GREECE Law and Practice Contributed by: Theodoros Skouzos and Natalia Skoulidou, Iason Skouzos TaxLaw
Other Regimes Relevant to Foreign Investors The following regimes do not usually function as cen - tral M&A clearances, but can be material. • Real estate in border/sensitive areas – acquisitions by non-EU/EEA persons in certain border islands or frontier regions require prior approval from the Ministry of Defence/Interior, even in share deal structures where the principal asset is such real estate. • Environmental and planning – major industrial, energy or infrastructure deals may require consent/ notification where licences are personal to the holder or are expressly conditioned on regulator approval of ownership changes. 4. Corporate Governance and Disclosure/Reporting 4.1 Corporate Governance Framework Greece’s corporate governance framework for listed companies combines mandatory law with self-regu - lation, and is based on: • Law 4706/2020; • decisions of the Securities and Exchange Commis - sion; • selected provisions of Law 4548/2018; and • the Corporate Governance Code, which sets out principles and best practices. The Code is voluntary and follows a “comply or explain” model. Rather than repeating legislation, it raises governance standards by addressing areas where the law is minimal or flexible. It draws on EU and international practice and applies to companies listed on regulated markets, as well as MTF-listed companies that opt into Law 4706/2020. The Code covers major governance areas, including: • board responsibilities;
• the General Assembly; • shareholder participation; • stakeholder engagement; and
• guidance for preparing the governance statement. Regarding legal forms, the S.A. ( Société Anonyme ) is the main corporate vehicle for large businesses and the only type eligible for listing, offering separation between shareholders and the board with freely trans- ferable shares. The EPE (Greek Ltd) is considered out - dated, while the IKE is the modern option for smaller firms. Foreign investors may also establish branches, which have no separate legal personality and follow the corporate law of the parent company’s jurisdiction. 4.2 Relationship Between Companies and Minority Investors Under Law 4548/2018 on S.A. companies, even a single share grants the holder a range of core rights, including: • voting at the General Assembly; • participating by proxy; • subscribing pro rata to new shares in capital increases; • receiving information from the board when relevant to assessing the meeting’s agenda; • obtaining details on share capital and classes of shares; • receiving annual financial statements and accom - panying reports ten days before the ordinary Gen - eral Meeting; • requesting that their views be recorded in the minutes; • obtaining copies of the minutes; and • challenging a General Meeting held without proper notice, even if all shareholders are present. Beyond these basic rights, minority shareholders gain additional protections when they hold specific share - holding thresholds (eg, 5%, 10%, 20%, one third). Greater holdings provide stronger rights, designed to prevent abuse by controlling shareholders. The com - pany’s Articles of Association may further enhance minority protections by lowering these thresholds. Overall, these rights allow shareholders to exercise high-level oversight of the company without encroach -
• composition; • functioning; • directors’ duties; • sustainability; • internal controls;
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