{"id":126472,"date":"2026-01-13T09:01:31","date_gmt":"2026-01-13T09:01:31","guid":{"rendered":"https:\/\/my.legal500.com\/guides\/?post_type=comparative_guide&#038;p=126472"},"modified":"2026-01-13T09:01:31","modified_gmt":"2026-01-13T09:01:31","slug":"greece-acquisition-finance","status":"publish","type":"comparative_guide","link":"https:\/\/my.legal500.com\/guides\/chapter\/greece-acquisition-finance\/","title":{"rendered":"Greece: Acquisition Finance"},"content":{"rendered":"","protected":false},"template":"","class_list":["post-126472","comparative_guide","type-comparative_guide","status-publish","hentry","guides-acquisition-finance","jurisdictions-greece"],"acf":[],"appp":{"post_list":{"below_title":"<div class=\"guide-author-details\"><span class=\"guide-author\">Zepos &amp; Yannopoulos<\/span><span class=\"guide-author-logo\"><img src=\"https:\/\/my.legal500.com\/guides\/wp-content\/uploads\/sites\/1\/2019\/03\/ZY-two-lines.jpg\"\/><\/span><\/div>"},"post_detail":{"above_title":"<div class=\"guide-author-details\"><span class=\"guide-author\">Zepos &amp; Yannopoulos<\/span><span class=\"guide-author-logo\"><img src=\"https:\/\/my.legal500.com\/guides\/wp-content\/uploads\/sites\/1\/2019\/03\/ZY-two-lines.jpg\"\/><\/span><\/div>","below_title":"<span class=\"guide-intro\">This country specific Q&amp;A provides an overview of Acquisition Finance 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\">What are the trends impacting acquisition finance in your jurisdiction and what have been the effects of those trends? Please consider the impact of recent economic cycles, Covid-19, developments relating to sanctions, and any environmental, social, and governance (\u201cESG\u201d) issues.<\/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>At the macroeconomic level, Greece\u2019s sustained economic growth and return to investment-grade sovereign ratings have strengthened market confidence and reduced financing costs, thus supporting acquisition financing activity.<\/p>\n<p>In the Greek banking sector, the full privatisation of the systemic banks and the continued consolidation have shifted the lender landscape, with Greek banks increasingly acting both as acquirers and funding sources in acquisition financings. At the same time, non-performing loas that were sold by Greek banks to private investors in the past are gradually becoming re-performing and therefore a new market of re-performing loans acquisitions is being created.<\/p>\n<p>The M&amp;A activity in the local market is currently primarily focused on energy\/renewables, financial services and technology sectors.<\/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\">Please advise of any recent legal, tax, regulatory or other developments (including any reforms) that will impact foreign or domestic lenders (both bank and non-bank lenders) in the acquisition finance market in your jurisdiction.<\/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>Further to the Foreign Direct Investment (FDI) regulation, namely Regulation (EU) 2019\/452, Greece has very recently enacted law 5202\/2025 implementing domestically such regulation and establishing a comprehensive national screening mechanism for foreign direct investment (FDI) on security and public\u2011order grounds. The law represents a significant milestone enhancing Greece\u2019s strategic oversight of foreign direct investment in sectors vital to national security and public order. Introducing meticulously defined criteria and transparent screening processes in line with EU standards, the law is expected to foster an environment where strategic national interests are preserved while still maintaining Greece\u2019s position as an attractive investment destination.<\/p>\n<p>The regime applies to investments in Greece, and, in defined cases, to investments in other EU member states subject to Greek assessment, targeting infrastructure, assets, goods, or services in sensitive sectors (e.g., energy, transport, health, ICT\/digital infrastructure) and particularly sensitive sectors (e.g., defense and national security, cybersecurity).<br \/>\nFDI is notifiable where the foreign investment is made in Greece by third\u2011country investors, as well as EU\u2011based investors that are controlled (directly or indirectly) by third\u2011country persons or governments, or in which (EU-based investor) such third\u2011country interests hold at least 10% for investments in particularly sensitive sectors. Exemptions include pure portfolio acquisitions, intra\u2011group restructurings that do not increase control or confer additional rights, and certain pending tenders or asset\u2011development contracts at the law\u2019s entry into force.<\/p>\n<p>Screening is conducted by an Interministerial Committee for the Screening of Foreign Direct Investments (FDISIC), supported by the Ministry of Foreign Affairs\u2019 B1 Division. Investors must file an application with supporting documentation prior to concluding the investment.<\/p>\n<p>It is evident that the new FDI regime is going to be a critical aspect in acquisitions, as all stakeholders, including the financiers of the deals will need to make sure that the closing is conditional upon obtainment of the FDI clearance.<\/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\">Please highlight any specific high level issues or concerns in your jurisdiction that should be considered in respect of structuring or documenting a typical acquisition financing.<\/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>Funding for acquisitions in Greece is often drawn through the issuance of bond loans considering among other factors that such type of financing (in the form of claims incorporated in transferrable securities called \u201cbonds\u201d) benefits in principle from \u2018stamp duty\u2019 exemption as well as from registration fees exemptions for those of the collaterals that need to be publicly registered in Greece. However, bond loans can only be issued by borrowers qualifying as soci\u00e9t\u00e9s anonymes. To be noted that payments of coupon (interest) under the bonds are, in principle, subject to a withholding tax of currently 15% in Greece (please refer to the tax section below for further information).<\/p>\n<p>Moreover, as analysed below under questions 14 and 15 (Credit Support for Acquisition Financings), lenders should be particularly aware of the financial assistance rules applying in Greece with respect to LBO financings, where the finance parties are seeking to get security from the target entity when assessing the security package of the deal.<\/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\">In your jurisdiction, due to current market conditions, are there any emerging documentary features or practices or existing documentary provisions\/features which borrowers or lenders are adjusting or innovating their interpretation of, or documentary approach to?<\/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>Yes. Following the enactment of Greek law 5123\/2024 in June 2025, which recently amended the framework governing the creation and perfection of all types of pledges in Greece, all pledge agreements must (a) be executed either as private documents bearing a certain date or as electronic documents (i.e., executed with a qualified electronic signature or through a certain accredited Greek electronic platform) and (b) be registered with the Single Electronic Register of Pledges (the Register), which serves as the central digital registry for all pledge rights. Registration of the pledge agreements with the Register, requires submission of an application to register, the process of which may take significant time given the backlog of the Register (e.g. we have seen this taking up to 2 months from the date of the application, even though we more regularly see this taking around 1 month). When the application is finally processed, the Register issues a certificate of registration proving the formal registration of the relevant security. The registration of the relevant security is however backdated at the time of the application to register. Given that this is a process outside of the control of the parties, borrowers and lenders are currently adjusting the finance documentation to provide that the conclusion of perfection of the security package will be a condition precedent to disbursement subject only to the completion of the registration to the Register which is provided only as a condition subsequent within a mutually agreed timeline.