/library/oar/handle/123456789/1894 Fri, 07 Nov 2025 19:05:18 GMT 2025-11-07T19:05:18Z /library/oar/handle/123456789/2178 Title: European Market Infrastructure Regulation (EMIR) : a spotlight on changes affecting the EU OTC Derivative contracts market with a local perspective Abstract: This thesis aims at providing a better understanding vis-à-vis the profound impact generated by EU post-financial crisis ‘Over-the-Counter’ derivative trading reforms. The European Market Infrastructure Regulation forms part of a wider, international regulatory response aimed at tightening gaps in pre-2008 OTCD legislation and restoring stability in financial markets, by improving post-trade transparency of the formerly opaque OTCD markets and reducing systemic risk via mandatory clearing for CCP-eligible transactions. Such reform however cannot be achieved until consensus on an EU-wide classification of a ‘derivative’ instrument is reached. It is clear that a harmonised application of EMIR’s obligations, especially the reporting obligation, can only be achieved once the EC adopts a true, pan-European definition. Moreover, whilst the benefits of centralising counterparty credit risk in a CCP far outweigh the risks inherent to bilateral clearing and settlement, it remains to be seen whether the transfer of such a large concentration of exposures will be adequately netted and collateralised. Although a number of OTCD transactions will continue to be traded bilaterally, albeit subject to stricter risk-mitigation requirements, EMIR not only revolutionalises the previously unregulated, bilateral OTCD market by requiring any undertaking engaged in OTCD trading to reconsider its existing system infrastructures and documentation to ensure compliance with these ‘newfound’ obligations, but has the potential of undermining the very reason for which such customized, bespoke contracts have been created. Ultimately, insights by a number of local industry participants shed light on the various regulatory gaps which should be addressed. Description: LL.D. Wed, 01 Jan 2014 00:00:00 GMT /library/oar/handle/123456789/2178 2014-01-01T00:00:00Z /library/oar/handle/123456789/2177 Title: The Takeover Bids Directive : a critical analysis of its implementation in Malta and other EU member states Abstract: Directive 2004/25/EC on takeover bids came into force on May 2004 and was to be implemented in all Member States by May 2006. This thesis aims to critically examine Malta’s implementation of the Directive, comparing Maltese takeover regulation to that of other Member States whilst proposing amendments to the MFSA Listing Rules. Chapter 1 sets a general introduction to the concept of takeovers, delving into issues such as the difference between mergers and takeovers and the financing of bids, before giving a brief historical background to takeover legislation in Europe. Chapter 2 goes through the long political process which led to the Takeover Directive, following which an analysis of the provisions of the Directive shall be made. The third Chapter focuses specifically on Malta’s takeover legislation. After a brief commentary on the situation prior to the implementation of the Directive, the author shall critically examine the provisions of the MFSA Listing Rules, drawing comparisons from other jurisdictions in order to highlight certain deficiencies in our legislation. The fourth Chapter lays out the way forward, in the author’s opinion, for takeover regulation in the EU. Following a brief analysis of the European Commission’s report into the application of the Takeover Directive, together with the External Study commissioned to look into the legal and economic aspects of the Directive, the author shall then point out what he believes are the main issues which need to be addressed not only by the Commission but also on a local level. The author’s main argument is in favour of lowering the mandatory bid threshold to 30% to be in line with the current trend in the EU, although this requires further amendments to the Listing Rules, which shall also be addressed in the Conclusion of this thesis. Description: LL.D. Wed, 01 Jan 2014 00:00:00 GMT /library/oar/handle/123456789/2177 2014-01-01T00:00:00Z /library/oar/handle/123456789/2176 Title: A critical analysis of the Small Business Act (Cap. 512 of the Laws of Malta) and the legal implications of starting and growing a small business in Malta Abstract: The Small Business Act for Europe (SBA) was an uncharacteristic legal document, in that it was a non-binding Act in nature, and yet was still ratified in Malta, through the coming into force of the Small Business Act for Malta. Drafted at a time when a financial crisis was already looming over Europe’s future, the Act sought to strengthen and boost the European SME policy across all Member States. Small and Medium Enterprises accounted for over 99% of the business industry in Europe, and were the greatest contributors to the continent’s employment, Gross Domestic Product and Added Value. Small and Medium Enterprises (SMEs) were at the heart of the economy, and provided more to society than larger enterprises. 2008 was the year in which the European Commission decided to firmly acknowledge this fact, and set out on a mission to create a robust policy, which catered exclusively for SME needs and requirements across the EU. This dissertation seeks to investigate the results obtained through such policies, mainly by carrying out a detailed analysis of the Small Business Act. It provides a historical background and institutional context to the drafting of the SBA. Contributions from all relevant sources are analysed together with an examination of the salient elements, which formed the main principles of the Act. The dissertation seeks to give a thorough breakdown of the ten principles found within the SBA together with an explanation of the main policy actions recommended within each principle. Research conducted on the materialization of the SBA leads to a better understanding of the Small Business Act for Malta (SBA(M)), which entered into force in 2011. A detailed study on the main sections of Chapter 512 of the Laws of Malta follows, with the purpose of providing a thorough investigation into the effects resulting from such provisions on the SME industry in Malta. A critical analysis of the outcomes is also discussed, together with suggestions and recommendations, which could be carried out in the drafting of a revised version of both the SBA and the SBA(M). Description: LL.D. Wed, 01 Jan 2014 00:00:00 GMT /library/oar/handle/123456789/2176 2014-01-01T00:00:00Z /library/oar/handle/123456789/2143 Title: An appraisal of the Maltese Courts’ interpretation of the company recovery procedure Abstract: Under Maltese corporate law, an ailing company unable to pay its debts and settle its financial obligations is, broadly speaking, faced with two paths: dissolution and winding-up, or in certain cases, recovery and rescue. Both routes depart from the same point, but goad the company to two polar destinations. The corporate rescue culture has long been in existence away from Malta’s shores, namely in the United Kingdom, where it has undergone significant and extensive legislative amendment and judicial interpretation. Malta’s experience is somewhat less colourful and rich: the company recovery procedure in Article 329B was inserted into the Maltese Companies Act in 2003, and to date, has only been judicially invoked five times. Can one deem that the corporate rescue culture has taken root in Malta? Primarily, this thesis seeks to analyse Article 329B in light of the courts’ interpretation thereof. The legal provision itself is scrutinised and dissected in an attempt to establish whether the courts abided by the law word-for-word or whether there emerge any other criteria or ‘tests’ which the judiciary applied in the five applications for company recovery which have been presented before them over the last eleven years. On a secondary and purely legislative level, a comparative analysis is made with the United Kingdom and to a lesser extent, Australia and Hong Kong to highlight any similarities and differences which may exist between these foreign jurisdictions and Malta. The judiciary’s interpretation of a particular legal provision sheds invaluable light on its true meaning and implementation. Through the appraisal herein of the courts’ analysis of Article 329B it is hoped that clarification is bestowed on the practical implementation and utilisation of this seldom used provision which may, if invoked, contribute towards the rescue and recovery of an insolvent company, having significant financial repercussions on interested parties. Description: LL.D. Wed, 01 Jan 2014 00:00:00 GMT /library/oar/handle/123456789/2143 2014-01-01T00:00:00Z