Transactions

Transactions are the cornerstone of our practice as we routinely assist businesses accomplish their strategic objectives and defend their position in the market.

On a daily basis, we advise businesses deal with a myriad of relationships and agreements that bind them to their suppliers, employees, customers, strategic partners and other third parties. In this way, we see ourselves as a functional extension to any enterprise, providing ongoing legal support through our interdisciplinary practice with the final aim of building long term relationships with clients based on mutual trust and recognition.

We never assume to know the business more than the client. Our game plan is to create the right synergy to facilitate business decisions, develop strategy, manage risks and solve problems as they arise. We do this by combining our legal knowledge with industry sector knowledge, and an energetic approach in order to cover the full range of transactional issues. The firm’s practice has direct exposure in a number of industry sectors, namely, IT and technology, financial services, real estate, entertainment and retail.

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Mergers & Acquisitions

Muscat Mizzi works with companies and private investors to design and implement M&A programs that achieve critical business objectives.

Our M&A practice goes well beyond negotiating and structuring deals. As a legal partner to our clients, we endeavor to add further value by introducing financing options and leveraging our professional network to generate opportunities and deal flow.

We have a particularly strong track record on both buy and sell sides in the real estate, investment services, technology, and retail sectors. Clients value our timely, pragmatic, and commercial approach to problem-solving, in addition to our high degree of individualized attention.

The firm assists client with all types of M&A transactions, including:

  • Acquisitions and dispositions;
  • Mergers;
  • Joint ventures and strategic alliances;
  • Legal due diligence;
  • Legal opinions on the capacity, enforceability, and due execution of agreements.

 

 

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Technology & IP Transactions

Cutting edge technology and IP assets have become key drivers and critical components in commercial transactions.

At Muscat Mizzi Advocates, we work closely with our clients to identify and unlock the value of intangible assets, technological assets, and related intellectual property rights. 
 
We also assist with intellectual property, technology, and data-driven transactions by leveraging our knowledge on copyright, patent, trademark, and trade secret laws. 
 
We have a particularly strong track record assisting clients with:
 
- assignment or licensing of IP Rights; 
- development, drafting, and negotiation of franchise agreements;
- clearance of rights prior to the commencement of audiovisual and other projects; 
- advising on the application of the rights and exceptions available under copyright legislation in Malta;
- developing, drafting, and negotiation of production, talent, advertising, and distribution agreements;
- co-existence agreements between brand owners; 
- transfer or lease of website domains; 
- development, drafting, and negotiation of technology licensing agreements, including white-label agreements and SaaS agreements. 
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Restructuring & Insolvency

In economic times characterized by volatility and aggressive business cycles, any business can pass through stages of distress. Taking action at the right time can save your business and ensure a better return for creditors.

Such periods necessitate the provision of ongoing legal support and advice to ensure that the legal obligations are complied with and that the rights of creditors are preserved.

Our restructuring, insolvency, and bankruptcy practice are by no means limited to advising debtors. We also advise creditors and insolvency practitioners in relation to the solutions available to dissolve or restructure a company or a trader’s business. Our expertise covers all types of transactions, including, schemes of arrangement and compromises, company recovery procedures (administration), rescheduling of debts, and restructuring by means of corporate finance transactions.

We also have the expertise to advise on matters related to secured finance, the ranking of creditors, and to represent clients (debtors and creditors) in both formal and informal proceedings related to restructuring, insolvency, and bankruptcy. 

Finance

We provide commercially focused advice on all aspects of financing and security matters.

Whether you are a business looking to finance your activities, or a lender seeking to support business, we are able to deliver innovative legal and business solutions for you. 
 
Our work covers a number of financing products and transactions, including acquisition finance, project finance, asset finance, financial restructuring or general lending, as we routinely assist clients structure and document the transaction in accordance with applicable laws and regulations.   
 