<\/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\">Has there been a prevalence of \u201cequity bidding\u201d in acquisition financing (i.e., signing the acquisition agreement prior to securing financing) with the expectation of securing financing shortly thereafter? If in the US, would Xerox language be included in the acquisition agreement?<\/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>What is more common in the local market is the \u2018\u2019refinancing\u2019\u2019 of a previously concluded (via equity) M&amp;A deal. The refinancing may not take place shortly after closing of the acquisition but may take longer to materialise. This is more often in deals where the buyers are foreign sponsors.<\/p>\n<p>In such circumstances, the acquisition agreement does not contain provisions directly anticipating the future financing. However, it is critical for the acquisition agreement to provide that the rights and claims of the buyer vis-\u00e0-vis the seller under such are assignable to prospective lenders of the buyer, otherwise an amendment or waiver from the seller would be required.<\/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\">Are there any notable trends in the use of certain financing structures (e.g., private credit vs syndicated vs high yield vs holdco vs mezzanine vs preferred, etc.) in your jurisdiction for acquisition financings?<\/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 absolute standard trend in leveraged buyouts is the set-up of the acquisition financing at the level of a Holdco with a parallel standby refinancing facility at the level of the Greek target. The acquisition is concluded with the funding at the Holdco level and subsequently Holdco absorbs the relevant tagert company by way of a reverse merger and the standvy refinancing facility is drawn to refinance (at that time) the acquisition facility. That is an indirect way to push down the acquisition debt.<\/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\">Has the use of technology (e.g., e-signatures, digital platforms for syndication, document automation, AI, etc.) impacted the documentation or execution of acquisition financings?<\/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 law, documents may be validly executed using electronic signatures and this method of execution is currently gaining momentum in the Greek market. In practice, agreements and other legally binding instruments should be executed with a qualified electronic signature, as defined in article 3(12) of Regulation (EU) 910\/2014 (the eIDAS Regulation) and article 2(20) of Greek law 4727\/2020 (the term in Greek is \u201c\u03b5\u03b3\u03ba\u03b5\u03ba\u03c1\u03b9\u03bc\u03ad\u03bd\u03b7 \u03b7\u03bb\u03b5\u03ba\u03c4\u03c1\u03bf\u03bd\u03b9\u03ba\u03ae \u03c5\u03c0\u03bf\u03b3\u03c1\u03b1\u03c6\u03ae\u201d). The principal reason is that a qualified electronic signature has the same legal effect as a handwritten signature and must be recognised by public authorities, courts, and private parties. When a document signed with a qualified electronic signature is printed, the hard copy should bear a certification by an administrative authority, a Citizens\u2019 Service Centre (KEP), or a lawyer confirming that it is identical in content to the electronic original. The most relevant provisions are article 25 of the eIDAS Regulation and articles 15 and 16 of Greek law 4727\/2020.<\/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 the legal and regulatory requirements for banks and non-banks to be authorised to provide financing to, and to benefit from security provided by, entities established in your jurisdiction?<\/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 provision of loans or other forms of credit \/ financing, in a professional capacity, in Greece is a regulated activity, which is allowed only to duly licensed credit institutions (i.e. credit institutions established in Greece and authorised by the European Central Bank (ECB)\/Bank of Greece (BoG), or licensed credit institutions established in other EU member states having obtained the EU passport to offer services in Greece). Other financial institutions licensed by the BoG or benefiting from the EU passport may also provide, under certain conditions, loans or other forms of credit.<\/p>\n<p>Credit institutions benefit from specific provisions facilitating the creation and enforcement of pledge on assets.<\/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\">Are there any laws or regulations which govern the advance of loan proceeds into, or the repayment of principal, interest or fees from, your jurisdiction in a foreign currency?<\/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 advance of loan proceeds and\/or the repayment of principal, interest or fees in a foreign currency in Greece may be validly agreed between the parties. The Greek Civil Code provides that unless otherwise agreed between the parties, the debtor is entitled to pay in EUR on the basis of the current value of the foreign currency in Greece at the time payment has to be made.<\/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\">Are there any laws or regulations which limit the ability of foreign entities to acquire assets in your jurisdiction or for lenders to finance the acquisition of assets in your jurisdiction? Please include any restrictions on the use of proceeds.<\/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>Please refer to our answer under Question 2, with respect to the newly established FDI regime in Greece.<\/p>\n<p>Specific requirements may be also applicable in relation to certain assets owned by regulated companies.<\/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 does the security package typically consist of in acquisition financing transactions in your jurisdiction and are there any additional security assets available to lenders?<\/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>Security package typically consists of pledge over target\u2019s shares, bank accounts and intra-group shareholder loan claims. Subject to whitewash proceedings in respect of financial assistance limitations, lenders can also take security over the target\u2019s claims and assets, such as on claims arising from intragroup loans and insurance policies, or over non-consumer trade receivables, as well as on the target\u2019s real estate properties and lease receivables arising under lease agreements of the target with its lessees (if any).<\/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\">Does the law of your jurisdiction permit (i) floating charges or any other universal security interest and (ii) security over future assets or for future obligations?<\/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 law permits floating charges which can only be granted from businesses to businesses. Floating charge may be granted over movable assets and pools of claims and remains floating until default or an agreed event that leads to the crystallization of the floating charge. Security over future assets and claims is also permitted under Greek law as long as these are defined or, at least, definable at the time.