GREECE Law and Practice Contributed by: Theodoros Skouzos and Natalia Skoulidou, Iason Skouzos TaxLaw
5. Capital Markets 5.1 Capital Markets Overview
ing on day-to-day management, which remains the responsibility of the board of directors elected by the majority. 4.3 Disclosure and Reporting Obligations Foreign investors entering or expanding in Greece face disclosure and reporting duties arising from several legal regimes that apply pre-closing, during ownership and on exit, and that involve both the investor and the Greek target. These requirements are not excessive by European standards but require co-ordination, espe - cially in regulated sectors or deals caught by the new FDI screening law. If an investment falls under Greece’s national secu - rity FDI screening regime, disclosure is front-loaded: non-EU/EEA investors (or EU investors controlled by third-country persons) must notify the authority when acquiring stakes in sensitive or highly sensitive sec - tors, with thresholds starting at 10%. After acquisition, the Greek entity must meet corpo - rate transparency obligations, chiefly through filings in the General Commercial Registry (GEMI), which records shareholder changes, constitutional amend - ments and governance updates. Acquisitions may also trigger AML beneficial ownership reporting. Investments in regulated sectors (eg, banking, insur - ance, energy, telecoms, digital infrastructure) may require additional notifications or approvals from sec - toral regulators. For listed companies, EU-based major-shareholding rules apply, requiring notification to the issuer and the HCMC when voting rights pass key thresholds (5% to two-thirds), whether by acquisition, disposal, options or derivative changes. On exit, disclosure depends on the structure: if the buyer is a third-country investor crossing relevant thresholds, a new FDI filing may be required.
Most Greek companies (mainly SMEs and microcaps) continue to rely heavily on bank financing, with banks also channelling the loan component of the nation - al recovery and resilience plan (NRRP). From 2022 to November 2024, 372 loan agreements financed investments totalling EUR13.9 billion (EUR6.1 billion RRF loans, EUR4.6 billion bank loans, EUR3.2 billion equity). In capital markets, 2024 saw increased activity aligned with stronger growth. Large-cap issuers expanded free float, while new listings were limited but included two major IPOs, including the Athens Airport IPO, which was 12× oversubscribed. Total capital raised (including secondary sales) reached EUR3.8 billion. Greek companies issued EUR2.1 billion in new bonds, dividends exceeded EUR4.2 billion (a post-2007 high), and M&A and deal activity topped EUR10 bil - lion, mainly in energy, technology, construction and banking. The market remains highly concentrated, with banks representing over 40% of the index and many listed companies being family-controlled. A revised Athens Stock Exchange Regulation came into effect on 1 January 2025 and introduced stricter free float rules to deepen the market, improve liquidity and valuation, and simplified listing procedures to attract growth companies. In late 2024, S&P Dow Jones and FTSE Russell placed the Athens Stock Exchange on their Watch List for potential upgrade from Advanced Emerging to Devel - oped Market status. 5.2 Securities Regulation Greek securities laws are fully aligned with the EU framework, through the national transposition of EU Directives and the direct application of EU Regula - tions. Supervision of capital markets, intermediaries and market participants is exercised by the HCMC. The rules are not consolidated in one code but are dispersed across several statutes, including:
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