We have previously assisted clients with:   
 
- Debt financing;
- Inter-creditor and subordination agreements;
- Equity financing;
- Convertible notes;
- Public offerings in terms of the Prospectus Regulation;
- Listings on multilateral trading facilities; 
- Listings on the Malta Stock Exchange;
- Advising on and creating security packages under Maltese law to secure indebtedness.

 

 

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Real Estate

Real estate transactions require both specialist expertise and market insight.

Real estate is an increasingly complex asset class that brings together buyers and sellers, investors, financiers, developers, brokers, landlords, and tenants that seek our expertise in this area.  
 
At Muscat Mizzi Advocates, we leverage our knowledge on the fundamentals and key drivers of the local property market together with a multidisciplinary legal practice to advise clients on all manner of:
 
- acquisitions and divestments of real estate;
- planning applications;
- leases;
- construction and finishing;
- real estate finance; 
- brokerage;
- registration of hypothecs and other security interests. 
 
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Service-levels

A well-developed service-level or supply agreement is an important tool to mitigate risks associated with your business.

A service-level agreement or a long term supply agreement is a commitment between a service provider or supplier to its customer. It is a particularly necessary document to have in place where the success of a business relies on the performance of another business. 

Such agreements differ from other agreements in the way they regulate the expected level of service between the parties post-execution of the contact. 

Aspects related to the quality of service and product, responsibilities, availability, and responsiveness of ongoing support, monitoring, testing, remedies, and other ancillary matters are expected to be well defined and documented with a view to managing the expectations and ongoing interactions between the parties. 

Whether you are supplying a critical service or product or receiving it, we are able to help you develop a bespoke agreement that meets industry expectations and that is suitable for your specific business.

Employment

We represent employers and employees with a broad range of work-related issues across the entire spectrum of employment law.

From traditional employment relations, issues of executive compensation, and talent acquisition,  we are able to assist you to navigate increasingly complex and constantly evolving regulations and trends.  
 
Our experience includes:
 
- Structuring, negotiating, and drafting of employment agreements;
- Assisting with talent acquisition by navigating limitations arising from restrictive covenants and trade secret laws; 
- Assisting with the transfer of employees in the context of a transfer of business;
- Developing employee incentives for optimum work performance;
- Evaluating the legal and commercial risks associated with the termination of employment, including collective redundancies.
 
 
 
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Compliance

Ensuring rules and standards are met on an ongoing basis is an obligation to both your business and the community.

Staying on top of laws, rules and regulations may seem like an arduous endeavour. Our lawyers can assist by demystifying compliance requirements and streamlining their implementation through education, consultation and training.  A proper compliance strategy should go beyond the preparation of policies. It is also necessary to integrate compliance into everyday workflow through systems and procedures that ensure the right incentives are in place and that vigilance is continuous.

We believe that compliance should not be seen as just an additional cost to your business or a distraction from your principal activities. On the contrary, a compliant business is one that can be trusted by customers, partners and regulators, and is a factor that ensures sustainability and long term success.

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Financial Services

The financial services industry is the biggest enabler of global business and, compared with other industries, has been subjected to the most complex and fast-paced regulatory reforms.

The industry brings together an ecosystem of players such as banks, asset managers, insurance companies, investment funds, pension schemes, brokers, financial institutions, payment and e-money institutions, and investment advisors. 

Trust is a key driver of business in financial services and compliance is a critical component of that trust. Maintaining that trust while staying ahead of the innovation curve is a complicated task. With technology disrupting the market landscape, financial services businesses need to tread carefully when looking to the future. That’s where we come in. 

Our lawyers are often called on to advise clients to anticipate and implement regulatory developments in a pragmatic way. From day to day conduct of business to transactional regulatory support, market conduct, and regulatory investigations we can help you mitigate regulatory risk and preserve the reputation of your business.

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Data Protection & Privacy

We work closely with our clients to design and develop strategies that enable the utilisation of data without endangering the trust in their brand.

Data is increasingly becoming a core asset for most businesses as it provides insights upon which new services and products can be developed. However, operations regarding personal data are subject to onerous laws and regulations in Malta and the European Union. Oftentimes violations lead to reputational damage that require both effort and time to repair.
 
