GREECE Law and Practice Contributed by: Stathis Orfanoudakis, Theodore Konstantakopoulos and Yolanda Antoniou-Rapti, Zepos & Yannopoulos
version constitute an explicit legal regime for the transfer of the seat of a company to another EU member state, unlike the non-regulated process previously followed – thereby fostering the fun- damental principle of freedom of establishment. Incentives for Investments in Start-Ups Newly introduced Greek Law 5162/2024 includes significant tax incentives for invest- ments by angel investors in Greek start-ups and Greek venture capital funds, while also aiming to address the need for more clarity on the tax treatment of Greek venture capital funds in the form of a closed-end venture capital mutual fund ( amoivaio kefalaio epicheirimatikon symmeto- chon kleistou typou , or AKES) (as regulated by Article 7 of Greek Law 2992/2022) and their unit- holders. The new law also introduces a “new res- idence by investment” permit for third-country nationals who contribute at least EUR250,000 to the capital of a start-up registered with the National Start-up Registry (NSR) Elevate Greece (through acquisition of shares or subscription for bonds) and also meet certain additional criteria to qualify for and maintain such residence per- mit. 9. Due Diligence/Data Privacy 9.1 Technology Company Due Diligence In general, due diligence on public companies is more limited compared to private M&A transac- tions and is primarily based on publicly available documents. Selling shareholders may also be in a position to share some limited information with the prospective buyers, provided they comply with the stipulations of the EU Market Abuse Regulation and any other confidentiality restric- tions imposed on them.
When providing information to bidders in the context of due diligence, public companies should also ensure the protection of their trade secrets and their intellectual and industrial prop- erty rights, including on databases, software, patents, and know-how. Appropriate non-dis- closure agreements should be in place. As a rule of thumb, the same level of information should be made available to all bidders. Greek Law 3461/2006 imposes a neutrality obli- gation on the company’s board of directors, as of when it is notified of the tender offer and until publication of the result of the offer (or withdraw- al thereof). Therefore, the board cannot proceed with any action outside the company’s ordinary course of business that could impede the tender offer – including in the course of any due dili- gence conducted on the company – unless with the prior authorisation of the general meeting of shareholders. 9.2 Data Privacy As is often the case, technology companies are data-driven or data-related; therefore, consid- erations around the protection of personal data are relevant in due diligence exercises. Sharing, disclosing, exchanging and getting access to documents and information directly or indirectly identifying individuals, in the context and for the needs of a due diligence process, constitutes processing of personal data. In this respect, the buyer and target company act as controllers of personal data and are under the obligation to ensure compliance with the provi- sions and restrictions of applicable data protec- tion legislation, with the GDPR and with Greek Law 4624/2019. Considering applicable sanc- tions, compliance with data protection rules should be a priority in a due diligence process,
182 CHAMBERS.COM
Powered by FlippingBook