How do I properly issue new shares to bring in an investor?
- 07.06.2026
My Maltese company entered into a supply contract with a business based in another EU country, and the contract itself is silent on which country’s courts would handle disputes. They are now threatening to sue us in their home country instead of Malta. Can they actually do that?
Where a contract does not specify a jurisdiction clause, the question of which country's courts have authority to hear a dispute between businesses in different EU member states is generally governed by the Brussels I Recast Regulation (EU Regulation 1215/2012), which sets out rules for determining jurisdiction in civil and commercial matters across the EU, and in many cases allows a claim to be brought either where the defendant is based or, for contractual disputes, where the relevant goods or services were to be delivered or performed. This means it is genuinely possible for the other business to have a valid basis to bring proceedings in their own country's courts, depending on exactly where performance under the contract took place, rather than this being purely a matter of choice for them. Review the contract carefully for any indirect indication of intended jurisdiction, such as the governing law clause, delivery terms, or prior dealings, since this can sometimes support an argument for Maltese jurisdiction even without an explicit clause. Given the cross-border complexity, this is a matter where specialist advice on both Maltese and EU private international law is important before responding to the threatened proceedings.
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