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Acquisition and leveraged finance involves lending and security structures used to buy companies or assets, commonly used in leveraged buyouts, corporate acquisitions and refinancing. In Xanthi, Greece, the legal framework for these transactions is the same national legal framework that applies across the country, but local knowledge is important for property, registration and court enforcement steps. Lenders and sponsors structure facilities through loan agreements, intercreditor agreements, guarantees and security packages that are governed by Greek contract, property and company law. Because most major financial institutions and specialist advisors are based in Athens, transactions affecting businesses in Xanthi typically combine national counsel with local counsel in Xanthi for practical steps and local filings.
Acquisition and leveraged finance transactions are legally and commercially complex. You may need a lawyer if you are a borrower, sponsor, target company, creditor or guarantor and you face any of the following situations:
- Negotiating or documenting senior, mezzanine or acquisition financing facilities.
- Preparing or reviewing security packages - for example mortgages, pledges, assignments of receivables, or share pledges.
- Structuring cross-border financing, including choice of law and jurisdiction clauses and enforcement strategies.
- Conducting legal due diligence on the target company - corporate, tax, employment, contracts, real estate and regulatory compliance.
- Drafting intercreditor agreements and subordination arrangements between lenders.
- Seeking merger control or sectoral regulatory approvals required for the acquisition.
- Enforcing security or pursuing remedies in the event of default, or advising on restructurings and insolvency procedures.
- Advising on tax consequences and optimal ownership or financing structures while ensuring compliance with Greek law and EU rules.
The principal legal foundations relevant to acquisition and leveraged finance in Greece are contract law and property law under the Greek Civil Code, company and corporate governance law, banking and financial regulation, and insolvency and restructuring regimes. Key practical points include:
- Security Rights. Lenders commonly take a package of securities such as mortgages on real estate, pledges over movables and shares, and assignments of receivables. The method to perfect each security depends on its nature - for example registration in a land registry is required for real estate mortgages, while pledges of shares may require entry in the company register or deposit of share certificates depending on company form and whether shares are listed.
- Perfection and Publicity. Perfection - the steps required to make security effective against third parties - varies. Many securities must be registered or made public to be effective against other creditors and in enforcement. Local registration offices, the cadastre or other registries are often involved.
- Enforcement. Enforcement of secured claims is achieved through judicial or extra-judicial means depending on the document and security. Foreclosure of mortgages, enforcement of pledges and enforcement of judicial titles typically involves courts and enforcement officers. Timeframes and procedures differ from common law regimes and require local procedural knowledge.
- Insolvency and Restructuring. Greece has insolvency and business restructuring procedures that affect creditor rights and enforcement. Once a company enters insolvency or a court-supervised restructuring, certain enforcement actions may be stayed or subordinated. Secured creditors generally retain priority on their secured assets but must follow statutory processes to realize value.
- Corporate and Regulatory Approvals. Acquisitions may trigger filings or approvals - for example merger control if turnover thresholds are met, sector-specific approvals for regulated industries, and company law requirements for corporate approvals and share transfers. Compliance with anti-money-laundering rules and foreign investment screening or sectoral restrictions can also apply.
- Tax and Ancillary Considerations. Greek tax treatment of acquisitions, stamp duties and transfer taxes, VAT and withholding tax rules can materially affect deal economics and should be considered early in structuring.
- Cross-border Issues. Choice of governing law and jurisdiction is common in financing documents. While parties can choose foreign law for loan agreements, security over Greek assets must satisfy Greek perfection rules to be enforceable locally. Recognition of foreign judgments and arbitral awards is governed by international conventions and EU rules where applicable.
Leveraged finance refers to lending where the borrower has a higher level of debt relative to equity - commonly used to fund acquisitions. Deals often rely on the target companys cash flow and assets as collateral and typically include tighter covenants and a more elaborate security package than standard corporate lending. Risk allocation, covenants and security are therefore more complex.
