GREECE Law and Practice Contributed by: Stefanos Charaktiniotis, Danai Falconaki, Stathis Orfanoudakis and Nadia Axioti, Zepos & Yannopoulos
4.2 Material Shareholding Disclosure Threshold
Merger Control Law 3959/2011 has been recently amended by virtue of Law 5255/2025, implementing significant reforms to Greek competition law. Specifically, Law 5255/2025 removes the mandatory requirement to file a merger notification within 30 days, thereby aligning Greek practice with the EU Merger Regulation, which impos - es no prescribed timeframe for notification following execution of the transaction documents. However, this change does not alter the fundamental obligation to notify transactions meeting the applicable thresholds prior to completion, nor does it eliminate the standstill requirement pending clearance from the HCC. Corporate Transformations Article 42 of the recently enacted Law 5255/2025 introduces a notable amendment affecting the pre - viously applicable tax neutrality of corporate trans - formations. According to the new provisions, a one permille fee (0.001 of total value) in favour of the HCC is imposed on capital increases and incorporations arising from corporate transformations. Significantly, the law clarifies that any tax exemptions or exceptions provided under development incentive legislation do not apply to this fee. 3.2 Significant Changes to Takeover Law Takeover bids for the purchase of shares of compa - nies listed on the Athens Exchange are regulated by Law 3461/2006 on takeover bids, as amended and in force, implementing in Greece Directive 2004/25/EC on takeover bids. Such law has not been subject to any recent significant changes, nor are any changes foreseen in the near future. 4. Stakebuilding 4.1 Principal Stakebuilding Strategies Stakebuilding in Greek public companies is permit - ted subject to the notification requirements when exceeding the material shareholding thresholds pro - vided by law (see 4.2 Material Shareholding Dis- closure Threshold ). Prospective bidders may utilise stakebuilding strategies prior to launching an offer, but need to remain conscious of potential insider dealing implications when doing so.
In accordance with Law 3556/2007 on disclosure obli - gations in the case of acquisition of significant hold - ings in listed companies, a disclosure requirement to the issuer is triggered if any person reaches, exceeds or falls below 5%, 10%, 15%, 20%, 25%, 33.33%, 50% and 66.66% of the total percentage of voting rights in a listed company. The same requirement is applicable if a person holding more than 10% of the voting rights has an increase or a decrease of such percentage equal to or more than 3% of the issuer’s total voting rights. The calculation of the relevant thresholds needs to take into account voting rights held both directly and indirectly by the respective per - son. The notification must be also submitted to the HCMC. 4.3 Hurdles to Stakebuilding The reporting thresholds are set out in 4.2 Mate- rial Shareholding Disclosure Threshold . Additional hurdles to stakebuilding may arise from restrictions imposed on the transferability of a company’s shares, as reflected in the company’s articles of association. Regulatory approvals, including merger or FDI clear - ance from the competent authorities, may also come into play in this regard. 4.4 Dealings in Derivatives Dealings in derivatives are permitted under Greek law. The main pieces of legislation in this regard are Regu - lation (EU) No 648/2012 on over-the-counter deriva - tives, central counterparties and trade repositories, and Regulation (EU) No 236/2012 on short selling and certain aspects of credit default swaps, as well as the relevant decisions and guidance issued by the HCMC from time to time. 4.5 Filing/Reporting Obligations The same reporting obligations provided in 4.2 Mate- rial Shareholding Disclosure Threshold apply to any persons that acquire or dispose of, directly or indi - rectly through a third party, financial instruments that (a) on maturity, provide the holder, under a formal agreement, either the unconditional right to acquire or the discretion as to the right to acquire shares of the company to which voting rights are attached and which are already issued or (b) are not included in
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