Best Acquisition / Leveraged Finance Lawyers in Greece

About Acquisition / Leveraged Finance Law in Greece

Acquisition and leveraged finance law in Greece governs the legal and financial framework for funding the acquisition of companies, particularly through borrowed capital. Leveraged finance typically involves using a significant amount of debt to buy a business, with the acquired company’s assets or cash flows serving as collateral. In Greece, such transactions are influenced by both domestic legal requirements and broader European Union regulatory principles. This field combines company law, banking and finance regulations, tax considerations, and collateral arrangements to facilitate complex transactions for both domestic and international investors.

Why You May Need a Lawyer

A lawyer specializing in acquisition or leveraged finance can be essential in several scenarios:

• Negotiating and structuring the finance aspect of public or private mergers and acquisitions
• Diligence and risk assessment for potential investments or takeovers
• Securing collateral or guarantees required by lenders
• Navigating Greek financial regulations and obtaining necessary approvals from regulatory authorities, such as the Bank of Greece or the Hellenic Capital Market Commission
• Drafting and reviewing loan agreements, security documentation, and ancillary contracts
• Mitigating lender or borrower exposure by structuring terms effectively
• Advising on cross-border transactions that are subject to Greek law as well as foreign law
• Ensuring compliance with anti-money laundering laws and foreign investment restrictions
• Providing guidance on post-acquisition restructuring or refinancing

Local Laws Overview

Several key local laws and regulations are relevant to acquisition and leveraged finance in Greece:

• Greek Civil Code: Sets out the framework for contracts, debt agreements, and guarantees
• Greek Company Law (Law 4548/2018): Governs mergers, acquisitions, and corporate structures
• Bankruptcy Code (Law 4738/2020): Provides rules on enforcement of security, insolvency, and creditor rights
• Law on Financial Collateral Arrangements (Law 3301/2004): Facilitates pledges over financial instruments and cash
• Banking Legislation: The Bank of Greece regulates financial institutions and sets capital adequacy standards for lending
• Taxation Rules: Greek tax rules affect deductibility of interest payments and structuring of leveraged transactions
• Restrictions on Financial Assistance: Company law in Greece limits the ability of a target company to provide financial assistance for the purchase of its own shares
• Foreign Investment Law: Some sectors are subject to special approval or notification obligations for foreign investors

Frequently Asked Questions

What is acquisition finance?

Acquisition finance is the funding provided, usually through loans or other credit facilities, for the purpose of buying all or part of a business. It is commonly used in mergers and acquisitions.

How does leveraged finance work in a Greek transaction?

Leveraged finance involves taking on significant debt to acquire a company, using assets of the target or acquiring company as security. This is typically done through syndicated loans or bond issues subject to Greek law.

Can Greek companies provide collateral for acquisition loans?

Yes, companies in Greece can provide various forms of collateral, such as pledges over shares, receivables, or bank accounts. However, financial assistance rules may limit the ability of a target company to use its assets as collateral.

Are there restrictions on Greek companies providing financial assistance for their own acquisition?

Yes, Greek company law generally prohibits or restricts a company from providing loans, guarantees, or security for the acquisition of its own shares, with some exceptions and specific procedures required.

What due diligence is required in Greek acquisition finance?

Due diligence in Greek acquisition finance typically covers corporate status, property and asset ownership, existing debt and liabilities, regulatory compliance, tax status, and any potential legal disputes.

How are loans typically structured in leveraged deals in Greece?

Loans may be structured as senior or mezzanine facilities, often with complex security packages. Loan agreements adhere to local as well as international standards, sometimes involving English law components for cross-border transactions.

What are the regulatory approval requirements?

Depending on the sector and transaction size, acquisitions may require clearance from the Hellenic Competition Commission, the Bank of Greece, or, in listed company deals, the Hellenic Capital Market Commission.

Are cross-border leveraged buyouts common in Greece?

Yes, cross-border leveraged buyouts occur regularly, particularly involving international private equity funds. These are governed by a mix of Greek and foreign law, and careful coordination is required.

What are the tax implications in leveraged transactions?

Greek tax laws affect the deductibility of interest payments, treatment of loan fees, transfer taxes, and potential withholding taxes on cross-border payments. Proper structuring is crucial to optimize tax outcomes.

What happens if the borrower defaults and there is a restructuring?

If a borrower defaults, creditors can enforce their security through judicial or out-of-court proceedings. The Greek Bankruptcy Code and pre-insolvency procedures provide frameworks for restructuring, including creditor negotiations and court-sanctioned plans.

Additional Resources

• Bank of Greece: Supervises credit institutions and sets banking regulations
• Hellenic Capital Market Commission: Oversees securities markets, mergers of listed companies, and public offers
• Hellenic Competition Commission: Reviews transactions for antitrust compliance
• General Commercial Registry (GEMI): Maintains company records and corporate filings
• Hellenic Association of Banks: Guidance on banking practices and standards
• Greek Association of Law Firms: Directory for locating specialized law firms

Next Steps

If you are considering an acquisition or leveraged finance transaction in Greece, start by documenting your objectives and any initial terms agreed with the other parties. Compile all available legal and financial documents related to the target company and the proposed financing. When seeking legal advice, look for lawyers with expertise in acquisition finance, Greek company law, and cross-border transactions. Prepare questions in advance about due diligence, collateral, required approvals, and risk mitigation. Professional legal support will guide you through negotiations, contract drafting, and compliance checks, helping you complete your transaction efficiently and in accordance with Greek law.