Greece: Mergers and Acquisition law
(Article/Chapter for Greece written by Chloe Iordanidou – Associate, published in The Legal 500 & The In-House Lawyer Comparative Legal Guide: Mergers & Acquisitions, February 2018)
The Legal 500 & The In-House Lawyer
Comparative Legal Guide
Greece: Mergers & Acquisitions
This country-specific Q&A gives an overview of mergers and acquisition law, the transaction environment and process as well as any special situations that may occur in Greece.
It also covers market sectors, regulatory authorities, due diligence, deal protection, public disclosure, governing law, director duties and key influencing factors influencing M&A activity over the next two years.
This Q&A is part of the global guide to Mergers & Acquisitions. For a full list of jurisdictional Mergers & Acquisitions Q&As visit http://www.inhouselawyer.co.uk/index.php/practice-areas/mergers-acquisitions/
What are the key rules/laws relevant to M&A and who are the key regulatory authorities?
Provisions affecting mergers and acquisitions are spread in an impressive number of laws. The basic legal framework is included in the corporate codified Law 2190/1920 having an entire chapter dedicated to mergers, reverse mergers and transformations of Greek societés anonymes (SAs). Law 3777/2009 implementing the cross-border merger Directive 2005/56/EC is relevant, while Law 3461/2006 transposing Directive 2004/25/EC and Law 3556/2007 transposing the Transparency Directive 2004/109/EC in relation to information obligations in case of the acquisition of significant holdings in listed companies also apply to listed companies, along with Law 4443/2016 on market abuse. Further laws regulating special types of companies also contain specific M&A provisions such as Law 4072/2012 on private limited companies (PCs), Law 3190/1955 on limited liability companies (Ltds) and Law 2515/1997 on mergers between credit institutions.
Law 3959/2011 regulates competition law aspects related to concentrations and applies in conjunction with the EC Merger Regulation 139/2004. The laws offering tax neutrality to transactions are of significant importance, as they have facilitated numerous M&As and corporate transformations in Greece. Tax incentives are principally provided by Legislative Decree 1297/1972, Law 2166/1993 and Law 4172/2013 (the Income Tax Code).
Greece does not have a specialised M&A market regulator. Specific issues regarding takeover bids are regulated by the Hellenic Capital Market Commission (HCMC), while concentration matters are dealt by the Hellenic Competition Commission. For transactions in regulated market areas, such as financial institutions including insurance companies, or licensed entities as, e.g. in the energy sector, the sector-specific authorities are also in charge.
What is the current state of the market?
Following a long period of economic recession and a number of financial stabilisation programmes, Greece’s business climate for M&As seems to be on the upraise. The main source for transactions is the Hellenic Reconstruction and Development Fund (HRADF), which is responsible for the divestiture of the public stake in several of the most prominent corporate organisations in Greece in a rigid privatisation programme involving the Hellenic Petroleum, the electricity incumbent PPC, the gas transmission operator DESFA, the natural gas supply corporation DEPA,the Hellenic Post corporation ELTA, the telecommunications company OTE and others.
The reported number of transactions concluded in the first half of 2017 has doubled comparing to the same period in 2016 (21 transactions in H1 2017 compared to 10 transactions in H1 2016). The total H1 2017 transaction value has also risen (1.21 US$b compared to 0.23 US$b in H1 2016). The great majority of such transactions (57%) was inbound.
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