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Ganado SARL > Firm Profile

Ganado Advocates is a leading commercial law firm predominantly servicing an international client base through its two locations in Malta and Luxembourg. In 2019, the firm has opened an office in Luxembourg (Ganado SARL) specifically aimed at servicing clients operating within the asset management space. The establishment of this new office forms part of the firm’s expansion plan into new European markets.

Ganado SARL is specifically aimed at:

• • assisting clients throughout the whole cycle of a fund set-up, from identifying the type of fund structure that is more suited to the clients’ needs, to the drafting of fund and contractual documentation, the submission/negotiation with regulatory authorities, and the establishment of SPV, feeder and parallel structures;
  • post launch, assisting with implementation of regulatory updates, compliance, closings, investment transactions, fund reorganisation and other ongoing legal support needed post-closing, including in case of exit procedures;
  • assisting Luxembourg management companies and alternative investment fund managers in their establishment as well as providing advice throughout their existence, in particular in terms of updating and implementing their internal policies, agreements and fund documentation to the continuous changes driven by the regulatory environment; and
  • advising on all regulatory matters impacting the fund, asset and the wealth management industry.

Press Releases

The new banking rule on internal governance

24th January 2022 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.

Stowaways: Legal implications

24th January 2022

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.

Malta’s progress in the space industry

24th January 2022 In the fifth episode of the ‘Ganado Meets Transport’ podcast, Daniel Aquilina, partner within the transport law practice at Ganado Advocates, meets Kristian Zarb Adami, a pioneer in Malta’s space sector.

Introduction to the Commercial Yacht – Pleasure Yacht Changeover Guidelines

24th January 2022 In accordance with the Malta Commercial Yacht Code (“CYC”), on the 2^nd September 2021, the Merchant Shipping Directorate of Transport Malta issued the ‘Commercial Yacht – Pleasure Yacht Changeover Guidelines’ (“the Guidelines”).

ESG considerations for listed companies

24th January 2022

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.

ESG and insurance: Things to look out for in 2022

24th January 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.

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

24th January 2022 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.

Ganado Meets Transport

7th September 2021 In the first episode of Ganado Meets Transport podcast, Ganado Advocates’ Matthew Xerri, Senior Associate within the shipping and aviation team, met with Captain Charles Pace to discuss the latest developments on Aviation in Malta.

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

7th September 2021 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.

Legal Developments

Women’s representation in the finance industry

26th October 2022 In the latest episode of the ‘Ganado Meets Finance’ podcast, Stephanie Farrugia, senior associate at Ganado Advocates, speaks with Paulianne Nwoko, managing director of Apex Fund Services Ltd, on the representation of women in finance.

The New Banking Rule 25 on the Financial Holding Companies and Mixed Financial Holding Companies Regime

26th October 2022 On the 28 July 2022 the Malta Financial Services Authority (the “MFSA”) issued a new Banking Rule, namely BR/25 on Financial Holding Companies and Mixed Financial Holding Companies (“BR/25”). 

The future of financial services in Malta

26th October 2022 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.

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Listen to the podcast here:https://open.spotify.com/episode/55yqlCMx0JFSFMALbvIqGmThe 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.

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Author: Bettina GattMay 27, 2022

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

26th October 2022 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.

PSD3 – Through the lens of the European Banking Authority

26th October 2022 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.

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

26th October 2022 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.

New opportunities within the Maltese insurance market

26th October 2022 In the third episode of ‘Ganado meets Finance’ podcast, Matthew Bianchi, partner and head of the insurance practice at Ganado Advocates meets the Malta Insurance Managers’ Association Chairperson Elizabeth Carbonaro.

New market abuse Q&As

26th October 2022 The European Securities and Markets Authority (“ESMA”) recently updated its question and answer document on the Market Abuse Regulation (“MAR”). The updated document sees the introduction of two new questions and their corresponding answers which, broadly, provide that:

MSE’s strategy and the outlook for the Maltese capital markets

26th October 2022 In the second episode of the ‘Ganado Meets Finance’ podcast, Nicholas Curmi, partner and head of the capital markets practice at Ganado Advocates, meets the Malta Stock Exchange’s Executive Chairman Joseph Portelli for a frank chat on the inner workings of the Malta Stock Exchange, and the way forward for the Maltese capital markets space.

Malta becomes one of the first EU Member States to integrate with BORIS

26th October 2022 In terms of the Fifth and Sixth EU Anti-Money Laundering Directives [1] (“AMLDs”), the European Commission issued a communication accompanied by a series of reports paving the way forward for further discussions on the improvement of the anti-money laundering EU framework.

Exploring DORA – the key features

26th October 2022 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.

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

26th October 2022 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.

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

26th October 2022 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].

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

3rd August 2021 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.