GREECE Law and Practice Contributed by: Stefanos Charaktiniotis, Danai Falconaki, Stathis Orfanoudakis and Nadia Axioti, Zepos & Yannopoulos
protection or specific contractual arrangements will be required. 5.4 Standstills or Exclusivity Exclusivity or no-shop arrangements are very com - mon in private M&A transactions and primarily intend - ed to secure the interests of the potential buyer. The specific undertakings are either included in an ini - tial non-binding offer/letter of intent or in a separate exclusivity agreement, and may vary depending on the anticipated timeline of the transaction between three and 12 months. A breach of these obligations can result in the breaching party being held liable for damages. In public M&A transactions, exclusivity arrangements are less frequent, but still an option depending on the nature of the transaction and the contemplated struc - ture. 5.5 Definitive Agreements The offeror typically sets out the respective terms and conditions in its offer document. The offeror prepares the tender offer in accordance with the requirements of Law 3461/2006 without going into individual nego - tiations with each recipient. A definitive agreement in respect of the tender offer is essentially concluded by means of a written declaration of acceptance from the recipients and on the basis of the terms and condi - tions prescribed in the offer document. 6. Structuring 6.1 Length of Process for Acquisition/Sale The length of the process for acquiring/selling a busi - ness highly depends on the specific sector market standards and the particularities of each case (namely, whether the acquisition is structured as a share or an asset deal where timing may vary if notaries or public authorities are involved for the completion of the transaction). In cases where a split signing and completion process is in place, the interim period may often be extended to include the receipt of any regu - latory approvals or the fulfilment of conditions prec - edent, which may affect timing.
The above also applies to the acquisition of securities of Greek listed entities subject to specific regulatory requirements within the applicable deadlines. In the case of acquisition of securities through a tender offer, the acceptance period may take no less than four weeks (minimum duration) and up to eight weeks as of the publication of the tender offer prospectus. The HCMC may resolve on the extension of the accept - ance period for up to two weeks upon a relevant request of the offeror. Regarding corporate transformations (at either a national or cross-border level), the relevant framework under Law 4601/2019 on corporate transformations includes provisions in relation to cool-off periods for the protection of creditors and other stakeholders. On the other hand, Greece has enacted Law 4727/2020 on digital governance, which, in conjunc - tion with Regulation (EU) No 910/2014 on electronic identification and trust services for electronic transac - tions in the internal market (eIDAS Regulation), has enabled remote signing processes since it rules that a qualified electronic signature has the same legal effect as a handwritten signature. 6.2 Mandatory Offer Threshold Law 3461/2006 provides for the following mandatory offer thresholds: • If a person acquires in any way, directly or indi - rectly, securities of a company, and if, due to such acquisition, directly by it or indirectly by persons acting in concert with it, its holding of securities exceeds one-third of the total voting rights in that company, it is obliged to make a takeover bid within 20 days as of such acquisition (or within 30 days as of such acquisition in the event a valuation of the securities is required subject to the appli - cable provisions of Law 3461/2006) addressed to all the holders of securities in the company under acquisition for all their holdings, at a fair and equi - table purchase price. • The same rule applies to any person that holds more than one-third of the securities without crossing the threshold of one-half of the total vot - ing rights in the company under acquisition, and where such person acquires within six months, in
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