GREECE Law and Practice Contributed by: Stathis Orfanoudakis, Theodore Konstantakopoulos and Yolanda Antoniou-Rapti, Zepos & Yannopoulos
criteria, in the event an acquisition falls within the scope of the Greek TUPE legislation, there will be a transfer of the respective employees to the new employer by operation of law. The acquirer will assume the obligations of the seller towards such employees, while the seller will remain jointly liable with the acquirer for any obligations attributed to the period up until the transfer. A prior consultation with the affected employees and/or their representatives takes place in due time prior to the transfer, in order to inform them of such transfer and minimise – to the extent possible – any risk of employees challenging the transfer to the new employer. 7.7 Currency Control/Central Bank Approval Except for AML rules, there is no currency con- trol regulation or requirement for central bank approval regarding M&A transactions. 8. Recent Legal Developments 8.1 Significant Court Decisions or Legal Developments During the past three years, there has been a number of interesting legal developments sur- rounding M&A transactions in Greece in general and technology M&A as well. More specifical- ly, these pertain to corporate transformations, merger control and family offices. Merger Control The Greek Competition Act has been recently amended and significant changes were intro- duced to the competition law framework in Greece, including amendments to the merger control rules, particularly the following.
• The HCC has been empowered to impose remedies in “Phase I” clearance decisions, whereas previously it was only empowered to impose remedies in the context of “Phase II” clearance decisions, which often led to pro- longed transaction timelines as notified deals were “pushed” towards a “Phase II’” scrutiny because an unconditional clearance under “Phase I” would be deemed inappropriate. • The Minister of Finance and the Minister for Development and Investments may now – by joint decision published after a public consul- tation – amend the turnover-related thresh- olds mentioned in 7.5 Antitrust Regulations , as well as impose ad hoc thresholds for dif- ferent economic sectors. Such decision must be based on statistics collected by the HCC, following mapping of the relevant markets as well as the competitive conditions therein for the past three years. The above-mentioned developments have been welcomed as a step in the right direction. How- ever, in turn, this could mean higher scrutiny of transactions meeting the jurisdictional thresh- olds and lead to extended timelines – especially considering that the local regulator has been very active recently. Cross-Border Transformations Recently passed Greek Law 5055/2023 trans- posed Directive (EU) 2019/2121 on cross-border conversions, mergers and demergers of capital companies into domestic legislation, aiming to compile the regime of cross-border corporate transformations into a single framework through the completion of the existing legislative frame- work (which, until now, only concerned cross- border mergers) with the addition of provisions concerning cross-border demergers and con- versions of capital companies. Moreover, the provisions of the new law on cross-border con-
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