Greece: Mergers & Acquisitions – 4th edition
Article/Chapter for Greece written by Rokas’ Associates, published in The Legal 500 Comparative Legal Guide: Mergers & Acquisitions, 2020
- What are the key rules/laws relevant to M&A and who are the key regulatory1.
authorities?
Law 4601/2019 “On Corporate Transformations” (Government Gazette A’ 44/09.03.2019, hereinafter the “Law”) came into force on 15 April 2019 and consolidated the Greek legal
framework on M&A’s. The consolidation of the previously fragmented applicable laws into a single piece of legislation aims to combat the ambiguities and gaps which existed and
establish a homogenous legal framework which is compatible with EU law and promotes legal certainty. The Law resolves the issue of irregular M&As, i.e. amalgamations between
different kinds of legal entities, and introduces significant flexibility in the conversion, merger and splitting or de-merger processes. It drastically expands the range of permissible
corporate transformations as it allows the corporate transformation of all entities, irrespective of their legal form, it allows different types of entities to merge and aims to
facilitate such transformations by providing for universal succession and continuance of legal personality. The new Law allows all types of entities to transform (i.e merge, divide and
convert into another legal form) and also provides for the transformation of a company under liquidation, provided that it has not yet begun to distribute its assets to its shareholders and
the provisions about the minimum capital of the relevant company form are respected. The law aims to modernize, improve and simplify the legal regime by removing long-lasting
restrictions which existed and by establishing some general common provisions for all companies involved in an M&A transaction.
Law 3777/2009, implementing the Directive 2005/56/EC, continues to apply for cross-border mergers of limited liability companies, 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 cases of acquisition of significant holdings in listed
companies also apply to listed companies, along with Law 4443/2016 on market abuse and article 16 of Law 2515/1997 on the mergers of credit institutions.
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