From a regulatory perspective, acquisitions of public companies in Greece are subject to strict capital markets rules and oversight by the Hellenic Capital Market Commission (the “HCMC”). They are governed by the takeover bid regime, which imposes disclosure obligations, statutory timetables and minimum pricing rules.
Ιn the context of public takeovers, if a buyer acquires more than one-third of the total voting rights in a listed company, it must launch a mandatory bid within 20 days for all outstanding shares. A similar obligation arises if a shareholder already holding between one-third and one-half of the voting rights acquires more than 3% within a six-month period. Where the bidder reaches at least 90% of the voting rights, it may require the remaining shareholders to sell (squeeze-out), while minority shareholders enjoy a corresponding right to compel the bidder to buy their shares on identical terms (sell-out). These rights are exercised through a regulated procedure supervised by the HCMC, without court involvement.
By contrast, acquisitions of private companies are governed primarily by corporate law and contractual arrangements between shareholders, with no takeover bid regime. Private deals are negotiated directly between the parties, with flexibility on process, timetable and price. In cases of dominant majority holdings (for example, above 95%), majority and minority shareholders may resort to court-driven mechanisms to achieve either buy-out or squeeze-out outcomes, but these procedures are judicial rather than regulatory.
In short, public M&A in Greece is heavily regulated and designed to safeguard transparency and equal treatment of shareholders, while private M&A remains flexible, contractual and court-based in resolving shareholder imbalances.
In private M&A deals, documentation is flexible and negotiated to fit the transaction. The core documents typically include:
Share Purchase Agreement (SPA)/Asset Purchase Agreement (ASA)
Preliminary agreements such as a Memorandum of Understanding (MoU), Heads of Terms (HoT), Term Sheet (TS), confidentiality and exclusivity agreements
Shareholders’ Agreement (SHA) / Joint Venture Agreement (JVA)
Side Agreements
Security Agreements where consideration is deferred or paid in tranches, such as escrow arrangements, pledges, prenotations of mortgage and option agreements.
Any guarantees, security or other financial support provided by the target or its subsidiaries in connection with acquisition financing must comply with the restrictions on financial assistance under Greek company law (Law 4548/2018). In particular, such support requires the distributable reserves test to be met, a duly reasoned board resolution, and the preparation and filing of a board report with GEMI. Breach of these requirements may render the security or guarantee invalid.
In public M&A transactions, documentation is layered with mandatory regulatory requirements under the Greek takeover law. The central document is the information memorandum, which must be submitted to the Hellenic Capital Market Commission (HCMC) and the target’s board before any public announcement. The HCMC approves it within ten business days if the offer covers only listed shares, or within twenty business days if unlisted securities are also included, with the review period paused if further information is requested. Once approved, the memorandum is published and the acceptance period runs for four to eight weeks (extendable by two weeks). The memorandum must disclose the bidder’s identity, proof of funds (backed by a bank certificate), the offer price and compliance with minimum pricing rules. Additional regulatory documents include formal announcements and the target board’s reasoned opinion.
In private M&A deals, material facts are primarily addressed through due diligence and contractually defined representations and warranties, often qualified by knowledge standards (e.g., to the best of the seller’s knowledge), with risk allocation managed through indemnification provisions.
In public M&A deals, material facts are safeguarded through statutory disclosure requirements: the offer document must include all information necessary for holders of securities to make an informed assessment of the bid under Greek takeover law, while the EU Market Abuse Regulation (MAR) requires issuers to promptly disclose inside information that could materially affect the share price.
For mandatory tender-offers after the acquisition of control for minority non-selling shareholders, please refer back to Section 1.1.
M&A transactions can be implemented through different structures, each carrying distinct legal, tax, and regulatory implications.
Share acquisitions are by far the most common structure in Greece. The buyer acquires the shares of the target company directly from its shareholders, under a Share Purchase Agreement (SPA). The target continues to exist with all its assets, contracts, and liabilities, so the buyer inherits both the benefits and the risks of the business. This continuity ensures simplicity and automatic transfer of contracts and permits, but makes due diligence and extensive warranties/indemnities essential to protect the buyer. Another advantage is that the transfer of shares is generally not subject to transfer taxes or VAT (save for a minor transaction duty in the case of listed shares), making share deals more tax-efficient compared to asset deals.
