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Merger and acquisition - M&A - activity in Elliniko, Greece combines the same legal principles that apply across Greece with practical local considerations tied to the municipality, land use and high-profile development projects in the area. Transactions can range from small share deals between private investors to large asset purchases and complex joint ventures involving real estate, tourism, hospitality and infrastructure. Legal work commonly includes negotiating sale and purchase agreements, conducting due diligence, obtaining regulatory approvals, addressing employment issues, and structuring the deal for tax and financing efficiency.
M&A transactions are legally and commercially complex. A lawyer helps protect your interests at every stage. Common situations requiring legal help include negotiating the main commercial terms and drafting the sale agreement, performing legal due diligence to uncover risks and liabilities, securing merger control or sectoral approvals, transferring property or permits, handling employee transfers and termination liabilities, structuring the deal to manage tax exposure, and documenting financing or security arrangements. Lawyers also help draft and negotiate confidentiality agreements, letters of intent and escrow arrangements, and advise on post-closing obligations such as warranties, indemnities and earn-outs.
Several areas of Greek and EU law are especially important for M&A in Elliniko:
Company and corporate law - Governs the formation, governance and transfer of shares of Greek companies. Corporate approvals, shareholder resolutions and compliance with articles of association are central when ownership changes.
Competition law - Both the EU Merger Regulation and Greek merger control rules can apply. If thresholds are met, a pre-closing notification and clearance from the competent competition authority is required to complete certain transactions.
Contract law - Sale and purchase agreements, confidentiality agreements and other transactional documents must comply with Greek contract rules and be carefully drafted to define representations, warranties, covenants, closing conditions and remedies.
Employment law - Transfers of business or changes in ownership may trigger employee rights under Greek labour law and EU rules on transfer of undertakings. Employment contracts, collective agreements and social security obligations require careful review.
Tax law - Corporate tax, capital gains treatment, transfer taxes, VAT and stamp duties can materially affect deal economics. Tax clearance and planning are often integral to deal structure.
Real estate, planning and environmental law - Transactions involving property require clear title, up-to-date land registry and cadastral checks, building permits, zoning compliance and possibly environmental impact assessments or archaeological approvals depending on the site. Local planning rules and municipal approvals in Elliniko are often relevant, especially for redevelopment projects.
Sectoral regulation - Certain industries such as banking, insurance, telecommunications, energy, transport and real estate development may require approvals from sector regulators or the central bank before or after closing.
Foreign investment and public procurement - Foreign investors should check any investment screening rules and restrictions that may apply. If the transaction relates to a government contract or concession, public procurement rules and concession law may apply.
Common structures include share purchases, asset purchases, mergers, contributions of assets into a new vehicle, joint ventures and project company investments. Real estate-heavy projects often use special purpose vehicles to hold land and development rights.
In a share-sale you buy the company and inherit its assets and liabilities, including hidden or historic obligations. In an asset-sale you buy specific assets and usually avoid most legacy liabilities, but require individual transfers of contracts, permits and property titles. Tax and employment consequences differ, so structure is transaction-specific.
Legal due diligence typically reviews corporate records, ownership, title to assets and real estate, contracts, licences and permits, litigation, regulatory compliance, employment matters, intellectual property, tax history and any encumbrances. It identifies legal risks and informs warranties, indemnities and price adjustments.
Possibly. If the transaction meets thresholds under the EU Merger Regulation it will require EU clearance. If it does not meet EU thresholds, it may still require notification to the national competition authority. Clearance can be a condition precedent and timelines and remedies vary by case.
Timing varies widely. Small private deals can close in a few weeks, while complex transactions involving due diligence, regulatory approvals, financing and property transfers can take several months to over a year. Early planning and clear timelines help manage expectations.
Key tax issues include corporate tax on any gains, withholding taxes, VAT on asset transfers, transfer taxes on real estate, and tax implications for the buyer and seller depending on whether the deal is a share-sale or asset-sale. Advance tax planning and clearance from tax authorities can reduce surprises.
Greek labour law and EU rules protect employees in a business transfer. Existing employment contracts generally transfer to the new owner with continuity of terms and accrued rights. Employers must review collective agreements, notice obligations and any severance liabilities before closing.
Yes. Local counsel provides knowledge of Greek corporate, tax, real estate and regulatory regimes and can coordinate with foreign counsel on cross-border issues. Local lawyers handle filings, interact with authorities and ensure documents are valid under Greek law.
Costs depend on transaction size, complexity and required approvals. Expect fees for legal due diligence, drafting and negotiation, regulatory filings and closing documentation. Additional costs include notary fees, registration costs, taxes and fees payable to authorities. Ask lawyers for a fee estimate and fee structure - fixed fee for limited scope or hourly for broader work.
Useful documents include corporate formation documents, recent financial statements, shareholder agreements, existing material contracts and leases, property title documents, licences and permits, litigation records, previous valuations, and any term sheets or letters of intent. This helps the lawyer scope work and give accurate advice.
Hellenic Competition Commission - for questions on merger control and competition clearance.
Hellenic Ministry of Development and Investments - for business and investment policy matters and any screening rules.
Independent Authority for Public Revenue - for tax guidance and rulings relevant to transactions.
Hellenic Capital Market Commission - for transactions involving listed companies or capital markets considerations.
Sectoral regulators - such as the Central Bank of Greece for banking and finance, the National Telecommunications and Post Commission for telecoms, and relevant energy or transport regulators when the sector is regulated.
Local municipality - Municipality of Elliniko - Argyroupoli for planning, building permits and local land-use issues.
Professional bodies - local bar associations and chambers of commerce can help identify qualified M&A lawyers, tax advisors and consultants with local experience.
1. Prepare your objectives and key commercial terms - price range, preferred structure, timeline and any non-negotiable conditions. This clarifies what legal work is needed.
2. Select and engage local counsel - ask for experience in M&A, real estate and sector-specific matters relevant to Elliniko. Request references and a clear engagement letter that sets out scope, fees and communication expectations.
3. Sign a confidentiality agreement - an NDA protects sensitive information during negotiations and due diligence.
4. Conduct preliminary due diligence and risk assessment - a targeted legal review will identify major legal hurdles early and help allocate risks in the transaction documents.
5. Negotiate a term sheet or letter of intent - it sets the framework for the transaction and the key milestones, exclusivity terms and conditions precedent.
6. Proceed to full due diligence and drafting - based on risk allocation, draft the sale agreement, disclosure schedules, security or financing documentation and any regulatory filings.
7. Obtain required approvals and closing - coordinate timing of regulatory clearances, tax clearances, property transfers and any conditions precedent to close.
8. Plan post-closing integration and compliance - address employee onboarding, contract novations, tax filings and ongoing regulatory reporting.
This guide provides general information and practical steps to help you get started. It does not constitute legal advice. For recommendations tailored to your situation, consult a qualified lawyer licensed in Greece with M&A experience in Elliniko.
