regulators and the industry in general. The financial services sector remains diverse and there is a very strong base for the continued growth of the sector. Going forward, Gavin says that the MFSA needs to be seen as an effective regulator, gatekeeper, supervisor and enforcer which is committed to supporting the industry, particularly in terms of identifying growth opportunities as well as niche growth opportunities. The MFSA has recently carried out an internal assessment to identify aspects which need to be enhanced to further engage with the sector. The MFSA continues to strive to improve efficiencies and processes, and also assisting in changing the framework to allow for wider growth opportunities. Forward looking: On a global level, technology is advancing swiftly and overtaking steadily. In the eyes of Gavin, this will be one of the MFSA’s biggest challenges in the coming years. Both short-term and long-term changes will need to be undertaken to ensure that Malta’s platforms are and remain operative and effective. Considering, Gavin deems there to be great prospects for our payment and e-money institutions. Innovation: When it comes to innovation, the MFSA wishes to place itself in a more competitive position when compared to the larger jurisdictions, which may be done by making processes more efficient, expanding the capacity of Malta’s legal and financial instruments, and by developing and allowing for new products, such as a notified PIF (product information file). Competition: There are various areas of the financial services sector which are indeed competitive but there is still the need for more proportionality. This will accommodate competitiveness within the EU and allow smaller jurisdiction, like Malta, to compete effectively with other larger jurisdictions. Where the opportunity arises, Malta should negotiate revisions to the EU framework and put forward the proportionality argument. MFSA’s supervisory priorities for the next few years The MFSA has a very comprehensive strategy in terms of supervisory priorities. For instance, in the banking sector, the MFSA’s priority will be to continue to supervise closely while working towards consolidation. The insurance sector, on the other hand, is a well-established sector and is very well covered by insurance legislation and has a good variety of innovative structures (such as the protected cell company legislation). Interestingly to note, the insurance sector has sustained itself very well throughout the pandemic. As regards payment institutions, that there has been a significant growth in the sector both in terms of volume of payments and activity passing through the various regulated firms. The MFSA continues to be supportive of innovation. There is an opportunity for firms to develop technology and change the way of doing business, which the MFSA encourages, using the sandbox. While noting that there is also great potential for the asset management sector in Malta, Gavin says that a number of things need to be improved, including (i) our legislative framework; (ii) our engagement with the industry; and (iii) the arrival of international depositaries. The arrival of the international depositary, or the opening up of the restriction which exists at the level of the AIFMD (requiring a local depositary for the Alternative Investment Fund (the AIF)) would be very welcome by the industry. The blockchain island The regime Malta has for virtual financial assets is probably one of the best in the world. Presently, the island has around 15 operators and 15 virtual financial assets agents. Although the industry isn’t the largest, Ganado Advocates’s managing partner Andre Zerafa deems it strong enough for Malta to be able to build on what there is, and this needs to be done particularly in response to the needs of the investors, who deem exposure to crypto assets to be extremely important. Conclusion It is clear that Malta and the MFSA are open for business, which needs to continue to be compliant with the expectations both at EU level and even at a national level. From 2008-2016, Malta has had exponential growth and while the country has seen some consolidation in the past two years in particular, it is now ready for the next challenge. Author: Bettina Gatt May 27, 2022
26 October 2022
Insolvency

The dissolution and winding up of a company when unable to pay its debts

In its judgement delivered on 25 February 2021, in the names “Dr. Antoine Naudi as special attorney on behalf of the foreign company UR s.r.l vs. Talocan Ltd of Malta”, the Civil Court (Commercial Section), presided over by Hon. Justice Joseph Zammit McKeon, analysed the requirements necessary to uphold a dissolution and consequential winding up request in terms of Article 214 (2) (a) (ii) of the Companies Act, Chapter 386 of the Laws of Malta.
26 October 2022
Payment Services

PSD3 – Through the lens of the European Banking Authority

The main objectives of the Payment Services Directive (EU) 2015/2366 (PSD2), transposed under Maltese law by inter alia the Financial Institutions Act, Chapter 376 of the Laws of Malta (FIA), were mainly to create a safer and more secure space for payments, to enhance protection for European Consumers and businesses and to contribute to an integrated and efficient European payments market. However, as Maired McGuinness, Commissioner for Financial Services, Financial Stability and Capital Markets Union stated: “The PSD2 has driven innovation in retail payments, to the benefit of consumers and financial service providers. It is now time to take stock with all stakeholders, and prepare our next steps. We want to boost innovation and increase consumer choice in payments and open finance, while keeping the companies and people who generate data in control”. With regards to this, the European Commission launched a public consultation to collect evidence regarding the application of the PSD2 together with any benefits and challenges which may have been encountered and any amendments which may be appropriate.
26 October 2022
Payment Services

PSD3 brewing? EU Commission launches consultations revising the Second Payment Services Directive

In line with the EU Digital Finance Strategy and the EU Retail Payments Strategy, the European Commission has just launched a series of consultation documents primarily aimed to collect market feedback on open finance rules and on any potential amendments to the EU Payment Services Directive 2015/2366 (“PSD 2”) – which directive sets out the legal foundation for the development of an integrated internal market for payment services within the EU and inter alia sets out rules on licensing regimes for payment institutions, open banking, and rights and obligations of payment services users and providers.
26 October 2022
TMT

Exploring DORA – the key features

The reliance of financial entities on the use of technology within their business infrastructure is increasingly on the rise, given that it helps save on costs, increases efficiency and ultimately benefits consumers by offering a better end product. A number of insurance undertakings are in fact increasingly incorporating ‘tech’ within their product-lines and services, as well as within their operational functions in the course of creating, distributing or administering insurance products.
26 October 2022
Aviation

