GREECE Law and Practice Contributed by: Panagiotis (Notis) Sardelas, Matina Kagkelari and Anna Zlatoudi, Sardelas Petsa Law Firm
DLT, which can be listed on a stock exchange or other relevant trading venue. DLT financial instruments may be registered on DLT market infrastructures or central securities repositories (see also 4.2 General Disclosure Laws or Regu- lations ). 1.4 Special Purpose Entity (SPE) Jurisdiction Under the Securitisation Law, the purchaser and transferee of the claims (and issuer of the notes) within a securitisation transaction is always an SPE and may be established either in Greece or abroad. Pursuant to Article 4 of the EU Securiti - sation Regulation, an SPE cannot be established in a third country that is listed as a high-risk juris - diction. In order to mitigate regulatory and accounting risks, securitisation SPEs in Greek securitisa - tions are usually orphan entities and are typically established offshore, in countries where favour - able double taxation avoidance treaties are in force, such as Ireland or Luxembourg, which ensures that payments from obligors to the SPE can be made free of withholding tax. The choice of jurisdiction is also driven by set-up and main - tenance costs and confidence in the respective legal system’s ability to ensure a ring-fencing of the transferred assets. Greece is not a preferred jurisdiction for the incorporation of SPEs, as securitisation SPEs established in Greece should have the form of a company limited by shares (société anonyme), which cannot be an orphan vehicle, while its
the most appropriate form is left to the discretion of the parties involved. The forms of credit enhancement most com - monly used in Greek securitisations are: • tranching (senior/subordinated note struc - tures), where senior notes have a priority of payment over more junior notes, which also absorb losses before senior notes; • over-collateralisation, when the receivables transferred are of a greater value than the notes issued; • cash reserves and deposits; and • limited recourse loans. A special form of credit enhancement is the pro - vision of a State guarantee to the most senior class of notes of banking securitisation transac - tions, pursuant to the HAPS Law. 2. Roles and Responsibilities of the Parties 2.1 Issuers The issuer is an insolvency-remote special-pur - pose vehicle, the scope of which is exclusively the acquisition of business receivables and the issuance of the notes to fund the securitisation transaction. The issuer must not be owned or controlled by the seller (whether through holdings of shares or control of the management), both for account - ing reasons (consolidation implications) and for legal and regulatory reasons (including under the CRR and the EU Securitisation Regulation); please see also 1.4 Special Purpose Entity (SPE) Jurisdiction .
shares are mandatorily registered. 1.5 Material Forms of Credit Enhancement
The Securitisation Law does not include specific provisions on credit enhancement. The choice of
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