{"id":122044,"date":"2025-12-04T09:13:53","date_gmt":"2025-12-04T09:13:53","guid":{"rendered":"https:\/\/my.legal500.com\/guides\/?post_type=comparative_guide&#038;p=122044"},"modified":"2025-12-04T09:13:53","modified_gmt":"2025-12-04T09:13:53","slug":"greece-technology-ma","status":"publish","type":"comparative_guide","link":"https:\/\/my.legal500.com\/guides\/chapter\/greece-technology-ma\/","title":{"rendered":"Greece: Technology M&amp;A"},"content":{"rendered":"","protected":false},"template":"","class_list":["post-122044","comparative_guide","type-comparative_guide","status-publish","hentry","guides-technology-ma","jurisdictions-greece"],"acf":[],"appp":{"post_list":{"below_title":"<div class=\"guide-author-details\"><span class=\"guide-author\">Drakopoulos<\/span><span class=\"guide-author-logo\"><img src=\"https:\/\/my.legal500.com\/guides\/wp-content\/uploads\/sites\/1\/2023\/12\/DRAKOPOULOS-LAW_LOGO_page-0001.jpg\"\/><\/span><\/div>"},"post_detail":{"above_title":"<div class=\"guide-author-details\"><span class=\"guide-author\">Drakopoulos<\/span><span class=\"guide-author-logo\"><img src=\"https:\/\/my.legal500.com\/guides\/wp-content\/uploads\/sites\/1\/2023\/12\/DRAKOPOULOS-LAW_LOGO_page-0001.jpg\"\/><\/span><\/div>","below_title":"<span class=\"guide-intro\">This country specific Q&amp;A provides an overview of Technology M&amp;A laws and regulations applicable in Greece<\/span><div class=\"guide-content\"><div class=\"filter\">\r\n\r\n\t\t\t\t<input type=\"text\" placeholder=\"Search questions and answers...\" class=\"filter-container__search-field\">\r\n\t\t\t<\/div>\r\n\r\n\t\t\t\r\n\r\n\r\n\t\t\t<ol class=\"custom-counter\">\r\n\r\n\t\t\t\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Describe the typical organizational form (e.g., corporations, limited liability companies, etc.) and typical capitalization structure for a VC-backed Start-up in your jurisdiction (e.g., use of SAFEs, convertible notes, preferred stock, etc.). To what extent does it follow U.S. \u201cNVCA\u201d practice? If so, describe any major variations in practice from NVCA in your market. If not, describe whether there are any market terms for such financing VC-backed Start-ups. If venture capital is not common, then describe typical structure for a startup with investors.<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>In Greece, the most common legal form for venture-backed start-ups is the Private Company (IKE), followed by the Soci\u00e9t\u00e9 Anonyme (SA) for more mature or larger-scale ventures. The IKE provides flexibility, low minimum capital requirements (even \u20ac1), and limited liability for shareholders. It also offers an option for vesting, i.e. gaining participation in the form of non-capital contributions, for people who usually work for the company, making it the preferred choice for early-stage companies. As companies grow, especially when institutional investors or cross-border investors become involved, conversion into an SA is most of the times required, since the SA is a more familiar corporate form to foreign investors and allows for a more sophisticated or detailed structuring of either the investment and\/or the shareholders\u2019 relationship, including as regards to shareholder rights, pre-emption rights, liquidation preference, preferred stock, stock warrants and convertible notes.<\/p>\n<p>Regarding capitalization structures, Greek start-ups increasingly adopt practices inspired by U.S. venture capital models, though not yet fully aligned with NVCA standards. For SAs, the most common instrument is preferred stock with liquidation preference, anti-dilution rights, and veto rights, ROFR, drag- and tag-along rights, non-compete and non-solicitation obligations for the management etc., although implementation can vary and is usually negotiated and determined on a case-by-case basis. Convertible notes are also quite common, while stock warrants have not gained enough traction yet. All the aforesaid are not available to the Private Company (IKE) corporate form, where corporate units are the only instrument available for equity investments, bond loans (with preferred tax treatment) are not permitted, and investors\u2019 rights and privileges are for the most part determined contractually through a shareholders\u2019 agreement. SAFE agreements, although often requested by foreign investors, are not used in most cases, as they are not fully aligned with Greek law and Greek market practice and, most importantly, they might entail tax implications. Investments in Greece tend to take a hybrid form \u2013 combining international VC practice with mandatory Greek corporate law constraints.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Describe the typical acquisition structures for a VC-backed Start-up. As between the various main structures (including an equity purchase and an asset purchase), highlight any main corporate-law and tax-law considerations.<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>The two most common acquisition structures in Greece are share (equity) deals and asset deals. Share deals dominate in the context of VC-backed start-ups, since they allow the buyer to acquire the company in its entirety, including contracts, licenses, intellectual property, and employees, with continuity of business. This is particularly relevant in technology companies, where intellectual property rights, employment agreements, and tax losses are critical.