Asset deals, by contrast, involve the acquisition of selected assets (and sometimes liabilities) directly from the target, under an Asset Purchase Agreement (APA). This structure is useful where the buyer wishes to “cherry-pick” assets and avoid historical liabilities. However, it entails higher complexity: each asset may require specific transfer formalities (e.g. notarial deeds for real estate, novation of contracts, employment transfers). It may also trigger transfer taxes or VAT. In Greece, asset deals are less frequent compared to share deals, due to these transactional burdens.
Mergers result in the full integration of two or more companies, either by absorption or by forming a new entity. In Greece, mergers and other corporate transformations are regulated by Law 4601/2019 on Corporate Transformations, recently amended to incorporate EU rules on cross-border transactions. The law allows mergers between different legal forms of entities and provides for universal succession by operation of law, meaning that all assets and liabilities pass automatically to the surviving entity. Mergers are common in group reorganisations and consolidations, but the process is more formalistic and lengthy (requiring i.e. a merger plan, expert reports, shareholder approvals, GEMI filings).
SPAC transactions (Special Purpose Acquisition Companies) represent a more recent and capital-markets-driven structure. A SPAC is a listed shell company that raises funds through an IPO with the sole purpose of acquiring a target within a fixed period. The acquisition, known as the “de-SPAC” transaction, effectively results in the target becoming publicly listed without a traditional IPO. Greece does not have a dedicated SPAC regime, and SPACs are not commonly used in the Greek market, although Greek companies can be acquired by foreign-listed SPACs, thereby entering international capital markets.
In public M&A transactions, the Takeover Bids Law (Greek law 3461/2006) requires that the offer price in a mandatory takeover bid be in cash and no lower than both the six-month volume-weighted average market price and the highest price paid by the bidder (or its concert parties) in the preceding twelve months, with upward adjustment if required; the bidder must also provide a bank certificate of funds.
In private M&A transactions in Greece, price structures are flexible and negotiated between the parties, with the two principal mechanisms being completion accounts and the locked-box method. Completion accounts provide for a provisional purchase price at closing, which is subsequently adjusted based on the actual financial position of the target at completion.
Key drafting points include agreeing on the accounting policies to be applied (usually consistent with the target’s latest annual accounts) and setting covenants for the conduct of business in the interim period according to ordinary course. This structure is typically preferred by buyers who may have concerns about the accuracy of historical accounts or the risk of adverse events between signing and completion, as the buyer initially pays a preliminary purchase price at closing based on an estimated equity value, with detailed completion accounts (normally prepared by the buyer) then determining the final price and any necessary price adjustments.
Locked-box mechanisms, by contrast, fix the purchase price by reference to the target’s most recent audited financial statements, with no post-completion adjustment. Buyers protect themselves by seeking indemnities against undue leakage or extraction of value during the locked-box period, while sellers may negotiate compensation (e.g. through interest on the purchase price) if value accrues in that period. Drafting in such cases focuses on anti-leakage protections and robust due diligence, since the buyer bears the risk of a disconnect between the locked-box accounts and the actual value at completion. Locked-box structures are particularly common in auction processes (a fixed price payable on completion generally provided a competitive advantage for a bidder) and attractive to financial investors, as they provide transaction certainty (no post completion adjustments are necessary) and minimise the risk of post-closing disputes.
In addition, earn-out provisions, where part of the consideration is deferred and contingent on the future performance of the business, are frequently employed, while escrow arrangements are often used as a balanced mechanism to secure warranty or indemnity claims, ensuring the buyer has recourse while the seller’s funds are not irreversibly withheld absent a valid claim. Taken together, these mechanisms provide flexibility and allow the parties to allocate risk around valuation, performance, and timing of cash flows.
