GREECE Law and Practice Contributed by: Stathis Orfanoudakis, Theodore Konstantakopoulos and Yolanda Antoniou-Rapti, Zepos & Yannopoulos
restructuring or in the context of M&A transac- tions. Depending on the type of business com- bination, the parties need to be mindful of and comply with any applicable law requirements, such as the provisions of Greek Law 4601/2019 on corporate transformations. 5.4 Timing and Tax Authority Ruling A typical timeframe for the completion of a spin- off would be three to four months, including a statutory 30-day “cool-off” period for the protec- tion of creditors of the company proceeding with such spin-off. There is no requirement to obtain a ruling from a tax authority. To the extent that any tax incen- tives law has been applied, the proper applica- tion thereof and compliance with any related requirements may be checked by local tax authorities as part of a future tax audit. 6. Acquisitions of Public (Exchange-Listed) Technology Companies 6.1 Stakebuilding It is possible to acquire a stake in a public com- pany in Greece prior to making an offer and there have been many instances in which buyers have utilised this option. In this regard, such acquisi- tions are sometimes viewed as advantageous in terms of preparatory work that needs to be done, familiarisation with the relevant business and other stakeholders, etc. Pursuant to Greek Law 3556/2007 (the “Greek Transparency Law”), a reporting obligation to the issuer within three trading days is triggered when any person reaches, exceeds or falls below 5%, 10%, 15%, 20%, 25%, 33.33%, 50% and 66.66% of the total percentage of voting
rights in a public company. The same obligation applies where a person holding more than 10% of the voting rights experiences an increase or a decrease of such percentage equal to or more than 3% of the issuer’s total voting rights. In both of those instances, the calculation of the relevant thresholds shall take into account voting rights held both directly and indirectly. The relevant notification is then submitted to the Hellenic Capital Market Commission (HCMC) as well. In accordance with Greek Law 3461/2006, any person intending to submit a public bid (whether voluntary or mandatory) has to notify the HCMC and the board of directors of the target company in writing in advance. In public bids, the offeror is required to publish an information memorandum (following approval thereof by the HCMC), which must – inter alia – set out the offeror’s intentions regarding the continuation of the business activ- ities of the offeree company and the offeror’s company, as well as the offeror’s strategic plans for the two companies. 6.2 Mandatory Offer Greek Law 3461/2006 provides for a mandatory offer threshold where: • a person acquires, directly or indirectly, itself or in concert with other parties acting on its behalf, shares representing voting rights in excess of a third of the total voting rights in the target company; or • a person holding more than a third but less than a half of the total voting rights in the target company acquires shares represent- ing more than 3% of the voting rights in the target company within six months. 6.3 Transaction Structures Acquisition of a public company in Greece may be generally structured in the same manner as in
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