<\/p>\n<p>Asset deals are used less frequently but may be preferred in cases where the buyer wishes to cherry-pick specific assets (e.g., IP licenses or portfolios, customer contracts) without assuming historic liability for the seller. Under Greek law, however, significant asset transfers may trigger employment law succession rules (automatic transfer of employment relationship and employer\u2019s obligations towards the employees of the seller), and may be determined by a court as a transfer of business, leading to full liability of the buyer for seller\u2019s debts (up to the value of the assets transferred).<\/p>\n<p>From a tax perspective, share deals are generally more efficient and straightforward: capital gains from the sale of shares may benefit from exceptions depending on the corporate structure that has been adopted. Asset sales, by contrast, can trigger VAT or transfer taxes and may require regulatory consents. As a result, equity deals remain the default acquisition route in Greek tech M&amp;A.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Describe whether letters of intent \/ term sheets are common in your jurisdiction. Are they typically non-binding or binding? Is exclusivity common? Are deposits \/ break-up fees common?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Letters of intent (LoIs) and term sheets are commonly used in Greek M&amp;A Tech transactions, particularly when international investors are involved. These documents typically outline the commercial terms of the transaction (valuation, structure, etc), while expressly clarifying their non-binding nature regarding the obligation to close. However, specific provisions, such as confidentiality, exclusivity, term, press release, costs &amp; expenses, governing law and arbitration are normally agreed as binding. Exclusivity clauses are rather standard and usually run for 3 months, to allow due diligence and negotiation of the definitive investment agreement.<\/p>\n<p>Deposits and break-up fees are not typical in the Greek start-up ecosystem, particularly for venture-backed companies, as such mechanisms are considered overly restrictive in early-stage transactions. That said, in larger or more competitive transactions, foreign buyers sometimes push for limited break-up fee provisions to cover transaction costs. Overall, Greek practice aligns with broader European norms: term sheets are short, focused, and intended as a roadmap rather than enforceable commitments.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">How common is it to use buyer equity as consideration in purchasing a VC-backed Start-up? Please describe any considerations or constraints within the securities laws of your jurisdiction for using such buyer equity.<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>In Greece, the overwhelming market practice in VC-backed start-up acquisitions is for the consideration to be paid entirely in cash. This reflects both the expectations of founders and investors, who typically seek liquidity for the target\u2019s further development and\/or their exit. Cash transactions provide clarity, speed, and avoid any potential regulatory, governance or tax complications under Greek law.<\/p>\n<p>Using buyer equity as consideration is very uncommon and generally only arises in cross-border non-start up deals, where the acquirer is a larger foreign group offering shares as part of a strategic roll-up.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">How common are earn-outs in your jurisdiction? Describe common earn-out structures, and prevalence of earn-out related disputes post-closing.<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Earn-outs are increasingly common in Greek M&amp;A transactions, particularly in the technology and start-up sector, where valuation gaps often exist between buyer and seller due to uncertainty over future performance. Earn-outs provide a compromise: part of the purchase price is deferred and contingent upon the company meeting defined financial or operational targets (e.g., revenue, EBITDA, user growth or other milestones).<\/p>\n<p>The most typical earn-out structures involve a two- to three-year measurement period with staged payments. Metrics are mostly financial, but in technology deals, operational milestones such as successful integration of IP or retention of key clients can be used as well. Disputes do arise, most often relating to accounting standards, post-closing management control, and whether the buyer has acted in good faith to enable the company to meet its targets. To mitigate this, Greek shareholders\u2019 agreements increasingly adopt international best practices, such as detailed definitions of financial metrics and KPIs, covenants on operating the business in the ordinary course, and dispute resolution clauses (e.g., referral to independent accountants). While disputes are not uncommon, careful drafting can reduce or mitigate the possibility of them arising, as earn-outs remain a useful tool in bridging valuation gaps in Greece.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Describe any common purchase price adjustment mechanisms in purchasing a VC-backed Startup and\/or are lock-box structures more common.<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>In Greece, buyers typically seek to adjust the purchase price post-closing based on actual levels of working capital, net debt, and sometimes cash at completion. This ensures that they acquire the company on a \u201cdebt-free, cash-free\u201d basis with sufficient working capital. Adjustments are generally calculated within 60\u201390 days after closing, with disputes referred to independent auditors.