In Greek M&A transactions, only certain conditions precedent are mandatory by law. Chief among these is merger control clearance. At EU level, merger control is governed by Council Regulation (EC) 139/2004 (the “EUMR”). A concentration has an EU dimension if it meets the turnover thresholds of Article 1: either (i) combined worldwide turnover of all undertakings concerned above €5 billion with at least two undertakings each achieving EU turnover above €250 million; or (ii) combined worldwide turnover above €2.5 billion, turnover above €100 million in at least three Member States (with at least two undertakings each above €25 million in those States), and at least two undertakings each above €100 million EU-wide. Neither threshold applies where each undertaking concerned achieves more than two-thirds of its EU turnover within one and the same Member State (“two-thirds rule”). Where the EUMR applies, the European Commission has exclusive competence, and national law is displaced (subject only to referrals). At national level, if the EU thresholds are not met, concentrations fall under Greek merger control pursuant to Law 3959/2011, as amended and in force. Filing is mandatory where (i) the combined worldwide turnover of the undertakings concerned is at least €150 million, and (ii) at least two of them each achieve turnover in Greece above €15 million. In addition, certain industries are subject to sector-specific rules, e.g. in the media sector, under Law 3592/2007, as amended and in force, notification is required at lower thresholds.
Other statutory mandatory CPs typically include regulatory approvals (e.g. Bank of Greece, HCMC) and corporate approvals of the transaction, which in some cases – such as related party transactions – are also subject to mandatory publicity with the General Commercial Registry (GEMI).
In addition to statutory requirements, parties usually agree on contractual CPs to allocate risk and address due diligence issues. These typically include:
A standard MAC clause defines a “Material Adverse Change” as:
“Any change, event, or effect that, either individually or in combination with all other changes, events, or effects: (1) has a material adverse effect on the business, operations, assets, liabilities (including contingent liabilities), financial condition, or results of operations of such entity and its subsidiaries taken as a whole, or (2) could reasonably be expected to materially impair the ability of such entity to consummate the merger and to perform its other obligations under the SPA.”
MAC clauses are designed to protect the buyer against unforeseen deterioration of the target’s business between signing and closing. A typical MAC clause covers changes that materially affect the target’s business or impair its ability to perform the SPA. Burden of proof is on the buyer. A MAC may operate either as a condition precedent or as an interim period undertaking, and if triggered, it usually permits the buyer to be released from the obligation to buy, or gives the buyer the chance to reform the purchase agreement, or otherwise to request the seller to remedy any changes.
Finally, break-up fees are contractual provisions obliging one party (commonly the seller) to pay a fee, if the transaction fails due to specified causes. Under Greek law, they are typically treated as a form of penalty clause. Pursuant to the Greek Civil Code, if the agreed penalty is disproportionately high, the court may, upon the debtor’s request, reduce it to an appropriate amount, and any agreement to the contrary is invalid.
Greek law provides no statutory definition of “knowledge” or “materiality” in the M&A context. Their scope and effect depend entirely on contractual drafting, with Greek courts interpreting them according to the parties’ agreed wording, the general principles of good faith and fair dealing and the relevant case law.
A knowledge qualifier limits warranties to what the seller (or sometimes the buyer) knows or is deemed to know. Warranties may be expressed as being true “to the best of the Seller’s knowledge” or “as far as the Seller is aware.” Such formulations imply that the seller has taken reasonable steps to verify the accuracy of the statement, such as reviewing company records and consulting key employees or advisors involved in the due diligence process. Sellers typically seek to restrict knowledge to the actual knowledge of identified individuals (e.g. BoD members, key executives, or advisors), while buyers aim to broaden it to include what directors are legally required to know.
Similarly, SPAs sometimes address the buyer’s knowledge: sellers may argue that any matter the buyer knew or should have known (including publicly or otherwise available information) should be deemed disclosed, while buyers usually insist that only items explicitly included in the disclosure letter or virtual data room (VDR) count as disclosed. This negotiation is often referred to as the sandbagging debate, i.e. whether a buyer can bring a warranty claim despite knowing of a breach before closing.
