GREECE Law and Practice Contributed by: Aris Papaspyridis, Virginia Kokios and Konstantinos Kounelis, AP Legal
7. Due Diligence/Data Privacy 7.1 Energy and Infrastructure Company Due Diligence The regime for disclosure of information in connection with a takeover offer for a listed company in Greece is principally governed by HCMC rules, including Law 3461/2006 and the general market-abuse/transpar- ency framework, Law 3556/2007. The company pro- ceeds to publicly mandated disclosure and must treat all shareholders of the same class equally. 7.2 Restrictions There are no specific legal or regulatory restrictions in Greece that limit the conduct of due diligence on energy and infrastructure companies. According to the provisions of Law 3461/2006, in both voluntary and mandatory offers, the offerer must first notify in writing the HCMC and the board of direc- tors of the company being acquired. The offer must then be publicly announced on the Athens Exchange website and on the offerer’s website, no later than the next business day following the notification, and before the commencement of trading in the securities concerned. 8.2 Prospectus Requirements The offerer must submit a draft prospectus both to the HCMC and the board of directors of the target company. The prospectus must be approved by the HCMC prior to publication, provided that its content complies with the applicable legal requirements. If the consideration consists wholly or partly of securi- ties, they must be admitted to trading on a regulated market in Greece or another EU/European Economic Area (EEA) regulated market, or the bidder must apply for such admission at the time of the offer. 8.3 Producing Financial Statements Financial statements are generally submitted by the tenth day of the ninth month after the end of the finan- cial year for private companies, and within six months 8. Disclosure 8.1 Making a Bid Public
following the end of the financial year for joint ven- tures. The law requires interim financial statements only in specific cases (eg, mergers by absorption or liquidation) and not for participation in a tender. Financial statements must be prepared and submit- ted in a single set in accordance with International Financial Reporting Standards (IFRS), as adopted by the EU. When there is a cash offer, the bidder must demon- strate its financial capacity to pay the consideration in full. If the bidder is a listed company in Greece or another EU member state, the financial statements must be prepared in accordance with the IFRS, and audited by certified auditors registered with the relevant authority. If the bidder is not listed, the financial statements can be under Greek Accounting Standards or home-coun- try Generally Accepted Accounting Principles, provid- ed they are accompanied by auditor certification and translated into Greek or English for the HCMC. The HCMC may request reconciliation with the IFRS if financial statements are not comparable. 8.4 Disclosure of Transaction Documents File copies of the transactional documents need to be disclosed to respective authorities depending on the transaction. Also, proof of financial capacity and any supporting transactional documents must be filed. The merger agreement/deed, once executed, is filed with GEMI for registration and legal effect. Tax authori- ties are also notified respectively.
9. Duties of Directors 9.1 Principal Directors’ Duties
Principal directors in Greece have several duties dur- ing a business combination, including the following. • Management of the company ‒ each member of the board of directors must manage the company’s affairs with a view to promoting the company’s interests, supervise the implementation of the
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