GREECE Law and Practice Contributed by: Stefanos Charaktiniotis, Danai Falconaki, Stathis Orfanoudakis and Nadia Axioti, Zepos & Yannopoulos
if such are deemed necessary for the adequate information of the recipients. Greek non-listed entities are obliged to draft their financial statements in accordance with the Greek Accounting Principles under Law 4308/2014 as amended by Law 5164/2024. In accordance with the applicable European reg - ulations, Greek listed entities must draft their financial statements in compliance with the International Financial Reporting Standards. 7.4 Transaction Documents Neither in public nor in private M&A deals must the parties disclose or publish any transaction documents in full. Greek entities must comply with the applicable corporate law provisions set - ting out any publicity formalities as well as dis - closure requirements in the case of listed corpo - rations (substantial shareholdings). Considering this, entities must disclose transaction-specific information in the case of transactions among affiliated companies qualifying as “related-party transactions” or within the course of a tender offer by means of the tender offer prospectus. On the other hand, documents relating to corpo - rate transformations as provided for under Law 4601/2019 on corporate transformations are all submitted for publication with the General Com - mercial Registry’s website and constitute pub - licly available information.
• a duty of loyalty (to promote the company’s best interests, accomplish the company’s objectives and omit actions that could be harmful to the company’s interests); • a duty of care (to abide by their obligations provided in the law, the company’s articles of association and the resolutions of the general meeting of shareholders, nοt to pursue own interests which are contrary to the interests of the company, and to refrain from voting on issues with a potential or factual conflict of interests); • a duty of confidentiality (to keep confidential information and matters of the company that were made known to them in view of their capacity as directors); and • a non-compete obligation (not to engage in acts that are considered competitive to the company’s operation, unless special per - mission has been granted by the general meeting, and not to participate as partners in general or limited partnerships or as sole shareholders/partners of companies with the same purpose, unless special permission has been granted by the general meeting or the company’s articles of association. Under Greek law, a director is liable only vis- à-vis the company for any default (either wilful misconduct or negligence, including slight neg - ligence), namely any act or omission that took place during the management of corporate affairs that was harmful to the company. The director’s liability vis-à-vis third parties may be on the basis of tort if it is established that an ille- gal act or omission has a direct causal link with damage sustained by the third party, including moral damages. This liability may apply where the company’s suppliers, employees, sharehold - ers or the Greek state are concerned.
8. Duties of Directors 8.1 Principal Directors’ Duties
As a general Greek corporate law principle, with - out differing in the case of a business combina - tion, directors have four main fiduciary duties towards the company when managing its affairs, namely:
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