A materiality qualifier limits liability to breaches that are significant in scope or effect, excluding minor deviations. These are often tied to thresholds or baskets to filter out immaterial claims. Buyers may push for materiality scrape provisions, which disregard materiality qualifiers when calculating indemnifiable losses, thereby allowing recovery even for smaller breaches.
Closely linked are disclosure qualifiers, which carve out disclosed matters from warranties. Sellers usually prefer a broad definition whereby any disclosed item suffices, while buyers push for a “fair disclosure” standard—adding reasonability and connection with the assessment of the risk. A typical formulation is: “Fairly Disclosed means disclosed in such a manner that the nature and extent of the relevant fact, matter or circumstance is reasonably apparent to a lawyer, accountant, or a business professional in a manner enabling it reasonably to assess the existence of the risk of the relevant claim.” In any event, under general principles of Greek civil law, a buyer cannot claim non-disclosure of a matter, if an assessment was feasible through due diligence.
In Greek private M&A, bring-down of representations and warranties is common where there is a gap between signing and closing. Buyers typically require that warranties be repeated at closing to ensure no material changes have occurred in the interim. A distinction is usually made between fundamental warranties (such as title to shares, capacity, and sometimes tax), which must be true and accurate in all respects, and other warranties, which are generally repeated only to the extent that they remain true in all material respects. This distinction is especially relevant in the context of claims limitation and the claims process, as breaches of fundamental warranties may invalidate or even annul the transaction.
From a legality perspective, such provisions are enforceable under Greek contract law, as the parties enjoy broad contractual freedom to allocate risk, provided they do not contravene mandatory law or ordre public. The outcome therefore depends entirely on the contractual drafting. However, general civil law principles (such as the prohibition of abusive exercise of rights) may operate to limit sandbagging in extreme cases, e.g. where the buyer clearly acted in bad faith.
For purchase price security, common instruments include escrow arrangements (funds held by an escrow agent until closing conditions are met), bank guarantees or letters of credit (providing direct recourse against a financial institution), and pledges over shares, bonds, assignments of receivables, or mortgages/ prenotations of mortgage over immovable assets.
For indemnification security, parties may agree on escrow accounts retaining part of the price to cover warranty or indemnity claims, or guarantees by parent companies of the seller. In some cases, warranty and indemnity (W&I) insurance is also used, particularly in larger transactions, to shift risk to an insurer.
These mechanisms balance buyer protection with seller liquidity, and the choice depends on factors such as the bargaining power and the transaction size of the parties.
Indemnification practices in M&A transactions are designed to allocate risk between the parties and to protect the Buyer against losses arising from inaccuracies in the information provided, hidden liabilities or pre-closing events. They typically operate through representations and warranties, indemnities, and risk-allocation principles such as “my watch – your watch. ”
Warranties and Representations (R&W).
A warranty is a statement by the Seller about a particular aspect of the Target’s business. The agreed properties of the asset (ανταπόκριση πράγματος στη σύμβαση) are represented and warranted by the Seller or a Guarantor/Sponsor, with the scope of the Seller’s knowledge defined in the SPA. Warranties interact with disclosure and disclosed items are not covered by warranties. A breach of warranty gives rise to damages only if the Buyer can show that the warranty was breached and that the effect of the breach was to reduce the value of the asset acquired. Onus is on the buyer to show the breach of contract and the quantifiable loss. The extent of warranties often depends on the purchase price mechanism: Under a completion accounts method, warranties are non-exhaustive and focus on accuracy of financial statements and key business concerns, with price adjustments covering changes in the financial position of the Target. Under a locked-box method, warranties are exhaustive, covering matters such as share capital, tax liabilities, accuracy of financial statements, environmental matters, employment issues, arms’ length transactions, regulatory issues, operational issues, litigation, and doubtful debts, with any change in the Target’s financial position (i.e., material variations in assets, liabilities, net equity or working capital compared to the reference accounts date) covered by the indemnity mechanism for warranty breach, subject to disclosure.
Indemnities.
