CYPRUS Law and Practice Contributed by: Kyriacos Scordis, Anna Borovska and Constantinos Kazamias, Scordis, Papapetrou & Co LLC
Stock Exchange Law”), which is relevant to public mergers and acquisitions; • the Transparency Requirements (Securities Admit - ted on a Regulated Market) Law (190 (I)/2007), as • the Preservation and Safeguarding of Employees’ Rights in the Event of the Transfer of Undertakings, Business or Parts Thereof Law (104 (I)/2000), as amended, which protects the rights of employees on the transfer of a business; amended (the “Transparency Law”); • the Market Abuse Law (102 (I)/2016); • the Control of Concentrations between Undertak - ings Law (83 (I)/2014) regulating undertaking con - centrations and requiring clearance by the Cyprus Competition Commission (CPC); and • the Corporate Governance Code (5th Edition) January 2019 (the “Code”), issued by the Cyprus Stock Exchange (CSE) and directed towards listed companies, its purpose being primarily to promote greater transparency and sufficiently safeguard the independence of the board of directors in decision- making. 2.2 Primary Regulators The primary regulators for M&A activity are: • the Cyprus Stock Exchange (for listed entities or M&A affecting/relating to such entities); • the Cyprus Securities and Exchange Commission (CySEC), in relation to, inter alia, public takeover bids under the Takeover Bids Law, the Market Abuse Law or entities involved in the provision of financial services; and • the CPC, in relation to competition (anti-monopoly) law matters. To the extent M&A activity has an impact on creditors (eg, in the case of a merger), the courts also play an important role. In addition, the Cyprus Registrar of Companies and official receiver (RoC) is a relevant body as it keeps records of the information relating to both private and public companies and partnerships including changes in shareholdings and officers. Its function is not regu - latory as such. It examines and stores company infor - mation and changes relating to the company delivered
under the Companies Law and related legislation; and makes this information available to the public. 2.3 Restrictions on Foreign Investments Restrictions exist in certain sectors such as banking, insurance and investment, where the approval of the relevant regulatory public authority may be required. 2.4 Antitrust Regulations Applicable antitrust regulations are the Protection of Competition Law (13 (I)/2022), as amended, repealing the former Protection of Competition Laws of 2008 and 2014. The Protection of Competition Law of 2022 transposes Directive (EU) 2019/1 into Cyprus law, and thus grants additional powers to the Commission for Protection of Competition (CPC). The objective of the transposition is to empower the CPC to be a more effective enforcer and to ensure the proper functioning of the internal market. The Claim of Damages Law for Breach of Competition Law Matters (113 (I)/2017) sets rules whereupon any injured physical or natural person or public authority that has suffered damage caused by an infringement of competition law by an undertaking or concentration of undertakings can effectively seek damages against the wrongdoers. 2.5 Labour Law Regulations The Preservation and Safeguarding of Employees’ Rights in the Event of the Transfer of Undertakings, Business or Parts Thereof Law (104 (I)/2000), as amended, applies to both private and public com - panies during an acquisition. The law applies to any transfer of undertakings or businesses or parts of undertakings or businesses to another employer as a result of a legal transfer or a merger. The law sets out the seller company’s rights and obli - gations arising from a contract of employment or from an employment relationship existing on the date of a transfer which, by reason of the transfer, shall be transferred to the purchaser company. Following the transfer, the purchaser company shall continue to observe the agreed terms and conditions of any collective agreement, on the same terms as previously applicable under such an agreement, until
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