GREECE Law and Practice Contributed by: Elizabeth Eleftheriades, Theodore Rakitzis, Angeliki Chalikia and Angelos Charalampidis, Kyriakides Georgopoulos Law Firm
tioned, additional rights may also arise contractually through shareholders’ agreements, though these are not standard and may trigger scrutiny regarding equal treatment of shareholders. In terms of debt push-down – the ability to move acquisition debt into the target group structure – there is no automatic mechanism under Greek law. Typically, a push-down requires the bidder to achieve at least 66% or more of the voting rights to pass a shareholder resolution for mergers or capital increases under Greek Company Law 4548/2018. Alternative mechanisms include post-offer mergers between the target and the acquisition vehicle (BidCo), provided that sufficient control exists and minority protections are respected. A bidder (alone or with persons acting concert) that acquires at least 90% of the total voting rights through a public tender offer (ie, not through post-offer market acquisitions) is entitled to initiate a squeeze-out pro - cess within three months of the offer’s settlement. The bidder submits a written application to the target and the HCMC declaring that it will exercise its squeeze- out right. The remaining minority shareholders must be offered “fair and equitable” cash consideration, typically at the same price offered in the tender offer. The bidder must publicly announce the exercise of the squeeze-out right and receive the HCMC’s approval to proceed with the transfers. Conversely, minority shareholders also have a sell-out right if the bidder reaches the 90% threshold, allowing them to compel the bidder to purchase their shares. These mecha - nisms are critical for PE sponsors seeking full control In Greece, it is not uncommon for a bidder – particu - larly in a friendly or recommended tender offer – to seek irrevocable undertakings from principal share - holders of the target company to tender its shares or vote in favour of certain corporate actions, such as delisting or post-offer restructuring. These undertak - ings are more often used in voluntary offers than in mandatory ones, and typically form part of the pre- announcement negotiations, especially when the bid - der needs assurance of reaching a minimum accept - ance threshold or establishing control. and delisting of the target post-offer. 7.7 Irrevocable Commitments
Careful structuring and legal drafting is important in order to mitigate any risk of contracting parties being perceived as persons acting in concert with the bidder and eventually being obliged to launch a tender offer. Such undertakings are usually entered into before the tender offer is formally launched – sometimes even prior to or simultaneously with the bidder’s formal notification to the regulator about the tender offer – but are disclosed in the information memorandum in order to ensure transparency and equal treatment. The nature of these commitments can vary: while some are fully irrevocable, it is common for them to include a fiduciary out or “superior offer” clause, allowing the shareholder to withdraw its commitment if a com - peting offer is made at a materially higher price or otherwise more favourable terms. However, any such carve-outs must be clearly defined and structured to comply with takeover rules, ensuring that they do not distort market fairness or impede competing bids. 8. Management Incentives 8.1 Equity Incentivisation and Ownership Equity incentivisation of the management team is a common feature of PE transactions in Greece, par - ticularly in cases where management continuity and alignment of interests are key to value creation. Incen - tives are typically structured through direct equity par - ticipation or share option plans, depending on the size of the business and regulatory considerations. The level of equity ownership allocated to management varies, but in most Greek transactions is usually up to 10% of the fully diluted capital, with higher per - centages occasionally seen in early-stage companies or where founders transition into management roles post-acquisition. Vesting conditions, leaver provisions and governance rights are standard features of these arrangements, and are usually documented through shareholders’ agreements or specific stock option plans. 8.2 Management Participation In Greece, equity participation by management is a common feature in PE transactions, particularly in management buyouts or founder rollovers. While the specific term “sweet equity” is not used in Greek
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