<\/p>\n<p>What is not conceivable under Greek law is a general deed of charge over all assets and claims of a company as a whole. Security needs to be granted on an asset\/claim by asset\/claim basis, either as a fixed charge or as a floating charge.<\/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\">Do security documents have to (by law) include a cap on liabilities? If so, how is this usually calculated\/agreed?<\/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>Cap on secured liabilities is not required under Greek law. It is rather a commercial discussion between the parties to agree on a cap amount on the secured 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\">What are the formalities for taking and perfecting security in your jurisdiction and the associated costs and timing? If these requirements are different for different asset classes, please outline the main points to note for each of these briefly.<\/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>Following the enactment of Greek law 5123\/2024, which recently amended the framework governing the creation and perfection of all types of pledges in Greece, all pledge agreements must (a) be executed either as private documents bearing a certain date (which is usually obtained by virtue of the documents privately signed being served via a duly instructed court bailiff) or as electronic documents (i.e., executed with a qualified electronic signature or through a certain accredited Greek electronic platform) and (b) be registered with the Single Electronic Register of Pledges (the Register), which serves as the central digital registry for all pledge rights. Registration with the Register is not required where the pledge is established over claims arising from the pledgor\u2019s bank accounts and the pledgee is the account bank with which such accounts are maintained.<\/p>\n<p>Depending on the type of security granted, additional formalities apply to the perfection of a pledge agreement:<\/p>\n<p>(a) Pledge over claims (e.g., claims arising from bank accounts, intragroup loans, lease agreement, insurance policies): the debtor of the pledged claim must be notified of the pledge, either by service of process through a court bailiff or by any electronic means constituting a \u201cdurable medium,\u201d such as email. Notification is not required if the debtor is also the pledgee, the collateral taker (i.e. a collateral taker acting on behalf of other secured creditors), or otherwise a party to the pledge agreement.<\/p>\n<p>(b) Pledge over shares or bond certificates (where the pledge secures claims arising from intragroup loans): for evidentiary purposes, the pledge should also be registered with the shareholders\u2019 book or the bondholders\u2019 registry, as applicable, and the share or bond certificates, as applicable, to the extent not dematerialised, should be duly annotated with the pledge.<\/p>\n<p>(c) Prenotation of mortgage: In the case of a consensual prenotation, a lawyer\u2019s act is stamped by the Court of First Instance in accordance with applicable law; in all other cases, a court decision is issued. In both cases, the lawyer\u2019s act or the court decision must be registered with the competent cadastral office or land registry.<\/p>\n<p>(d) Mortgage Deed: Signing a notarial deed (or following a court decision or by application of law in certain limited cases) and registration of the notarial deed (or court decision) with the competent land registry\/cadastral office.<\/p>\n<p>(e) Movable assets (notional) pledge\/floating charge: registration of a special form evidencing the movables or claims encumbered with the competent public registry (namely, the Register of the registered seat of the pledgor).<\/p>\n<p>In all instances, the cost for the court bailiff service is approximately \u20ac50, whereas for the required registration of the collaterals with the Register fees apply which however are yet to be determined by virtue of an official decision of Greek Cadastre which is expected to be issued within January 2026. Until issuance of such decision, the previous regime is considered to still apply, i.e. registration fees apply and are proportional to the secured amount for all types of collaterals (currently c. 0.775% of the secured amount). However, if the relevant security is provided as collateral for a bond loan financing, then a nominal flat fee of \u20ac100\/registration will only apply by operation of law, instead of the proportional registration fee and that will be the case for all and any types of collateral.<\/p>\n<p>As regards the mortgage deeds, whereby a public notary needs to be involved, the notarial fees are in the range of 0.2% \u2013 1% of the secured amount. However, if the notarial mortgage deed is provided as collateral for a bond loan financing, then a nominal flat fee of \u20ac2,500\/notarial deed will only apply by operation of law.<\/p>\n<p>Finally, as regards the judicially driven process of a prenotation of mortgage, the judicial costs would amount to approximately \u20ac300.<\/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\">Are there any limitations, restrictions or prohibitions on downstream, upstream and cross-stream guarantees in your jurisdiction? Please also provide a brief description of any potential mitigants or solutions to these limitations, restrictions or prohibitions.<\/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>Said guarantees are considered as \u201crelated party transactions\u201d and, in order to be validly granted, a special corporate approval process is required. The Board of Directors of the company granting the guarantee must approve the transaction prior to its conclusion and proceed with publication of the approval with the commercial registry. The guarantee may be validly granted either (a) following the lapse of a 10 days period from the publication, within which shareholders holding 1\/20 of the company\u2019s shares may challenge the approval, or (b) following the attainment of the written consent of all shareholders of the company, waiving their right to challenge the approval process.<\/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\">Are there any other notable costs, consents or restrictions associated with providing security for, or guaranteeing, acquisition financing in your jurisdiction?<\/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 cases of non-bank loans, digital transaction duty (a duty that is similar to \u2018stamp duty\u2019) may be triggered. Please refer to the tax section below for further information.<\/p>\n<p>Additionally, please note the analysis under Question 14 above for registration costs.<\/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\">Is it possible for a company to give financial assistance (by entering into a guarantee, providing security in respect of acquisition debt or providing any other form of financial assistance) to another company within the group for the purpose of acquiring shares in (i) itself, (ii) a sister company and\/or (iii) a parent company? If there are restrictions on  granting financial assistance, please specify the extent to which such restrictions will affect the amount that can be guaranteed and\/or secured.<\/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 strict conditions that need to apply, for a company to validly provide financial assistance for the acquisition of shares in itself or its sister\/parent companies within the same group.