GREECE Law and Practice Contributed by: Elizabeth Eleftheriades, Theodore Rakitzis, Angeliki Chalikia and Angelos Charalampidis, Kyriakides Georgopoulos Law Firm
a margin). Charging reverse interest on leakage (ie, unauthorised value transfers from the target to the seller or related parties during the locked-box period), while not unknown, is not a well-established practice. While identified leakage is usually reimbursed on a euro-for-euro basis, it is less common for contractual interest at a punitive or compensatory rate to apply. These mechanisms are generally accepted in Greek deals, particularly where international sponsors or advisers are involved, and are typically reflected in the SPA through detailed definitions, permitted leakage schedules and interest calculation provisions. While the specific rates and scope are negotiated deal-by- deal, both forms of interest – on equity price and on leakage – are consistent with standard locked-box practice in other European jurisdictions and have been increasingly adopted in Greece over the past several years. 6.3 Dispute Resolution for Consideration Structures In PE transactions in Greece, it is typical to include a dedicated dispute resolution mechanism for resolv - ing disagreements related to consideration struc - tures, particularly in transactions that use completion accounts. In such cases, the parties often appoint an independent expert accountant or auditor to act as a neutral third party to resolve post-closing dis - putes over financial metrics, such as net debt, working capital or other price adjustment items. The expert’s decision is usually designated as final and binding, except in the case of manifest error. This approach is intended to avoid litigation and to ensure that disputes are resolved efficiently by professionals with relevant expertise. By contrast, in locked-box structures, disputes are less common since the price is fixed based on histori - cal accounts, and adjustments are limited to clearly defined leakage claims. For such claims, resolution typically follows standard contractual dispute mecha - nisms (negotiation, arbitration or court), and it is less common to appoint an expert unless the dispute is technical or around accounting/financial matters. The choice of dispute mechanism is also influenced by the identity of the parties – international sponsors often
prefer arbitration (eg, under ICC or LCIA rules), while Greek counterparties may be more comfortable with local courts or Greek-law arbitration. It is rare, howev - er, for international investors to accept being subject to local law jurisdiction, usually insisting instead on ICC or other international arbitration dispute resolu - tion alternatives. 6.4 Conditionality in Acquisition Documentation In Greece, PE transactions are typically structured with some level of conditionality, in line with inter - national market practice. The most common con - ditions are mandatory and suspensory regulatory approvals, such as merger control clearance by the HCC and, where applicable, FDI screening under Law 5202/2025. Beyond these, conditions related to financing availability are rare, as sellers – particularly in competitive or sponsor-led processes – expect buyers to have financing in place at signing. Mate - rial adverse change (MAC) or material adverse effect (MAE) clauses are occasionally negotiated as condi - tions precedent, especially when there is significant headroom between signing and closing, though they are generally narrow in scope and rarely invoked in practice. 6.5 “Hell or High Water” Undertakings In Greek PE transactions, it is not common market practice for buyers – particularly PE-backed buyers – to give an unconditional “hell or high water” under - taking in relation to regulatory approvals. Buyers gen - erally seek to retain discretion over how to address regulatory concerns, especially where clearance may require structural remedies, divestments or behaviour - al commitments. That said, in highly competitive auc - tion processes or where the regulatory risk is viewed as limited (eg, straightforward merger control filings), sellers may negotiate enhanced efforts clauses, such as “best efforts” or “all reasonable efforts”, which fall short of a full “hell or high water” obligation. In Greek transactions, a distinction is typically drawn between merger control clearance (which is more pre - dictable and better understood under the jurisdiction of the HCC) and foreign investment screening under Law 5202/2025 (which was introduced in May 2025 and is yet untested, as the regulatory acts detailing the
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