GREECE Law and Practice Contributed by: Stefanos Charaktiniotis, Danai Falconaki, Stathis Orfanoudakis and Nadia Axioti, Zepos & Yannopoulos
10.3 “Broken-Deal” Disputes “Broken-deal” disputes regularly involve the application of material adverse change clauses. In general, there has not been publicity around disputes due to “broken-deal” issues. It may be the case that there are ongoing disputes con - cerning “walk-aways” , but the overall impression is that there are not many of those in the Greek market.
the company’s operations and any tender offer- specific information which may not be disclosed until the official launch of the tender offer. 9.5 Directors’ Ability to “Just Say No” Under the applicable framework, the board of directors of a Greek entity is not entitled to “just say no” to a business combination. The board of directors is only entitled to resolve on day-to- day issues which concern the operation of the company and seek alternative offers while they may make only the decisions they have been specifically authorised to make by the general meeting. In general, litigation is not very common in Greek M&A transactions. In practice, duration of pro - ceedings, bureaucracy and costs are the main deciding factors that influence parties’ decision to opt for or initiate litigation proceedings in Greece or seek other ways to resolve a dispute, such as arbitration. In the case of medium-sized or large M&A deals with a multi-jurisdictional background, the parties mostly agree on arbi - tration as a more neutral means of jurisdiction, since it allows the parties involved to receive a swift decision on a dispute away from the pub - lic spotlight, compared to litigation proceedings that sometimes drag on for years and are open to public scrutiny. 10.2 Stage of Deal 10. Litigation 10.1 Frequency of Litigation In private M&A transactions, disputes between the acquirer and the target company often relate to termination clauses, a breach of warranties or the due date of variable purchase price pay - ments.
11. Activism 11.1 Shareholder Activism
Instances of shareholder activism in Greece have been rather rare over the years. The cap tables of Greek companies frequently include share - holders with significant majority stakes who act as the key decision-makers in the companies’ life cycles. Many Greek enterprises also operate under a family ownership regime, which leaves little room for shareholder activism, except when seeking to protect certain statutory minority shareholder rights or as a reaction to manage - ment decisions in the context of companies in financial distress. 11.2 Aims of Activists Activists generally seek to protect their own interests in companies, rather than actively seek - ing to influence corporate strategies, including in respect of M&A transactions. 11.3 Interference With Completion There have been instances of activists seek - ing to interfere with the completion of transac - tions, especially through the exercise of their statutory minority shareholder rights such as putting additional items on the agenda of the general meeting. In most cases, though, such efforts have resulted in delaying the completion of announced transactions, rather than blocking
767 CHAMBERS.COM
Powered by FlippingBook