<\/p>\n<p>The lock-box mechanism is used in some cross-border transactions, especially where foreign investors are involved. It fixes the purchase price by reference to a set of historic accounts (the \u201clock-box date\u201d) and prohibits value leakage to the sellers between the lock-box date and closing. While lock-boxes are attractive for their certainty and reduced post-closing disputes, they are less common in Greek M&amp;A deals. That said, as the Greek market aligns more with European practice, lock-boxes are slowly gaining traction but they have not yet reached the level of standard market practice in Greek M&amp;A deals.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Describe how employee equity is typically granted in your jurisdiction within VC-backed Start-up\u2019s (e.g., options, restricted stock, RSUs, etc.). Describe how such equity is typically handled in a sale transaction.<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Today, the most common forms of performance incentives for employees in Greece are: (a) employee stock option plans (ESOP), which allow employees to receive shares in the future at a predetermined price and they are almost always subject to vesting (with a function more similar to RSUs), and stock awards, which allow employees to receive shares free of charge and may or may not be subject to &#8211; vesting or more frequently \u2013 reverse-vesting (with a function more similar to RSAs), for an SA, and (b) non-capital contributions for an IKE, which provide for individually negotiated performance incentives which allow key employees to gain participation (corporate units) in the company, with a function more similar to RSAs. Such shares or corporate units can also come with some restrictions in voting rights, profit participation, and\/or transferability (by the employee), usually for the duration of the vesting period.<\/p>\n<p>In the context of an acquisition, unvested options usually accelerate, either fully or partially, depending on plan terms. Tax considerations should be taken into account. In Greek market practice, the size of the pool and the allocation among eligible employees in Tech M&amp;A remains largely a matter of negotiation, as local precedent is not very extended. International investors often insist on harmonising Greek plans with global group structures aligned with the buyer\u2019s policies.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Describe whether there are any common practices for retaining employees post-acquisition (e.g., equity grants, re-vesting of employee equity, cash bonuses, etc.).<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Retention of key employees is critical in Greek technology acquisitions, particularly where intellectual capital and technical know-how reside with founders and senior staff. Common retention tools include cash bonuses contingent on continued employment relationship for key executives and founders, e.g. the CEO (sometimes structured as holdbacks or deferred payments), as well as new equity awards under the buyer\u2019s group incentives plan, which can be complemented by lock-in obligations for founders and other executives who already hold equity. Re-vesting or roll-over into the acquirer\u2019s equity plan can happen, but is not particularly common in Greek tech M&amp;As.<\/p>\n<p>Buyers also negotiate new employment agreements with key executives (e.g. the CEO), which typically include non-compete and non-solicit provisions, often supported by financial incentives. For founders, retention packages may be tied to performance earn-outs, aligning their incentives with post-closing growth. Overall, while formal re-vesting structures are less standardised than in the U.S. or UK, the Greek market is converging towards international practice: retention packages are a key part of Tech M&amp;A structuring to ensure continuity of business.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">How common are works councils \/ unions in your jurisdiction, among VC-backed Startups or technology companies generally?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Works councils and unions are not typically present in Greek start-ups or technology companies, particularly in VC-backed ventures. These businesses tend to be small, agile, and staffed with younger workforces that are less unionised.<\/p>\n<p>In the broader technology sector, trade union presence exists in larger, more established companies (particularly in telecommunications and IT services), but remains rare among innovative start-ups. This contrasts with some continental European jurisdictions where works councils play a central role in M&amp;A. Consequently, employee consultation requirements rarely present a significant hurdle in Greek start-up acquisitions, although employment law protections (e.g. against unfair dismissal or transfer of undertakings) remain relevant.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Describe Tax treatment of founder \/ key people holdbacks. Are there mechanisms for obtaining capital gains or equivalent more preferable tax treatment even if continued service is a requirement for the holdback to be paid out?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Under Greek tax law, the treatment of holdbacks or deferred consideration for founders and key employees depends on whether the payment is characterised as capital gains or as employment income. If the payment is linked solely to the sale of shares and is not contingent on continued employment, it is generally treated as capital gains, subject to a flat 15% tax rate (with possible exemptions for corporate sellers).