GREECE Law and Practice Contributed by: Theodoros Skouzos and Natalia Skoulidou, Iason Skouzos TaxLaw
• order unwinding/divestiture of a completed trans - action undertaken without approval or in violation of conditions; or • impose administrative fines, which may be signifi - cant depending on the size of the transaction and
(c) reputational consequences with Greek and EU authorities, which may affect future transaction reviews. Post-Closing Challenges Even after clearance, the authority may: • reopen the review if the decision was based on false or incomplete information; or • enforce commitments if breached, including imposing additional conditions or revoking approv - al. Depending on the target’s business, sectoral approv - als may also be required in parallel with merger control and FDI. Typical examples include the following. Financial Services/Banking/Insurance/Investment Firms Acquisitions of qualifying holdings in Greek credit institutions, insurers, investment firms, AIFMs and UCITS ManCos require prior approval or non-objec - tion from the Bank of Greece and/or the HCMC, and sometimes also from the European Central Bank for significant banks. Fit-and-proper assessments, source of funds and ownership structure analysis are standard. Energy and Utilities The Regulatory Authority for Waste, Energy & Water (RAAEW) (successor to RAE) supervises licensing in electricity, gas and renewable energy systems, and sometimes requires notification/approval of changes in control of licence holders and concessionaires. Telecoms and Post EETT is the sector regulator and, in electronic commu - nications/post, also the competent merger authority under Law 3959/2011. It can therefore be a parallel or sole merger control forum, depending on the markets involved. 8. Other Review/Approvals 8.1 Other Regimes
the gravity of the breach. Ultimate Decision-Maker
Although the screening authority conducts the review, the Minister of National Economy & Finance issues the final decision, following inter-ministerial consultation (Defence, Foreign Affairs, Digital Governance, etc). Decisions are also co-ordinated with the European Commission in certain cases. Appeal Rights Investors may challenge decisions before the Admin - istrative Courts – typically, the Athens Administrative Court of Appeal and ultimately the Council of State. Appeals do not automatically suspend prohibitions or conditions, unless the court grants injunctive relief. Judicial review focuses on legality, proportionality and procedural fairness, rather than reassessing national security merits. Consequences of Closing Without Approval Closing a notifiable investment without clearance is a serious breach, with the following potential conse - quences. • Legal consequences: (a) the transaction may be declared void or inef - fective until approval; or (b) the authority may order a full or partial unwind, including divestiture or restoration of the prior ownership structure. • Financial penalties: (a) significant administrative fines may be imposed on both the investor and, in some cases, the target entity; and (b) fines escalate for intentional non-compliance or repeated violations. • Additional measures: (a) the suspension of voting or economic rights acquired unlawfully; (b) possible criminal exposure in rare cases involv - ing fraud or national security breaches; and
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