GREECE Law and Practice Contributed by: Stathis Orfanoudakis, Theodore Konstantakopoulos and Yolanda Antoniou-Rapti, Zepos & Yannopoulos
3.2 Choice of Listing In general, Greek companies opting for a list- ing usually choose the Athens Stock Exchange, rather than a foreign exchange. A combination of both options is also feasible, but is inevitably more complex to attain. Listing of start-ups has not been a common theme in the Greek market up until now. Never- theless, the country’s increasing financial stabil- ity together with recent innovation programmes put in place by the Athens Stock Exchange could potentially lead to more listings in the foresee- able future, particularly on EN.A ( enallaktiki ago- ra ) – an alternative market of the Athens Stock Exchange, aimed at SMEs and early-stage busi- ness development companies. 3.3 Impact of the Choice of Listing on Future M&A Transactions Listing of a company on a foreign exchange should not be expected to have an impact on the feasibility of a future sale, other than having to comply with any specific regulations of that stock exchange and navigating any complexities arising from coping with multiple jurisdictions. 4. Sale as a Liquidity Event (Sale of a Privately Held Venture Capital- Financed Company) 4.1 Liquidity Event: Sale Process In the case of a liquidity event in the form of a sale of the company, the sale process can be conducted either through bilateral negotia- tions with an identified buyer or as an auction. In Greece, bilateral processes are typically the norm but, depending on the type of entity to be sold and the interest that key stakeholders may wish to attract, there have also been several auc- tions – particularly as regards business sectors/
segments that have been put up for sale, as ven- dors are increasingly keen to consolidate busi- ness activities. However, auctions are not suit- able for all companies, as they involve extended timelines (compared to a bilateral negotiation) and additional costs. 4.2 Liquidity Event: Transaction Structure A sale of a privately held Greek technology com- pany with multiple venture capital investors is usually structured as a sale of the entire share capital of such company. Less frequently, there have been “staggered” deal structures, where- by a majority stake is sold at first followed by a combination of call/put options for the remainder of the shares (owned by founders and/or venture capitals). These structures are often linked with earn-outs for the founders, as a way of incen- tivising them as long as they keep running the company. Venture capital investors opt to safeguard their exit rights in case of liquidity events by means of co-sale rights. These include tag-along rights or – depending on the investors’ negotiating power and the amounts invested in the company – even drag-along rights (which, in cases of multiple venture capital funds, are usually triggered by the decision of an investor majority). 4.3 Liquidity Event: Form of Consideration The majority of transactions in Greece in the form of a sale of the entire company are performed on the basis of cash consideration, whereas stock-for-stock transactions are very scarce. Deals involving tech companies usually include a combination of cash and stock considera- tion, either upfront or as part of a Management Incentive Plan (MIP), depending on the particu- larities of each deal and the strategic plans for the acquired entity (eg, whether it will continue
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