<\/p>\n<p>However, where payment is conditional upon the founder\u2019s or key employee\u2019s continued service post-closing, the tax authorities may re-characterise the holdback as employment income, subject to progressive income tax rates up to 44%, plus social security contributions. This is a significant disadvantage compared to capital gains treatment. \u0399nternational buyers sometimes create hybrid structures (e.g., combination of purchase price and retention bonus) in their effort to allocate risk between the parties. Depending on the adopted structure, however, this might lead to potential tax risk or liability. Therefore, careful tax planning and legal drafting are essential, as Greek tax authorities take a substance-over-form approach in scrutinising such arrangements.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Describe whether non-competes \/ non-solicits for key employees \/ founders are common. Describe any legal constraints around such non-competes \/ non-solicits.<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Non-compete and non-solicit provisions are very common in Greek M&amp;A transactions involving start-ups, especially for founders and senior executives. Buyers rely on such restrictions to protect the goodwill and intellectual capital of the target post-acquisition. Typically, non-compete and non-solicit periods range from 6 to 12 months, depending on the industry and bargaining power of the parties.<\/p>\n<p>Greek law allows contractual non-competes, but they must be reasonable in scope, geography, and duration, to be enforceable. Overly broad restrictions may be struck down by courts as infringing on the constitutional freedoms of economic activity and labour. In this context, non-competes are usually accompanied by compensation (i.e., the employee receives fair financial consideration during the non-compete period), which helps in the determination of reasonableness, when such clauses are challenged, as the courts usually take all those factors (scope, location, duration, compensation) into consideration.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are typical closing conditions for the acquisition of a VC-backed Startup? How common is a \u201cmaterial adverse effect\u201d concept as a closing condition?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Closing conditions in Greek start-up acquisitions generally follow international standards. Typical conditions include corporate approvals by both parties, regulatory or third-party consents (where required), accuracy of representations and warranties at closing, and successful completion of full due diligence.<\/p>\n<p>The concept of material adverse effect (MAE) is known in Greece, primarily through influence of international practice, but it is not very common in purely domestic deals. Greek sellers are often reluctant to accept open-ended MAE clauses, perceiving them as giving buyers excessive discretion to walk away. Where included, MAE definitions tend to take the form of specific conditions and to be drafted in a narrow and detailed manner, focusing on serious, usually unforeseeable, events that materially impact the target\u2019s business in particular, excluding general market or macroeconomic changes. In cross-border or larger transactions, MAE clauses may appear more often, aligned with U.S. and UK deal practice. When Greek courts (where competent) are called to decide on such clauses\u2019 validity and enforceability, though, considerations stemming from the bona fide principle and the doctrine of spheres of responsibility may influence significantly the court\u2019s decision.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">With respect to representations and warranties: (a) Is deemed disclosure of the dataroom common? (b) Are \u201cknowledge\u201d qualifiers common? Is it common to make representations that are \u201crisk shifting\u201d (e.g., where sellers cannot completely validate the accuracy of such representations)?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>(a) Deemed disclosure of the data room is increasingly common in Greek M&amp;A Tech transactions, especially in start-up acquisitions involving international buyers. Sellers typically insist that information fairly disclosed in the data room qualifies for the purposes of the representations and warranties, though buyers often negotiate exceptions to ensure that only clearly identified disclosures are effective.<\/p>\n<p>(b) \u201cKnowledge\u201d qualifiers are also used. They limit the seller\u2019s liability to what is actually or constructively known by key management. However, buyers are generally cautious with knowledge qualifiers, seeking more objective assurances. Risk-shifting representations\u2014where sellers bear liability even without full control\u2014do occur, especially in high-risk areas such as ownership of IP, employment law compliance, and tax matters, but it ultimately always comes down to the negotiating power that each party has.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Describe the typical parameters of seller indemnification, including: (a)\tCoverage (fundamental, specified, general reps, covenants, shareholder issues, pre-closing Tax, specific indemnities, employment classifications, etc.) (b)\tLiability limit (c)\tSurvival periods<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>(a) The scope and extent of indemnification contractual undertakings in Greek start-up acquisitions can vary significantly as the result of strong negotiations between the parties and depending further on the extent and scrutiny of the due diligence (and related access allowed by the seller). They usually cover breaches of fundamental representations (title to shares, authority), specified warranties (e.g., IP ownership, tax compliance), covenants, and certain identified risks (such as pending litigation). Employment misclassification is a growing concern and is, as of late, more and more specifically covered.