An indemnity is a contractual promise to reimburse the Buyer for a specific type of liability, should it rise. Purpose is to provide guaranteed compensation to a buyer on a euro-for-euro basis in circumstances in which a breach of warranty would not necessarily give rise to a claim for damages or to provide a specific remedy that might not otherwise be legally available. The buyer is only required to prove that the specific circumstances have occurred. In practice, indemnities are often agreed for known risks (e.g. ongoing litigation) or high-probability exposures (e.g. potential environmental breaches not yet penalised).
My watch – your watch.
This principle allocates responsibility by timing: the Seller covers liabilities relating to pre-closing events, while the Buyer assumes responsibility for the business going forward. In Greek transactions, it is commonly applied through tax indemnities, indemnities for litigation or regulatory fines.
In M&A transactions, indemnification is typically subject to contractual limitations, both in terms of time and amount, in order to balance the allocation of risk between the parties.
As regards time limitations, the parties usually agree on a fixed period after which liability expires — release of a party from liability after the expiry of a period to be agreed (e.g., 12 months, 18 months, 2 years etc.). For fundamental/key warranties, longer survival periods are negotiated and often aligned with statutory rules — time limitation of fundamental/key Warranties usually coincides with the statutory limitation (i.e., 6 years for tax warranties, 5 years for title warranties in respect with rights on immovable property, 2 years for title warranties in respect with rights on movable property, such as shares etc.). A number of issues arise in this context, reflecting the interaction between statutory rules and contractual freedom. One concern is the applicable statutory limitation periods: for example, a two-year limitation for defects in movables such as shares, a five-year limitation for defects in immovables, or even a twenty-year general limitation for other claims. Another question is whether such statutory periods are mandatory rules of law (ius cogens) or whether the parties may derogate from them in a private agreement. If a longer period is agreed in an SPA, this may be interpreted not as an unlawful extension of limitation but rather as a contractual “warranty period”, meaning that the seller guarantees the property or condition for that time and the claim arises when the defect manifests during that period. Conversely, if a shorter period is agreed, this may be upheld as a valid limitation of liability in cases of slight negligence (with certain exceptions mentioned under Section 2.6.3), provided principles of good faith and mandatory protections are respected. In any event, limitations of liability do not apply in cases of gross negligence or fraud.
As regards amount limitations, several mechanisms are standard. A de minimis or lower threshold is the amount per claim below which a party incurs no liability. Purpose is to avoid administrative costs. A basket amount sets an aggregate threshold before liability kicks in. The SPA may provide that the seller is liable only for the excess above the basket (“excess only”) or, once the basket is exceeded, for the entire amount of losses (“tipping basket”). Parties also negotiate an aggregate liability cap — the total cap of a party’s liability, fixed as an amount or as a percentage of the purchase price. Fundamental or Key Warranties are usually capped at a higher percentage or the full amount of the purchase price, or may be excluded from the cap altogether. Finally, SPAs usually include carve-outs.
As aforementioned, limitations on liability do not apply in cases of fraud or gross negligence, and the parties may also contractually agree on full-uncapped liability in the context of specific indemnities, irrespective of the parties’ knowledge. Other limitations may also apply, such as: limitations from disclosure (unless the parties agree otherwise), failure of the Buyer to mitigate the losses, loss due to a buyer’s act, omission or transaction, loss due to any change in the accounting principles used by the buyer or the company, loss due to a change in law.
In Greek M&A transactions, the main liabilities that typically need to be addressed include title, tax, employment, and social security liabilities, as well as general contractual liabilities. These are closely linked with the statutory limitation periods under the Greek legislation.
Title warranties: Rights in rem over immovables are subject to a statutory limitation of 5 years, while rights over movables (including shares) are subject to a 2-year limitation.
Tax liabilities: Tax claims are generally time-barred after 5 years. In M&A practice, however, tax indemnities are usually given for 6 years, so as to capture both the statutory 5-year limitation period and the rolling fiscal year immediately preceding closing.
