GREECE Law and Practice Contributed by: Stefanos Charaktiniotis, Danai Falconaki, Stathis Orfanoudakis and Nadia Axioti, Zepos & Yannopoulos
board or nominate directors for their election by the general meeting of shareholders may also be included. It goes without saying that the bid - der’s governance rights are also protected if the holdings of the other shareholders are locked-in for a specific period where their transfer would be restricted. The amendment of the company’s articles of association to include the above rights would be recommended for a higher protection of the purchaser against third parties. 6.9 Voting by Proxy Under Greek law, shareholders of Greek entities (whether private or public listed corporations) can vote by proxy in shareholders’ general meet - ings. 6.10 Squeeze-Out Mechanisms Law 3461/2006 provides for a squeeze-out and a sell-out right: • Squeeze-out right: An offeror that acquires at least 90% of the total voting rights of the company during the course of a tender offer for the entirety of the securities issued by the company has the right to demand to acquire the remaining securities issued by the com - pany within three months as of the lapse of the acceptance period, provided a relevant clause for the exercise of the squeeze-out right has been included in the tender offer prospectus. The consideration must be in the same form and at least equal to the one offered during the tender offer, and the minor - ity shareholders can request a cash payment or appeal before the competent court for the determination of a fair and equitable price without obstructing the squeeze-out proce - dure. • Sell-out right: An offeror that acquires at least 90% of the total voting rights of the company during the course of a tender offer for the
entirety of the securities issued by the com - pany is obliged, within three months as of the publication of the tender offer results, to pur - chase any securities of the company offered to it. The consideration must be in cash and equal to the tender offer price. 6.11 Irrevocable Commitments Given that the public M&A market in Greece is held and driven by relatively few players, it is quite common for the offeror to negotiate with the shareholders of the target company and even reach agreements with them prior to the acquisi - tion of the shareholdings, triggering a mandatory offer subject to compliance with applicable law requirements and restrictions. The undertakings of the parties usually take the form of share purchase agreements or other binding arrangements. Their terms may be agreed upon by the parties in accordance with Greek law. In accordance with Law 3461/2006, the offeror, before announcing the tender offer to the public, must notify the HCMC and the board of directors of the target in writing. The notification must be made immediately after the relevant decision of the bidder to launch a voluntary offer or, in the case of a mandatory offer, within 20 days as of the triggering of the provided thresholds. Along with such notification, the offeror submits to the HCMC and the target’s board a draft of the ten - der offer prospectus. On the next business day and before the com - mencement of trading of the relevant securities of the offeree company in the stock exchange, 7. Disclosure 7.1 Making a Bid Public
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