Best Equity Capital Markets Lawyers in Elliniko

About Equity Capital Markets Law in Elliniko, Greece

Equity Capital Markets law governs the issuance, offering and trading of company shares and related equity instruments. In Elliniko, Greece, the legal framework is the same as for the rest of Greece and is shaped by a combination of national law and directly applicable European Union rules. Key public institutions involved are the Hellenic Capital Market Commission for supervision and approval of public offers, and the Athens Exchange and its Central Securities Depository for listing and settlement. Greek company law, securities regulation and EU rules such as the Prospectus Regulation, Market Abuse Regulation and MiFID II inform the process for initial public offerings, secondary offerings, rights issues, private placements and takeover bids. If you are a company, investor or adviser working in Elliniko, understanding how these laws interact is essential before launching or participating in an equity transaction.

Why You May Need a Lawyer

Equity capital markets transactions are document-heavy, highly regulated and often time-sensitive. Common situations where you will need specialist legal help include:

- Preparing, reviewing and filing a prospectus or offering document for a public offering or listing.

- Structuring a rights issue, private placement or secondary offering in compliance with Greek and EU rules.

- Advising on disclosure and ongoing reporting obligations for listed companies or major shareholders.

- Handling takeover bids, squeeze-outs and other change-of-control procedures.

- Navigating insider trading rules, market manipulation allegations and investigations by the Hellenic Capital Market Commission.

- Structuring cross-border listings or capital raises, including passporting documents across EU jurisdictions.

- Setting up employee share plans, convertible instruments or other equity-linked compensation schemes.

- Advising on corporate governance, shareholder meetings, voting rights and board approvals tied to capital transactions.

- Managing disputes between shareholders, or between shareholders and the company, that affect capital markets activity.

- Coordinating with auditors, sponsors, investment banks and regulators during an offering or listing process.

Local Laws Overview

Understanding the principal legal pillars will help you plan and comply. Below are the key aspects relevant to equity capital markets in Elliniko, Greece.

- Prospectus and public offerings - Public offers and listings generally require a prospectus approved by the Hellenic Capital Market Commission, prepared in accordance with the EU Prospectus Regulation. There are specific exemptions for small offers or offers to qualified investors only. Prospectus passporting allows distribution across EU member states once approved.

- Market abuse and insider trading - The EU Market Abuse Regulation applies directly. It sets rules on insider trading, unlawful disclosure of inside information and market manipulation. Greek authorities enforce these rules and may impose fines and sanctions.

- Listing and trading - The Athens Exchange (ATHEX) sets listing rules, continuing obligations and admission criteria. The Exchange categorizes markets and segments with different requirements for corporate governance, free float and reporting.

- Company law - The Greek Companies Law (Law 4548/2018) governs corporate form, shareholders rights, capital increase mechanics, differential voting rights, and procedures for general meetings and board approvals. Many capital transactions require shareholder resolutions, notarization and registration at the General Commercial Registry (GEMI).

- Securities settlement and custody - ATHEXCSD governs central securities depository services, dematerialization and settlement of equity trades in Greece. Custody and transfer rules are part of the operational framework for listed securities.

- Takeover and squeeze-out rules - Greek takeover rules regulate mandatory takeover offers, thresholds for disclosure and procedures for compulsory acquisition. These rules complement EU-level takeover principles and are enforced by the Hellenic Capital Market Commission.

- Disclosure and transparency obligations - Listed issuers must publish periodic financial reports, annual reports, and timely notifications of inside information or significant shareholdings according to the Transparency Directive and Greek implementing rules.

- Financial intermediaries and advisors - MiFID II and national implementing measures govern investment firms, sponsors, underwriters and placement agents involved in ECM transactions. Licensing, conduct of business and prospectus pre-marketing rules may apply.

- Tax and securities duties - Capital raising and transfers can have tax and stamp duty implications. Tax rules change and can be complex; consult a tax adviser for detailed analysis.

Frequently Asked Questions

What steps are required to take a company public in Greece?

Typical steps include: selecting advisers and lead managers; conducting due diligence; preparing audited financial statements and a prospectus; obtaining any necessary corporate approvals; submitting the prospectus to the Hellenic Capital Market Commission for approval; applying to the Athens Exchange for listing; completing pre-marketing and bookbuilding; and completing admission to trading. The process also involves coordination with auditors, legal counsel and underwriters and compliance with corporate and regulatory filing obligations.

Who approves a prospectus and how long does approval take?

The Hellenic Capital Market Commission approves prospectuses for public offerings and listings. Timelines vary with complexity and the completeness of the submission. Simple cases may take a few weeks, while complex cross-border IPOs may take several months. Early engagement with the HCMC and clear, complete documentation speeds up the process.

Can a non-Greek company list on the Athens Exchange?

