Legal issues arising from articles of association and shareholders' agreements

Abstract

This thesis deals with some of the legal issues arising from articles of association and shareholders' agreements. In the first chapter, the role played by the articles in the constitution of the company and in the management and administration of its affairs is analysed against the backdrop of some of the more important highlights of company constitutional history. The second chapter deals with some of the more general legal issues arising from the articles, such as the difference in treatment which the legislator afforded to the memorandum and articles, the application of the First Schedule and the amendment thereof, the form of the articles and their contents. The third chapter then analyses the legal effects of the articles between the company and its members and between the members inter se in the regulation of the rights of the members qua members. Some of the less orthodox views on the contractual effects of the articles are also examined. The Fourth and Fifth Chapter concern the alteration of the articles and the effect of such alterations respectively. The sixth chapter analyses measures such as weighted voting and extrinsic agreements whereby company control can be achieved and maintained. Special attention is given to shareholders' agreements, especially in their supplemental role to the articles. It reviews the use which has been made of such agreements in a bid to bypass the rules explained in the previous chapters. The seventh and final chapter draws some conclusions and makes suggestions for statutory reform where necessary. Throughout the thesis, issues raised are examined from both the Maltese and English company law perspectives in a bid to determine the true state of Maltese law thereon.