GREECE Law and Practice Contributed by: Elizabeth Eleftheriades, Theodore Rakitzis, Angeliki Chalikia and Angelos Charalampidis, Kyriakides Georgopoulos Law Firm
4. Due Diligence 4.1 General Information
For PE sponsors or fund managers operating in or targeting Greece, the HCMC’s involvement is essen - tial for ensuring regulatory compliance throughout the fund life cycle. As of May 2025, Law 5202/2025 introduced a formal FDI screening regime in “sensitive” and “highly sensi - tive” sectors such as defence, energy, information and communication technology, digital infrastructure and port infrastructure – mandating pre-closing notifica - tions and suspensory review before acquiring stakes above 10% and 25% respectively, depending on the specific sector, as well as further review thereafter if the participation in the target undertaking increases to specific percentage thresholds. The regime applies equally to funds – whether ultimate sponsors are EU or non EU domiciled – and includes a call through provision based on foreign ownership, not distinguishing between sovereign wealth or co- investor involvement. Concurrently, criminal reforms under Law 5090/2024 have extended corporate liability for bribery and intro - duced anti-money laundering (AML) enhancements under Law 4557/2018, pushing portfolio companies to strengthen compliance frameworks. On the ESG front, Greece has implemented the EU Corporate Sustainability Reporting Directive (Law 5164/2024), imposing non financial reporting, board-level ESG oversight and third party assurance for large and listed companies. Last but not least, capital markets regulation has been modernised to a great extent, with the HCMC as the primary regulator supervising PE transactions with respect to listed companies. Together, these developments require PE investors to undertake merger filings, FDI impact analyses, enhanced anti-corruption and sanctions due dili - gence, and ESG compliance – shaping fund structur - ing, deal execution timelines and investment monitor - ing practices.
In Greece, PE transactions typically involve full-scope legal due diligence, particularly for mid-cap and upper mid-cap deals, while lower-value or minority invest - ments may rely on red-flag or limited-scope reviews. Due diligence is usually conducted by external legal counsel, and covers corporate, regulatory, tax, employment, IP/IT, litigation, real estate and environ - mental matters. The process is commonly supported by data rooms (virtual or physical), with findings sum - marised in a due diligence report. In the context of PE, particular attention is given to title to shares, historical compliance with corporate formalities, change-of-control or anti-assignment pro - visions in material contracts, licensing and regulatory status, and any undisclosed liabilities (including pend - ing litigation or tax exposures). Increasingly, there is also focus on ESG-related disclosures, General Data Protection Regulation (GDPR) compliance, and the validity of employment terms in recent Greek labour reforms. In transactions involving foreign or strategic buyers, anti-bribery, sanctions and foreign ownership restrictions are also carefully examined, especially fol - lowing the adoption of Greece’s new FDI screening framework in 2025. Overall, legal due diligence in the Greek market is thorough and is closely aligned with international PE standards, though its scope and depth are typically adjusted based on deal size, sector sensitivity and buyer profile. 4.2 Vendor Due Diligence Vendor due diligence is increasingly used in PE exits in Greece, especially in structured auction processes and transactions involving multiple bidders. Sell-side legal advisers typically prepare either a comprehen - sive vendor due diligence report or a more stream - lined legal fact-book, depending on the complexity of the target and the intended transaction timeline. These reports usually cover core legal areas such as corporate governance, material contracts, real estate, regulatory compliance, employment, litigation, tax and data protection.
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