GREECE Law and Practice Contributed by: Anna Manda and Venetia Lazaratou, Karatzas & Partners
HCC prior to its implementation and after the signing of the relevant binding agreement, the acquisition of controlling interest or the announcement of a public bid that confers control on a lasting basis. For the penalties imposed in the event of a failure to notify, please refer to 2.2 Failure to Notify . All penalties are made public. 3.2 Type of Agreement Required Prior to Notification The notification shall be submitted prior to the concen - tration’s implementation and after the signing of the relevant binding agreement, the acquisition of control - ling interest, or the announcement of a public bid that confers control on a lasting basis. According to the HCC’s decisional practice, the notification obligation may be deemed to arise upon the execution of any sort of binding preliminary document, which could be deemed to trigger the concentration process (eg, pre- agreement, binding memorandum of understanding). The HCC will assess ad hoc whether a preliminary agreement could trigger the notification obligation on the basis of whether it creates binding obligations on the parties to proceed with the consummation of the transaction. As such, and pursuant to the HCC Guidelines, a noti - fication may be submitted to the HCC prior to the conclusion of a binding agreement, as long as the notifying parties demonstrate to the HCC their firm intention to enter into a conclusive agreement or, in the event of a public bid, as long as the parties have publicly announced their intention to make such bid. In case of mergers, the HCC will review the notifica - tion at the pre-binding stage, as soon as the board of directors of the two entities have initiated the merger procedures, but will only issue a decision once it has received the resolutions of the general shareholders’ meetings approving the merger, since the latter are considered as binding acts for the purposes of the notification. 3.3 Filing Fees The notification form must be accompanied by the proof of payment of a filing fee of EUR1,100. Absent the proof of payment of the filing fee, the notification will be rejected on the grounds of inadmissibility. An
additional fee of EUR3,000 shall be submitted to the HCC in the event that the HCC initiates an in-depth
review (Phase II) of the concentration. 3.4 Parties Responsible for Filing
Where the concentration arises from a merger agree - ment, all parties involved are responsible for the filing. In case of an acquisition of sole control, the party acquiring control is responsible for the filing, whereas in case of an acquisition of joint control, the notifica - tion must be made by all parties acquiring control. 3.5 Information Included in a Filing The information required for a notification (long or short form) under an HCC filing is similar to what is required for the submission of the Form CO before the European Commission (EC). In general, the informa - tion typically required to complete a filing includes, inter alia, the following: • description of the transaction; • information about the participating parties and their activities; • the ownership and control structure of the partici - pating parties; • definition of the relevant product and geographical markets and any affected markets; • turnover and market share information on the affected markets; • information on the structure of supply and demand in the affected markets; and • efficiencies expected to result from the transaction. The filing shall be accompanied by the following docu - ments: • a copy of the binding agreement or of the tender document in case of a public bid; • copies of the most recent annual reports/financial statements of the undertakings concerned; • copies of all relevant market studies providing information of the structure of the affected markets (such as market shares, competition conditions, existing and potential competitors, structure of supply, etc); • a copy of the notification announcement as pub - lished in the newspaper;
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