GREECE Law and Practice Contributed by: Stefanos Charaktiniotis, Danai Falconaki, Stathis Orfanoudakis and Nadia Axioti, Zepos & Yannopoulos
2.4 Antitrust Regulations Greek antitrust legislation reflects EU competition law principles, namely Articles 101 and 102 of the Treaty on the Functioning of the European Union and the respective European merger control rules. Law 3959/2011, as amended by Law 5255/2025, prohibits certain business agreements whose object or effect is the restriction of free competition as well as the abuse of a dominant position. The HCC is entrusted with monitoring adherence to the national framework. Notification obligations are triggered in the event of contemplated concentrations (ie, changes of control on a lasting basis, such as mergers, acquisitions of control, etc). In particular, in order to qualify for notifi - cation to the HCC, a concentration must cumulatively: • meet the turnover thresholds specified in Article 6 (1) of Law 3959/2011; ie, the total turnover of the parties to the concentration in the worldwide market must exceed EUR150 million, and at least two of the undertakings concerned must have a turnover exceeding EUR15 million each in the national market; and • not be otherwise subject to merger control by the European Commission; ie, it must not meet the European dimension requirement under Council Regulation (EC) 139/2004. Concentrations meeting the above criteria must be notified to the HCC following the relevant “triggering event”, such as the conclusion of the agreement giv - ing rise to the concentration but prior to completion of the transaction. 2.5 Labour Law Regulations The main labour law considerations relating to Greek M&A transactions usually arise in business transfers and the protection of employees’ rights in the context of such transactions. Given that in share deals the identity of the employer remains the same, the most common occasions on which such issues are iden - tified are in transactions structured as asset deals, business transfers or corporate transformations contemplating a specific business unit (eg, spin-off, demerger).
In addition, depending on the type of M&A transac - tion, the following regulatory bodies may need to be involved in the process: • the Bank of Greece, as regards financial and credit institutions (or the European Central Bank as regards the Greek systemic banks) and insurance companies; • the Greek Ministry of Development, if a corporate transformation involves an entity of public interest, or an entity in receipt of an operation licence from the Hellenic Capital Market Commission (HCMC), or otherwise when specifically provided for in the law; • the HCMC, as regards listed entities, investment firms and any other entities supervised by it; • the Regulatory Authority for Energy, Waste and Water; and • the Hellenic Gaming Commission. 2.3 Restrictions on Foreign Investments In alignment with the Regulation (EU) 2019/452 establishing a framework for the screening of for - eign direct investments (FDI) into the Union on the grounds of security or public order, recently enacted Law 5202/2025 established the long-awaited national FDI screening regime in Greece. The Law introduces a national screening mechanism targeting investments in sensitive sectors (eg, energy, transport, health, ICT/ digital infrastructure) at more than 25% stakes and in particularly sensitive sectors (eg, defence, cybersecu - rity, AI, ports, critical underwater and border-area tour - ism infrastructure) at more than 10% stakes. Notably, foreign investments in Greece fall under the screening criteria if made (a) by a third-country foreign investor, or (b) by an EU member state foreign investor that is controlled by a natural person or a third-country undertaking, or directly or indirectly controlled by a third-country government, where the target undertak - ing is economically active in sensitive sectors; or (c) by an EU member state foreign investor in whom a third-country person, undertaking or government par - ticipates with at least 10%, where the target under - taking is economically active in one of the particularly sensitive sectors. Greece also limits foreign ownership of real estate located in certain regions designated as border areas.
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