GREECE Law and Practice Contributed by: Stefanos Charaktiniotis, Danai Falconaki, Stathis Orfanoudakis and Nadia Axioti, Zepos & Yannopoulos
tory offer thresholds set out in 6.2 Mandatory Offer Threshold are met. In such a case, the offeror must notify in writing the HCMC and the target company’s board of directors. Within the following business day, the offeror must announce the takeover bid on its website and in the daily bulletin announcements of the Athens Exchange. The boards of directors of the target company and of the offeror inform the representatives of their employ - ees or, in case there are none, the employees directly about the takeover bid without undue delay. 5.2 Market Practice on Timing Market practice on timing of disclosure rarely differs from legal requirements. In private M&A deals, the contracting parties tend to reach a mutual agreement as to the timing, form and content of any announce - ments, except in certain instances with the involve - ment of institutional investors that may want to retain a unilateral right to announce. As regards takeover bids, the disclosure requirements, including the timing thereof, are prescribed by law and need to be respect - ed by all parties involved. 5.3 Scope of Due Diligence Although the main areas of focus in a due diligence exercise remain constant in most cases, the deline - ation of the exact scope of due diligence largely depends on the business carried out by the target, the type of business combination opted for (eg, share deal vs asset deal), the timeframe for the completion of the transaction and the negotiating power of the parties. Legal and tax/financial due diligence are at the top of the list of prospective buyers, whereas technical due diligence is becoming more popular, especially in tech deals. “Full” due diligence exercises are rather rare and mostly preferred either by investors that have not previously done business in Greece or in cases of targets operating in sectors that have not been par - ticularly open to M&A activity (eg, due to regulatory constraints), thus necessitating a better understand - ing of the nuances of such sectors. Deal makers are now adopting a more pragmatic approach focusing on “red flags”, and the due diligence exercise is shaped accordingly to identify issues for which contractual
point (a), but concern shares mentioned therein and have an economic effect similar to that of the financial instruments listed therein, whether they provide a right of physical settlement or not. For the purposes of the above assessment, the follow - ing are considered as financial instruments, provided they meet the requirements set out above: securities, options, futures, swaps, forwards, contracts for differ - ence and other contracts or agreements with a similar economic effect, for which a physical or cash settle - ment or arrangement may apply. 4.6 Transparency Generally, shareholders are not required to disclose the purpose of their acquisition. However, in accord - ance with Law 3461/2006, any person intending to submit a public offer (whether voluntary or mandatory) has to notify in advance in writing the HCMC and the board of directors of the target company. The offeror is required to publish an information memorandum (following approval thereof by the HCMC), which must set out the offeror’s intentions regarding the continua - tion of the business activities of the offeree company and the offeror company and in relation to the safe - guarding of the jobs of their employees and manage - ment, including any material change in the conditions of employment, as well as in particular the offeror’s strategic plans for the two companies and the poten - tial impact on employment and the locations of the offeree company’s places of business. In transactions concerning private companies, the tar - get is typically not required to disclose the deal. Most of the times, the contracting parties have also entered into non-disclosure agreements and provided for simi - lar undertakings in the transactional documentation, so that the deal is only announced once completed and to the extent the parties wish to announce the deal. On the other hand, in the case of listed companies, a bid is made public either when an offeror decides to proceed with a (voluntary) offer or when the manda - 5. Negotiation Phase 5.1 Requirement to Disclose a Deal
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