Studies in Maltese Regulation: The Law of Companies (Including Co-operatives)

The second volume of David Fabri’s Studies in Maltese Regulation that addresses “The Law of Companies (including Co-operatives),” a very fitting and timely companion to the first book in the same series, Studies in Maltese Regulation: Financial Services Law, has been recently published by Midsea Books.

In the author’s own words, the book purports to ‘deal with one of the most important and useful areas of Maltese law’ – the limited liability company – in many ways the motor of any economy worth its salt. As the author pertinently points out, ‘company law strives to play two roles: to allow business to be carried on within predictable and sensible parameters while controlling and trying to prevent illegitimate behaviour and abuse of the corporate form.’

This is a publication that mirrors to perfection its author’s spirit and temperament. It is written in a compelling manner making it refreshingly readable and accessible in equal measure to scholars and practitioners as well as to those having only a passing interest in the subject.

In Dr Fabri’s inimitable style, the text flows seamlessly from insightful historical analysis to anecdotal narrative, including direct personal experience; and from there to technical discussions, only to return effortlessly to historical comment and then on to repeat the cycle. This formula works extremely well in providing a ‘fresh and original look at our corporate law and its development, and to examine several legal and practical issues, often not addressed in textbooks.’

One should however not be fooled by the purported modesty of purpose: this is indeed a publication that is highly instructive and that offers important insights into the workings of company law in Malta.

The author is known to espouse very clear positions on many themes related to company law. It is therefore not at all surprising that the book he has penned never purports to shy away from controversy and debate on the thornier issues that emerge from the existence of the limited liability company.

In particular, ‘how companies and their directors conduct themselves, behave and misbehave, and how companies go bad and close down.’ This plays well in offering the reader ‘a fresh, innovative and provocative look at the practice and development of company law.’

The fresh and provocative approach is further borne out by a soupçon of tongue-in-cheek observations that the author allows to filter into the text, as when he remarks in passing that ‘another thing’ that he ‘discovered was that people love to steal!’ At times one also detects a possible bias, say a more forgiving attitude towards company secretaries in contrast to a harsher stance towards independent non-executive directors, but that is all par for the course and a hallmark of Dr Fabri’s oeuvre!

The book’s contents span a diverse, albeit interrelated, number of themes including the role and duties of company directors, the company secretary, corporate governance, oversea companies, auditors and their liability, company failures as well as a high-level review of some of the more important judgments delivered by our courts on matters “corporate” and kindred issues.

A very interesting gem is the first chapter which describes Dr Fabri’s intimate relationship with the development of company law in Malta, not least through his direct involvement in the drafting of the Companies Act as we know it and as it is applied today.

Dr Fabri also dedicates two chapters to co-operative societies, another subject (together with consumer protection) that is known to be close to his heart.

It would be remiss of me to contradict his statement (coming, as it does, from a leading authority on the subject) in the sense that ‘co-operatives law [is] interestingly similar to company law but with several significant differences in principle and detail.’ A chapter is dedicated to a comparative review of laws governing co-operatives in several jurisdictions.

This is undoubtedly a book that anyone having an interest in companies and, or co-operatives and in the law that governs them should read and regularly peruse. May there be many more “likeminded” publications.

“The book’s contents span a diverse, albeit interrelated, number of themes”