Employment liabilities: Claims for unpaid remuneration (wages, benefits, etc.) are subject to a 5-year limitation, as they are classified as periodic claims under the Civil Code.
General contractual liabilities: Where no special rule applies, the general limitation period of 20 years under the Civil Code governs. As mentioned above, in practice these statutory periods interact with contractual liability limitations under the SPA. Survival periods for fundamental warranties are often aligned with statutory rules.
Shorter contractual periods may be valid in cases of slight negligence, but under the Greek Civil Code any contractual provision excluding or limiting liability for fraud (δόλος) or gross negligence (βαριά αμέλεια) is invalid. The same applies to clauses excluding liability for slight negligence in specific cases, such as where the creditor is in the service of the debtor, where liability arises from a licensed business activity, where the clause is contained in standard terms not individually negotiated, or where liability concerns personality rights (life, health, liberty or reputation).
Typically, the mechanism for giving a contractual notice within a time period (usually from 1–3 months) after the Buyer becomes aware of such matter or event and in any case until the date that the limitation period expires (e.g., 12 months, 18 months) is set out in the contract. An agreement’s notification clause can provide for where the notice is to be given (for instance, at a company’s registered office), how the notice is to be communicated (by hand, by fax, by e-mail or a combination of these and perhaps other methods), and what proof can be obtained that notice has been given, which should always be carefully preserved. It may also specify the information to be included in the notice: where any level of detail regarding a potential claim needs to be provided, it is sensible to at a minimum identify the warranty that is said to be breached, the facts of the alleged breach, and an indication of the potential loss.
Some agreements contain an extra limitation on the Buyer, namely that legal proceedings must be commenced within a fixed period in order for the warranty claim to survive.
When the breach of warranty involves a third-party claim (e.g., compensation due for an environmental breach or a tax audit), the Buyer should inform the Seller and typically either (i) consult with the Seller and take reasonable instructions to resist, dispute, appeal or compromise the third-party claim, or (ii) allow the Seller to take over the conduct of all proceedings with lawyers of its choice at the Seller’s cost and expense. It is also very important that the SPA provides that any damages payable under a warranty claim must be paid by the seller to the purchaser at the latest by the time when the target is required to make the corresponding payment to the third party, so that the purchaser is not forced to advance funds.
Parties are free to choose both the governing law and the forum for dispute resolution. Even if Greek law is selected as the governing law, disputes may still be referred to foreign courts. In practice, however, when Greek law governs, parties tend to prefer Greek courts for reasons of familiarity, or alternatively international arbitration with a neutral seat (more preferable in cross border transactions). Regardless of the chosen forum, certain matters remain mandatorily governed by Greek law, such as the transfer of shares in Greek companies and the registration of security over Greek assets.
The enforceability of foreign court judgments in Greece depends on whether the judgment originates from an EU Member State or a third country. Within the EU, recognition and enforcement are largely automatic under the Brussels I bis Regulation (Reg. 1215/2012), without the need for separate exequatur proceedings. For judgments from non-EU jurisdictions, recognition and enforcement are governed by the Greek Code of Civil Procedure and any applicable bilateral or multilateral treaties. In such cases, Greek courts will verify that certain conditions are met, including that the foreign court had jurisdiction, that due process was respected, that the judgment is final, and that its content does not violate Greek ordre public. Once recognised, the foreign judgment is enforceable in Greece as if it were a Greek judgment.
Court litigation in Greece is generally less costly and offers the possibility of appeal, but proceedings are slow: a commercial dispute may take 2–3 years at first instance, another 2–3 years on appeal, and an additional 1–2 years before the Supreme Court, meaning full resolution can exceed 6–7 years. Arbitration, by contrast, is faster (typically resolved within 12–18 months), and allows parties to appoint expert arbitrators, though it is more expensive and arbitral awards are final with no appeal. In cross-border M&A, arbitration is often preferred for its neutrality and ease of enforcement, despite the higher costs.
Katerina Christodoulou
Partner
Pinelopi Klara
Senior Associate
Email: borthwick@rctzz.com.ar
Call: +54 11 5031 2756
