Best Acquisition / Leveraged Finance Lawyers in Elliniko

About Acquisition / Leveraged Finance Law in Elliniko, Greece

Acquisition and leveraged finance covers the legal rules and commercial practices that govern lending and capital structures used to buy businesses. In Elliniko, Greece, transactions follow the same national legal framework that applies across the country while taking account of local practicalities such as regional courts, land registry offices and the local business environment. Typical acquisition structures include share purchases and asset purchases, often financed by debt raised by a purchaser or by a special purpose vehicle. Lenders obtain security over company assets, shares, receivables, property and other collateral to protect their exposure.

Why You May Need a Lawyer

Acquisition and leveraged finance transactions are legally and commercially complex. A lawyer is needed to:

- Conduct legal due diligence on the target company and its assets to identify liabilities, title defects, encumbrances and regulatory constraints.

- Advise on the optimal transaction structure - for example, share deal versus asset deal, use of a holdco-opco structure, or use of guarantees and parent support.

- Draft and negotiate loan documentation, security agreements, intercreditor agreements, intercompany arrangements and ancillary transaction documents.

- Ensure proper perfection and registration of security in Greece - for example registration with the general commercial registry, mortgage registries and any sectoral registries needed for pledges of movable or intangible assets.

- Handle regulatory clearances and filings, including competition notifications, sectoral approvals and any central bank or capital markets approvals if relevant.

- Advise on Greek insolvency risks, enforcement strategy and remedies in the event of borrower default.

- Coordinate tax, employment and commercial law advice so the financing and acquisition are tax efficient and compliant with local employment regulations.

Local Laws Overview

Several areas of Greek law are particularly relevant to acquisition and leveraged finance:

- Company law and corporate governance: Greek company law governs the types of companies you can use, board and shareholder powers, transfer of shares and minority protection. Transactional parties often use Greek limited liability companies or corporations depending on liability and tax considerations.

- Security and collateral regimes: Security over real estate is typically created by mortgage and entered into the land registry. Security over movable assets, receivables and shares is created by pledge agreements and requires specific steps to be perfected, including registration where applicable. Security over intellectual property and claims often needs registration in specialised registries.

- Contract law and enforceability: Greek contract law principles determine validity and interpretation of loan agreements, guarantees and sale agreements. Parties often select foreign governing law for the loan agreement, but security over Greek assets and related enforcement procedures must comply with Greek substantive and public order rules.

- Insolvency and enforcement: Greek insolvency laws regulate creditor remedies, priority between secured and unsecured creditors, restructurings and bankruptcy proceedings. Enforcement against secured assets generally follows specific procedural rules - for example foreclosures on real estate or execution of pledges.

- Banking and regulatory rules: Banks and regulated financial institutions are subject to supervision by Greek authorities. Some lending structures require compliance with capital markets and banking regulations, including for syndications, securitisations and cross-border lending.

- Competition and sectoral regulation: Large acquisitions may require merger control clearance from the Greek competition authority if national turnover thresholds are met. Regulated sectors such as energy, telecommunications, finance and transport have additional licensing and approval requirements that can affect deal timing and structure.

- Tax law: Acquisition method, asset or share purchase choices, use of leverage and intercompany flows all have tax consequences - including transfer taxes, VAT on certain transfers, corporate tax and withholding obligations. Advance tax planning with local counsel and tax advisers is important.

Frequently Asked Questions

What is the difference between an asset purchase and a share purchase?

An asset purchase transfers specific company assets and liabilities chosen by the buyer, which can limit assumed liabilities but requires individual transfers and may trigger taxes or third-party consents. A share purchase transfers ownership of the target company itself, so the buyer acquires the company with its assets and liabilities. The choice affects financing, security, tax, employment continuity and the need for consents.

How do lenders typically take security in Greece?

Lenders take security by using a combination of mortgages on real property, pledges over shares and movable assets, assignments of receivables, and security over bank accounts or intellectual property. Each type of security may require specific registration or perfection steps to be enforceable and to obtain priority against other creditors.

Can a foreign lender enforce security in Greece?

