Regulation of M&A Deals in Greece

M&A deals in Greece are normally structured as business transfers or transactions with shares/assets. Unlike transactions with shares; business transfers entail joint responsibility of acquirers/sellers with regard to commitments undertaken prior to concluding an M&A agreement in the Republic of Greece. What makes business transfer in the Republic of Greece advantageous is that it can take the form of a corporate transformation, which is less costly in terms of paying taxes. M&A transactions in the Republic of Greece are understood to be an act of acquiring title to stakes/assets.

Greece: Conclusion of an M&A Deal

If ninety five percent of a target company’s capital is acquired, minority shareholders are entitled to sell their stake within five years. Upon expiration of this term, buyers can take ninety five percent ownership of the company. In case target companies are listed on a stock exchange, acquiring ⅓ of their capital requires purchasers to submit a tender offer to regulatory authorities. If it’s drawn up under Greek legislation, minority shareholders can sell a stake in the company; purchasers, in their turn, get to buy out a company in the Republic of Greece.

The Republic of Greece: Acquisition of a Company

When it comes to special or universal succession, purchasers acquire all obligations related to a specific company. 

As far as a corporate transformation is concerned, assets related to a specific enterprise may be transferred to purchasers (though some assets may be non-transferable).

Transactions involving liquidation, sale or purchase require endorsement of the Economic Development Ministry. However, when it comes to universal successions, acquirers or newly formed companies get transferred all administrative licences.

Acquiring joint or sole control requires notifying the GCC within one month. Also, additional conditions must be met:

• having a combined turnover of no less than one hundred fifty million euros;
• ensuring that the turnover of each company participating in a deal is in excess of fifteen million euros.

Greece: Regulation of M&A Deals

Purchasing a stake of a company in Greece requires obtaining permission from local regulators. International mergers involving Greek LLCs are regulated by respective directives of the EU Parliament & EU Council. No limitations are imposed on foreign ownership in the Republic of Greece; certain sectoral restrictions may be applicable, though.