Malta: Directors and Officers

When shareholders' agreements conflict with a company's Memorandum and Articles of Association under Maltese law, the legal consequences may surprise many stakeholders.

Boards face a new reality where volatility is the baseline, not the exception. Trade measures, regulatory shifts, cyber threats and geopolitical instability now shape markets continuously, exposing weaknesses in traditional governance models that treat external risk as periodic review items rather than standing strategic inputs. High-performing boards are moving from reactive crisis response to disciplined, repeatable resilience governance that protects enterprise value and preserves strategic choice.

When shareholders use both constitutional documents and private agreements to govern their company, conflicts can arise that challenge corporate governance. This analysis examines which instrument takes precedence under Maltese law when the Memorandum and Articles of Association clash with a shareholders' agreement, drawing on key judicial precedents and the fundamental principles of company law.

On 18 June 2025, Malta introduced Bill No. 136, proposing a series of amendments to Malta's Companies Act (Chapter 386 of the Laws of Malta).

Private Trust Companies (PTCs) offer families and high-net-worth individuals a tailored solution for trust administration.

A number of amendments to the Maltese Companies Act were enacted by means of Act XVIII of 2025 on 11 July, 2025. This article analyses some amendments which have significant...

Many will have heard of the relatively recent adoption of the Corporate Sustainability Due Diligence Directive (CSDDD or CS3D) by the European Parliament back in April 2024. Indeed, after much political haggling...

The Chapter discusses local trends and developments in the field of AI, machine learning and big data.

This article outlines the importance of succession planning as a basic tenet of good corporate governance. In this article we try to explain how a board should go about succession...