<\/p>\n<p>Under Greek law, in order for a Greek company to validly grant guarantee and\/or security on its assets to secure debt which was drawn by any party to finance the acquisition of such company\u2019s shares or the shares of such company\u2019s parent entities, as the case may be, the company shall maintain a non-distributable reserve in the liabilities\u2019 section of its balance sheet being equal to the guaranteed\/secured amount. In addition, in no case shall the guaranteed\/secured amount be such to turn the company\u2019s net equity to an amount lower than its paid-up share capital increased by the non-distributable reserves.<\/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\">If there are any financial assistance issues in your jurisdiction, is there a procedure available that will have the effect of making the proposed financial assistance possible (and if so, please briefly describe the procedure and how long it will take)?<\/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>Yes, whitewash procedure can be applied with respect to financial assistance limitations, provided that the financial assistance statutory limit mentioned above is always met and also provided that, financially, the non-distributable reserve can be viably kept in the company\u2019s financial statements. In particular, the enhanced majority of the company\u2019s shareholders must approve the financial assistance in advance by virtue of a general meeting. The board of directors of the company must produce and submit to said meeting a report, explaining, among others, the overall transaction and the terms thereof and any risks for the company\u2019s solvency. The board of directors\u2019 report is published in the commercial registry. The overall timeline of the process depends on how quickly the relevant corporate formalities can be complied with, i.e. the invitation for the general meeting and the meeting of the board of directors, as well as completion of the latter\u2019s report and presentation to the general meeting of shareholders.<\/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\">If there are financial assistance issues in your jurisdiction, is it possible to give guarantees and\/or security for debt that is not pure acquisition debt (e.g. refinancing debt) and if so it is necessary or strongly desirable that the different types of debt be clearly identifiable and\/or segregated (e.g. by tranching)?<\/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>Guarantees and security may be granted for non-acquisition debt, subject to corporate approval. In case of different types of debt, these should be clearly segregated so that the guarantee\/security refers to non-acquisition debt and this is usually achieved through appropriate tranching of the debt, i.e. the relevant securities\/guarantees to be provided to secure those of the tranches only that are not relevant to acquisition debt.<\/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\">Does your jurisdiction recognise the concept of a security trustee or security agent for the purposes of holding security, enforcing the rights of the lenders and applying the proceeds of enforcement? If not, is there any other way in which the lenders can claim and share security without each lender individually enforcing its rights (e.g. the concept of parallel debt)?<\/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>With the exception of the Greek bond loan structures, whereby the concept of the bondholder agent (effectively acting as security trustee for all finance parties) is directly recognised by operation of law, the concept of trust is not recognised generally under Greek laws. Therefore, in non-Greek bond loan structures, lenders may share security on a joint and several basis under a parallel debt structure, pursuant to which the debtor undertakes to pay to the agent\/trustee, as creditor in its own right, an amount equal to the aggregate amounts owed to the creditors. Such amount is automatically decreased and discharged to the extent the debt owed to the creditors is discharged.<\/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\">Does your jurisdiction have significant restrictions on the role of a security agent (e.g. if the security agent in respect of local security or assets is a foreign entity)?<\/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>With respect to the role of the bondholders\u2019 agent in Greek bond loan structures, Greek law provides that the relevant person must be an entity licensed as a credit institution or an affiliate of such, a licensed loans servicing company, a licensed investment services firm, a central securities depository, a licensed alternative investments fund manager, a venture capital fund manager or a multilateral development bank of article 117 of the EU Regulation no. 575\/2013. However, if the relevant bond loan facility is not syndicated and there is only one bondholder at any time, the latter can be the agent holding the security for itself without the need for a regulated institution to undertake such role.<\/p>\n<p>As regards non-Greek bond loan structures, there is no restriction with respect to the identity of the security trustee (or parallel debt holder under a parallel debt structure).<\/p>\n<p>To be noted however, that should the finance parties wish to have the benefits of the financial collateral directive governing the provision of certain eligible securities to be granted in Greece, the holder of the relevant security interests (i.e. the collateral holder security trustee) is required to be either a regulated credit or financial institution, or a multilateral development bank, or a national central bank or the European Central Bank, or, at least, any legal entity that pursuant to its constitutional documents is able to represent as trustee several bondholders or holders of security under other types of secured lending.<\/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\">Please provide the main differences and considerations between bank loan financing and high yield bond\/note financing for acquisition purposes in your jurisdiction, and how do they affect the structuring and documentation of the 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>Bank Loans in Greek acquisition financing are typically LMA\u2011style, floating\u2011rate and heavily covenanted, with ongoing maintenance tests, tighter controls over disposals, debt and liens, and robust information undertakings. High yield notes are fixed\u2011rate, longer\u2011tenor instruments with incurrence\u2011based covenants, allowing greater operating flexibility but imposing restricted payments, debt baskets and asset sale reinvestment or offer mechanics. Bank loans are traditionally project\/acquisition specific, whilst high yield notes are issuances destined to cover several projected acquisitions of the pertinent corporate group. Whilst bank loans are provided at the level of a Holdco and\/or target companies (in leveraged financings), high yield notes are typically structured as corporate issuances at group level with the funds subsequently streamed down to the relevant special purpose entities\/holdcos to perform specific acquisitions. Bank loans are subscribed by way of private placement whilst high yield notes are usually offered to the public\/institutional investors and are commonly listed on a regulated market or a multilateral trade facility. An offering memorandum is issued in connection with the high yield issuances.<\/p>\n<p>As a general remark, we note that pure dedicated high-yield issuances specifically for acquisition financing remain relatively much less frequent in Greece compared with bank debt.<\/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 loan transfer mechanisms that exist in your jurisdiction and how the benefit of the associated security package can be transferred.