Preparing for an executive exit in Malta

Who this is for: senior employees, directors who are also employees, and holders of regulated roles in Malta-based businesses who have been told, or suspect, that their role is ending.

Short answer. Before you respond to any proposal, take advice on your own facts. You do not need to have everything in order first: a short message saying what has happened, and any deadline you have been given, is enough to start. The steps below help you and your adviser get to the point quickly, and can be worked through together. Do not resign, sign or collect employer documents on the strength of general information, including this guide.

This is a best-practice guide. Real exits rarely allow time to follow it, and the gaps are where value is lost.

Best practice, and the reality

The guide describes how to prepare when you have time, a full set of documents and a clear view of what the employer intends.

That is rarely the position. In most senior exits, some of the following get in the way:

A proposal with a deadline of days, presented in a meeting you did not expect.
Documents held by the employer: plan rules, past award letters, board minutes, and access to systems that is withdrawn on the day you are told.
A leaving reason that does not match the facts, such as a “resignation” where the role is being removed, with knock-on effects for incentives and for how the regulator is told.
Plan rules that give the board discretion over leaver status, vesting and clawback.
Restrictive covenants, confidentiality terms and non-disparagement wording drafted by the employer’s lawyers.
Several roles ending at once, each on different rules: employment, directorships, shareholdings and regulated approvals.
The pressure to settle quickly and quietly, and the wish to protect relationships and reputation in a small market.

None of this is unusual, and most of it can be dealt with. It calls for judgement: which points to press, which to trade and which to leave alone. Getting it wrong is costly: incentives forfeited through the wrong leaver status, claims given up for too little, covenants that keep you out of your sector, and a regulatory record that follows you to the next role.

The sections below set out the standard. Each ends with a note on where it tends to break down.

Contents

Recognise where you are
Work out which roles you hold
Gather the documents
Write a chronology
Map the money and the other issues
Find the dates that matter
Handle information carefully
What a first advice meeting looks like
Before you get in touch

1. Recognise where you are

Exits rarely begin with a formal letter. More often there is a conversation about “the future of the role”, a change in reporting line, a new person brought in above or alongside you, or concerns about performance raised for the first time. Sometimes there is a proposal with a short deadline.

Each of these points to a different legal route. The employer may be considering redundancy, a reason relating to you, the expiry of a fixed term, or simply an agreed departure. Under Maltese law an employer may end an indefinite contract of employment only on grounds of redundancy or where there is a good and sufficient cause (Employment and Industrial Relations Act, Cap. 452, article 36(3) and (14)). Which route the employer is on affects your rights, your options and the documents you will want to see.

You do not have to identify the route alone, and you do not have to answer questions about it in the first meeting. You can listen, take notes and ask for any proposal in writing.

In practice. The first meeting is usually scripted on the employer’s side and not on yours. Saying little, asking for the proposal in writing and taking time to respond is rarely held against you. Agreeing to something in the room often is.

2. Work out which roles you hold

Senior people often hold several positions in the same business at once:

Employee, under a contract of employment.
Director or company secretary, an office governed by company law and the company’s own articles.
Shareholder or holder of options or awards, governed by plan rules, award letters or a shareholders’ agreement.
Approved or key function holder, where a regulator such as the Malta Gaming Authority or the Malta Financial Services Authority has approved the person for the role.

Each role ends in its own way. Resigning a directorship does not by itself end employment, and ending employment does not by itself decide what happens to your shares. Some arrangements are labelled “consultancy” or “services”. Maltese law looks at the substance: where the business exercises effective direction, control and choice over the work, the relationship is treated as a contract of service, whatever it is called (Cap. 452, article 2).

In practice. Employers often prepare one document that tries to end every role at once. The terms that matter most, such as leaver status, the wording of a regulatory notification or a release of covenants, can be buried in a schedule or left out altogether.

