GREECE Law and Practice Contributed by: Stefanos Charaktiniotis, Danai Falconaki, Stathis Orfanoudakis and Nadia Axioti, Zepos & Yannopoulos
rights in the context of such transactions. Given that in share deals the identity of the employer remains the same, the most common occa - sions on which such issues are identified are in transactions structured as asset deals, business transfers or corporate transformations contem - plating a specific business unit (eg, spin-off, demerger). The main question that arises from an employ - ment law perspective in relation to a transaction structured as an asset or business transfer is whether such transaction would fall within the ambit of the Greek TUPE legislation (Presiden - tial Decree 178/2002). A transfer of business within the meaning of the Greek TUPE legis - lation occurs when the transferred economic entity retains its identity, meaning an “organised grouping of resources” (eg, tangible and intan - gible assets, licences, personnel, customers) “which has the objective of pursuing an eco- nomic activity, whether that activity is central or ancillary” . The tendency of the Greek courts is to interpret the above definition in a wide man - ner and in favour of the employees. Indicatively, the courts base their assessment on the follow - ing: transfer of (tangible and intangible) assets, transfer of personnel, transfer of clientele, con - tinuation by the transferee of the same or similar business activity, etc. In the event that an acqui - sition falls within the scope of the Greek TUPE legislation, there will be an automatic transfer of the respective employees to the new employer by operation of law. The acquirer will assume the obligations of the seller towards such employ - ees, while the seller will remain jointly liable with the acquirer for any such obligations attributed to the period up until the transfer. Under applicable law, the transferor and trans - feree are obliged to inform their employees in writing in good time before the transfer about
the (proposed) date of the transfer, the reasons for the transfer, the legal, economic and social implications for the employees, and the envis - aged measures in relation to the employees. 2.6 National Security Review Generally, foreign investments do not require approval from Greek authorities, except for cer - tain restrictions on foreign investments involving real estate occupation or ownership in border regions and on certain islands, with regard to national security considerations. In particular, non-EU/European Free Trade Association indi - viduals or legal entities may not proceed with any transaction in which a contractual right or a right in rem is granted in their favour, or such individu - als or legal entities may not acquire shares of companies (irrespective of the companies’ legal forms) that own real estate property located in certain border regions of Greece prescribed by Article 24 of Law 1892/1990, as amended and in force, without the prior approval from the competent decentralised administration office, which shall lift the relevant restrictions upon the interested parties’ filing of a lawful petition to that end. Another example is Legislative Decree 210/1973, which allows special approval of con - tracts for the transfer to foreign (natural or legal) persons or for the use/exploitation of mining rights by such persons. 3. Recent Legal Developments 3.1 Significant Court Decisions or Legal Developments Over the last three years, there have been a num- ber of interesting legal developments surround - ing Greek M&A transactions. More specifically:
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