ECJ rules on the passenger’s right to compensation from non-EU air carriers

The European Court of Justice (the “ECJ”), on 7 April 2022, delivered a preliminary ruling with regards to Regulation (EC) No 261/2004 which establishes common rules on compensation and assistance to passengers in the event of denied boarding and of cancellation or long delay of flights (the “Air Passenger Rights Regulation”) and as a result, has extended the scope for passengers to seek compensation. In particular, for delays pertaining to connecting flights consisting of two legs which are serviced by non-EU air carriers.
26 October 2022
Compliance

EBA issues Guidelines on policies and procedures in relation to Compliance Management and the role and responsibilities of the AML/CFT Compliance Officer

On 2 August 2021, the European Banking Authority (the “EBA”) launched a public consultation on the  on policies and procedures in relation to compliance management and the role and responsibilities of the anti-money laundering and counter financing of terrorism (“AML/CFT”) compliance officer under Article 8 and Chapter VI of Directive (EU) 2015/849 [1].
26 October 2022
Press Releases

The new banking rule on internal governance

Through a circular issued on the 7 January 2022, the Malta Financial Services Authority (MFSA) advised that Banking Rules BR/01, BR/12, BR/14[1], BR/15 and BR/21 had been revised primarily to transpose Directive (EU) 2019/878 of the European Parliament and of the Council of 20 May 2019 amending Directive 2013/36/EU (“CRD V”). Additionally, for the first time, the Banking Rules now include a specific banking rule dealing with governance of banks, namely BR/24 on Internal Governance of Credit Institutions. The revisions to the Banking Rules and BR/24 are in force.
24 January 2022
Press Releases

Stowaways: Legal implications

Introduction This article discusses stowaways on board ships and vessels generally. Since time immemorial, stowaways have been an ever-present concern for the international community and particularly the shipping industry. In more recent time, we have seen controversy arise as to the manner in which stowaways are treated, by both ship operators and the authorities concerned. For the master and crew, a case of stowaways on board their vessel is always trying, as difficult decisions need to be taken, which, on the one hand respect the human dignity of the stowaway whilst on the other hand, respect both the law and the security and safety requirements of the vessel concerned. In this article, we explore the legal obligations that come into play in such cases and how stowaways are dealt with under Maltese Legislation.
24 January 2022
Press Releases

ESG considerations for listed companies

What ESG is and what it is not Increasingly becoming the flavour of the month in business circles and topping the agenda at most conferences, ESG is quite often misrepresented as a synonym for Corporate Social Responsibility (CSR) or a polite way of reminding us that we should print less and recycle more. But ESG is far greater than that and the purpose of this article is to shed some light on what ESG means in practical terms for Maltese issuers.
24 January 2022
Press Releases

ESG and insurance: Things to look out for in 2022

2021 will be remembered (or outright forgotten) for a variety of reasons. Indeed, in and amongst the pandemic-related doom and gloom, 2021 may be viewed as a watershed moment for all matters ESG – i.e. environmental (E), social (S) and governance (G) criteria, of course. The pace at which the regulatory landscape has changed over the past year in particular has been nothing short of unrelenting – with the implementation of the ‘Level 1 Disclosures’ found under the Sustainable Finance Disclosures Regulation (“SFDR”) meriting an honourable mention. Additionally, some much-needed, concrete action was also taken locally, with the launch of the much-anticipated Malta ESG Platform towards the latter end of the year providing the market with a number of useful metrics for the assessment of the ESG credentials of companies listed on the Malta Stock Exchange.
24 January 2022
Press Releases

Can the rights arising from a registered IDERA be restricted by a warrant of prohibitory injunction?

In its judgment delivered on the 8 November 2021, in the names of Air X Charter Limited and Air X Aircraft Finance I Limited vs. (1) Firm Mamo TCV Advocates as Deputy Curators acting on behalf of Avmax Aircraft Leasing Inc (Canada) (“Avmax”) as beneficial owner of eight (8) aircraft (the “Aircraft”) and Bank of Utah (United States of America) acting as owner trustee of the Aircraft and (2) The Malta Transport Authority, the First Hall Civil Court, presided over by Hon. Justice Robert G. Mangion, examined whether a warrant of prohibitory injunction can be issued to inhibit the holder of a registered Irrevocable Deregistration Export Request Authorisation (“IDERA”) from enforcing its rights arising from an IDERA in Malta.
24 January 2022
Press Releases

Artificial Intelligence in the Medical Field – Dr. Paul Micallef Grimaud

In the third episode of the “Ganado Meets Tech” podcast, Ganado Advocates’ IP/TMT partner Paul Micallef Grimaud, met with consultant nuclear medicine physician, Dr. Andrew Mallia, Professor Alexiei Dingli – University of Malta Senior Lecturer of Artificial Intelligence and entrepreneur and lawyer Dr. Gege Gatt to look at how AI is positively impacting the health sector and providing us with unprecedented levels of cure and health management, whilst also discussing the legal and ethical risks involved.
07 September 2021
TMT (Technology, Media & Telecoms)

Artificial Intelligence in the Medical Field – Dr. Paul Micallef Grimaud

In the third episode of the “Ganado Meets Tech” podcast, Ganado Advocates’ IP/TMT partner Paul Micallef Grimaud, met with consultant nuclear medicine physician, Dr. Andrew Mallia, Professor Alexiei Dingli – University of Malta Senior Lecturer of Artificial Intelligence and entrepreneur and lawyer Dr. Gege Gatt to look at how AI is positively impacting the health sector and providing us with unprecedented levels of cure and health management, whilst also discussing the legal and ethical risks involved.
03 August 2021
Ganado Advocates