DF Advocates

Managing Partners: Kevin Deguara, Jean C Farrugia
Number of partners: 7
Number of lawyers: 22
Languages: English, French, Italian, Maltese, Spanish

Firm Overview:
Deguara Farrugia Advocates is a Malta-based law firm set up by its founding partners Kevin Deguara and Jean C Farrugia in 2003. The practice has in recent years established itself as a prominent commercial law firm covering various practice areas, including funds and investment services; banking law; corporate and commercial law; gaming and betting law; litigation and arbitration; public procurement and privatisation; trust and fiduciary services; real estate, yacht and aircraft registration and finance; shipping and admiralty law; and taxation law, notably international tax planning.

Deguara Farrugia Advocates acts for and advises international organisations, private and listed companies, funds and investment service providers, financial institutions and high-net-worth individuals from around the globe. Throughout the years the firm has assisted clients on a multitude of deals and local and cross-border transactions, including the provision of legal assistance and advice on the setting up of businesses and joint ventures; licensing and regulatory matters; mergers and acquisitions; listings; setting up of international corporate structures; group reorganisations. The firm assists bidders in acquiring and taking control of state-owned entities in the course of privatisation and tender processes, and acts as legal advisor for the privatisation unit of the Government of Malta in connection with public concessions and tenders.

Main Areas of Practice:  

Banking & Finance:
The financial services department at Deguara Farrugia Advocates has grown from strength to strength. The firm has advised both financial services providers, including investment funds, investment management companies, funds administrators, and credit and financial institutions, as well as investors, on a plethora of legal, regulatory, compliance and commercial issues.

Corporate:
The corporate law department is central to Deguara Farrugia Advocates. The general corporate advice given by the firm includes advice on local company legislation in connection with the incorporation of companies; M&A transactions; shareholder rights; directors’ duties; mergers and acquisitions, liquidations and company recovery. Members of the corporate law department are also frequently involved in security issues, listings and IPOs.

Transport:
The specialised lawyers composing the transport law team are highly knowledgeable in aspects related to the yachting, shipping and aviation industry, particularly registration; sales and purchase contracts; finance and mortgages; crewing; importation and VAT implications; chartering; management and insurance. Admiralty law and wet and dry claims also fall within the competence of the transport law team.

Public-Private Partnerships:
The firm is also active in the field of public procurement and public concessions. The firm has acted for governmental and public entities on a number of public competitive processes leading to the award of tenders and concessions or privatisations of public owned entities as well as for private bidders participating in similar processes.

Litigation & Dispute Resolution:
The litigation and dispute lawyers of the firm spend a considerable amount of time advising and working with client to resolve contentious issues before the matter is referred to the competent adjudicating body. The firm handles various kinds of disputes including large debt recovery, contractual disputes, real estate litigation, shareholder disputes, insolvency actions, investor rights actions, financial services related disputes, civil disputes, judicial review and other administrative actions, maritime litigation and all types of injunctions.

Recent Work:
■ The firm acted as legal advisors in relation to the co-issuance of USD 100m senior notes by VistaJet Malta Finance plc and XO Management Holding Inc as a tack-on to a previous notes series of USD 550m
Members: Maria Deguara, Alejandro Borg, Luana Borg.

■ The Financial Services Team acted as legal advisor in connection with the redomiciliation of Fair Fund Series SICAV plc out of Malta.
Members: Jean C Farrugia, Alejandro Borg, Luana Borg.

■ The Financial Services Team acted as legal advisor in the issuance of a €30 m bond by a real estate developer in connection with one of the largest real estate developments in Malta consisting of 360 residential units and a shopping mall.
Members: Jean C Farrugia, Johan Farrugia.

■ The Financial Services Team acted as legal advisor in the process of acquisition of a majority stake in a banking institution as well as the subsequent change in control application process with the Malta Financial Services Authority and the European Central Bank leading.
Members: Jean C Farrugia, Alejandro Borg.

■ The Financial Services Team advised a local credit institution in connection with the launch of a new factoring product.
Members: Jean C Farrugia, Alejandro Borg.

■ The Financial Services Team, in collaboration with the Corporate Law practice of the firm, acted as legal advisor to the largest chain of pharmacies in Malta in the issuance of €13m bonds and their listing on the Malta Stock Exchange.
Members: Jean C Farrugia, Johan Farrugia.

■ The Financial Services Team, in collaboration with the Corporate Law practice of the firm, acted for one of the largest Real Estate and Hospitality Groups in Malta in connection with a bid to acquire a minority stake in one of the major insurance companies in Malta.
Members: Jean C Farrugia; Maria Deguara.

