GREECE Law and Practice Contributed by: Ilias G. Anagnostopoulos and Padelis V. Bratis, ANAGNOSTOPOULOS
gains or advantages for the entity. The company is lia - ble as an entity – notwithstanding the individual (crim - inal or administrative) liability of employees – when there is some type of profit, gain or advantage to the company. The severity of sanctions in such cases (in the form of administrative penalties and fines or hybrid criminal sanctions in bribery or breach-of-sanctions cases) usually depends on the type of profit or gain and on the annual turnover of the company. 3.2 Claims Against Ultimate Beneficial According to established case law of Greek civil courts (including Judgment No 2/2013 of the Supreme Court of Greece, Areios Pagos, sitting in plenary session), the corporate veil of legal entities can be lifted, pro - vided that the separate legal personality of a company (Article 70 GCivC) is essentially being abused, con - trary to the pervading principle of good faith (Articles 281, 200 and 288 GCivC). Owners Civil Law The above interpretation of the law applies (for exam - ple) in cases where a legal entity is being used as a vehicle for the facilitation of criminal or other wrongful acts, and consequently where the ultimate beneficial owners of the entity could face tort-based liability for wrongful actions. Criminal Law Regardless of whether the corporate veil of an entity would be lifted or not in civil proceedings, ultimate beneficial owners of a company could face criminal accusations, especially as instigators to an offence, in the event that the legal entity is involved in criminal activity. 3.3 Shareholders’ Claims Against Fraudulent Directors Civil Claims As a rule, claims on behalf of a société anonyme are judicially pursued by the board of directors and not by shareholders themselves (Article 77 of Law 4548/2018). If the board of directors does not proceed accordingly, a decision to bring claims against com - pany directors may be made by the general assembly of shareholders.
In addition, Article 102 of Law 4548/2018 provides that members of the board of directors are liable towards the company for damages that have been caused due to an act or omission which constitutes a breach of their duties. As a result, if fraudulent directors are, in parallel, mem - bers of the board of directors, the pertinent lawsuit may be filed as follows: • following a request from majority shareholders to the board of directors, the filing of the above lawsuit (by the board of directors on behalf of the company) is mandatory (Article 104 paragraph 4 of Law 4548/2018); • following a request from minority shareholders to the board of directors, if said request is rejected, minority shareholders may submit the same request before the competent court of first instance (Article 105 of Law 4548/2018); and • following a decision of the general assembly of the company’s shareholders. Criminal Claims Fraudulent directors who harm the company’s and shareholders’ interests commit the crime of breach of fiduciary duties (please see also 1.1 General Charac- teristics of Fraud Claims ). If caused damage exceeds EUR120,000, such offence shall be prosecuted ex officio. 4. Overseas Parties in Fraud Claims 4.1 Joining Overseas Parties to Fraud Claims Jurisdiction and Judicial Assistance Articles 1 et seq GCCivP and Articles 109 et seq GCCP determine the domestic jurisdiction of civil and criminal courts, respectively. For cases with cross-border elements, there are two sets of applicable rules: • in relation to EU member states and EU-based litigants, relevant EU Regulations apply (eg, EU Regulation 1393/2007, as amended by EU Regu - lation 1784/2020, regarding the service of docu - ments); and
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