GREECE Law and Practice Contributed by: Panagiotis (Notis) Sardelas, Matina Kagkelari and Anna Zlatoudi, Sardelas Petsa Law Firm
Legal opinions that are typically provided with respect to securitisation transactions confirm, inter alia, that the transfer of the claims under the relevant sale and transfer agreement constitutes a true and unconditional sale of the claims, and that the transaction qualifies as a securitisation transaction for the purposes of the Securitisation Law. True-sale legal opinions need to be provid - ed under the CRR for capital treatment purposes in the case of banking securitisations. 6.4 Construction of Bankruptcy-Remote Transactions A securitisation is the typical way to construct a bankruptcy-remote transaction. Greek credit institutions may also achieve a bankruptcy- remote transaction through the issuance of cov - ered bonds. Covered bonds are a particular category of bonds, subject to a special legal and regulatory framework; until 2022, the issuance of covered bonds was regulated by the Greek Banking Law 4261/2014. Law 4920/2022 (the “Covered Bond Law”) entered into force on 8 July 2022, trans - posing Directive (EU) 2019/2162 of the European Parliament and of the Council of 27 November 2019. Covered bonds issued prior to such date continue in principle to be governed by Greek Law 4261/2014. The label “European Covered Bond” may be used only for covered bonds that meet the requirements of the Covered Bond Law. Fur - thermore, the label “European Covered Bond (Premium)” may be used only for covered bonds that also meet the requirements of Article 129 of the CRR. The Covered Bond Law supersedes the general provisions of the Greek Civil Code, the Greek Code of Civil Procedure and the Greek Insol -
vency Code. The Securitisation Law and the Company Law are also applicable, to the extent that the Covered Bond Law refers to these laws. Finally, the Covered Bond Law authorises the BoG to enact secondary legislation in order to supplement the provisions of the Covered Bond Law. On the basis of such authorisation, the BoG Executive Committee Act 215/2023 was issued, which specifies and supplements the covered bond issuance and supervision framework. Only the direct issuance of covered bonds by credit institutions is permitted under the Covered Bond Law. The segregation of the cover pool is achieved through a statutory pledge over the cover pool assets. In the case of assets governed by a for - eign law (such as claims from derivative con - tracts), a security interest must be created in accordance with such foreign law. The statu - tory pledge and the foreign law security interest secure claims of the holders of covered bonds and may also secure other claims that are con - nected to the issuance of the covered bonds (in accordance with their terms). The claims constituting cover assets are identi - fied by being listed in a document signed by the issuer and the bondholder agent who is acting for the account and on behalf of the bondhold - ers, within the meaning of the Company Law. A summary of such document is registered with the pledge registry of the registered seat of the issuer. According to Article 14 of the Covered Bonds Law, upon registration of the summary of the document listing the claims included in the cover pool, the issuance of the covered bonds, the establishment of the statutory pledge and
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