■ The Corporate Law practice of the Firm acted as legal advisor to The Convenience Shop (Holding) p.l.c. and its subsidiary entities (the “Group”) in connection with the acquisition of the intellectual property relating to ‘The Convenience Shop’ brand for the value of €4M and corporate restructuring of the Group, including the capitalisation of loans standing to the credit of the shareholders of The Convenience Shop (Holding) p.l.c. to the value of €2.2M through the issue of shares in the capital of The Convenience Shop (Holding) p.l.c.;
Members: Maria Deguara, Richard Deschrijver, Marlon Borg, Celia Mifsud.

■ The Firm acted as lead advisor in the merger between the entities operating the group of companies trading under the name “Brown’s Pharma” and the entities previously operating the group of companies trading under the name “JP Pharma”.
Members: Maria Deguara, Richard Deschrijver.

■ The Firm has assisted RARE AIR group, a boutique aviation advisory and brokerage company, in setting up operations in Malta, particularly by advising on the appropriate corporate structure and preparation of the relative agreements.
Members: Maria Deguara, Richard Deschrijver, Andrew Massa.

■ Our Yachting and Aviation Team was responsible for the general legal overview of the acquisition of a 65-meter super yacht and its commercial registration under the Malta flag. DF Advocates assisted with the setting up of the corporate structure for the purpose of holding the said super yacht. In this regard, through our associates, the Firm also provides directorship services to the client. The team was also involved in the negotiations for the acquisition of the super yacht including the financing structure, and the eventual importation through Malta. DF Advocates will provide ongoing legal advice and assistance to the client in relation to the crew as well as the chartering of the super yacht.
Members: Andrew Massa, Kenneth Deguara, Chiara Xuereb.

■ DF Advocates assisted the client with the acquisition of a yacht and the setting up of the VAT Yacht Leasing structure in Malta. In this regard, the team assisted the client with the setting up of the corporate structure. In addition, DF Advocates assisted with matters relating to the crew including the drafting of employment agreements as well as assistance with the registration of crew for social security purposes. Finally, through our associates, the Firm also provides directorship services to the client.
Members: Andrew Massa, Kenneth Deguara, Chiara Xuereb.

■ Our Yachting and Aviation Team assisted with the acquisition of four yachts from a company in liquidation. This involved assistance in the negotiations as well as the drafting of the relative agreements and assistance with the transfer of ownership procedures with Authority for Transport in Malta.
Members: Andrew Massa, Chiara Xuereb.

■ The Firm assisted the client with the acquisition and importation of a yacht through Malta, including the drafting of all necessary agreements and documentation, as well as providing advice in relation to VAT. The team also assisted the client with liaising with the Authority for Transport in Malta in relation to the transfer of ownership of the yacht.
Members: Andrew Massa, Chiara Xuereb.

■ The Team acted as legal advisors in the process of negotiation, acquisition, and registration of several business aviation aircrafts, including a Gulfstream G200, Cessna Citation Jet M2, Phenom 100 and Dash 8-400s. Our support also involved legal assistance with the procedures of deregistration and registration of aircrafts within the jurisdictions of Austria, France, Italy and Malta including inter alia liaising with the respective Civil Aviation Directorates.
Members: Maria Deguara, Filippo Maria Arcaleni, Richard Deschrijver, Andrew Massa.

■ The Team assisted a business aviation client with the setup of a Maltese branch involved in commercial aviation activity. The new branch operates the 2 Dash 800 aircraft for an investor based in Italy. In this regard, the team assisted the client with the setting up of the corporate structure with the investor, the finalisation of the leasing process involving the investor, lessor, and the leasing company, the registration of the aircrafts under the Malta flag as well as the importation of the aircrafts into Europe. DF Advocates also assisted with matters relating to the crew including the drafting of employment agreements and assistance with the registration of crew for social security purposes.
Members: Maria Deguara, Filippo Maria Arcaleni, Andrew Massa, Richard Deschrijver, Chiara Xuereb.

■ The Team assisted a business aviation client with the setup of Fractional Ownership Program using the Cell Company structure in accordance with Maltese law. The team assisted the client with various aspects of the project, including inter alia the setting up of the entire corporate structure through 4 main contracts and the process relating to the purchase of the aircrafts their subsequent registration under the Malta flag.
Members: Maria Deguara, Filippo Maria Arcaleni, Andrew Massa, Richard Deschrijver, Chiara Xuereb.