<\/p>\n<p>(b) Liability caps vary, but their enforceability under Greek law is debatable (and, thus, their practical significance limited), as Greek law prohibits contractual limitations of liability for intent (deliberate breach) or gross negligence.<\/p>\n<p>(c) Survival periods are of lesser practical importance in Greek M&amp;As, as the statutes of limitations of Greek law for liability (whether in contract, in tort, or for negotiations) cannot be circumvented (extended or restricted) by way of contractual agreement. In addition, the time of transfer of risk and responsibility (which follows transfer of title or right) is a cornerstone of the law of sale and limits considerably the extent to which the parties can contractually regulate relevant matters otherwise. Due to that fact, representations and warranties are usually set out either with reference to the closing date or without explicit reference to a future period of reference at all.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Describe background law that might impact the negotiation of indemnification, including those that may constrain recoverability of losses (e.g., can lost profits or multiples be awarded as damages? Is mitigation required?).<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Greek contract law is set in the Civil Code, which provides general rules on damages, both in contract and in tort. These provisions are for the most part mandatory (<em>jus cogens<\/em>) and only allow for limited divergence by way of contractual agreement. In principle, for damages to be indemnified, they must be causally linked to the act giving rise to such damages (making the common law distinction between direct and indirect damages of lesser practical importance). With regard to foreseeability, it plays a far more critical role in establishing liability, being a fundamental criterion for determining fault and causal link (which in Greece takes a form closer to proximate, rather than direct, cause, further supported by considerations stemming from the scope of protection of an interest doctrine), than in determining the scope and extent of recoverable damages, as the \u2018all-or-nothing\u2019 doctrine is formally enshrined in the Greek Civil Code. Contractual restrictions or limitations of liability (including caps and contractual determination of the indemnity amount, e.g. in multiples) are void in cases of intent (delict) or gross negligence, but in principle valid in cases of negligence. Even then, they can be challenged as unreasonable or disproportionally onerous on one party, on the basis of the bona fide principle, which can lead to such contractual restrictions being struck down altogether or, more commonly, to the damages awarded on the basis of such clauses being adjusted by the court to a reasonable amount. \u2018Punitive\u2019 damages clauses are common in contracts, but -when challenged- are often reduced by courts to a reasonable amount, as the Greek law on compensation (both in contract and in tort) only allows for compensatory damages and, by extension, punitive damages are construed as an abstract determination of damages (usually accompanied in practice by a contractual provision reserving the right to seek any further damages), rather than as punitive per se (i.e. over and above compensatory). Finally, the burden of proof under Greek law is formally set to beyond a reasonable doubt, but in court practice can be seen to implicitly lay somewhere between beyond a reasonable doubt and clear and convincing evidence, as it does not form a necessary part of the reasoning of the court ruling. In any case, meeting the burden of proof for certain types of general (non-economic) losses, especially loss of profits, goodwill, or future opportunities, results particularly difficult in practice, while special (substantial, consequential) damages are in comparison significantly easier to prove and to be awarded. The burden of proof is often the preferred means used by Greek courts to dismiss or reduce in amount (as not sufficiently proven) claims they find to be exorbitant, to spare the need for a more elaborate reasoning of other legal grounds in their ruling, something that affects the claimant\u2019s chances and available means for appeal or revision. (Overall, Greek courts traditionally apply a quite restrictive approach and are far less likely to award extensive amounts of damages than e.g. their U.S. counterparts.) To mitigate the foregoing to some extent, precisely and meticulously drafted clauses for liability and indemnity, appropriately adjusted to the Greek legal system and reality, can prove of paramount importance and are strongly advised, as they can help significantly with the arguments made before the court and can influence its ruling.