GREECE Law and Practice Contributed by: Ioannis Charalampopoulos, Daphne Kasimati, Afroditi Kazani and Ioanna Exarchou, Machas & Partners
3.9 Recent Legal and Commercial Developments
If another law governs the bond loan, the person enti- tled to hold personal and in rem security interests in its name and on behalf of the bondholders is recog- nised by Greek law as having the powers vested in the bondholder agent. As a matter of Greek law, an addi- tional requirement which has to be met in this case is the insertion of parallel debt language in the finance documentation so that the person can validly hold the benefit of the security interests in their own name. 3.6 Loan Transfer Mechanisms The rights under a loan agreement may be contractu- ally assigned by way of sale. A Bank may also sell a loan portfolio to a credit-acquiring company. Another option is to transfer the loans as part of a securitisation transaction, which has been substantially employed primarily by Greek banks. A security interest is an ancillary right to that of the principal obligation it secures, and, as a result, it is transferred by operation of law together with the transfer of the principal claim it secures. 3.7 Debt Buyback In Greece, debt buybacks by borrowers or sponsors are generally permitted under specific conditions and are used as a tool for restructuring and reducing debt. Debt buyback is found on bond loans and would entail the cancellation of the respective bonds when the bor- rower repays the debt. This practice is common in distressed debt scenarios or when companies have financially strong sponsors who may infuse additional capital into the business. 3.8 Public Acquisition Finance In Greece, “certain funds” provisions are critical and required in public acquisition finance transactions, particularly during takeovers or mergers. Such provi- sions have not yet become a standard part of acqui- sition financing in private markets, but other mech- anisms, such as commitment letters, ensure deal certainty and protect sellers and buyers by reducing the risk of funding withdrawal. Short-form and long-form agreements are used for documentation depending on the transaction size and complexity.
Law 5193/2025 marks a significant update to Greece’s financial regulatory framework, introducing measures across digital resilience, microfinance, and sustaina- ble finance. It supplements and transposes key EU ini- tiatives while also enhancing the supervisory powers of the Bank of Greece and the Hellenic Capital Mar- ket Commission (HCMC). The main areas of reform include some of the following. • Digital Operational Resilience Act (DORA): The law supplements Regulation (EU) 2022/2554 and trans- poses Directive (EU) 2022/2556, imposing new ICT resilience and governance obligations on financial institutions and their critical third-party providers. Oversight is shared between the Bank of Greece and the HCMC, which now hold broader supervi- sory and sanctioning powers. • Microfinance institutions: The framework for microfinance has been modernised, with simplified licensing and updated procedures for liquidation and asset recovery, ensuring closer alignment with EU standards for microcredit. • European Green Bonds and Sustainability Disclo- sures: The law also designates the Bank of Greece as a competent authority for implementing EU Regulation 2023/2631, equipping it with oversight and enforcement powers to supervise compliance with the European green bond regime and sustain- ability-related disclosure obligations. The BoG has recently issued two significant regulatory acts introducing an enhanced corporate governance framework for financial institutions and prudential supervision rules for credit servicers and obligations for credit purchasers. In particular: • BoG Act 243/2/07.07.2025 introduces a compre- hensive corporate governance and internal control framework aligned with the European Banking Authority’s Guidelines on Internal Governance (EBA/GL/2021/05), replacing the long-standing Governor’s Act 2577/2006. It applies to credit institutions established in Greece, Greek branches of non-EEA banks and other financial institutions (e-money institutions, microfinance providers, leas- ing, factoring and credit providers). The Act:
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