GREECE Law and Practice Contributed by: Aris Papaspyridis, Virginia Kokios and Konstantinos Kounelis, AP Legal
Also, these are not automatic, and must be notified to the HCMC if they concern shareholders with sig- nificant stakes (5% or more of the voting rights) or materially influence the outcome of the offer. 4.13 Securities Regulator’s or Stock Exchange Process The public offer prospectus must be approved by the HCMC within ten business days from the submission of a complete draft by the offerer. 4.14 Timing of the Takeover Offer The acceptance period begins with the publication of the public offer prospectus and may not be shorter than four weeks nor longer than eight weeks. The HCMC may, by decision issued upon the offerer’s request, extend the acceptance period by up to two additional weeks. 4.15 Privately Held Companies In Greece, privately held companies are most com- monly acquired through share purchase agreements (SPAs) involving the acquisition of a percentage (up to 100%) of the existing shareholder’s share capital by the new shareholder. Prior to completion, a compre- hensive due diligence process is typically conducted. This includes a legal and financial audit of the com- pany’s contracts with third parties and shareholders, its financial condition, outstanding debts or obliga- tions, and verification of whether the company has been dissolved or placed in liquidation. 5. Overview of Regulatory Requirements 5.1 Regulations Applicable to Energy and Infrastructure Companies Setting up a company in the energy and infrastructure sector in Greece follows the same general corporate procedures as establishing any other company. Nev- ertheless, the operation of an energy facility requires specific permits and is governed by sector-specific legislation, depending on the type of project. The Regulatory Authority for Energy, Waste and Water ( Rythmistikí Archí Apovlíton Enérgeias kai Ydáton , or RAAEY) is the main regulatory body supervising the
energy market in Greece. RAAEY grants, modifies and revokes licences for the exercise of energy activities in accordance with energy law provisions. RAAEY also organises tenders and administers support and sub- sidy schemes within the energy market. 5.2 Primary Securities Market Regulators The HCMC is the primary securities market regulator for M&A transactions in Greece. 5.3 Restrictions on Foreign Investments Law 5202/2025 introduced a national foreign direct investment (FDI) screening mechanism applicable only to specific companies operating in critical sec- tors such as the energy sector. Consequently, invest- ments in infrastructure, assets, goods or services that are essential in the energy sectors and fall within the scope of the law are subject to screening provisions. 5.4 National Security Review/Export Control Apart from Law 5202/2025 for FDI that sets up the aforementioned screening regime (see 5.3 Restric- tions on Foreign Investments ) and Law 3959/2011 (the “Greek Competition Act”), there are no additional specific restrictions or considerations with regard to national security review or export control. The only specific restrictions are for investors with a specific country of origin. These restrictions apply throughout the EU. There may also be indirect restrictions. By way of example, connection to a tax haven can trigger export control scrutiny. 5.5 Antitrust Regulations M&A in Greece are subject to antitrust control under the Greek Competition Act. Transactions that meet specific turnover thresholds must be notified to the Hellenic Competition Commission (HCC) prior to com- pletion. Every concentration of undertakings must be notified to the HCC within 30 days of the conclusion of the agreement or the publication of the offer or exchange or the undertaking to acquire a holding that secures control of the undertaking, where the total turnover of all the undertakings participating in the concentration pursuant amounts to at least EUR150 million and at least two of the undertakings concerned
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