GREECE Law and Practice Contributed by: Stefanos Charaktiniotis, Danai Falconaki, Stathis Orfanoudakis and Nadia Axioti, Zepos & Yannopoulos
11. Activism 11.1 Shareholder Activism
ways to resolve a dispute, such as arbitration. In the case of medium-sized or large M&A deals with a multi- jurisdictional background, the parties mostly agree on arbitration as a more neutral means of jurisdiction, since it allows the parties involved to receive a swift decision on a dispute away from the public spotlight, compared to litigation proceedings that sometimes drag on for years and are open to public scrutiny. 10.2 Stage of Deal In private M&A transactions, disputes between the acquirer and the target company often relate to ter - mination clauses, a breach of warranties or the due date of variable purchase price payments. 10.3 “Broken-Deal” Disputes “Broken-deal” disputes regularly involve the applica - tion of material adverse change clauses. In general, there has not been publicity around disputes due to “broken-deal” issues affected by the COVID-19 pandemic. It may be the case that there are ongo - ing disputes concerning “walk-aways”, but the overall impression is that there are not many of those in the Greek market.
Instances of shareholder activism in Greece have been rather rare over the years. The cap tables of Greek companies frequently include shareholders with significant majority stakes who act as the key decision-makers in the companies’ life cycles. Many Greek enterprises also operate under a family owner - ship regime, which leaves little room for shareholder activism, except when seeking to protect certain stat - utory minority shareholder rights or as a reaction to management decisions in the context of companies in financial distress. 11.2 Aims of Activists Activists generally seek to protect their own interests in companies, rather than actively seeking to influ - ence corporate strategies, including in respect of M&A transactions. 11.3 Interference With Completion There have been instances of activists seeking to interfere with the completion of transactions, espe - cially through the exercise of their statutory minority shareholder rights such as putting additional items on the agenda of the general meeting. In most cases, though, such efforts have resulted in delaying the completion of announced transactions, rather than blocking them. It should be noted, though, that there is now a trend for more public-to-private transactions in the Greek market, which could potentially lead to an increase in shareholder activism.
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