Announcements

8 November 2021 - Dr Nicola Jaccarini who will be delivering this evening’s session woke up with a cold (consented disclosure). Lecture will still be delivered but it will be held online only. For those who never joined online please find the Zoom link below.

15 November 2021 - Dr Nicola Jaccarini who will be delivering this evening’s session just informed us that, for preventative measures reasons, the lecture will be delivered online only juts like last week.

22 November 2021 - Following thorough consideration and having noted the consistently high daily reported COVID-9 positive cases, the Academy has decided that for the time being and until further notice, the Diploma in Law (Malta) sessions (Award in Company Law Fundamentals and Award in Criminal Law) will be delivered online only starting from this evening's session.

Online Sessions Link

To connect to the online sessions of this module please click on this link (will be made available before the module starts). You will be asked to register your attendance if you are not already signed in into your Zoom account. You will also be asked for the password which is below.

Meeting ID: 912 6804 1193
Passcode: 056503

Make sure that you show with your name & surname as you have been registered for the study programme. This is very important for attendance purposes.

Lecture Schedule & Notes

Lecture notes will be available during the week following the respective lecture. Schedule dates are indicative and may change. All changes, if any, may be communicated via email, SMS or telephone calls.

Lecturer/s  

Dr Nicola Buhagiar

Dr Malcolm Falzon

Dr Nicola Jaccarini

Lecture Summaries & Suggested Reading 

Lecture 1 - Commercial Partnerships - Dr Nicola Buhagiar

• The different forms of commercial partnership (partnerships en nom collectif, partnership en commandite and the limited liability company) and their uses
• The principal features of the limited liability company
• The concept of separate juridical personality
• The process for the incorporation of a limited liability company
• The constitutional documents of a limited liability company
• The role and function of the Malta Business Registry

Core Reading List

• Muscat, A., 2019. Principles Of Maltese Company Law.
• Companies Act. Chapter 386.
• U.K Companies Act. Chapter 46.
• Siems, M. and A. Cabrelli, D., 2013. Comparative Company Law: A Case-Based Approach. Bloomsbury Publishing.

Supplementary Reading List

• Attard, D., 2015. The Maltese Legal System
• n.d. Butterworths Company Law Handbook 31St Edition. LexisNexis Butterworths.
• n.d. Charlesworth's Company Law 18Th Edition. Sweet & Maxwell.

Lecture 2 - Share Capital - Dr Nicola Buhagiar

• Share capital
• The difference between share capital and debt capital
• The difference between authorised share capital and issued share capital
• Classes of shares
• The process for the issue of shares in a company
• The process for the transfer/ transmission of shares in a company
• Pledging of shares
• The capital maintenance doctrine (reduction of issued share capital, financial assistance, distribution of dividends, purchase of own shares)

Core Reading List

• Muscat, A., 2019. Principles Of Maltese Company Law.
• Companies Act. Chapter 386.
• U.K Companies Act. Chapter 46.
• Siems, M. and A. Cabrelli, D., 2013. Comparative Company Law: A Case-Based Approach. Bloomsbury Publishing.

Supplementary Reading List

• Attard, D., 2015. The Maltese Legal System
• n.d. Butterworths Company Law Handbook 31St Edition. LexisNexis Butterworths.
• n.d. Charlesworth's Company Law 18Th Edition. Sweet & Maxwell.

Lecture 3 - Corporate Governance, meetings and resolutions - Dr Nicola Jaccarini

• Corporate Governance
• Convening a board meeting
• Board resolutions
• Convening a shareholders’ meeting
• The difference between an AGM and an EGM
• Shareholders’ resolutions

Core Reading List

• Muscat, A., 2019. Principles Of Maltese Company Law.
• Companies Act. Chapter 386.
• U.K Companies Act. Chapter 46.
• Siems, M. and A. Cabrelli, D., 2013. Comparative Company Law: A Case-Based Approach. Bloomsbury Publishing.

Supplementary Reading List

• Attard, D., 2015. The Maltese Legal System
• n.d. Butterworths Company Law Handbook 31St Edition. LexisNexis Butterworths.
• n.d. Charlesworth's Company Law 18Th Edition. Sweet & Maxwell.