<\/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 principle, the whole contractual relationship of loans (i.e. including both the obligations to fund and the claims to the pertinent receivables) may only be transferred to regulated entities licensed to provide financing. However, the rights and claims under loans may be transferred to any third parties through either true sale securitisation transactions or direct sales. In case the rights and claims transferred have arisen from banking loans and credits, the acquirer of the claims is necessary to appoint a licensed servicer of loans and credits active in the Greek market and supervised by the Bank of Greece to perform the servicing of the relevant receivables and securities vis-\u00e0-vis the obligors.<\/p>\n<p>As regards security package under Greek civil code, the collaterals are always ancillary to the main claims under the loan and credits and thus, are transferred automatically by operation of law with the transfer of the main credit claim, however, certain actions may need to be taken with respect to formalities (e.g. change of the beneficiary name in public registries for those of the securities that require registration in public registries).<\/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 the rules governing the priority of competing security interests in your jurisdiction? What methods of subordination are used in your jurisdiction and can the priority be contractually varied? Will contractual subordination provisions survive the insolvency of a borrower incorporated in your jurisdiction?<\/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 legislative framework distinguishes between (a) claims with a general privilege (i.e. secured with a general privilege which applies by operation of law, the Preferred Creditors), (b) claims with a special privilege (i.e. secured by pledge or mortgage, the Secured Creditors) and (c) unsecured claims (the Unsecured Creditors).<\/p>\n<p>In case all three classes of creditors exist, the auction proceeds are allocated to the various classes of creditors as follows: (a) up to 65% to the Secured Creditors, (b) up to 25% to the Preferred Creditors, and (c) up to 10% to the Unsecured Creditors. In case of concurrence of Preferred Creditors and Secured Creditors only, Secured Creditors are entitled to up to 2\/3 and Preferred Creditors up to 1\/3.<\/p>\n<p>In case of concurrence of Secured Creditors and Unsecured Creditors only, Secured Creditors are entitled to up to 90% and Unsecured Creditors up to 10%. In case of concurrence of Preferred Creditors and Unsecured Creditors only, Preferred Creditors are entitled to up to 70% and Unsecured Creditors up to 30%.<\/p>\n<p>For new financings (following 17.01.2018) special rules apply by virtue of which employees\u2019 claims are satisfied first with a specific cap set in law whereas Secured Creditors follow, essentially preceding all other creditors\u2019 classes.<\/p>\n<p>Subordination agreements can be concluded but these will not affect the Preferred Creditors, in the sense that the relevant contractual provisions will survive the insolvency of the debtor, but they can only affect the priority between secured creditors or subordination of unsecured claims to secured ones. Subordination agreements usually take the form of intercreditor agreements between secured and unsecured creditors of the borrowing entity.<\/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\">Is there a concept of \u201cequitable subordination\u201d in your jurisdiction whereby loans provided by a shareholder (as a creditor) to a company incorporated in your jurisdiction are subordinated by law upon insolvency of that company in your jurisdiction?<\/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 principle ranking of creditors depends on whether they are secured or have a statutory privilege. However, in legal theory and jurisprudence it has been supported that in certain cases, where a company is on purpose insufficiently capitalized by its shareholders leading finally to the company\u2019s insolvency, shareholders\u2019 loans should be treated as share capital instead of debt, on the basis of abusive exercise of rights, and thus should be subordinated to other creditors\u2019 claims.<\/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\">Does your jurisdiction generally (i) recognise and enforce clauses regarding choice of a foreign law as the governing law of the contract, the submission to a foreign jurisdiction and a waiver of immunity and (ii) enforce foreign judgments?<\/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 courts recognise choice of foreign law clauses in the context of Rome I Regulation ((EU) 593\/2008).This is only subject to the requirement that such law should not be considered to be contrary to Greek public policy, or Greek norms of immediate application, and that, under the Greek rules on conflicts of laws, certain matters such as those relating to capacity, are excluded from the choice of law.<\/p>\n<p>Submission to foreign jurisdiction is also recognised by Greek courts on the basis of Regulation (EU) 1215\/2012, save for injunctive relief measures that Greek courts may impose irrespective of the law governing the relationship between the parties. Civil judgments issued in a member state of the EU (other than Denmark) are enforceable in Greece on the basis of the Regulation (EU) 1215\/2012) without such judgments being required to be declared enforceable by a Greek court. Civil judgments issued in a third country may be enforced in Greece, following a decision of a Greek court which declares such judgements enforceable, on the basis of either a bilateral or multilateral convention with European Union or the Hellenic Republic, or the relevant provisions of the Greek Code of Civil Procedure.<\/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 the requirements, procedures, methods and restrictions relating to the enforcement of collateral by secured lenders in your jurisdiction?<\/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>As a general rule, a creditor must issue an enforceable title (e.g. a final and unappealable court decision or a final payment order issued by virtue of a quasi-judicial process based on documents submitted to a judge without a court hearing taking place) in order to proceed with enforcement on the collateral. Such enforcement title shall be served via court bailiff to the debtor along with an order for payment of the secured, due and outstanding claim. Following the lapse of a 3 business days period, the creditor may proceed with seizure of the assets forming part of the collateral and the scheduling of a public auction, which is to be conducted electronically.<\/p>\n<p>Said procedural requirements do not apply in respect of enforcements of financial collaterals falling within the scope of the financial collateral directive. Further, in cases where a pledge is established pursuant to legislative decree under n. 17.7\/13.8.1923, which applies, as a rule of thumb, to creditors constituting credit institutions operating lawfully in Greece or in case of collateral securing bond loans issued under Greek law, issuance of an enforceable title is not required, whilst the creditor may proceed with the publication of a notice for the public auction immediately (i.e. 3 business days window is not applicable).<\/p>\n<p>In case of a pledge\/assignment over the project company\u2019s receivables and claims arising from bank accounts and any contracts of the project company, the relevant pledgee may, upon the claim becoming due and payable, collect the monies due from the project company\u2019s counterparty directly, without any judicial procedure.