Second tier shareholders in Maltese company law : a comparative analysis and the way forward

Abstract

In a second-tier shareholding scenario, what is often brought into question is whether such a concept exists in Maltese Company Law or if this concept is merely a legal anomaly. While acknowledged by the Maltese Courts, the concept of second-tier shareholding is rarely ever delved into further by the adjudicator to gain a deeper understanding of this concept, whether such shareholders qualify as company ‘members’ and if the protective shareholder remedies provided for in the Companies Act, Chapter 386, Laws of Malta are applicable to them. This dissertation shall aim to critically analyze the further objective and subjective development of second-tier shareholding in Malta. It shall attempt to construct a definition of second-tier shareholding which will give a more cohesive comprehension on the subject at hand, review the current Maltese legal position as well as the raison d’etre for the Maltese Court’s positions, carry out a comparative analysis of the positions in foreign jurisdictions and set out carefully devised considerations which the Maltese legislator may wish to take into account when contemplating the foreseeable legal future.