GREECE Law and Practice Contributed by: Stefanos Charaktiniotis, Danai Falconaki, Stathis Orfanoudakis and Nadia Axioti, Zepos & Yannopoulos
8.2 Special or Ad Hoc Committees The establishment of special or ad hoc commit - tees in business combinations by the board of directors is not very common in Greece. The Hel - lenic Federation of Enterprises has also issued the Code of Corporate Governance, which is not mandatory for companies but rather constitutes “soft law” . The code provides that companies admitted to a regulated market should, in addi - tion to the board, establish an audit committee to audit financial information, operate the inter - nal audit of the company efficiently, handle risk management and audit the independence and objectivity of the auditors of the company. As noted above, under Greek law there is in any case a requirement for directors to disclose con - flicts of interest and to refrain from voting on any such matters. 8.3 Business Judgement Rule As a general rule, not applying merely to takeo - ver situations, a director’s liability towards a company shall not exist if the director proves that they demonstrated the diligence of a pru - dent director operating in similar circumstances and thus met the requirements of the “business judgement rule” in the performance of their duties, taking into consideration their particular skills and capacities, their respective position and/or the duties that were assigned to them. Having said that, liability does not exist, under the “business judgement rule” test, where acts or omissions: (i) were performed on the basis of a lawful resolution of a general meeting of share - holders; or (ii) constitute a reasonable business decision that was reached in good faith in order to further the corporate interest, based on suf - ficient information available at the time. 8.4 Independent Outside Advice When it comes to business combinations, directors can be supported by a wide range of
advisers. Indicatively, these can include finan - cial, legal, tax and technical advisers engaged during different stages of the transaction and depending on the specific needs. For example, Law 4601/2019 on corporate transformations provides that, in the case of a merger, demerger or spin-off, the draft transformation deed needs to be examined by one or more independent experts (such as certified public accountants, auditing firms, etc), who will then need to pro - duce a written report thereon addressed to the company, while where required by law, a valua - tion report for the assets of the entities involved must be undertaken by independent chartered auditors or an audit firm to be appointed by the board. 8.5 Conflicts of Interest A conflict of interest is specifically regulated under corporate law, while directors are obliged to timely and duly disclose to the other board members any personal interest or interests of their close family which may arise from the com - pany’s transactions and which fall within their duties, and to abstain from voting on issues with a potential or factual conflict of interests. Although conflict of interest can very often sub - stantiate a claim challenging the validity of a corporate decision or appointment before the court, it is not de jure scrutinised by a pertinent authority.
9. Defensive Measures 9.1 Hostile Tender Offers
Hostile tender offers are permitted under Greek law but are rather uncommon in the Greek M&A landscape mainly due to the size of the compa - nies and the level of sophistication of the market.
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