MALTA Law and Practice Contributed by: George Bugeja, Stuart Firman, Nicholas Curmi and Luke Hili, Ganado Advocates
Share purchases – where the buyer acquires all or part of the company’s issued shares – are the most common. Maltese law allows for great flexibility with regard to the design and eventual mechanics of share purchase agreements. Buyers may also acquire spe- cific assets or an entire business as a going concern through an asset purchase. Mergers allow companies to combine via merger by acquisition or merger by formation of a new entity. Other recognised mechanisms include share exchang- es within group reorganisations and, for listed compa- nies, formal takeover bids subject to Maltese capital markets regulation. 2.2 Primary Regulators The primary regulators for M&A activity are the Malta Business Registry, the National Foreign Direct Invest- ment Screening Office, the International and Corpo - rate Tax Unit, and the Office for Competition within the Malta Competition and Consumer Affairs Authority (“Office for Competition”). Depending on the business of the target in Malta, other regulators may also need to be involved. These include the Malta Financial Services Authority (MFSA), the Malta Gaming Authority, the Malta Communica - tions Authority, the Malta Medicines Authority and Malta Enterprise. 2.3 Restrictions on Foreign Investments Malta introduced restrictions on foreign direct invest- ment in 2020 following the introduction of European Union Regulation 2019/452 on screening of foreign direct investments in the European Union. Screening is required for transactions involving for- eign (non-EU) investors aiming to directly or indirectly establish or maintain links with an economic activity in Malta. Not all investments are subject to screening – those investments which may need to be screened include those which enable effective participation in the man - agement or control of a Maltese company, and where the economic activity concerned falls within those specified in the National Foreign Direct Investment Screening Office Act. The mechanism ensures over -
sight of investments that may affect Malta’s national security or public order. Generally, all other transactions should not require screening by the National Foreign Direct Investment Screening Office. 2.4 Antitrust Regulations Depending on the nature of business undertaken by the acquirer and the business being acquired, trans- actions may need to be analysed in the context of the local Control of Concentration Regulations and the EC Regulation on Control of Concentrations Between Undertakings (EUMR). The Regulations prohibit con - centrations that might lead to a substantial lessening of competition in the Maltese market or a part thereof. A “concentration” within the meaning set out in the local Regulations is a transaction where two con- ditions are met, namely that (i) the transaction is a merger or an acquisition of control between two or more independent undertakings and (ii) the said inde - pendent undertakings satisfy the turnover thresholds stipulated in the Regulations. If a transaction qualifies as a “concentration”, a noti - fication will need to be made to the Office for Com - petition prior to its implementation. The notification needs to be made by the undertaking acquiring con- trol. Following the notification, a notice is published and subsequently a decision is taken by the Office for Competition. Depending on the type of investigation, the process can take weeks or months before a deci- sion is issued. The local Regulations also provide for a simplified pro - cedure for concentrations that are considered as not raising serious doubts as to their legality. In January 2026, the Office for Competition launched a public consultation which, among other things, proposes an upward revision of the current turnover thresholds and the provision of a call-in power to the Office for Competition for below-threshold concentra - tions that may have an impact on competition.
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