The fiduciary duty of company directors in Malta

Schembri, Ilona (2019). The fiduciary duty of company directors in Malta. University of Birmingham. Ph.D.

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Abstract

This thesis examines the development of the fiduciary duty under the Maltese corporate law as an example of legal transplantation through the Maltese statutory and judicial approach.

Based on the review of the legal transplantation literature, it assesses the factors that have influenced the Maltese statutory and judicial process. Historical, cultural, economic, prestige and political factors and familiarity with the law are discussed.

It demonstrates that the Maltese statutory path has been influenced by the Italian legal system through the application of mandate law and thereafter by the English legal system with the inclusion of indirect influences, which started to prevail from the 1940s, and subsequently with the enactment of Article 136A of the Maltese Companies Act 1995 in 2003. However, it also indicates that the fiduciary duty in Articles 1124A and B of the Maltese Civil Code 1870 only have a Roman influence.

It concludes that, although the statutory regulation of this duty was linear and influenced by historical and cultural factors, most of the Maltese judiciary have been inconsistent in applying the law and has departed from the factors that influenced the legislators from the 1940s onwards by having started to apply the economic and prestige factors.

Type of Work:

Thesis (Doctorates > Ph.D.)

Award Type:

Doctorates > Ph.D.

Supervisor(s):