3. Gather the documents

Collect what you are entitled to hold. Typically that includes:

Employment

Your signed contract and every amendment, promotion letter and side letter.
The staff handbook and policies your contract refers to, such as disciplinary, grievance, bonus or car policies, as issued to you.
Your payslips for at least the last twelve months, and your most recent annual statement.
Any collective agreement that applies to you.

Pay and incentives

Bonus policy or scheme rules, and the letters telling you what you were awarded in past years.
Share, option or long-term incentive plan rules, award letters, vesting schedules and any shareholder agreement you signed.
Any document mentioning “good leaver”, “bad leaver”, “malus” or “clawback”.

The exit itself

Anything you have been sent about the exit: emails, meeting invitations, notes, a draft agreement.
Your own notes of conversations (see section 4).

Other roles

Board appointment letters or minutes, if you are a director.
Any regulatory approval or notification connected with your role.

If you do not have a document, note that it exists and who holds it. It can usually be requested.

In practice. The documents that decide the value of an exit, such as plan rules and past award letters, are often the ones you do not hold. Asking for them is part of the negotiation, and how the employer responds tells you something about its position.

4. Write a chronology

A short, dated, factual record is one of the most useful things you can bring to an adviser. Write it now, while memories are fresh.

One line per event: date, who was involved, what was said or done, and where any evidence is.
Stick to facts. Keep your views and feelings for a separate note.
Include the good as well as the bad: promotions, bonuses, positive reviews.
Note when you first heard about the change and from whom.

A chronology helps an adviser see quickly whether the route the employer is using fits the facts. It also helps you remain consistent if there is a dispute later.

In practice. Most people start a chronology after the key conversations have happened. It is still worth doing. Gaps can be filled from calendars, emails and payslips, and a late record is far better than none.

5. Map the money and the other issues

Separate what is already owed from what is open to negotiation.

Category	Examples	Where the answer usually comes from
Already earned	Salary to the leaving date, accrued and untaken leave, expenses	Contract, payroll records, law
Notice	The notice period or payment for it	Contract, and the statutory minimum in Cap. 452, article 36(5)
Variable pay	Bonus for the current or past year, commission	Scheme rules, contract, discretion clauses
Equity	Vested and unvested awards, options, shares	Plan rules, award letters, shareholder documents
Negotiated	Any additional payment, extended benefits, outplacement	Agreement between the parties

Two legal points often surprise people:

The statutory notice periods rise with length of service up to twelve weeks, but a longer period may be agreed for technical, administrative, executive or managerial posts (article 36(5)). For a senior person the contract usually governs.
For the payments the Act itself sets on termination, “wages” excludes overtime, bonuses, allowances, remuneration in kind and commissions (proviso to article 36(12)). What you receive beyond that depends on your contract and on negotiation.

There is no general statutory redundancy payment in Maltese employment legislation.

Then list the non-financial issues: your leaving date, garden leave, the announcement, a reference, restrictions on future work, return of property, and resignation from any other roles. These often matter as much as the money and cost the employer little to agree.

In practice. The first offer usually covers what is already owed and a modest addition. Its real cost to you may sit elsewhere: a leaver status that forfeits unvested awards, a broad release of claims, or covenants that limit your next role. Valuing each element separately is what turns an offer into a negotiation.

6. Find the dates that matter

Draw up a short calendar:

Any deadline to respond to a proposal.
The date notice was or will be given, and when it would end.
Bonus payment dates, vesting dates and plan “measurement” dates.
The end date of a fixed-term contract, if you have one.
Holiday already booked.
The time limit for any claim.

On the last point: a complaint of unfair dismissal must be presented to the Industrial Tribunal within four months of the effective date of the alleged breach (Cap. 452, article 75(3)). Complaints of discrimination, victimisation or harassment under the Act must also be lodged within four months of the alleged breach (article 30(1)). Negotiations do not stop these periods, and contacting an adviser does not extend them.

In practice. Talks often run past a deadline without either side noticing. Keeping the time limits in view protects your position whether or not you intend to bring a claim.

