https://www.um.edu.mt/library/oar/handle/123456789/105114 Tue, 15 Sep 2026 05:23:12 GMT 2026-09-15T05:23:12Z https://www.um.edu.mt/library/oar/handle/123456789/105299 Title: Facilitating cross-border company conversions in the light of Directive (EU) 2019/2121 : a novelty or an illusion? Abstract: That companies are a cornerstone in fostering economic growth, attract investment and aid in job creation in the internal market, is undisputed. In an ever-growing business environment, company restructurings, inter alia, cross-border conversions, represent an effective mechanism for companies to adapt and explore new business ventures. To this end, the creation of a legal framework in the corporate acquis aimed specifically towards cross-border company conversions has long constituted a substantial part of ‘the European Dream’. After a circuitous cycle, the EU legislator finally breaks ground with the adoption of Directive (EU) 2019/2121 ipso jure enabling a company legally registered in the Member State of origin to convert into the legal form of the destination Member State, by transferring at least its registered office, while simultaneously retaining its legal personality. Against this backdrop, the scope of this thesis is to assess whether the novel rules, are, prima facie, sufficient to ‘facilitate’ cross-border conversions. In setting the scene, the first Chapter critically assesses the legal definition of crossborder conversions provided in the Directive, while also delving into the stumbling blocks faced by companies prior to the introduction of the EU legal framework, with a particular focus on the conflict of law rules conundrum. The second Chapter highlights the seminal decisions issued by the Court of Justice of the European Union with a special focus on Cartesio, Vale and Polbud and how this trilogy of case law, not only shaped the ‘freedom to convert’ in the Union, but it also served as a steppingstone towards adopting secondary EU law to ‘close’ the legal gap. Fundamentally, the third Chapter delves into the comprehensive cross-border conversion procedure embedded in the Directive. Accordingly, in exploring the salient Directive provisions, considerable attention is paid to the anti-abuse provision inserted by the EU legislator in the rubric of the procedure, in a bid to curb front or shell companies set up to circumvent domestic or Union law. Subsequently, the conclusion navigates the prima facie highs and lows of the novel rules, hinting at underlying weaknesses, which could potentially render cross-border conversions rather ‘illusory’. In the interest of EU corporate mobility, it is suggested that further harmonization is required to resolve the conflict of law rules stumbling block. It is argued that the Directive potentially benefits from certain modifications to facilitate cross-border conversions, namely, widening the scope of the Directive to cover ‘all legal entities’ within the meaning of Article 54 (TFEU), the introduction of a language rule and establishing a standard form for the pre-conversion certificate. Following a critical assessment of the anti-abuse provision, it is suggested that the Directive shall be supplemented by clearer guidelines that can aid competent authorities to issue a sound decision, so that the objective of the novel rules is not hampered. Description: LL.M.(Melit.) Sat, 01 Jan 2022 00:00:00 GMT https://www.um.edu.mt/library/oar/handle/123456789/105299 2022-01-01T00:00:00Z https://www.um.edu.mt/library/oar/handle/123456789/105142 Title: The legal implications of the regulations of connected and autonomous vehicles (CAVs) in the EU Abstract: Our lives have become so dominated by technological advancements in recent years that sometimes we don't realize when such technology has become obsolete. As a result of the fast pace of technological advancement, rules and regulations are often left in the lurch. In today's transportation industry, we are experiencing similar changes to those our ancestors experienced a century ago when cars replaced horses. Our transport industry is being transformed in ways we can scarcely imagine through connected and autonomous vehicles (CAVs). While technology is good, law makers are already facing a challenge with all this glitz. As a result of international conventions and EU regulations and directives, the transport sector is heavily regulated in the current legal framework. Despite the current legal framework being robust and well suited to the present scenario, the introduction of CAVs is proving that the current legislative framework is not adequate. Liability is one of the main concerns that are creating uncertainty for everyone. According to some policy experts within the European Union, the existing