Yes, foreign lenders can enforce security in Greece, but enforcement of security over assets located in Greece must follow Greek law and procedures. Where the loan is governed by foreign law, attachment and enforcement of Greek-located collateral still require compliance with Greek substantive rules and registration requirements. Enforcement often involves court orders and statutory execution processes.

Do acquisition financings require regulatory approvals?

Some transactions require approvals. Merger control clearance from the national competition authority may be necessary if thresholds are met. Deals in regulated industries may need sectoral licences or consents. Financial institutions involved in lending must also comply with banking and capital rules. Early screening for regulatory hurdles helps avoid delays.

What are common covenants in leveraged finance loans?

Typical covenants include financial covenants (such as leverage and interest coverage ratios), negative pledge clauses, restrictions on disposals and incurrence of further indebtedness, requirements to maintain insurance, and reporting obligations. Covenants are negotiated based on the risk profile of the borrower and the security package.

How do Greek insolvency rules affect secured creditors?

Greek insolvency law sets out the order of priority and procedures for restructuring or bankruptcy. Secured creditors generally have priority over unsecured creditors for proceeds from the realisation of secured assets, but enforcement timing and creditor rights can be affected by insolvency proceedings and statutory stay periods. Advisers should evaluate risks of restructuring versus liquidation.

Are personal guarantees effective in Greece?

Personal guarantees are commonly used as additional protection. Guarantees must be properly drafted and executed to be enforceable. Enforcement against guarantors follows civil procedures, and recovery can be affected by insolvency or bankruptcy rules applicable to individuals or related entities.

What due diligence is essential before closing an acquisition with leverage?

Essential due diligence typically covers corporate records, contracts, tax liabilities, employment issues, litigation, real estate title and encumbrances, intellectual property, environmental liabilities and regulatory compliance. For leveraged deals, lenders also perform security due diligence to confirm perfection and priority of collateral.

How long does a typical leveraged acquisition take in Greece?

Timing depends on complexity, regulatory clearances and the state of due diligence. A straightforward deal with clean title and no regulatory approvals may complete in a few weeks to a couple of months. Complex deals requiring merger clearance, sectoral approvals or extensive restructuring planning can take several months or more. Early coordination and clear condition precedent lists speed the process.

What costs should I expect when hiring a lawyer for acquisition - leveraged finance work?

Legal costs vary with deal size, complexity and the scope of work. Common cost components include due diligence, drafting and negotiation of finance and acquisition documents, security perfection, regulatory filings and closing support. Fees may be charged hourly, on a fixed-fee basis for discrete tasks or a combination. Ask for a fee estimate and scope at the first meeting.

Additional Resources

When seeking further information or official guidance, the following local bodies and resources are helpful:

- The national competition authority for merger control issues and clearance procedures.

- The central bank and banking supervisors for banking regulation and licensed lender lists.

- The national capital markets regulator for issues related to public offerings, securitisations and regulated financings.

- The General Commercial Registry for company records and registration procedures.

- Local land registry or cadastre offices for real estate title and mortgage registration.

- Professional advisers including local law firms, tax advisors and notaries public who handle perfection of security and closings.

Next Steps

If you need legal assistance for an acquisition or leveraged finance transaction in Elliniko, Greece, follow these practical steps:

- Arrange an initial consultation with a lawyer experienced in acquisition and finance work to outline your objectives and constraints.

- Prepare and provide foundational documents: corporate records, financial statements, key contracts and details of assets intended as security.

- Decide transaction priorities - speed, certainty, tax efficiency or maximum security - so your lawyer can design the right structure.

- Commission legal due diligence and a security perfection plan early to identify and fix title or registration issues before signing.

- Negotiate a term sheet or heads of terms to fix the main commercial points before investing in detailed documentation.

- Coordinate with tax and regulatory advisers to prepare any merger filings, sectoral approvals or tax structuring needed.

- Plan closing logistics: signings, notarisation, registry filings and funds flow - and confirm the post-closing steps for ongoing compliance and covenant monitoring.

Working with experienced local counsel will reduce legal and commercial risk, help ensure enforceable security and increase the likelihood of a successful closing in Elliniko and across Greece.