Deadlock mechanism design in Malta: rules, filings and risk

Deadlock mechanism design in Malta usually begins as a negotiation between shareholders, not as a drafting exercise for the board of directors. The mechanism itself, a call option, a put option, a rotating chairmanship or a Russian roulette clause, gets agreed contractually long before anyone checks whether the Memorandum and Articles of Association say the same thing. In Malta the two documents do not align automatically, and the gap between them is where the mechanism is actually tested. A shareholders' agreement that promises one outcome and articles that authorise a different one give the board two conflicting answers