GREECE Trends and Developments Contributed by: Elizabeth Eleftheriades, Victoria Mertikopoulou, Argyro Pertsinidou and Angelos Charalampidis, Kyriakides Georgopoulos Law Firm
Strong Momentum in Private Equity Transactions Throughout 2025, private equity (PE) firms have been highly active in the Greek market, continuing a trend of growing involvement in mergers and acquisitions (M&A). There has been notable interest in sectors such as technology, financial services, healthcare, education and real estate. These industries have proven resilient, and their regulatory environments are becoming increasingly friendly to PE involvement. One key development in deal structuring is the broad - er adoption of locked-box pricing mechanisms. This approach sets the purchase price based on a histori - cal balance sheet date, reducing post-closing adjust - ments and negotiations. Such structures are attractive to sellers due to their simplicity and predictability, and PE buyers appreciate the transparency and ease of financing. Additionally, warranty and indemnity (W&I) insurance is starting to become a standard feature in mid- to large- cap deals. By shifting post-transaction risk to insurers, this tool helps protect relationships between buyers and sellers and accelerates the closing process. In 2025, insurers in Greece have reported increased demand for W&I policies, and underwriting standards have become more refined, reflecting growing matu - rity in the Greek PE market. Key Legal Changes to Capital Markets – Law 5193/2025 The enactment of Law 5193/2025 in April marked a pivotal moment in Greece’s capital markets reform. The law is part of a broader government initiative to attract foreign investment, improve access to funding for Greek enterprises, and align the Greek legal frame - work more closely with EU best practices. A central feature of the law is the increase in the maxi - mum offering threshold that companies can raise with - out publishing a full prospectus, from EUR5 million to EUR8 million. This change reduces compliance costs for start-ups and scale-ups and allows them to pursue alternative fundraising methods more efficiently. Law 5193/2025 also permits multiple voting rights (MVRs) in public companies under specific conditions. This innovation is especially important for founders
and early investors who wish to retain influence after taking their companies public. The availability of MVRs is expected to attract high growth businesses and investors who value long-term control and vision over short-term profits. For real estate investment companies (REICs), the law raises the minimum capital requirement and adds per - mitted asset types, including data centres and renew - able energy installations, aligning with EU real estate investment modernisation efforts. REICs can now invest in high growth areas such as tourism proper - ties, data centres and renewable energy infrastructure. These changes support the modernisation of Greek REICs and create new opportunities for PE funds to invest through these regulated vehicles. Moreover, the law simplifies bondholder procedures, enhances tax treatment for listed firms, and modern - ises the framework governing mutual funds and alter - native investment vehicles. Together, these changes make Greece a more attractive jurisdiction for struc - turing and exiting PE investments through the capital markets New Rules for Foreign Investment – Law 5202/2025 Law 5202/2025, which came into force in May 2025, introduces Greece’s first formal system for screening foreign direct investment (FDI). This is a significant legal development with far-reaching implications for PE firms that plan to invest in Greek companies. The purpose of the new FDI law is to protect national security and public order by requiring certain foreign investments to be reviewed and approved by Greek authorities before they can be completed. The law primarily targets investments in sectors considered “sensitive” or “particularly sensitive”, such as energy, information and communications technology, digital infrastructure, defence, artificial intelligence, cyberse - curity and port infrastructure. The following PE firms must now seek regulatory clearance before acquiring stakes above 10% or 25% (depending on the sector) as well as further clearance thereafter if the participation in the target undertaking increases to specific percentage thresholds:
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