GREECE Law and Practice Contributed by: Stefanos Charaktiniotis, Danai Falconaki, Stathis Orfanoudakis and Nadia Axioti, Zepos & Yannopoulos
The main question that arises from an employment law perspective in relation to a transaction structured as an asset or business transfer is whether such trans - action would fall within the ambit of the Greek TUPE legislation (Presidential Decree 178/2002). A transfer of business within the meaning of the Greek TUPE leg - islation occurs when the transferred economic entity retains its identity, meaning an “organised grouping of resources” (eg, tangible and intangible assets, licenc - es, personnel, customers) “which has the objective of pursuing an economic activity, whether that activity is central or ancillary”. The tendency of the Greek courts is to interpret the above definition in a wide manner and in favour of the employees. Indicatively, the courts base their assessment on the following: transfer of (tangible and intangible) assets, transfer of personnel, transfer of clientele, continuation by the transferee of the same or similar business activity, etc. In the event that an acquisition falls within the scope of the Greek TUPE legislation, there will be an automatic transfer of the respective employees to the new employer by operation of law. The acquirer will assume the obliga - tions of the seller towards such employees, while the seller will remain jointly liable with the acquirer for any such obligations attributed to the period up until the transfer. Under applicable law, the transferor and transferee are obliged to inform their employees in writing in good time before the transfer about the (proposed) date of the transfer, the reasons for the transfer, the legal, eco - nomic and social implications for the employees, and the envisaged measures in relation to the employees. 2.6 National Security Review In compliance with the new national FDI screening regime, foreign investments in sectors considered sensitive or particularly sensitive to the national secu - rity or public order must be notified to the compe - tent authority of the Ministry of Foreign Affairs prior to their completion and are subject to either exemp - tion from screening or further investigation. Restric - tions also apply to foreign investments involving real estate occupation or ownership in border regions and on certain islands, with regard to national security considerations. In particular, non-EU/European Free Trade Association individuals or legal entities may not proceed with any transaction in which a contrac -
tual right or a right in rem is granted in their favour, or such individuals or legal entities may not acquire shares of companies (irrespective of the companies’ legal forms) that own real estate property located in certain border regions of Greece prescribed by Article 24 of Law 1892/1990, as in force, without the prior approval from the competent decentralised adminis - tration office, which shall lift the relevant restrictions upon the interested parties’ filing of a lawful petition to that end. Another example is Legislative Decree 210/1973, which allows special approval of contracts for the transfer to foreign (natural or legal) persons or for the use/exploitation of mining rights by such persons. 3. Recent Legal Developments 3.1 Significant Court Decisions or Legal Developments Over the last three years, there have been a number of interesting legal developments surrounding Greek M&A transactions. More specifically: FDI On 23 May 2025, the Greek Parliament enacted the long-awaited Law 5202/2025 on measures for the implementation of Regulation (EU) 2019/452, estab - lishing a comprehensive national FDI screening regime to address risks to security and public order. The Law applies to investments in sensitive sectors and in particularly sensitive sectors, by third-country foreign investors including certain EU investors with third-country links. Procedural Joint Ministerial Deci - sion no. 64260/11.11.2025 supplemented the Law by establishing the notification process before the FDI - SIC. Under this framework, the FDISIC reviews noti - fied transactions and within 30 days either exempts or opens an investigation, which may result in approval, conditional approval, prohibition or reversal. A spe - cific regime of fines is expected to be regulated by a forthcoming Joint Ministerial Decision, with sanc - tions ranging from EUR5,000 to 100,000 and poten - tially reaching double the investment value for serious non‑compliance.
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