Lenders may take mortgages over real estate, pledges over movable assets, pledges or share transfers over company shares, assignments of receivables and guarantees from related parties. The formality needed to perfect each security varies - for example real estate mortgages require registration in the land registry or cadastre and share pledges may require entries in company registers.
Yes. Local counsel in Xanthi is important for property searches and registrations, interaction with local courts and enforcement agents, notarisation and dealing with local administrative authorities. National or Athens-based counsel will usually handle substantive finance and corporate documentation, while Xanthi counsel manages local practical steps.
Timing depends on the security type. Real estate mortgages may be delayed by land registry or cadastral searches and formalities. Pledges over business assets may require third-party consents or possession steps. Common delays include incomplete corporate authorisations, missing documentation, slow registry processing and the need for translations or apostilles for foreign documents.
Insolvency triggers statutory processes that can affect enforcement. Secured creditors generally keep priority over secured assets, but realisation is subject to insolvency procedures and court supervision. Certain actions may be stayed, and reorganisations can change the timing and value of recoveries. Early creditor action and careful structuring of security and intercreditor arrangements is crucial.
Parties can typically choose a foreign governing law for loan agreements and some transaction documents, but security over assets located in Greece must be created and perfected in a way that meets Greek formalities. To ensure enforceability, local law advice is essential when foreign law is chosen for contractual documents.
Yes. Large acquisitions may require notification to the Hellenic Competition authorities if statutory turnover thresholds are met. Sector-specific approvals may apply for regulated industries such as banking, insurance, energy, telecommunications and transport. Identifying required filings early prevents transaction delays.
Typical protections include financial covenants, negative pledges, events of default, representation and warranty packages, set-off and account control arrangements, intercreditor agreements, and security over key assets. Lenders will also seek detailed conditions precedent and information rights to monitor performance.
Tax considerations influence deal structure and pricing. Transfer taxes, stamp duties, VAT, corporate tax on gains, and withholding taxes on interest or dividends can affect the net cashflows and the attractiveness of particular structures. Tax advice is necessary to optimise the structure and ensure compliance with Greek tax rules.
Costs vary significantly with transaction complexity, parties involved, diligence scope and negotiation intensity. Simple domestic transactions can be completed in weeks to a few months. Complex leveraged buyouts with cross-border elements, extensive security packages and regulatory approvals can take several months and incur higher legal fees. Early scoping, a clear timetable and transparency on billing and disbursements will help manage costs.
For general guidance and official procedures, consult national and local authorities and professional bodies in Greece. Useful contacts to identify and consult include the Bank of Greece for banking and supervision matters, the Hellenic Competition authorities for merger control and competition rules, the Hellenic Cadastre or local land registry for property records and registrations, the General Commercial Registry for company filings, the tax authorities for tax issues, and the local Bar Association in Xanthi for lists of qualified local counsel. Professional advisors such as accountants, notaries and licensed appraisers are also commonly engaged in acquisition finance transactions.
If you need legal assistance with acquisition or leveraged finance in Xanthi, consider the following practical steps:
- Gather basic documents: corporate formation papers, financial statements, existing finance agreements, titles to real estate and lists of material contracts and liabilities.
- Arrange an initial consultation with an experienced Greek finance lawyer and a Xanthi-based lawyer to cover both national law and local implementation steps.
- Prepare a confidentiality agreement before sharing sensitive information, and agree a scope for legal due diligence.
- Ask your lawyers to identify required security types, perfection steps, regulatory filings and anticipated timelines and costs.
- Coordinate with your bank or lenders and tax advisors to develop an integrated deal timetable, and plan for contingency steps such as regulatory delays or restructuring scenarios.
- Maintain clear communication between sponsors, target management, lenders and all advisors so that local formalities in Xanthi - registrations, notarisation and court filings - are managed efficiently.
Professional, local legal advice early in the process will reduce risk, preserve value and improve the chances of a timely and enforceable financing and acquisition outcome.