Our knowledge on data protection and privacy laws, together with our ongoing relationship with the Office of the Information and Data Protection Commissioner in Malta places us in an excellent position to advise clients on all matters related to data protection and privacy in Malta.
 
Our experience includes:
 
- Advising clients on the usage of data in marketing, including consent forms relative to the placements of cookies
- Assisting clients comply with data protection laws and regulations in Malta and the EU
- Assisting clients with information requests by the Government, regulators and the Courts of Malta
- Developing and drafting IT and privacy policies, whistleblower policies and international data transfer agreements
- Advising clients in relation the effects and changes brought about by the General Data Protection Regulation.
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DLT & Fintech

We offer comprehensive regulatory and transactional assistance to businesses operating in the distributed ledger technology and fintech space.

Distributed ledger technology (“DLT”), of which blockchain is a key example, has the potential to disrupt those industries where end-users could benefit from decentralization.  
 
Decentralization is a concept in which parties to a transaction are able to transact directly with one another without the necessity of intermediaries that are ordinarily employed to enable such transactions. 
 
Being a relatively novel technology, many are the solutions that are being proposed that are yet to be tested in the market. Only a select few will achieve the desired commercial outcome, as an increasing number of participants attempt to deliver competing solutions that seek to radically change the way we transact with each other. 
 
Our DLT and fintech practice brings together financial regulatory, data protection, intellectual property, KYC, and e-commerce issues and applies them to the nuances surrounding the new wave of regulations on DLT, related virtual currencies, and DLT service providers. 
 
With these tools, we are able to guide clients to prepare the required documentation and by curating important details that can differentiate an initial coin offering (“ICO”) from a security token offering (“STO”) or a related service from one regulatory regime to another. 
 
Our in-depth understanding of distributed ledger technology, token generating events, and the ecosystem of related service providers makes us well-positioned to advise and assist clients on all aspects of: 
 
- Structuring, drafting, and review of ICO or STO documentation including white papers, private placement offering documents, token purchase agreements, pre-ICO token offering, terms of use, and privacy policies
- Regulatory profiling of ICOs or STOs pursuant to the ‘financial instrument test’ set forth by the MFSA
- Licensing of brokers, dealers, portfolio managers, sponsors, and exchanges of virtual currencies
- Anti-money laundering regulations, due diligence, and KYC implications of ICOs and related service providers 
- Business formation
- Review of marketing material and websites
- Advising on associated aspects of intellectual property, data protection, regulatory compliance, and e-commerce.
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Corporate Governance

Boards are facing increased scrutiny on how they administer businesses.

Corporate governance is no longer a buzzword that only public companies should be concerned with. Shareholders, regulators, clients, and the general public demand that businesses are governed in accordance with the highest ethical standards and best practices.  
 
Issues such as conflicts of interests, the concentration of power, diversity, and executive compensation are considered to be unacceptable risks and boards would be well advised to take such matters into consideration when administering a company. 
 
Our lawyers are constantly up to date with the latest trends and best practices in corporate governance.  Our work in the regulated sector, particularly financial services, exposes us to the highest standards and practices expected by regulators, and with this experience, we assist businesses with:
 
- Recording of board and shareholder meetings and maintenance of minute books 
- Composition of boards and board committees
- Succession planning of senior executives and directors
- Periodic reviews of constitutive documents
- Shareholder communications 
- Periodic identification of business risks. 

Dispute Resolution

Be it a debt recovery effort, contractual dispute or a civil claim, having the right legal support in a pre-litigation or litigation scenario is crucial to secure an efficient and effective resolution.

For the most part, our efforts are geared towards out of court settlements which are generally less costly and distracting. Where this is not a possibility, we provide assistance and representation at various proceedings, keeping clients constantly abreast with developments while protecting their interests and reputation at all times. Our office represents clients on a number of legal matters but our litigation and arbitration practice focuses mainly around commercial, civil and maritime law.

