GREECE Law and Practice Contributed by: Elizabeth Eleftheriades, Theodore Rakitzis, Angeliki Chalikia and Angelos Charalampidis, Kyriakides Georgopoulos Law Firm
In contrast, corporate sellers may be more flexible on liability caps, survival periods and indemnification scope – particularly where there is a continuing rela - tionship with the business or industry familiarity. On the buy-side, PE-backed buyers tend to be more sophisticated in risk allocation, conducting detailed due diligence, negotiating robust warranty protections and often requiring completion mechanisms or earn- out structures to manage valuation risk. By contrast, corporate buyers may prioritise strategic synergies or operational control over detailed contrac - tual protections and are sometimes more willing to accept broader warranties or conditionality. 6.9 Warranty and Indemnity Protection In Greek PE transactions, sellers typically provide lim - ited warranties, focused on title, authority and (occa - sionally) tax matters, with liability caps for fundamen - tal warranties usually set at 100% of the purchase price. Business warranties, if given at all, are narrowly defined and capped at 10%–20%, though many PE sellers exclude them entirely. Management shareholders, when involved, often provide additional business warranties, knowledge qualifiers and shorter limitation periods. When the buyer is also a PE fund, these limitations are gen - erally accepted as market standard. Data room dis - closure is typically allowed against warranties, and known issues are excluded or addressed through specific indemnities. Limitation periods vary (12 to 24 months for business warranties, three to five years for fundamental warranties, and up to five years for tax or environmental matters), often with de minimis and basket thresholds applying. The emerging trend regarding representations and warranties (R&W) insur - ance also provides the necessary comfort to the seller at a reasonable cost. 6.10 Other Protections in Acquisition Documentation In Greek PE transactions, additional protections often include: • specific indemnities for known risks; • non-leakage covenants in locked-box deals;
• pre-closing undertakings; and • post-closing restrictive covenants (such as non- competes and non-solicits). Warranty and indemnity (W&I) insurance is becoming more common, particularly in mid- to upper-market deals and competitive auction processes. In Greece, W&I insurance is typically used to cover business warranties and, increasingly, tax matters, though fun - damental warranties are often still directly covered by the seller or management, depending on the deal structure. Escrow or retention mechanisms are less common where the seller is a PE fund, as funds generally resist long-term contingent liabilities. However, they may still be used, usually for tax indemnities or specific risks, and occasionally in relation to business warranties where no W&I insurance is in place. Escrow arrange - ments are more frequently applied to management sellers, whose warranties and indemnities are not covered by insurance and who are more likely to bear operational liability. 6.11 Commonly Litigated Provisions Litigation arising from PE transactions in Greece is relatively uncommon, as most disputes are either settled commercially or resolved through contractu - ally agreed dispute resolution mechanisms, such as arbitration or expert determination. When disputes do arise, they typically concern earn-out provisions, completion accounts adjustments or breach of war - ranties, particularly in cases involving undisclosed liabilities or financial under-performance of the target post-closing. Claims under tax indemnities and disputes over the scope or enforceability of data room disclosures are also occasionally litigated, especially where warran - ty coverage is limited. Litigation over consideration mechanics is less frequent but may arise in deals involving deferred or conditional payments. Greek courts are generally seen as a slower forum for resolv - ing complex contractual disputes, so PE parties often prefer to include arbitration clauses (eg, ICC, LCIA or Greek domestic arbitration) in their transaction docu - ments to ensure more efficient resolution.
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