A critical analysis of the Companies Act's interpretation of the offer of securities to the public

Abstract

The definition of what constitutes a ‘public offer’ is a subject of debate in company law. If an offer constitutes ‘an offer to the public’, it is automatically subject to a substantial body of restrictions and requirements, most notably the requirement to issue a prospectus. Problems arise in situations where an offer does not fall precisely into one of the exempted categories and exhibits characteristics that make it difficult to determine whether an offer is public or private in nature.!

The objective of this term paper is to examine the provisions of the Malta Companies Act in relation to the offer of securities to the public and to comment on how, if at all, the changes introduced by the EU Regulation 2017/1129 (which replaced the previous Prospectus Directive) are likely to impact or improve the legal landscape relating to public offers.