MALTA Law and Practice Contributed by: George Bugeja, Stuart Firman, Nicholas Curmi and Luke Hili, Ganado Advocates
2.5 Labour Law Regulations An acquirer of a Maltese company should ensure that employment laws applicable to the Maltese compa- ny’s employees continue to be strictly followed and be aware that the directors of the Maltese company may be liable to fines and criminal liability in the event of certain breaches of employment laws. If the acquisition takes the form of a transfer of busi- ness (an asset sale rather than an acquisition of the shares in the target), the Transfer of Business (Protec - tion of Employment) Regulations (Subsidiary Legisla - tion 452.85) will apply. These Regulations include a strict procedure for the transfer of employees as well as rules on the conditions of employment. The Trans- fer of Business (Protection of Employment) Regula - tions (Subsidiary Legislation 452.85) implement the European Union Directive on Transfer of Undertakings (TUPE) (Council Directive 2001/23/EC of 12 March 2001 on the approximation of the laws of the Mem- ber States relating to the safeguarding of employees’ rights in the event of transfers of undertakings, busi- nesses or parts of undertakings or businesses). 2.6 National Security Review A review on the basis of national security interests is typically made of transactions that fall within the criteria that determine a relevant foreign direct invest- ment (within the context of the National Foreign Direct Investment Screening Office Act, as already consid - ered in 2.3 Restrictions on Foreign Investments ). 3. Recent Legal Developments 3.1 Significant Court Decisions or Legal Developments Please refer to 2.4 Antitrust Regulations . The authors are not aware of any significant judg - ments relating to M&A that have been delivered by the Maltese courts over the past three years. 3.2 Significant Changes to Takeover Law There have been no significant changes to the Mal - tese Capital Markets Rules (which transpose Direc - tive 2004/25/EC of the European Parliament and of the Council of 21 April 2004 on takeover bids (the
“Takeover Directive”) into Maltese law) in the past 12 months, nor is there currently any indication that any significant changes are being contemplated or may be introduced in the coming year. 4. Stakebuilding 4.1 Principal Stakebuilding Strategies Stakebuilding strategies are not customary in Malta – particularly in view of market abuse considerations. Stakebuilding is expressly carved out from the safe harbour provided under Article 9 of the Market Abuse Regulation (MAR) (Regulation (EU) 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse) for the use of inside informa - tion obtained in the conduct of a public takeover or merger for the purpose of proceeding with that public takeover or merger. 4.2 Material Shareholding Disclosure Threshold To the extent that both: (i) an issuer’s securities are admitted to trading on a regulated market, and (ii) that issuer’s home member state is Malta, the rules on the notification of the acquisition or disposal of major holdings as set out in the Maltese Capital Markets Rules shall apply. These rules reflect the local trans - position of Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004 on the harmonisation of transparency requirements in relation to information about issuers whose secu- rities are admitted to trading on a regulated market and amending Directive 2001/34/EC (the “Transpar - ency Directive”), and stipulate that any shareholder that acquires or disposes of shares to which voting rights are attached shall notify (i) the issuer and (ii) the MFSA of the proportion of voting rights of the issuer held by such shareholder as a result of the acquisition or disposal where that proportion reaches, exceeds or falls below the threshold of 5%, 10%, 15% 20%, 25%, 30%, 50%, 75% or 90%. The notification to the issuer shall be effected prompt - ly, but in no case later than four trading days follow- ing the date on which the shareholder learns of the acquisition or disposal or of the possibility of exercis- ing voting rights, or on which (having regard to the
796 CHAMBERS.COM
Powered by FlippingBook