Greece: Mergers & Acquisitions 6th edition 2022

Greece: Mergers & Acquisitions 6th edition 2022

(Chapter for Greece written by S. Getimi and K. Karanikolas, Associates, published in The Legal 500 Country Comparative Guides: Mergers & Acquisitions, 2022)

1. What are the key rules/laws relevant to M&A and who are the key regulatory authorities?

i) Mergers. Law 4601/2019 “On Corporate
Transformations” (Government Gazette A’
44/09.03.2019, hereinafter the “Law”) has consolidated
the Greek legal framework on mergers, demergers as
well as alterations of the company type. 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 earlier problem of irregular mergers, i.e.
amalgamations between different kinds of legal entities,
which entailed a level of legal uncertainty, 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 types of entities, irrespective of their legal form,
while it also allows different types of entities to merge or
otherwise transform, and aims to facilitate such
transformations by providing for universal succession by
operation of law and continuance of the legal personality
of the transforming entities. The new Law also allows for
a company under liquidation to benefit from its
provisions, al long as it has not yet begun to distribute
its assets to its shareholders, and the minimum capital
requirement is fulfilled. The law aimed to modernize,
improve and simplify the legal regime by removing long-
lasting restrictions and by establishing some general
common provisions for all company types, and has
succeeded in doing so during the first years of its
operation; a large number of corporate transformations
has taken place.
Law 3777/2009, implementing Directive 2005/56/EC,
continues to apply for cross-border mergers of limited
liability companies, while article 16 of Law 2515/1997
applies to the mergers of credit institutions.

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