<\/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 the insolvency or other rescue\/reorganisation procedures in your jurisdiction?<\/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>Out-of-court Settlement of debt: Debt restructuring agreement is concluded between the debtor and certain creditors (financial institutions, the Greek State and social security institutions) through an electronic platform following the submission of a relevant application. No court ratification is required.<\/p>\n<p>Rehabilitation Procedure: Rehabilitation agreement is concluded between the debtor and its creditors, including a business plan, which must be ratified by the court.<\/p>\n<p>Bankruptcy: Liquidator with a purpose to liquidate the bankruptcy estate through a public auction is appointed by the court (and nominated by creditors). Under certain conditions, the creditors may request the debtor\u2019s asset liquidation either as a whole or in operational parts (instead of a piece-meal liquidation).<\/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\">Does entry into any insolvency or other process in your jurisdiction prevent or delay secured lenders from accelerating their loans or enforcing their security in your jurisdiction?<\/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 general, going concern procedures may delay enforcement, namely:<br \/>\nOut-of-Court Settlement of debt: Following the filing of an out-of-court settlement application, any enforcement measures against the debtor with respect to the claims for which the out of court settlement is sought, as well as the process set out in the Code of Conduct (governing the communications of the credit and financial institutions with their borrowers), are suspended. However, auctions already scheduled within 3 months from the submission of the application as well as any preparatory enforcement actions by secured creditors (including seizures) are not suspended. The suspension is automatically lifted in case that a settlement proposal is not finally submitted and the respective decision is disclosed to the debtor or in any other case that the out of court settlement attempt is considered unsuccessful.<\/p>\n<p>Rehabilitation Procedure: Following the submission of the relevant application to the court, any enforcement and interim injunction measures against the debtor are suspended. Financial collateral takers are excluded from the suspension. Upon ratification of the rehabilitation plan, such plan is binding upon all creditors, whose claims are regulated therein, including any non-participating creditors (but is not binding on creditors whose claims have arisen after the decision ratifying the rehabilitation plan and on financial collateral takers).<\/p>\n<p>Bankruptcy: Following the submission of a petition in relation to the declaration of the debtor as bankrupt, any party having a legitimate interest may request from the court to impose any measure in relation to the bankrupt debtor\u2019s property (such as suspension of enforcement measures). Secured creditors (including financial collateral takers) are in principle excluded from this suspension. Following the court decision on bankruptcy declaration, all individual enforcement measures are suspended; however, in piece-meal liquidations (i.e. liquidations of individual assets of the bankrupt borrower as opposed to liquidation of its business as a whole going concern), secured creditors may proceed with enforcement of their collaterals within 9 months from the issue of the decision declaring the borrower bankrupt. Financial collateral takers are excluded from the suspension and may proceed with enforcement of the collateral.<\/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\">In what order are creditors paid on an insolvency in your jurisdiction and are there any creditors that will take priority to secured creditors?<\/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 ranking rules in case of insolvency are aligned with the provisions regarding individual enforcement (for which please refer to question no. 24). Further, senior general privileges are introduced in relation to claims arisen mainly from financing facilities within the context of the rehabilitation procedure aiming to financially support the continuation of the debtor\u2019s business (the so-called DIP Financing privilege).<\/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\">Are there any hardening periods or transactions voidable upon insolvency in your jurisdiction?<\/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 period between the actual commencement of the cessation of payments and the declaration of bankruptcy by the insolvency court is considered as the \u201chardening period\u201d. It is statutorily provided that the hardening period cannot date back longer than 2 years from the decision of the insolvency court. Transactions entered into by the bankrupt debtor within said period which are deemed to be detrimental to the debtor\u2019s creditors such as donations, payments of obligations that were not due and payable must be mandatorily revoked by the insolvency court; whilst all contracts (including provision of guarantees and collaterals) and all payments of obligations that were due and payable to third parties within the hardening period, are revocable at the insolvency court\u2019s discretion, provided however that both the third party was aware of the debtor\u2019s cessation of payments and that such payment was detrimental to the debtor\u2019s creditors. Financial collateral agreements under Law 3301\/2004 cannot be revoked solely on the grounds that they have been concluded during the hardening period.<\/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\">Are there any other notable risks or concerns for secured lenders in enforcing their rights under a loan or collateral agreement (whether in an insolvency or restructuring context or otherwise)?<\/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>Secured lenders should take into account that debtors are generally entitled pursuant to the Greek code of civil procedure to challenge the enforcement proceedings against them and request the suspension or annulment of proceedings, to the extent they are able to prove in the courts that the claims raised against them were not valid or there were miscalculated or even that the relevant creditors pursued their claims on an abusive manner. According to the Greek Civil Code the abusive exercise of rights is forbidden, and such rule has been applied by Greek courts in cases where a lender may have contractually the right to pursue its claims but the manner pursuant to which its claims are in fact pursued is considered abusive as contrary to the principles of good faith and morals.<\/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\">Please detail any taxes, duties, charges or related considerations which are relevant for lenders making loans to (or taking security and guarantees from) entities in your jurisdiction in the context of acquisition finance, including if any withholding tax is applicable on payments (interest and fees) to lenders and at what rate.<\/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>Loans concluded on or after 1 December 2024 are subject to Digital Transaction Duty. The duty in business transactions is generally 2.40% of principal and 3.60% in residual cases (e.g., where neither party is a business or legal entity), capped at \u20ac150,000 per loan; interest is not subject to the duty. Key exemptions include bank loans (including loans by foreign banks), bond loans, certain loans connected to a borrower\u2019s permanent establishment abroad, and loans granted under Hellenic Development Bank programs. The duty generally applies regardless of where the contract is signed if a party is Greek tax resident or has a Greek permanent establishment connected to the transaction.