GREECE Law and Practice Contributed by: Stathis Orfanoudakis, Theodore Konstantakopoulos and Yolanda Antoniou-Rapti, Zepos & Yannopoulos
11. Duties of Directors 11.1 Principal Directors’ Duties
The boards of directors of the target company and of the offeror must inform the representa- tives of their employees or, where there are none, the employees directly about the takeover bid without undue delay. 10.2 Prospectus Requirements Regulation (EU) 2017/1129 (the “EU Prospectus Regulation”) is applicable in Greece as regards the specific cases of share offerings triggering a prospectus requirement. Shares offered in a stock-for-stock offer are exempted from such a requirement, provided an equivalent document containing information describing the transac- tion and its impact on the issuer is made avail- able. There is also no requirement for the buyer’s shares to be listed on a specified exchange or other identified markets. 10.3 Producing Financial Statements Under Greek law, bidders are not required to produce financial statements as such in their disclosure documents in a cash or stock-for- stock transaction. In general, though, there is a requirement for Greek companies to publish their approved annual financial statements and these are made publicly available on the website of the General Commercial Registry (and, in cer- tain cases, on the companies’ websites as well). 10.4 Disclosure of Transaction Documents In a merger, the merger plan is filed with the Gen- eral Commercial Registry. As regards takeover bids, the information memorandum is filed with the HCMC. Other than the foregoing, there is no requirement to file copies of any transaction documents (eg, share purchase agreements concluded in the context of takeover bids) with any competent authority.
The principal duties of directors of Greek com- panies are designated in a general context, rath- er than specifically regarding business combina- tions. Such duties include the following. • Duty of care – the obligation to: (a) act within their powers and in accordance with the law, the company’s articles of association and the legitimate resolutions of the general meeting; (b) promote the interests of the company; (c) monitor the execution of the resolutions of the board and the general meeting; (d) inform the other members of the board about company matters; (e) maintain the books and records provided under applicable law (eg, tax books, the Shareholders’ and Ultimate Beneficial Owners’ Register); (f) prepare and file with the corporate registry in a timely manner the company’s annual financial statements in accordance with applicable law; (g) prepare and approve the directors’ annual management report (accompanying the annual financial statements); (h) file with the corporate registry all corpo- rate actions provided under applicable law; and (i) file a lawsuit on behalf of the company against any member of the board (or any other party with administrative powers) who damaged the company by virtue of their actions or omissions. • Duty of loyalty – the obligation to: (a) nοt pursue individual interests that are contrary to the interests of the company; (b) duly disclose to the other board members in a timely manner any personal interest
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