Yes, non-Greek companies can list on the Athens Exchange, subject to meeting listing criteria and local regulatory requirements. Decisions on corporate form, disclosure language and cross-border regulatory coordination are important. Legal and tax structuring help ensure compliance with both Greek and home-country rules.

What are the main disclosure obligations for listed companies?

Listed companies must publish annual and interim financial statements, management reports, corporate governance statements and timely disclosure of inside information that could affect the price of the companys securities. Significant changes in major shareholdings and any transactions by persons with managerial responsibilities must also be reported. Specific deadlines and formats are set by the HCMC and Athens Exchange rules.

What counts as insider information and what are the penalties for market abuse?

Inside information is precise information about a company or its securities that is not public and would likely influence investors decision-making. Using such information for trading or sharing it improperly can trigger administrative fines, criminal sanctions and reputational damage. Market manipulation and unlawful disclosure are also penalized under the Market Abuse Regulation and national law.

How are rights issues and share capital increases handled?

Share capital increases require corporate approvals under Greek company law, such as a general meeting resolution and amendments to the articles of association. Rights issues often give existing shareholders pre-emptive rights to subscribe proportionally; detailed procedures, timelines and registration steps must be followed and filings made with GEMI and, when applicable, the HCMC.

Can I do a private placement instead of a public offering?

Yes. Private placements targeted at qualified or institutional investors typically avoid the prospectus requirement, subject to applicable exemptions and investor suitability rules. Private placements must still comply with market abuse rules and any national implementing measures under MiFID II and other relevant regulations.

What is a takeover bid and when does it become mandatory?

A takeover bid is an offer to all shareholders to buy their shares, often at a premium to market price. Greek takeover rules include thresholds that can trigger mandatory offers when a person or group acquires a controlling stake. The rules define timing, offer conditions and disclosure obligations to protect minority shareholders.

Do I need a local lawyer if I already have counsel in another EU country?

Yes, local Greek counsel is strongly recommended. Greek company law, registry formalities, certain language requirements and interactions with Greek regulators and the Athens Exchange require local experience. Cross-border counsel can work together with Greek lawyers to coordinate EU-level and national requirements.

How much does it cost to use legal services for an ECM transaction?

Costs vary widely depending on transaction complexity, size, required due diligence, number of jurisdictions involved and time pressure. Typical fee components include advisory and drafting work, compliance support, regulatory filing fees, and coordination with other advisers. Ask for a clear fee estimate and a breakdown of anticipated disbursements in your initial engagement.

Additional Resources

Below are key bodies and resources to consult when dealing with equity capital markets in Greece. Contact or consult their published rules and guidance for authoritative detail.

- Hellenic Capital Market Commission (national securities regulator) - issues prospectus approvals, market abuse guidance and supervision.

- Athens Exchange (ATHEX) and ATHEXCSD - responsible for listing rules, market operation and securities settlement.

- Greek Companies Law (Law 4548/2018) and related company law texts - set out corporate procedures, shareholder rights and capital increase rules.

- European Securities and Markets Authority (ESMA) - provides EU-level guidelines and technical standards relevant to prospectuses, transparency and market abuse.

- General Commercial Registry (GEMI) - registry for company filings and corporate documentation in Greece.

- Athens Bar Association and specialist capital markets law firms - for locating qualified local legal counsel.

- Tax advisers and accounting firms experienced in capital markets transactions - for tax structuring and audited financial statements.

- Investment banking sponsors, underwriters and financial advisers - for market execution, underwriting and bookbuilding support.

Next Steps

If you need legal assistance with an equity capital markets matter in Elliniko, consider the following practical steps:

- Arrange an initial consultation - contact a lawyer or law firm with capital markets experience to discuss your objectives, timeline and the most suitable transaction structure.

- Prepare key documents - gather incorporation papers, financial statements, shareholder agreements and any existing disclosure documents to facilitate due diligence.

- Conduct a preliminary legal and regulatory assessment - have counsel identify required approvals, exemptions and likely regulatory issues so you can plan timing and costs.

- Coordinate advisers - assemble a team including legal counsel, auditors, tax advisers and investment bankers early in the process to streamline workstreams.

- Plan compliance and governance - implement or update insider lists, disclosure procedures and corporate approvals to meet regulatory requirements from the outset.

- Negotiate terms and draft documents - work with counsel to prepare prospectuses, subscription agreements, underwriting agreements and other transaction documents.

- Submit filings and manage communications - let your legal team handle submissions to the Hellenic Capital Market Commission and listing applications to the Athens Exchange and manage investor communications.

- Monitor ongoing obligations - after completion, ensure you have a plan to meet periodic reporting, disclosure and governance duties.

Note - This guide provides general information and does not replace tailored legal advice. For specific recommendations and representation, contact a lawyer licensed in Greece with experience in equity capital markets.