GREECE Law and Practice Contributed by: Theodoros Skouzos and Natalia Skoulidou, Iason Skouzos TaxLaw
5.3 Investment Funds There are no legal requirements imposing specific regulatory reviews on foreign investors structured as investment funds. 6. Antitrust/Competition 6.1 Applicable Regulator and Process Overview Greece has a full merger control regime under Law 3959/2011 (as amended, including in 2022 and 2024/25). The competent authority is the independent Hellenic Competition Commission (HCC); in certain regulated sectors (e-communications, postal services) merger control is handled by EETT. The rules apply to “concentrations” – ie, mergers, acquisitions or joint ventures that confer lasting control, interpreted broad - ly in line with EU standards. The regime is mandatory and includes a standstill obligation prohibiting imple - mentation before clearance, unless an exceptional derogation is granted. Notification Thresholds Notification is required when: • the combined worldwide turnover is at least EUR150 million; and • at least two parties each achieve at least EUR15 million turnover in Greece. Lower thresholds apply in informative media (a com - bined turnover of at least EUR50 million; Greek turn - over of at least EUR5 million). The law also covers foreign-to-foreign deals if the thresholds and Greek nexus are met. Filing Obligations and Sanctions A filing must be made within 30 days of a trigger event (binding agreement, public bid announcement or acquisition of control). Failure to notify or gun-jumping may result in significant fines (up to 10% of turnover) and possible criminal liability for representatives. Exemptions No general exemption exists beyond the thresholds. Standstill waivers may be granted only in exceptional cases. Merger control operates independently of other
• Law 3371/2005 on listing, trading and HCMC func - tions; • Law 3461/2006 on takeover bids (EU Directive); • Law 3556/2007 on the transparency of listed issu - ers; • Law 4141/2013 on credit for securities purchases; • Law 4443/2016 implementing the EU Market Abuse Regulation and Directive; • Law 4514/2018 implementing MiFID II; • Law 4569/2018 on Central Securities Depositories (aligned with CSDR); • Law 4706/2020 on corporate governance and capital market modernisation, including SRD II and the Prospectus Regulation; and • the Athens Stock Exchange Regulation. Listing on the main market of the Athens Stock Exchange requires at least EUR1 million in own funds, EUR40 million capitalisation, a 25% free float (or 15% for large-caps under conditions), and lock-up rules for certain loss-making issuers. Greek securities law does not impose extra obliga - tions for FDI: foreign and domestic investors are treat - ed equally. However, crossing voting rights thresholds triggers major holding disclosures and may require a mandatory takeover bid. Large foreign investments may also confer residence-permit eligibility. A forthcoming capital markets draft law will: • introduce incentives for angel investors and SMEs
entering the Alternative Market; • ease transfers between markets; • allow multiple-voting shares; • expand tax incentives; • regulate omnibus accounts;
• update Real Estate Investment Company rules; • strengthen supervision by the HCMC and Bank of Greece; • improve crypto-asset investor protection (post- MiCA); and • transpose recent EU legislation, including the Daisy Chains Directive, DORA and Regulation EU 2023/1113.
270 CHAMBERS.COM
Powered by FlippingBook