GREECE Law and Practice Contributed by: Anna Manda and Venetia Lazaratou, Karatzas & Partners
Finally, the executives of the undertakings concerned are subject to criminal sanctions, the fines of which range between EUR15,000 and EUR150,000. As regards fines and penalties that have been imposed recently for failure to notify or gun-jumping, see 2.13 Penalties for the Implementation of a Transaction Before Clearance . 2.3 Types of Transactions All transactions meeting the turnover thresholds described in 2.5 Jurisdictional Thresholds , are caught by the Greek Competition Act, as long as there is an acquisition of control on a lasting basis. An acquisition of control is deemed to arise in any merger between two or more previously independent undertakings or parts thereof, in an acquisition of direct or indirect control over the whole or part of one or more under - takings, by one or more persons already controlling at least one undertaking (or by one or more undertak - ings), and in a creation of a joint venture performing on a lasting basis all the functions of an autonomous economic entity. Therefore, internal restructurings and reorganisations do not qualify as concentrations under the Greek merger control regime. Operations not involving the transfer of shares or assets may qualify as concen - trations, as long as the nature of control changes and there is an acquisition of control as a result of the operation (eg, through veto rights): see also 2.4 Defini - tion of “Control” . 2.4 Definition of “Control” The definition of “control” under the Greek Competi - tion Act is identical to the one under the European Union Merger Regulation (EUMR). Control derives from rights, contracts or other means which, either separate or in combination, and having regard to the considerations of fact or law involved, confer the possibility of exercising decisive influence on an undertaking, in particular by: • rights of ownership or rights to use all or part of the assets of an undertaking; or
• rights or contracts that confer the possibility of exercising decisive influence on the composition, voting or decisions of the bodies of an undertaking. In light of the above, control is acquired by the person(s) or undertakings that (i) are holders of the rights or entitled to rights under the contracts con - cerned; or (ii) while not being holders of such rights or entitled to rights under such contracts, have the power to exercise the rights deriving therefrom. Control may be acquired in the form of (i) sole or (ii) joint control and in both cases, control may be acquired on a de jure or a de facto basis. Sole Control Sole control is acquired when a person or an under - taking is capable of exercising decisive influence on another undertaking. This is normally accomplished by the acquisition of the majority of the voting rights or when a minority shareholder is vested with “special” rights allowing it to define the business strategy of the acquiring entity by eg, blocking decisions of strategic commercial matters. Joint Control Joint control exists where two or more undertakings have the possibility to exercise, directly or indirectly, decisive influence over another undertaking. This is the case, for example, where two undertakings have equal voting rights. Furthermore, the acquisition of a minority shareholding may also confer joint control, where it allows the minority shareholder to block stra - tegically important decisions through eg, veto rights. Joint control may also be the result of an agreement between minority shareholders to exercise their voting rights in the same way or where there is a commonal - ity of interests between minority shareholders to the effect that they would not act against each other in exercising their rights in relation to the undertaking concerned. 2.5 Jurisdictional Thresholds Pursuant to Article 6 (1) of the Greek Competition Act, a concentration shall be notified to the HCC, provided that the following turnover thresholds are satisfied, and the concentration does not have an EU dimen - sion. In particular, the turnover threshold is met when:
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