7. Handle information carefully

It is natural to want to keep copies of everything. Be careful. Forwarding employer documents to a personal account, downloading files or copying client information can breach your contract, confidentiality obligations or data protection law, and can weaken your position.

Keep what is yours: your contract, payslips, your own notes.
For anything else, write down what exists and where. Ask your adviser how to obtain it lawfully.
Do not delete material either. Ask before you tidy up devices or accounts.
If you need to send documents to an adviser, agree a secure method first.

If your concern involves wrongdoing by the employer, specific protections may apply to disclosures made through the right channels under the Protection of the Whistleblower Act (Cap. 527). An exit agreement cannot validly exclude that Act or discourage a protected disclosure (article 21). Take advice before making any report; this website’s contact form is not a reporting channel.

In practice. Disputes about information are a common way for an exit to turn hostile. An allegation that you took documents can change the employer’s approach and your leverage overnight. Handling information correctly from the start keeps attention on the terms.

8. What a first advice meeting looks like

A first meeting usually covers:

A conflict check, so that I can confirm I do not act for anyone on the other side.
Your account of events, in your own words. A chronology helps if you have one, but it is not needed.
The roles you hold and the documents for each, including any that still need to be obtained.
The route the employer appears to be using.
The money, the other issues, and the dates.
What you want: to stay, to leave on agreed terms, or to keep options open.
The next steps and how the work would be scoped and charged.

You will normally leave with a clear list of questions to be answered and, if you instruct me, an agreed scope for an exit review.

9. Before you get in touch

You do not need to prepare anything before sending an enquiry. A short message saying what has happened, and any deadline you have been given, is enough. I will tell you what would be useful for a first meeting.

If you have them to hand, two things help most:

Your contract.
Any proposal or letter you have received about the exit.

Do not, without advice

Resign or agree a leaving date.
Sign any document about the exit.
Forward, download or delete employer material.
Discuss terms with colleagues, clients or the press.

A fictional example

This example is invented to illustrate the questions. It does not describe any real person or case, and it does not predict an outcome.

Maria is head of risk at a Malta-licensed company. She also holds a small number of unvested share awards and is a director of a dormant subsidiary. After a new chief executive arrives, she is told her role is being “merged” and is handed a proposal with a seven-day deadline.

Before responding, Maria lists her three roles, gathers her contract, the share plan rules and her award letters, and writes a chronology starting from the arrival of the new chief executive. She notices the plan rules treat a “redundancy” leaver more favourably than a resignation, and that the proposal describes her leaving as a resignation. She also notes that her role was approved by a regulator.

The questions she takes to an adviser are: is this a redundancy and, if so, is the “merged” role in the same class as others; what notice does her contract give; how should the leaving reason be described in the agreement and to the regulator; what happens to the directorship; and what is the latest date for any claim.

How I can help

A guide can set out the standard. It cannot tell you which of the obstacles above apply to your exit, what your position is really worth, or how to protect it without damaging relationships you may still need. That is the work of an exit adviser.

I advise senior executives before and during an exit. Typically, that means:

reviewing your contract, incentive plans and covenants, and assessing your entitlements and claims realistically;
identifying every role that is ending and how each should end, including regulated approvals;
valuing the proposal element by element, so that you know what to press for and what to trade;
negotiating with the employer or its lawyers, or advising you in the background if you prefer to lead;
drafting or reviewing the settlement agreement, the leaving reason, the announcement, the reference and any regulatory notification;
flagging tax points for your tax adviser.

The aim is an exit on terms you can live with: the value you are owed, your reputation intact and no surprises after you sign. The earlier I am involved, the more options remain open. Most of the work is done by video call and email, and our contact is confidential.

This guide is general information about Maltese law. It is not advice on your situation, and it does not create a client relationship.

Next step: If you are facing an exit, send a short message. Read also: Exit review · Notice and exit terms · Reviewing a proposed exit agreement · Redundancy or dismissal · Executive exits in Malta’s iGaming sector.

The law changes, so please check the current position with an advocate before acting.