GREECE Law and Practice Contributed by: Panagiotis (Notis) Sardelas, Matina Kagkelari and Anna Zlatoudi, Sardelas Petsa Law Firm
4.8 Investor Protection Investor protection under the Securitisation Law is achieved through the registration of the trans - fer and the servicing agreements with the public pledge registry and the creation of the statutory pledges, the prohibition of creation of any other security interests over the receivables and the collection accounts, and the segregation of assets and bankruptcy-remoteness. In addition, the Securitisation Law provides for the forma - tion of the noteholders’ group and the appoint - ment of a bondholder agent, which constitutes an additional protection for investors. At an EU level, the EU Securitisation Regulation includes specific requirements aimed at protect - ing investors, such as: • the pre-investment due diligence require - ments for institutional investors (Article 5); • the risk retention requirements (Article 6); • the transparency requirements for the under - lying exposures (Article 7); and • the credit-granting requirements imposed on the originators, sponsors and original lend - ers, with the aim of ensuring the quality of the securitised assets (Article 9). The ban on resecuritisations (Article 8) and the obligation to hold data in a securitisation reposi - tory (Article 17), where applicable, also serve as investor protection measures. The EU Securitisation Regulation also aims to protect retail investors by including certain restrictions with regard to the sale of securitised positions to retail clients, including a require - ment to perform a suitability test in accordance with MiFID II, which was implemented in Greece by Greek Law 4514/2018. MiFID II contains a number of requirements aiming to protect inves - tors, including product governance, information
and record-keeping. Additionally, in the case of offerings made to retail investors, a key informa - tion document (KID) may need to be prepared, in accordance with the PRIIPS Regulation. 4.9 Banks Securitising Financial Assets Securitisations of Greek credit institutions are mainly governed by the provisions of the Secu - ritisation Law, the CRR and the EU Securitisation Regulation. 4.10 SPEs or Other Entities See 1.4 Special Purpose Entity (SPE) Jurisdic- tion and 2.1 Issuers . 4.11 Activities Avoided by SPEs or Other Securitisation Entities Pursuant to the Securitisation Law, SPEs may not engage in any other activity outside the scope of securitisation. 4.12 Participation of Government- Sponsored Entities As discussed in 1.2 Structures Relating to Financial Assets , the HAPS Law introduced the HAPS programme, which has been reintroduced by Greek Law 5072/2023. The EU Commission recently approved the extension of the HAPS programme until 30 June 2025. The HAPS Law sets out the terms and conditions under which the Greek state may provide its guarantee for the senior notes issued in the context of bank securitisations. These transactions are otherwise regulated by Article 10 of the Securitisation Law. Under the HAPS Law, at least two classes of notes, in terms of payment priority (ie, senior and junior notes), should be issued, and the issuance of mezzanine notes is also possible. It should also be noted that Greek banks are not allowed to include loans that benefit from
141 CHAMBERS.COM
Powered by FlippingBook