GREECE Law and Practice Contributed by: Panagiotis (Notis) Sardelas, Matina Kagkelari and Anna Zlatoudi, Sardelas Petsa Law Firm
agreements issued by credit or financial institu - tions having their registered seat or established in EU, must be a licensed servicing company. Credit servicers fall into the category of financial institutions and may act as servicers of securi - tised claims under the Securitisation Law arising from credit agreements. 2.6 Investors Investors purchase the notes issued by the SPE and receive interest and principal payments from the notes. According to the Securitisation Law, the notes issued by the SPE can be offered in any jurisdic - tion by private placement only – ie, to a limited number of persons not exceeding 150. Under the Securitisation Law, the minimum denomination of each note issued by the SPE is EUR100,000. The notes issued are usually bought by institu - tional investors, such as credit institutions, finan - cial institutions and investment firms. Although not prohibited, the distribution of the notes to retail investors is subject to specific requirements under the EU Securitisation Regu - lation, MiFID II and Regulation 1286/2014 (the “PRIIPS Regulation”). In any case, such distribu - tion is highly unlikely due to the aforementioned minimum nominal value of each note issued by the SPE. 2.7 Bond/Note Trustees Greek law does not recognise the common law concepts of trusts or trustees. As an alternative, the Company Law imposes the organisation of the noteholders into a group and the appoint - ment of a “bondholder agent” to act as the representative of the group of noteholders and exercise their rights on their behalf; according to the Company Law, such agent can only be
a credit institution (or an affiliate company of a credit institution within the meaning of Article 32 of Greek Law 4308/2014) or a licensed servicer under the former Greek Law 4354/2015 (and now Greek Law 5072/2023), or entities such as an investment firm, an alternative investment fund manager or a central securities depository. However, foreign trust arrangements are recog - nised in Greece. In this case, the role of the note trustee will be regulated by the law governing the securitisation transaction documents. A profes - sional corporate entity is usually appointed as a trustee. 2.8 Security Trustees/Agents As mentioned in 2.7 Bond/Note Trustees , Greek law does not recognise the common law con - cept of trusts, but foreign trust arrangements are recognised in Greece. In this case, the role of the security trustee will be subject to the law governing the securitisation transaction docu - ments. A security trustee’s role is to hold ben - efit of the security interests and rights on behalf of and for the account of the investors and the secured parties. A security trustee is also enti - tled to enforce the collateral transferred to the trustee in the occurrence of a default event. A professional corporate entity is usually appoint - ed as a trustee. As an alternative to the trust structure, the Secu - ritisation Law provides that, upon registration of the Greek law transfer (assignment) agreement in the public books of the pledge registry of the registered seat of the originator, a first ranking pledge on the transferred receivables and the collections relating to the receivables (which must be paid into a segregated bank account) is created directly in favour of the noteholders (and any other creditors of the issuer under the securitisation transaction documents, such as
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