<\/p>\n<p>As to mitigation, Greek law imposes a burden to mitigate damages (which can take the form of either contributory or, more commonly, comparative negligence) on multiple levels: the court may dismiss a claim for damages or reduce the amount awarded (often determined by the percentage and degree of the injured party\u2019s contributing fault in comparison to that of the tortfeasor) if it\u2019s determined that: (a) the injured party\u2019s own fault (intent (delict) or negligence, whether gross or not) contributed to the occurrence or the extent of the damages, or (b) the injured party failed to prevent or mitigate the damages incurred, or (c) the injured party failed to draw the tortfeasor\u2019s attention to the risk of an extraordinarily extensive damage, which the tortfeasor neither knew nor ought to have known. This burden often influences negotiation of indemnification provisions, encouraging parties to include clear contractual allocation of risks, as well as express acknowledgment of extraordinary or specific risks of significant damages, and to draft carefully worded clauses on liability and indemnity.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">How common is Warranty &amp; Indemnity (W&amp;I) insurance \/ representations and warranties insurance (RWI)? Describe any common issues that arise in connection with obtaining such insurance for an acquisition of a VC-backed Startup. Is Tax coverage obtainable from RWI\/W&amp;I policies? Are there any common exclusions?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>W&amp;I (R&amp;W) insurance is still extremely rare in the Greek M&amp;A Tech market and seldom available by Greek insurance companies as a product. Greek start-up acquisitions are typically small- or mid-market in size, with historically limited interest in W&amp;I, while Greek buyers operate in a market (Greece) where such insurance is quite rare and uncommon, if available at all. W&amp;I insurance is mostly found in cross-border M&amp;As and most of the time is procured by the buyer from a foreign insurance company. In addition, in Greek insurance practice, coverage can prove problematic (or be strongly contested by the Greek insurer), as insurance plans usually exclude intent (delict) and gross negligence (of the seller\/insured), while including a long list of duties and obligations which allow for rejection of claims and\/or cancellation of policy.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Briefly describe the antitrust regime in your jurisdiction, including the relevant thresholds for filing. Describe whether there has been any heightened scrutiny of technology companies.<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>The Greek antitrust regime is governed by Law 3959\/2011 (aligned with EU Merger Regulation). Concentrations must be notified to the Hellenic Competition Commission (HCC) if:<\/p>\n<ul>\n<li>The combined worldwide turnover of all undertakings exceeds \u20ac150 million, and<\/li>\n<li>At least two undertakings each achieve turnover in Greece above \u20ac15 million.<\/li>\n<\/ul>\n<p>The HCC applies a Phase I \/ Phase II review system similar to the EU. For start-ups, many acquisitions fall below the thresholds due to limited turnover, meaning no filing is required. However, if the target is part of a larger group or if the buyer is a major player, thresholds may be met.<\/p>\n<p>To date, there has been no systematic heightened scrutiny of tech companies in Greece beyond standard merger control, although EU-wide initiatives (e.g., Digital Markets Act, Digital Services Act, GDPR, EU AI Act) influence local practice. The HCC is aware of the importance of data-driven markets, but most Greek start-up exits have not triggered complex merger reviews due to their smaller size.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Briefly describe the foreign direct investment regime in your jurisdiction, including the relevant thresholds for filing. Describe whether there has been any heightened scrutiny of technology companies.<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Greece passed Law 5202\/2025 with immediate effect from its publication on 23 May 2025. Greece now has a formal, structured screening mechanism for foreign direct investments (FDI), aligned with EU Regulation 2019\/452. This law marks the transition of Greece from its previously fully unregulated regime to a robust model, especially for investments that might impact national security or public order.<\/p>\n<p>Foreign direct investment in Sensitive Sectors is subject to review when it concerns infrastructure, assets, goods, or services that are essential in the sectors of energy, transport, health, information and communication technologies, or digital infrastructure, and the participation in the target undertaking amounts to at least twenty-five percent (25%). Foreign direct investment is subject to review in the event of an increase of participation in the target undertaking to thirty percent (30%), forty percent (40%), fifty percent (50%), and seventy-five percent (75%).<\/p>\n<p>Foreign Direct Investment in Particularly Sensitive Sectors is subject to review for reasons of security or public order, when the participation in the target undertaking amounts to at least ten percent (10%) and the activity of the target undertaking relates to: a) Infrastructure, assets, technologies, goods, or services, including research and development services, in the sectors: aa) defense and national security, including: i) items listed in Annex I of Regulation (EU) 2021\/821 of the European Parliament and of the Council of 20 May 2021, setting up a Union regime for the control of exports, brokering, technical assistance, transit, and transfer of dual-use items (L 206) (Common List of Dual-Use Items subject to export controls),<br \/>\nii) equipment covered by Council Common Position 2008\/944\/CFSP of 8 December 2008 defining common rules governing control of exports of military technology and equipment (Common Military List of the European Union) (L 335), ab) cybersecurity, ac) artificial intelligence, b) port infrastructure, c) critical underwater infrastructure, and d) tourism infrastructure in border areas. Foreign direct investment is also subject to review in the event of an increase of participation in the target undertaking to twenty percent (20%), twenty-five percent (25%), thirty percent (30%), forty percent (40%), fifty percent (50%), sixty percent (60%), seventy percent (70%), and seventy-five percent (75%).