GREECE Trends and Developments Contributed by: Stefanos Charaktiniotis, Danai Falconaki, Stathis Orfanoudakis and Nadia Axioti, Zepos & Yannopoulos
existing insurance products and incorporating new ones, international deal makers have been looking into Greece’s key insurance brands. The most noteworthy example is the acquisition of 75% of the share capital of Ydrogios Insurance, a 50-year-old Greek insurance company, by Reale Mutua di Assicurazioni, the largest Italian mutual insurance company and the parent of the Reale Group, which was completed in 2024. The second phase of the deal, which is expected to be completed in 2026, will result in the sale of an additional 10% stake in Ydrogios Insurance to the Italian shareholder. Corporate Transformations Following challenging years of economic crisis in a post-pandemic era, corporate transforma - tions have become a vital element of the Greek business landscape. As anticipated by stake - holders, the consolidation and codification of the Greek legal framework governing corporate transformations including cross-border mergers, demergers, spin-offs and conversions upon the transposition of Directive (EU) 2019/2121 into the Greek legal system, has significantly helped corporate restructurings and business combina - tions to flourish. Initially driven by strategic and financial objec - tives, large corporations seeking to reduce costs, streamline resources and divest assets that no longer align with their long-term eco - nomic goals have increasingly used corpo - rate transformations as means to restructure and rationalise their operations. This strategic evolution has allowed companies to enhance both operational and financial agility, prioritis - ing adaptability and efficiency over scale. As a result, there has been a marked rise in mergers, divestitures, carve-outs and demergers in the Greek M&A market. ESG considerations may also lead to strategic restructurings in a group’s
pursuit of sustainability and social responsibility, while corporate governance rules may also play a role in this regard. These imperatives, coupled with the consoli - dation of the legal framework as supported by newly introduced tax incentives to promote tax neutrality, underscore the urge of the Greek state to maintain and enhance the trend. New Law 5162/2024, which abolished the four different tax incentive laws on corporate transformations and replaced them with a unified framework that aims to bring together the formerly frag - mented approach between stakeholders and advisers, provides for tax neutrality in corpo - rate transformations, further boosting the wave of restructurings. This comes into play not only at a domestic level but also at a cross-border one, where the legal provisions on cross-border mergers, demergers and spin-offs have been increasingly tested by Greek companies reach - ing out to foreign investment while also proving their outward-looking attitude. Regardless of this outward-looking sentiment, the administra - tive burdens regarding the interconnection of the competent authorities in the case of cross-bor - der mergers and demergers that are still present should not be seen as an obstacle but rather as indicating room for further development or even innovation. All things considered, the Greek corporate transformations market is entering a phase of increased sophistication and international engagement. The streamlined legal framework, reinforced by tax incentives and strategic imper - atives, has set the stage for sustained growth in mergers and restructurings at both a domestic and cross-border level. As Greece continues to align with European directives and attract foreign investment, the evolving corporate landscape reflects a newfound adaptability, positioning
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