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Debt Collection

Every business should have adequate systems in place to monitor and recover debts.

Failure to do so can be costly, sometimes even fatal. At the same, chasing debts can be a frustrating distraction from everyday business.  
 
We can save you time and energy by demanding payment through judicial and extrajudicial channels. We also have a track record of successfully negotiating settlements in instances where the time value of money and legal costs could result in a lower return to our clients. 
 
Our aim is to resolve matters efficiently and expeditiously and to constantly keep you updated with developments as they arise. 
 
Our debt collection services include: 
 
- Issuing extrajudicial letters of demand;
- Filing judicial letters; 
- Filing special summary proceedings for the recovery of debts; 
- Filing precautionary garnishee orders, warrants of seizure and injunctions; 
- Filing proceedings before the Courts of Malta to recover debts, void preferential or fraudulent transactions or wind-up insolvent or bankrupt counterparties. 
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Shareholder & Board Disputes

Unresolved disputes between shareholders or directors are likely to bring about devastating consequences.

It is not uncommon for differences of opinion to arise between shareholders or directors. And although board and general meetings tend to be governed by majority rule, lack of cohesion amongst shareholders or directors remains a costly distraction that should be addressed in a timely manner. 
 
Seeking early advice to understand and later assert your legal rights can make the difference between an effective resolution or a deconstructive escalation.  
 
Our shareholder and board dispute resolution practice boasts a sophisticated understanding of the rights and legal remedies available to shareholders, particularly, actions of unfair prejudice. We also assist Boards and shareholders hold directors to account where statutory duties are breached.  
 
We have previously assisted clients: 
 
- File and defend proceedings for unfair prejudice under article 402 of the Companies Act; 
- Remove and appoint directors; 
- Advice on aspects related to corporate governance;
- Advice on constitutive documents and shareholders’ agreements; 
- Advice on legal aspects of succession of directors and shareholders. 
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Commercial Disputes

Litigation risk is present in almost every commercial transaction. We can help you anticipate and mitigate contentious aspects of a transaction and take appropriate action where a dispute becomes unavoidable.

Commercial disputes are counterproductive in nature. A measured and equanimous approach is necessary to assess the appropriate level of escalation and to preserve the desired commercial outcome of a transaction.

Sometimes a commercial transaction is regulated by a clearly drafted contract, and a proper interpretation of the documentation is required prior to asserting contractual rights. In other instances, the behaviour of the parties in anticipation of the contract needs to be scrutinised to ascertain culpability.  

There is certainly no one-size-fits-all solution to resolving commercial disputes and a thorough understanding of the relationship of the parties, jurisprudential aspects of the dispute and related commercial objectives is critical when considering the available options to manage and resolve the dispute. 

As a trusted advisor, we help our clients take well-informed decisions to achieve the most commercially sound resolution to the dispute. From proceedings before the Courts of Malta to arbitration, mediation, conciliation and settlement negotiations, we are able to guide you through to an effective resolution that protects your most important business interests. 

Real Estate Disputes

An ever-evolving real estate market requires lawyers with a good understanding of the law and related commercial aspects.

Whatever your involvement in real estate, we can assist you on a wide range of related issues. From disputes between landlords and tenants to issues of property conveyancing and title, we are able to utilise various dispute resolution options to ensure an efficient and effective resolution. 
 
We also work closely with our transactional colleagues to pre-empt potential real estate disputes and provide related strategic advice. 
 
We have previously represented clients in connection with:  
 
- Proceedings and negotiations for the division of immovable property; 
- Enforcement or removal of security interests over immovable property; 
- Enforcement of a promise of sale or lease; 
- Instituting or defending proceedings for latent defects or delivery of property that is not of the agreed quality; 
- Proceedings for violation of peaceful possession of property;
- Government expropriations; 
- Lease disputes;
- Construction and finishing disputes; 
- Disputes related to easements and boundary walls; 
- Issues related to planning and environment;
- Judicial sale by auction of immovable property and valuation disputes. 