<\/p>\n<p>With respect to technology companies, there is heightened scrutiny particularly when they operate in sectors like AI, cybersecurity, digital infrastructure, or telecommunications (all falling within \u201csensitive\u201d or \u201cparticularly sensitive\u201d categories). However, it is a very recent law, with the supporting administrative regulations and agencies still being developed, so the level of scrutiny in practice has yet to be confirmed.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Briefly describe any other material regulatory regimes \/ approvals that may apply in the context of an acquisition of a technology company.<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Beyond merger control, FDI and sector-specific regulations, other approvals in Greece may arise depending on the nature of the start-up\u2019s activities. Companies operating in regulated industries such as fintech, digital payments, telecoms, or health tech may require clearance from regulators like the Bank of Greece or the Hellenic Telecommunications and Post Commission (EETT).<\/p>\n<p>In general, regulatory hurdles for most early-stage tech companies are limited, but buyers should pay close attention to sector-specific licenses and EU-driven compliance frameworks.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Briefly describe any common issues that arise with respect to intellectual property, in the context of an acquisition of a technology company.<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Intellectual property (IP) is often the core asset in Greek technology companies, making its verification a priority in due diligence. Common issues include:<\/p>\n<ul>\n<li><strong>Ownership:<\/strong> ensuring that IP created by employees or contractors is properly assigned to the company. Under Greek law, IP created by employees in the course of employment generally vests in the employer, but contractors retain rights unless a clear written assignment exists.<\/li>\n<li><strong>Registration:<\/strong> patents, trademarks, and designs must be properly filed and maintained with the Greek Industrial Property Organisation (OBI) or EUIPO. Start-ups often neglect timely filings, creating risks for buyers.<\/li>\n<li><strong>Open-source software:<\/strong> use of open-source code without compliance with licensing terms is a frequent concern, as it may impact the company\u2019s ability to commercialise or protect its products.<\/li>\n<\/ul>\n<p>In M&amp;A transactions, warranties and indemnities relating to IP ownership, non-infringement, and freedom to operate are heavily negotiated. Buyers usually require confirmatory assignments at closing to ensure that all relevant rights are consolidated in the company.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Briefly describe the regulatory regime for data privacy in your jurisdiction and highlight any common issues that arise in the context of an acquisition of a technology company.<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Data privacy, and more specifically issues related to personal data protection, is mainly governed by the EU General Data Protection Regulation (Regulation 2016\/679 &#8211; GDPR), which outlines the uniform set of standards for the EU, supplemented by Greek Law 4624\/2019, which provides national rules in line with the requirements of the GDPR, adding specific provisions on employment data, the processing of sensitive categories of data, and the application of administrative fines, and designates the Hellenic Data Protection Authority (HDPA) as the competent supervisory authority. Apart from the GDPR, several EU instruments, transposed in the Greek legal system, are also relevant. Most notably, the ePrivacy Directive (2002\/58\/EC), implemented in Greece through Law 3471\/2006, which governs electronic communications, confidentiality, cookies, and direct marketing, and the Law Enforcement Directive (2016\/680\/EU), transposed also through Law 4624\/2019, which addresses processing of personal data by competent authorities for law enforcement purposes. These instruments are complemented by sector-specific rules, primarily on telecommunications, financial services, and health data.<\/p>\n<p>In practice, acquisitions in the technology sector frequently surface compliance concerns. Compliance with GDPR is a critical issue in acquisitions of technology companies, particularly those handling large volumes of customer or employee data. Common issues identified in due diligence include inadequate documentation, missing records, absence of Data Protection Impact Assessments, inadequate privacy policies, insufficient legal bases for processing, excessive processing of personal data or processing of personal data not directly relevant\/necessary for the purpose it is collected, secondary processing, lack of proper consent mechanisms, and failure to implement adequate technical and organisational security measures. Another frequent concern is non-compliance with cross-border data transfer rules, especially when start-ups use cloud service providers outside the EU. An additional problematic area, is that technology products or datasets incorporating personal data, cannot simply be \u201ctransferred\u201d as part of an asset or IP portfolio without ensuring GDPR compliance and safeguarding data subject rights.