| CODE | CML5036 | ||||||||
| TITLE | Corporate Re-Organisation and Liquidation | ||||||||
| UM LEVEL | 05 - Postgraduate Modular Diploma or Degree Course | ||||||||
| MQF LEVEL | 7 | ||||||||
| ECTS CREDITS | 5 | ||||||||
| DEPARTMENT | Commercial Law | ||||||||
| DESCRIPTION | The participants require a sound background in the general principles of the law of commercial partnerships. In the first part of this study-unit the rationale, procedure and juridical effects of mergers, divisions and conversions will be examined. By way of introduction, the concept of corporate reorganisation, the distinction between share acquisition and asset acquisition, as well as the drivers for deal structuring, will be considered. This will be followed by an analysis of each form of corporate reorganisation, namely mergers, divisions and conversions. In particular the following aspects will be discussed: the sources of law, definitions, distinction from other forms of corporate re-structuring, rights of dissenting members, rights of creditors and the inter-relationship between different kinds of partnerships. With respect to takeovers, the discussion will include an analysis of the underlying rationale for takeover regulation, an in-depth look at local regulation and the EU perspective on the subject-matter. In the second part of the study-unit, substantive and procedural aspects of dissolution, winding up and insolvency will be examined. The main objectives of a solvent and insolvent winding up will first be discussed. Causes of dissolution will be dealt with, particularly “the inability of a company to pay its debts as they fall due” (cash flow and balance sheet tests) as well as “grounds of sufficient gravity” as interpreted in judicial pronouncements. This will be followed by an analysis of the different modes of winding, that is, voluntary winding up (which may either be a members’ voluntary winding up or a creditors’ voluntary winding up) or alternatively a winding up by the court. An overview of the offences antecedent to or in the course of winding up will ensue as well as a comparative consideration of the provisions on fraudulent trading and wrongful trading. The functions of the various office holders in a winding up scenario will be considered with particular reference to the role, duties and liabilities of the liquidator, the official receiver, the provisional administrator and the special manager. The course will proceed with a discussion on the relatively novel procedure of company rescue, including company recovery procedures. Study-unit Aims The main aims of this study-unit are to provide students with an overview of the applicable law relating to corporate re-organisation (amalgamations, conversions and divisions) and liquidations (both solvent and insolvent and the effects thereof). The Unit is also intended to familiarise students with the more important judicial pronouncements delivered by the Courts. The study-unit is structured in such a manner so as to assist students to arrive at an understanding of the key issues motivating a decision to opt for a particular procedure and the consequences thereof. On a more practical level, students will be exposed to the practitioner perspective to the subject matter and its practical application both in business as well as legal practice. Learning Outcomes 1. Knowledge & Understanding: By the end of the study-unit the student will be able to: - obtain a holistic overview of corporate re-organisation and liquidation, including an insight of the key issues driving one form of re-organisation versus another - become familiar with the strengths and weaknesses of the legal system. 2. Skills: By the end of the study-unit the student will be able to: - advise and negotiate on various corporate re-organisation and liquidation matters. - be conversant with the procedures relating to re-organisation and liquidation. - enable practical application of legal provisions, to particular fact situations. Main Text/s and any supplementary readings - Finch Vanessa, Corporate Insolvency, Perspectives and Principles, Cambridge University Press, 2009 - Fletcher Ian, The Law of Insolvency, Sweet and Maxwell, 2009 - Goode Roy, Principles of Corporate Insolvency, Sweet & Maxwell, 3 Edition, 2005. - Gower & Davies: The Principles of Modern Company Law, Sweet & Maxwell, 7 Edition, 2003. - Muscat Andrew, Principles of Maltese Company Law, Malta University Press, 2007. - Pennington, Pennington’s Company Law, Butterworths, 8 Revised Edition, 2005. - Sealy, Cases and Material in Company Law, Oxford University Press, 2007. |
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| ADDITIONAL NOTES | Students taking this study-unit need to have a background in law. | ||||||||
| STUDY-UNIT TYPE | Lecture and Independent Study | ||||||||
| METHOD OF ASSESSMENT |
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| LECTURER/S | Tiziana Filletti Ilona Schembri |
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The University makes every effort to ensure that the published Courses Plans, Programmes of Study and Study-Unit information are complete and up-to-date at the time of publication. The University reserves the right to make changes in case errors are detected after publication.
The availability of optional units may be subject to timetabling constraints. Units not attracting a sufficient number of registrations may be withdrawn without notice. It should be noted that all the information in the description above applies to study-units available during the academic year 2023/4. It may be subject to change in subsequent years. |
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