GREECE Trends and Developments Contributed by: Ovvadias S. Namias, Vasileios Petropoulos, Ilias Spyropoulos and Emmanouil Apostolakis, Ovvadias S. Namias Law Firm
Commissioning by Supervisory Authorities of an Internal Investigation It is common for Greek supervisory authorities to com - mission law firms or auditing companies to conduct an internal investigation. For example, among capital markets cases, the Greek supervisory authority, the Hellenic Capital Market Commission, has ordered the conduct of internal investigations in order to save money and manpower, in particular when the compa - nies under investigation refuse to respond to an initial summons. In this case, the cost of the investigation is be borne by the listed company under investiga - tion, and the final report is primarily addressed to the company and to the supervisory authority because such administrative investigations must remain secret. However, it is fairly common for minority sharehold - ers to demand access to the report in order to bring criminal and/or civil charges against the company’s executive board. To this end, the report can only be kept secret after invoking the attorney–client privilege, which applies when the investigation is carried out by a law firm. Internal Investigations by Lawyers Specialised in White-Collar Crime It is fundamental for the efficient conduct of an inter - nal investigation to involve external investigators or consultants. In practice, those involved are, for the most part, specialist lawyers in criminal law, and in some cases also auditors who act on behalf of the company concerned. In the context of this co-operation, lawyers specialis - ing in white-collar criminal law or law firms in general have the following comparative advantages compared to auditing firms or in-house lawyers. • The attorney specialising in white-collar criminal law can control the investigation in accordance with the rule of law and avoid mistakes that could jeopardise the use of the material obtained. • The attorney-client privilege is protected under Greek law. Any kind of communication between lawyer and client is protected. For this purpose, reporting can also remain part of the client-lawyer relationship. In this sense, a report cannot be filed without the client’s consent.
company after the unlawful act. This provision suffi - ciently demonstrates that potential internal company investigations with regard to violations of rules rel - evant under criminal law can lead to a mitigation of the prescribed sanctions for the legal entity. Τhe same applies with regard to Article 134 of Law 5090/2024 concerning the liability of legal persons and entities for bribery offences, according to which any internal investigation which contributed to the clarification of the breach shall be taken into account for the calcula - tion of sanctions In addition, Article 263A of the Greek Criminal Code provides for leniency measures for persons who con - tribute to the disclosure of acts of corruption, while, according to Article 396 (2A) of the Greek Criminal Code, the punishability of the acceptance and offer of an advantage in the private sector (Article 396 paragraphs 1 and 2) of the Greek Criminal Code) is expunged if the responsible person, of their own voli - tion and before being examined in any way by the authorities, reports their act to the judicial authorities by means of a written report. Ordering an internal investigation and submitting a thorough final report to the competent judicial authorities can therefore have significant benefits for all parties involved. Finally, it should be noted that Law 4990/2022 incor - porates into the Greek legal order European Direc - tive 2019/1937 of the European Parliament and of the Council of 23 October 2019 on the protection of persons who report violations of Union law. It follows from Articles 9 and 10 of Law 4990/2022 which pro - vides that companies with more than 50 employees must maintain an internal reporting channel, ensure the confidentiality of the report and process its con - tent in order to respond to the whistle-blower within a reasonable time. Therefore, under this new regula - tory framework, there is a new scope for carrying out internal investigations when reports are substantiated and need to be investigated. From the presentation of the above provisions, it can be concluded that, despite the fact that, in Greek law, internal investigations are not explicitly regulated, they can have a substantial (positive) effect on the possible legal consequences on both the company and the members of the Board of Directors.
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