<\/p>\n<p>From a transactional perspective, buyers often require specific warranties on GDPR compliance, as fines from the Hellenic Data Protection Authority (HDPA) can be significant. In practice, data protection compliance is one of the top focus areas in Greek tech M&amp;A.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Briefly describe any common issues that arise with respect to employment laws, in the context of an acquisition of a technology company (e.g., contractor misclassification).<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Greek employment law is protective of employees, and employment-related risks are a recurring theme in tech acquisitions. A key issue is the misclassification of contractors as independent service providers when they function as employees under Greek law. Such misclassification can result in liability for unpaid social security contributions (payable by the employer, i.e. investment target), taxes, and employment rights (e.g., termination protections).<\/p>\n<p>Other common issues include non-compliance with working time rules, inadequate documentation of employment contracts, and failure to implement ESOPs in accordance with legal requirements. In acquisitions structured as asset deals, the EU \u201ctransfer of undertakings\u201d rules apply in Greece, meaning employees automatically transfer to the buyer with full rights preserved. Buyers must carefully assess these obligations, as failure to comply can result in significant liabilities.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Briefly describe any recommendations for dispute resolution mechanisms for M&amp;A transactions in your jurisdiction and highlight any common issues that arise in the context of an acquisition of a technology company.<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Greek M&amp;A agreements typically provide for arbitration or international arbitration (often under ICC, LCIA, or the Athens Chamber of Commerce rules) as the preferred dispute resolution mechanism. Arbitration offers neutrality, confidentiality, and faster resolution compared to Greek courts, which can be slow and less predictable.<\/p>\n<p>For purely domestic deals, Greek parties sometimes opt for local arbitration or exclusive jurisdiction of Greek courts, but international investors almost always push for arbitration seated outside Greece. Overall, arbitration remains the recommended mechanism for cross-border technology M&amp;A.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Briefly describe any special corporate or stamping formalities that transaction parties should make sure to plan for in your jurisdiction (notarization, etc.).<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>There are no special corporate formalities for the transfer of shares under Greek law, which follows international practice (approval by competent governance body, as set in law or the by-laws, execution by a duly authorized representative etc.). Notarization is not required (unless otherwise provided in the company\u2019s articles of incorporation) but was often opted for by the parties for evidentiary purposes. An earlier stamping formality has been abolished. Since the introduction of eIDAS and an official digital platform by the Greek State (gov.gr) allowing for digital certification of the signatories\u2019 identity (provided they have been registered with the Greek authorities for tax and administrative purposes) and timestamping, digital execution of the transfer agreement has met with steadily increasing use in practice. Depending on the legal form of the company, the share transfer may trigger certain publicity or other post-closing formalities, e.g. for Private Companies (IKE), share transfers must be filed with the General Commercial Registry (GEMI), as they require an amendment of the articles of incorporation (where all partners, i.e. holders of corporate units, must be mentioned by name). For Soci\u00e9t\u00e9s Anonymes (SA), transfer of registered shares generally requires endorsement and registration in the shareholders\u2019 book. On the other hand, in asset deals, the formalities depend heavily on the nature of each asset transferred and can vary significantly. E.g., for transfer of real-estate property, a notarial deed and registration with the Cadaster is required for completion, while transfer of other important assets (e.g. vessels, operating licenses, IPRs or licenses etc.) may be subject to special formalities. Overall, while Greece does not impose excessive or unusual formalities, careful attention to corporate filing requirements and applicable execution formalities is essential to ensure valid and enforceable transfers.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\r\n<div class=\"word-count-hidden\" style=\"display:none;\">Estimated word count: <span class=\"word-count\">5885<\/span><\/div>\r\n\r\n\t\t\t<\/ol>\r\n\r\n<script type=\"text\/javascript\" src=\"\/wp-content\/themes\/twentyseventeen\/src\/jquery\/components\/filter-guides.js\" async><\/script><\/div>"}},"_links":{"self":[{"href":"https:\/\/my.legal500.com\/guides\/wp-json\/wp\/v2\/comparative_guide\/122044","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/my.legal500.com\/guides\/wp-json\/wp\/v2\/comparative_guide"}],"about":[{"href":"https:\/\/my.legal500.com\/guides\/wp-json\/wp\/v2\/types\/comparative_guide"}],"wp:attachment":[{"href":"https:\/\/my.legal500.com\/guides\/wp-json\/wp\/v2\/media?parent=122044"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}