GREECE Law and Practice Contributed by: Stefanos Charaktiniotis, Danai Falconaki, Stathis Orfanoudakis and Nadia Axioti, Zepos & Yannopoulos
Merger Control Law 3959/2011 has been recently amended, and the HCC has been empowered to impose rem - edies in “Phase I” clearance decisions, whereas previously it was only empowered to impose remedies in the context of “Phase II” clearance decisions. Moreover, the Minister of Finance and the Minister of Development and Investments may now, by joint decision published after a public consultation, amend the turnover-related thresholds as well as imposing ad hoc thresh - olds for different economic sectors. Such deci - sion 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. Tax Incentives Recently passed, Law 5162/2024 introduced new tax incentives, aiming to promote innova - tion and start-up businesses. Said law, which abolished and replaced the four different tax incentive laws on corporate transformations by a uniform framework, provides for tax neutral - ity on domestic and cross-border corporate transformations as well as share exchanges while aiming to further enhance the existing tax incentives for angel investors investing in Greek start-ups and Greek venture capital funds, and introduces a new “start-up visa” . However, the new law did not abolish Law 4935/2022 on tax incentives to foster company transformations of SMEs and Codified Law 5039/2023 aiming at promoting the economic development of the country by providing incentives to specific activities and sectors remain in force. Specifi - cally, Law 5039/2023 provides for 13 investment schemes and includes provisions aiming at the acceleration of the evaluation, approval, audit and certification processes of the schemes fall - ing into the ambit thereof.
Cross-Border Corporate Transformations Law 5055/2023 transposed Directive (EU) 2019/2121 on cross-border conversions, merg - ers and demergers of capital companies into domestic legislation, aiming at systematising the regime of cross-border corporate transfor - mations into a single framework, through the completion of the existing legislative framework (which has until now only concerned cross- border mergers) with the addition of regula - tions concerning cross-border demergers and conversions of capital companies. Moreover, the provisions of the new law on cross-border conversion constitute an explicit legal regime for the transfer of seat of a company to another EU member state, unlike the non-regulated process previously followed, fostering the fundamental principle of freedom of establishment. 3.2 Significant Changes to Takeover Law Takeover bids for the purchase of shares of com - panies listed on the Athens Exchange are regu - lated by Law 3461/2006 on takeover bids, as amended and in force, implementing in Greece Directive 2004/25/EC on takeover bids. Such law has not been subject to any recent signifi - cant changes, nor are any changes foreseen in the near future. 4. Stakebuilding 4.1 Principal Stakebuilding Strategies Stakebuilding in Greek public companies is permitted subject to the notification require - ments when exceeding the material sharehold - ing thresholds provided by law (see 4.2 Material Shareholding Disclosure Threshold ). Prospec - tive bidders may utilise stakebuilding strategies prior to launching an offer, but need to remain conscious of potential insider dealing implica - tions when doing so.
756 CHAMBERS.COM
Powered by FlippingBook