<\/p>\n<p>Further, a banking levy is computed annually at a rate which is in principle 0.6% in respect of loans and credit granted by credit institutions. Bonds issued by Greek soci\u00e9t\u00e9s anonymes are however exempt from such banking levy.<\/p>\n<p>The domestic rate of withholding tax on interest is 15%. Such rate can be reduced or eliminated under applicable treaties for the avoidance of double taxation where the beneficial owner of the interest is tax resident in a relevant treaty jurisdiction. Interest withholding tax is eliminated in case of payments to EU qualifying parent companies subject to a minimum shareholding of 25% for 24 months. Interest payable to banks is not subject to withholding tax except where it is paid in respect of bonds held by them as bondholders.<\/p>\n<p>Interest payments on corporate bonds, admitted for trading on a trading venue, as defined in the Directive on markets in financial instruments (2014\/65) (MiFID 2), within the European Union, or in a regulated market outside the European Union supervised by an authority accredited by the International Organisation of Securities Commission (IOSCO), effected as of 1 January 2020 and received by individuals or legal entities that are non-Greek tax residents and do not maintain a Greek permanent establishment to which the interest is attributable, are exempt from interest withholding tax. If received by private individuals that are tax resident in Greece, they are subject to withholding tax at 5% instead of 15%.<\/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\">Are there any other tax issues that foreign lenders should be aware of when lending into your jurisdiction?<\/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 key issues that should be considered by foreign lenders are the digital transaction duty, withholding tax and banking levy issues addressed under question no. 33. On a case-by-case basis, foreign lenders may need to be aware of other tax implications that may affect the cost of financing structures, such as restrictions on the deductibility of financing expenses on the part of the borrower, including interest limitation and other anti-tax avoidance rules or the triggering of interest withholding tax obligations irrespective of actual cash payments.<\/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 is the regulatory framework by which an acquisition of a public company in your jurisdiction is effected?<\/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>Takeover bids for the purchase of shares of companies listed on the Athens Exchange are regulated by Greek law 3461\/2006 on takeover bids, as amended and in force (Law 3461), implementing in Greece Directive 2004\/25\/EC on takeover bids. \u0391 (domestic or cross-border) merger of a public company in accordance with Greek law 4601\/2019 may be also relevant depending on the structure of the transaction 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 the key milestones in the timetable (e.g. announcement, posting of documentation, meetings, court hearings, effective dates, provision of consideration, withdrawal conditions)?<\/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;\"><table>\n<tbody>\n<tr>\n<td colspan=\"2\">STEP<\/td>\n<td colspan=\"2\">TIMING<\/td>\n<\/tr>\n<tr>\n<td>1.<\/td>\n<td>Decision of the offeror to launch a voluntary takeover bid\u00a0<strong>or<\/strong><\/p>\n<p>Acquisition of securities which triggers the obligation to launch a mandatory takeover bid.<\/td>\n<td>N\/A<\/td>\n<td><\/td>\n<\/tr>\n<tr>\n<td>2.<\/td>\n<td>Notification of the offeror to the Hellenic Capital Market Commission (HCMC) and the Board of Directors (BoD) of the target company, along with the draft of the tender offer information memorandum that the offeror must prepare.<\/p>\n<p>The information memorandum includes the information which is necessary for the addressees to form an opinion on the offer and is signed by the advisor of the offeror, that may be a credit institution or an investment firm that is authorised to provide in Greece or in the EU the investment service of underwriting of financial instruments.<\/td>\n<td>-The same day with Step 1 in case of a voluntary takeover bid<\/p>\n<p>-20 days (or 30 days in case a valuation report is required) from the acquisition in case of a mandatory takeover bid<\/p>\n<p>&nbsp;<\/td>\n<td><\/td>\n<\/tr>\n<tr>\n<td>3.<\/td>\n<td>Announcement of the takeover bid to the public.<\/td>\n<td>The next business day from Step 2 before the opening of the market<\/td>\n<td><\/td>\n<\/tr>\n<tr>\n<td>4.<\/td>\n<td>Approval of the information memorandum by the HCMC.<\/td>\n<td>Within 10 (or 20 in case non listed securities are offered as consideration) business days from the submission of the final draft information memorandum.<\/td>\n<td><\/td>\n<\/tr>\n<tr>\n<td>5.<\/td>\n<td>Publishing of the information memorandum and its submission to the target company at the same time.<\/td>\n<td>Within 3 business days from its approval by the HCMC<\/td>\n<td><\/td>\n<\/tr>\n<tr>\n<td>6.<\/td>\n<td>Announcement of the offeror to the public of the means of access to the information memorandum.<\/td>\n<td>On the date of publishing the information memorandum<\/td>\n<td><\/td>\n<\/tr>\n<tr>\n<td>7.<\/td>\n<td>Submission of the information memorandum to the employees of the offeror and the target company.<\/td>\n<td>On the date of publishing the information memorandum<\/td>\n<td><\/td>\n<\/tr>\n<tr>\n<td>8.<\/td>\n<td>Submission to the HCMC of the justified opinion of the target company\u2019s BoD on the offer. Such opinion is followed by a detailed report of a financial advisor.<\/td>\n<td>Within 10 days from the publishing of the information memorandum<\/td>\n<td><\/td>\n<\/tr>\n<tr>\n<td>9.<\/td>\n<td>Acceptance period: The acceptance period starts from the publishing of the information memorandum and may not be shorter than 4 weeks or longer than 8 weeks. The HCMC may, following a request from the offeror which must be submitted 2 weeks before the end of the acceptance period, extend by its decisions the acceptance period for up to 2 weeks.<\/td>\n<td>4-8 weeks<\/td>\n<td><\/td>\n<\/tr>\n<tr>\n<td>10.<\/td>\n<td>Notification of the opinion of the target company\u2019s BoD to the employees of the target company. Where the BoD receives, within time, a separate opinion from the employees\u2019 representatives as regards the consequences of the takeover bid on the employment, such opinion is attached to its justified opinion.<\/td>\n<td>Same date as in Step 8 above<\/td>\n<td><\/td>\n<\/tr>\n<tr>\n<td>11.<\/td>\n<td>Submission of revised bid by the offeror (if applicable). The offeror may revise the conditions of the bid and submit a revised bid. Such a revision of the conditions of the bid may include the modification of the offered consideration as well as the decrease of the minimum number of shares which, in the case of a voluntary takeover bid, must be offered (as a condition) in order for the offer to be valid. The revised bid is submitted for approval to the HCMC, is notified at the same time to the BoD of the target company and is published within the next business day. The HCMC decides on the revised bid within 2 business days from its submission.<\/td>\n<td>At least 5 business days prior to the expiration of the acceptance period<\/td>\n<td><\/td>\n<\/tr>\n<tr>\n<td>12.<\/td>\n<td>Announcement of the results of the bid to the public and representatives of the employees.