Reputation Management

In the digital age, where tweets and blog posts can go viral, the years spent building a brand can be exposed to risk upon the occurrence of unforeseen events.

Oftentimes, insufficient or delayed action to such events carries with it severe consequences to the reputation of a business. For this reason, our reputation management practice is dedicated to identifying bespoke solutions to enable clients resolve crises without losing focus on operations.
 
We leverage our legal and regulatory expertise to assist clients deal with crises in a discreet and timely manner during all stages of proceedings, negotiations and communications.
 
The firm’s practice is by no means limited to reactive or remedial assistance. We also offer consultancy on preventative measures and avoidance strategies by identifying those risk factors that impinge on the reputation of your business.
 
Our reputation management services include:
 
- Assistance with data erasure requests ("right to be forgotten"); 
- Advisory on the rights and exceptions in press legislation;
- Representation in libel claims;
- Assistance with crisis preparedness;
- Assistance with litigation, employment and restructuring communications;
- Representation in governmental and regulatory investigations and enforcement actions;
- Representation and advisory in relation to workplace incidents.

Employment Disputes

Preserving your reputation as a stable and good employer or a diligent and hard-working employee is critical to your future.

Employment laws and trends constantly evolve. An accurate interpretation of the employment agreement is critical to resolving related disputes. However, some laws can supersede or void certain provisions set out in an employment agreement. 
 
An acute understanding of the legal and jurisprudential aspects of employment law is therefore required to ensure that the right approach to the dispute is adopted. 
 
Our employment disputes practice seeks to primarily avoid formal proceedings which tend to carry with them the reputational risk that may impinge on future recruitment opportunities. When proceedings become inevitable, we are able to utilize various dispute resolution options to resolve the dispute in a discreet and cost-effective manner.   
 
No matter the complexity or sensitivity of the case, our aim is to assert your rights in a way that preserves your reputation and business interests. 
  
We have previously assisted clients:
 
- File and defend claims for unfair termination; 
- Protect confidential information and trade secrets; 
- Hold directors and senior employees responsible for breach of duty; 
- Recover unpaid wages; 
- Resolve disputes arising from restrictive covenant clauses in employment contracts, such as non-compete or non-solicitation clauses. 
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Intellectual Property Disputes

Our practitioners are often called upon to resolve highly complex intellectual property disputes

Intellectual property is an intricate practice area that is at the forefront of innovation. The legal landscape is ever evolving and so too are the relative rights and qualifications of right-holders.

Resolving intellectual property disputes necessitates a technical understanding of the subject-matter together with related areas such as competition and employment law.  

Whether you intend to assert your IP rights or defend an alleged infringement, we can guide you through each step of the resolution process. 

Our approach is to avoid prolonged litigation and to pursue tactical negotiations where this is possible. 

Our IP practitioners have previously assisted clients with:  

- Trademark disputes;
- National and EU trademark oppositions;
- Design and copyright disputes
- Trade secrets disputes.

Financial And Investment Services Disputes

We represent financial institutions, hedge funds, brokers, asset managers, retirement scheme administrators, insurers and investors on a wide range of regulatory, civil and commercial disputes.

Because we understand the business and the related products, and because we have robust compliance  and dispute resolution practices, we are able to offer tangible solutions in an industry that continues to evolve at an unprecedented pace.  

We believe that trust is the key driver in financial and investment services, which means that disputes must not be treated in isolation. A holistic evaluation of the broader ramifications such as the potential impact on relationships with regulators, counterparties and investors is necessary to formulate an optimal strategy to resolve the dispute. 

 Our financial services and investment disputes experiences includes:

- Defending and prosecuting allegations of mis-selling of financial products;
- Contractual disputes with counterparties such as insurers, execution brokers, liquidity providers, trading venues, technology providers and clearing houses; 
- Pension, trust and retirement benefit disputes; 
- Defending financial and investment services providers against regulatory actions.

 

 

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