GREECE Law and Practice Contributed by: Stefanos Charaktiniotis, Danai Falconaki, Stathis Orfanoudakis and Nadia Axioti, Zepos & Yannopoulos
7.4 Transaction Documents Neither in public nor in private M&A deals must the parties disclose or publish any transaction documents in full. Greek entities must comply with the applica - ble corporate law provisions setting out any publicity formalities as well as disclosure requirements in the case of listed corporations (substantial sharehold - ings). Considering this, entities must disclose trans - action-specific information in the case of transactions among affiliated companies qualifying as “related-par - ty transactions” or within the course of a tender offer by means of the tender offer prospectus. On the other hand, documents relating to corporate transformations as provided for under Law 4601/2019 on corporate transformations are all submitted for publication with the General Commercial Registry’s website and constitute publicly available information. As a general Greek corporate law principle, without differing in the case of a business combination, direc - tors have four main fiduciary duties towards the com - pany when managing its affairs, namely: • a duty of loyalty (to promote the company’s best interests, accomplish the company’s objectives and omit actions that could be harmful to the com - pany’s interests); • a duty of care (to abide by their obligations pro - vided in the law, the company’s articles of associa - tion and the resolutions of the general meeting of shareholders, not to pursue own interests which are contrary to the interests of the company, and to refrain from voting on issues with a potential or factual conflict of interests); • a duty of confidentiality (to keep confidential 8. Duties of Directors 8.1 Principal Directors’ Duties information and matters of the company that were made known to them in view of their capacity as directors); and • a non-compete obligation (not to engage in acts that are considered competitive to the company’s operation, unless special permission has been granted by the general meeting, and not to partici - pate as partners in general or limited partnerships
the minimum total aggregate considerations provided therein. The ATHEX regulation on disclosure require - ments of listed companies shall also apply. The disclosure thresholds of Law 3556/2007 are set out in 4.2 Material Shareholding Disclosure Thresh- old . In the context of a tender offer, there are also addition - al disclosure requirements, including the disclosure of the acquisition of the below holdings, the purchase price and relevant voting rights. These disclosure requirements are triggered if the offeror, any individual or legal entity holding at least 5% of the voting rights in the offeree company, as well as any member of the board of directors of the tar - get company or the company the securities of which are offered as consideration, acquires securities, on the stock exchange or over the counter, of the target company or the company the securities of which are offered as consideration. They are also triggered if any person acquires at least 0.5% of the voting rights in the target company or the offeror company or any other company the securities The offeror shall disclose in the tender offer prospec - tus all information required under Law 3461/2006. There is no relevant requirement for the bidder to pro - duce financial statements (pro forma or otherwise) in its disclosure documents; however, within the tender offer, the HCMC may request that the offeror includes additional data if such are deemed necessary for the adequate information of the recipients. Greek non-listed entities are obliged to draft their financial statements in accordance with the Greek Accounting Principles under Law 4308/2014 as amended by Law 5164/2024. In accordance with the applicable European regulations, Greek listed entities must draft their financial statements in compliance with the International Financial Reporting Standards. of which are offered as consideration. 7.3 Producing Financial Statements
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