GREECE Law and Practice Contributed by: Stefanos Charaktiniotis, Danai Falconaki, Stathis Orfanoudakis and Nadia Axioti, Zepos & Yannopoulos
gic plans for the two companies and the poten - tial impact on employment and the locations of the offeree company’s places of business. 5. Negotiation Phase 5.1 Requirement to Disclose a Deal In transactions concerning private companies, the target is typically not required to disclose the deal. Most of the times, the contracting parties have also entered into non-disclosure agree - ments and provided for similar undertakings in the transactional documentation, so that the deal is only announced once completed and to the extent the parties wish to announce the deal. On the other hand, in the case of listed compa - nies a bid is made public either when an offeror decides to proceed with a (voluntary) offer or when the mandatory offer thresholds set out in 6.2 Mandatory Offer Threshold are met. In such a case, the offeror must notify in writing the HCMC and the target company’s board of directors. Within the following business day, the offeror must announce the takeover bid on its website and in the daily bulletin announcements of the Athens Exchange. The boards of directors of the target company and of the offeror inform the representatives of their employees or, in case there are none, the employees directly about the takeover bid with - out undue delay. 5.2 Market Practice on Timing Market practice on timing of disclosure rarely differs from legal requirements. In private M&A deals, the contracting parties tend to reach a mutual agreement as to the timing, form and content of any announcements, except in cer - tain instances with the involvement of institu -
tional investors that may want to retain a uni- lateral right to announce. As regards takeover bids, the disclosure requirements, including the timing thereof, are prescribed by law and need to be respected by all parties involved. 5.3 Scope of Due Diligence Although the main areas of focus in a due dili - gence exercise remain constant in most cases, the delineation of the exact scope of due dili - gence largely depends on the business carried out by the target, the type of business combina - tion opted for (eg, share deal vs asset deal), the timeframe for the completion of the transaction and the negotiating power of the parties. Legal and tax/financial due diligence are at the top of the list of prospective buyers, whereas technical due diligence is becoming more popular, espe - cially in tech deals. “Full” due diligence exercises are rather rare and mostly preferred either by investors that have not previously done business in Greece or in cases of targets operating in sectors that have not been particularly open to M&A activity (eg, due to regulatory constraints), thus necessitating a better understanding of the nuances of such sectors. Deal makers are now adopting a more pragmatic approach focusing on “red flags” , and the due diligence exercise is shaped accordingly to identify issues for which contractual protec - tion or specific contractual arrangements will be required. 5.4 Standstills or Exclusivity Exclusivity or no-shop arrangements are very common in private M&A transactions and pri - marily intended to secure the interests of the potential buyer. The specific undertakings are either included in an initial non-binding offer/let - ter of intent or in a separate exclusivity agree - ment, and may vary depending on the antici -
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