Lecture 4 - Officers of the company (Part 1) - Dr Nicola Jaccarini

• Functions of the Board of Directors
• Responsibilities of the Board of Directors
• Different types of directors
• Appointment of directors
• Other officers of the company: company secretary
• Auditors

Core Reading List

• Muscat, A., 2019. Principles Of Maltese Company Law.
• Companies Act. Chapter 386.
• U.K Companies Act. Chapter 46.
• Siems, M. and A. Cabrelli, D., 2013. Comparative Company Law: A Case-Based Approach. Bloomsbury Publishing.

Supplementary Reading List

• Attard, D., 2015. The Maltese Legal System
• n.d. Butterworths Company Law Handbook 31St Edition. LexisNexis Butterworths.
• n.d. Charlesworth's Company Law 18Th Edition. Sweet & Maxwell.

Lecture 5 - Officers of the Company (Part 2) - Dr Nicola Jaccarini

• Duties of directors
• Liability of directors
• Duties and responsibilities of the company secretary

Core Reading List

• Muscat, A., 2019. Principles Of Maltese Company Law.
• Companies Act. Chapter 386.
• U.K Companies Act. Chapter 46.
• Siems, M. and A. Cabrelli, D., 2013. Comparative Company Law: A Case-Based Approach. Bloomsbury Publishing.

Supplementary Reading List

• Attard, D., 2015. The Maltese Legal System
• n.d. Butterworths Company Law Handbook 31St Edition. LexisNexis Butterworths.
• n.d. Charlesworth's Company Law 18Th Edition. Sweet & Maxwell.

Lecture 6 - Dissolution and winding-up of a company and the company recovery procedure - Dr Malcolm Falzon

• Dissolution and winding-up of a limited liability company. In particular, the lecture will discuss the two modes of winding-up, namely, the process of the voluntary winding-up of a company and the process of the court winding-up of a company
• Wrongful and fraudulent trading

Core Reading List

• Muscat, A., 2019. Principles Of Maltese Company Law.
• Companies Act. Chapter 386.
• U.K Companies Act. Chapter 46.
• Siems, M. and A. Cabrelli, D., 2013. Comparative Company Law: A Case-Based Approach. Bloomsbury Publishing.

Supplementary Reading List

• Attard, D., 2015. The Maltese Legal System
• n.d. Butterworths Company Law Handbook 31St Edition. LexisNexis Butterworths.
• n.d. Charlesworth's Company Law 18Th Edition. Sweet & Maxwell.

Lecture 7 - The Price Club Case and Q&A

• This lecture will discuss the Price Club Case, a landmark judgement in Malta where the court ruled that the directors of a Maltese company were personally liable for its debts
• The remainder of the lecture will take the form of Q&A on the topics covered in the previous lectures.
• Multiple Choice Exam

Core Reading List

• Muscat, A., 2019. Principles Of Maltese Company Law.
• Companies Act. Chapter 386.
• U.K Companies Act. Chapter 46.
• Siems, M. and A. Cabrelli, D., 2013. Comparative Company Law: A Case-Based Approach. Bloomsbury Publishing.

Supplementary Reading List

• Attard, D., 2015. The Maltese Legal System
• n.d. Butterworths Company Law Handbook 31St Edition. LexisNexis Butterworths.
• n.d. Charlesworth's Company Law 18Th Edition. Sweet & Maxwell.

Methods of Assessment

Multiple Choice Question Exam 20% of final score

Assignment 80% of final score

Assignment

You have to choose 2 out of the 4 questions which are available in the Assignment Submission form which is made available below. Assignment should be submitted by not later than Friday 28 January 2022. The assignment has to be submitted together with the Assignment Submission Form. Please indicate the questions which you have addressed in the Assignment Submission form.

Assignment Submission Form

If you need information on how to plan, draft and submit your assignment follow the 21 Academy presentation on Writing and Submitting your Assignment.

We are also making the 21 Academy's Assignments Rubric available for your guidance. This is a performance-based assessment tool. Tutors will use the rubric to assist them to allocate scoring while it allows students to understand what is required in the assignment and how it will be graded. For referencing purposes, as much as possible please use the Oscola Referencing Guide.

Assignment should be sent accompanied by the respective assignment submission form on info@advisory21.com.mt. Please send assignments in pdf format. Do not scan assignment but convert/save it directly to pdf.

Note that the submitted assignment will be scanned for plagiarism. It is advisable that before submitting your assignments, especially if submission is being done close to the deadline, that you yourself check your assignments before actually submitting them.

Academy Documents

Complaints Procedure Policy

Complaints Form

Students' Evaluation Form

Students Privacy Notice

Upcoming related courses...