GREECE Law and Practice Contributed by: Anna Manda and Venetia Lazaratou, Karatzas & Partners
• has the right to manage the company’s affairs. However, where a transaction concerns the acquisi - tion of a part of one or more undertakings, only the turnover of the transferred part is taken into account, in addition to the aggregated turnover of the acquirer’s group. In summary, in case of an acquisition of control, one takes into account the turnover of the acquiring enti - ty’s group (as explained above), and the turnover of the target and its subsidiaries that fall within the scope of the transaction. 2.8 Foreign-to-Foreign Transactions As explained in 1.2 Legislation Relating to Particular Sectors , the Greek Competition Act also applies to foreign-to-foreign transactions. As long as the for - eign entities meet the worldwide and national turn - over thresholds (ie, the combined aggregate world - wide turnover of all the undertakings concerned is at least EUR150 million and each of at least two of the undertakings concerned has generated turnover in the Greek market that exceeds EUR15 million), and no EU one-stop-shop notification is necessary, a notification to the HCC is compulsory. If no turnover is generated in Greece by one of at least two undertakings, then no filing in Greece will be required. 2.9 Market Share Jurisdictional Threshold There is no market share jurisdictional threshold under the Greek Competition Act. See also 4.1 Substantive Test for the market share thresholds in relation to the acquisition of informative media. 2.10 Joint Ventures Only full-function joint ventures fall under the ambit of the Greek Competition Act. Specifically, in order for a joint venture to be caught by the Greek merger control provisions, such joint venture must be able to per - form on a lasting basis all the functions of an autono - mous economic entity, as per the provisions of the European Commission’s Consolidated Jurisdictional Notice (Jurisdictional Notice). In cases where such a joint venture does not constitute an independent undertaking under the meaning of the Jurisdictional Notice – eg, where a joint venture takes over only a specific function within the parent companies’ activi -
ties without its own access or presence in the market, that joint venture would not be subject to the Greek merger control provisions. For calculating the turnover, the HCC applies the rel - evant paragraphs of the Jurisdictional Notice (ie, para - graphs 169-194 of the Jurisdictional Notice). 2.11 Power of Authorities to Investigate a Transaction The HCC (and the EETT where applicable) does not have the power to investigate transactions that do not meet the minimum jurisdictional thresholds. Nonetheless, in accordance with Article 6 (7) of the Greek Competition Act (as amended by Law 4886/2022 and Law 5255/2025), the Minister of Finance and the Minister of Development may jointly amend the notification thresholds, as well as impose separate/ad hoc thresholds for different sectors of the economy. See also 4.1 Substantive Test for the mar- ket share thresholds in relation to the acquisition of informative media. 2.12 Requirement for Clearance Before Implementation The Greek Competition Act (Article 9) requires the automatic suspension of a notifiable concentration, until the latter is cleared by the HCC. This inter alia means that the implementation of a notifiable trans - action should be suspended until it has been cleared by the HCC (or the relevant timeframe for the HCC to issue a decision has lapsed without the HCC having reached a decision). See also the derogations to the suspensory effect in 2.14 Exceptions to Suspensive Effect . 2.13 Penalties for the Implementation of a Transaction Before Clearance If a notifiable transaction is implemented prior to the HCC clearance decision, the HCC may impose admin - istrative fines to the undertakings having an obligation to notify. The fine will be at least EUR30,000 and up to 10% of the aggregate turnover of the undertakings concerned. In calculating the fine, the HCC will take into account the economic power of the undertakings concerned, the number of affected markets and the competitive conditions prevailing in these markets, as
279 CHAMBERS.COM
Powered by FlippingBook