<\/td>\n<td>The offeror must publish the results of the bid to the public within 2 business days after the expiry of the acceptance period and notify them to the employees<\/td>\n<td><\/td>\n<\/tr>\n<tr>\n<td>13<\/td>\n<td>Transfer of the shares tendered to the offeror. The transfer takes place through an OTC transaction between the transfer agent and the offeror.<\/td>\n<td>As soon as possible following Step 12<\/td>\n<td><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\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 is the technical minimum acceptance condition required by the regulatory framework? Is there a squeeze out procedure for minority hold outs?<\/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>No technical minimum acceptance conditions are required by the regulatory framework.<\/p>\n<p>The law provides for a squeeze-out right in favour of an offeror that, following the submission of the bid to all the shareholders for the total of the target company\u2019s shares, holds at least 90% of the voting rights in the target company. More specifically, in this case, the offeror may require all the holders of the remaining securities to transfer to the offeror those securities within 3 months of the end of the acceptance period, provided that the right of the offeror to exercise the squeeze-out has been set out in the information memorandum.<\/p>\n<p>The holders of the shares which are transferred to the offeror may challenge the amount of the offered consideration within 6 months as of the announcement of the transfer. However, the filing of such a petition does not prevent or suspend the transfer of the shares. The law provides equally for a sell-out right in the context of a takeover bid. Such a right is provided in favour of the minority shareholders that remain in the target company where the offeror acquires more than 90% of its voting rights and imposes an obligation to the offeror to acquire their securities if they wish to sell them for a consideration equal to that offered in the initial bid.<\/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\">At what level of acceptance can the bidder (i) pass special resolutions, (ii) de-list the target, (iii) effect any squeeze out, and (iv) cause target to grant upstream guarantees and security in respect of the acquisition financing?<\/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>Special resolutions of shareholders\u2019 general meeting (such as change of corporate object, (ordinary) share capital increase or decrease, merger, revival, change of the method of profit distribution etc.) require by law increased quorum (i.e. \u00bd of the total share capital, or in case of iterative meeting 1\/5 of the total share capital) and majority (i.e. 2\/3 of the share capital represented thereat).<\/p>\n<p>A shareholders\u2019 resolution with a majority of 95% of the total voting rights is required for resolving on the delisting of the company. Different thresholds apply in the case of delisting of companies following a corporate transformation. More specifically, a shareholders\u2019 resolution with increased quorum (i.e. \u00bd of the total share capital, or in case of iterative meeting 1\/5 of the total share capital) and majority (i.e. 2\/3 represented thereat) is required if the shareholders of the target receive through the corporate transformation shares listed on the Athens Exchange or on another regulated market within the European Union.<\/p>\n<p>The above 95% threshold does not equally apply with respect to a potential switch from a regulated market to a multilateral trading facility (MTF). More specifically, a listed company may request simultaneously the delisting of its shares from the Athens Exchange and the admission of its shares to the Alternative Market (i.e. the MTF in Greece). This can be requested by the issuer itself at its discretion, by way of a shareholders\u2019 resolution with increased quorum and majority requirements, and in such case no information memorandum is required, unless the transfer to the Alternative Market is combined with an offering of shares to the public.<\/p>\n<p>As regards the squeeze-out, please see our answer in question 37 above (i.e. an offeror shall hold at least 90% of the voting rights in the target company in order to exercise the squeeze-out right).<\/p>\n<p>The provision of upstream guarantees and security in favour of related parties are subject to the provisions of articles 99 et seq. of Greek law 4548\/2018 in relation to related party transactions. \u0391 specific permission by a resolution of the BoD or the shareholders\u2019 general meeting of the company (GM) (if this is requested by the minority shareholders or no quorum can be achieved at the BoD level due to conflict of interest) is required for the valid conclusion of transactions of the company with a related party (including in case of granting of guarantees to third parties in favour of related parties) as mentioned in our answer in question 15 above. The relevant permission is also subject to publication formalities. In case of listed companies, the BoD must grant the aforementioned specific approval prior to the execution of the relevant agreement based on a fairness opinion of a certified public accountant (or audit firm) or other independent party assessing whether the related party transaction is fair and reasonable. Shareholders representing 1\/20 of the share capital may request the convocation of the GM in order for the GM to approve the transaction. In addition, if a GM is requested by minority shareholders and the respective agreement is already concluded by the time the GM convenes, the permission by the GM has to be provided without the opposition of shareholders representing the 1\/20 of the share capital represented thereat.<\/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\">Is there a requirement for a cash confirmation and how is this provided, by who, and when?<\/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>Yes, a cash confirmation issued by a credit institution established in Greece or in other EU member state must be provided by the offeror in the process of the takeover bid. Such confirmation will certify that the offeror maintains the means to pay the consideration for the total amount that the offeror may pay in cash. In case the offeror offers securities as consideration, a respective confirmation by a credit institution or by an investment firm established in Greece or in other EU member state must be provided.<\/p>\n<p>A similar cash confirmation issued by a credit institution established in Greece or in other EU member state should be also submitted to the HCMC by the offeror when exercising the squeeze-out right.<\/p>\n<p>In case the take-over bid is financed by a third party, the information memorandum must include information on such financing.<\/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 conditions to completion are permitted?<\/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 mandatory takeover bid cannot be subject to any conditions or right of withdrawal, except for the condition of obtaining any necessary regulatory approvals or of the issuance of new shares that will be offered as consideration.<\/p>\n<p>On the other hand, a voluntary takeover bid may be subject to conditions, since the offeror may determine a maximum number of shares that the offeror is committed to purchase in the tender offer. In addition, a voluntary takeover bid may be subject to the condition of a minimum number of shares offered to the offeror in order for the bid to be valid.<\/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\">8783<\/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\/126472","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=126472"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}