legislation is adequate to counteract the incidences associated with autonomous vehicles in the absence of any amendments to the international and EU regulations and directives. Based on their interpretation, the EU is in a position to adequately address all matters relating to legal liability under its existing legislation. However, this is not the opinion of everyone, and some legal experts advocate that the European Union should as soon as possible harmonize the sector on an EU level. The objective of the dissertation was to investigate fully the relevant aspects and current liability systems associated with autonomous vehicles. This warranted an analysis of the existing international and European legislative structure from the perspective of liability. In addition, CAVs do not constitute an exception to the rule, although, exceptionally complex in nature, CAVs involve all aspects of law, from civil to administrative to criminal. The void in the law is there and visible although the current legal framework can be interpreted by some as adequate. Description: M.A.(Melit.) Sat, 01 Jan 2022 00:00:00 GMT https://www.um.edu.mt/library/oar/handle/123456789/105142 2022-01-01T00:00:00Z https://www.um.edu.mt/library/oar/handle/123456789/105140 Title: Does the European Union’s anti-money laundering legislation present any inherent limitations that might hinder its effective implementation within the field of due diligence? Abstract: The prevailing intent of this research is to determine whether any inherent limitations appear to be present in the provisions of the European Union’s anti-money laundering legislation with regards to the field of due diligence. The first chapter delves into the means and ways through which money is laundered; it examines the consequential and momentous steps that led to the creation of the current AML Directives; and then it studies the cardinal role of the risk-based approach through which an inherent limitation appears to be identified. The second chapter focuses mainly on the significant impact that geographical factors have on the degree of risk which is assigned to a customer by an obliged entity. The content found within this chapter is constructed on very meticulous legislative analysis which brings to light another two limitations. The first inconstancy derives from Malta’s recent and unprecedented grey listing while the second problematic is related to the Citizenship by Investment Scheme. The third chapter then analyses from an inquisitive and critical perspective the methodological approach which the current EU AML/CFT legislation has established in relation to the monitoring of virtual currencies. Description: M.A.(Melit.) Sat, 01 Jan 2022 00:00:00 GMT https://www.um.edu.mt/library/oar/handle/123456789/105140 2022-01-01T00:00:00Z https://www.um.edu.mt/library/oar/handle/123456789/105139 Title: The duty of sincere cooperation and its implications on the acquisition of citizenship by investment Abstract: The citizenship of the European Union is a right that is acquired automatically by all persons holding the citizenship of any EU Member State. This type of citizenship, through its supra-‘standard’ citizenship elements, brings forward the discussion on legal implications in this regard. This dissertation will investigate the differences between ‘standard’ citizenship of States and that of the EU. Furthermore, the principle of sincere cooperation, which is enshrined within Article 4(3) TEU, presents specific obligations, both vertically and horizontally, for Member States and the European Union. This principle maintains the interpretation, application and implementation of all rights and duties across the territory of the EU. This dissertation will look into the legal implications of citizenship-by-investment schemes and will attempt at analysing interpretations of the Courts of Justice of the European Union with regards to the obligations and duties enshrined within the principle of sincere cooperation. Moreover it will attempt at providing an application of such interpretations to the challenges being seen through the application of such schemes. This research will look into the Court’s interpretation of case-law such as Case C-369/90 Micheletti, Case C-179/98 Mesbah, Case C-200/02 Zhu and Chen, Case C-135/08 Rottman, Case C-249/11 Byankov, Case C 182/15 Petruhhin, Case C 673/16 Coman and Case C 398/19 Generalstaatsanwaltschaft Berlin. In addition to the interpretation of such cases, this interpretation will be applied with regards to citizenship by investment schemes in order to analyse the legal implications in this regard. Description: M.A.(Melit.) Sat, 01 Jan 2022 00:00:00 GMT https://www.um.edu.mt/library/oar/handle/123456789/105139 2022-01-01T00:00:00Z