Best Merger & Acquisition Lawyers in Nea Smyrni

About Merger & Acquisition Law in Nea Smyrni, Greece

Merger and acquisition - M&A - activity in Nea Smyrni follows the same national and European legal framework that applies throughout Greece. Nea Smyrni is part of the Athens metropolitan area, so most corporate filings, regulatory contacts and court proceedings are handled through central Athens institutions and authorities. M&A transactions typically involve a combination of corporate law, contract law, tax law, employment law and competition law. Whether the transaction is a share purchase, an asset purchase, a statutory merger or a joint venture, the legal process will include due diligence, negotiation of the transaction documents, regulatory clearances where needed, execution and post-closing integration.

Why You May Need a Lawyer

M&A transactions are legally and commercially complex. You should consider engaging a lawyer when:

- You are buying or selling a business, part of a business, or a controlling stake in a company.

- You need to structure the transaction to reduce tax and liability exposure.

- The target company has employees, collective bargaining obligations, or potential labour liabilities.

- The transaction may trigger competition review at national or EU level, or requires sector-specific regulatory approvals.

- There are existing shareholder agreements, minority shareholders with protective rights, or potential shareholder disputes.

- You need to draft or negotiate a share purchase agreement, asset purchase agreement, merger plan, or related ancillary agreements such as warranties, indemnities and escrow arrangements.

- You require due diligence to identify commercial, legal, tax, employment, property, regulatory or environmental risks.

- You want help with closing conditions, transfer of permits and licences, changes in corporate documents and filings with registries and tax authorities.

Local Laws Overview

This overview highlights the key legal areas relevant to M&A in Nea Smyrni. It is a summary and not a substitute for tailored legal advice.

- Corporate law and company form. Greek company law governs company formation, governance, statutory mergers and demergers, capital increases and share transfers. Common company forms include Societe Anonyme (S.A.), Limited Liability Company and private company forms. Transaction structure - share deal versus asset deal - has different legal and tax consequences.

- Contract law. Sale agreements, confidentiality agreements, non-compete clauses and ancillary contracts are governed by Greek contract and commercial law. Agreements must be carefully drafted to reflect conditions precedent, representations and warranties, indemnities, escrow and termination rights.

- Competition law. Transactions that create or strengthen a dominant position may require notification to and clearance from the national competition authority. Cross-border transactions or transactions meeting turnover thresholds may fall under the European Union Merger Regulation and require review by the European Commission.

- Tax law. Transfer taxes, VAT treatment, corporate tax consequences, capital gains tax and withholding tax issues must be considered in structuring the deal. Tax clearance and opinions are often sought as part of due diligence and negotiation of purchase price adjustments.

- Employment law. Transfers of business operations can trigger automatic transfer of employees under Greek labour law and EU-derived rules. Collective agreements, severance, outstanding claims and social security contributions must be reviewed before closing.

- Regulatory regimes. Regulated sectors - banking, insurance, energy, telecommunications, transport and pharmaceuticals - usually require sector-specific approvals. Licensing authorities will often scrutinise the fitness and propriety of new owners and managers.

- Public companies and capital markets. Acquisitions of control in listed companies are subject to capital markets rules, including mandatory takeover offer obligations and disclosure requirements supervised by the capital markets authority.

- Notarial and registry requirements. Certain corporate acts must be notarised and then registered with the General Commercial Registry and other registries. Timely filings are essential to ensure the change of ownership is legally effective and enforceable.

Frequently Asked Questions

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

In a share purchase you buy the legal entity and inherit its assets, liabilities and contracts. In an asset purchase you buy selected assets and sometimes selected liabilities, leaving other obligations with the seller. A share deal is usually simpler for transferring licences and contracts but may carry hidden liabilities. An asset deal allows more selective acquisition but may require novations and regulatory approvals to transfer licences and contracts.

How long does a typical M&A transaction take in Greece?

Timelines vary widely. Small private deals can close in a few weeks once due diligence is complete. Mid-size deals typically take two to four months. Complex transactions, especially those requiring competition clearance or sectoral regulatory approvals, can take six months or longer. The speed depends on due diligence findings, negotiation complexity and the timing of required approvals.

Will I need competition clearance for my deal?

Possibly. If the combined market shares or turnover of the parties meet the thresholds under Greek competition law, the transaction may require notification to the national competition authority. If the transaction has cross-border effects and meets EU thresholds, the European Commission may assume jurisdiction. Your lawyer and economic advisers can help determine whether a filing is required and prepare the notification.

What are the main tax issues to consider?

Key issues include the tax treatment of the sale proceeds, VAT on asset transfers, transfer taxes, potential tax liabilities of the target, and the impact on amortisation and tax basis post-acquisition. Structured payments, earn-outs and share versus asset deals have different tax consequences. A tax specialist should be involved early in the transaction.

What happens to employees when a business is sold?

Under Greek labour law and EU principles, employees are commonly transferred to the new employer with existing rights and conditions preserved. Employers must inform and consult employee representatives about the transfer. Outstanding employment claims and social security liabilities should be assessed during due diligence and addressed in the transaction documents.

How much does legal advice for an M&A cost?

Legal fees vary by deal size, complexity and the expertise required. Fees can be charged as hourly rates, fixed fees for discrete tasks, or a combination including success fees. Expect higher fees for transactions requiring competition filings, cross-border coordination, or complex regulatory approvals. Ask potential lawyers for a fee estimate, scope of work and billing arrangement before engagement.

What documents should I prepare for initial due diligence?

Common documents include the target company’s articles of association, shareholder registers, corporate minutes and resolutions, audited financial statements and interim accounts, tax filings, employment contracts and payroll records, major customer and supplier contracts, licence and permit documents, intellectual property records, outstanding litigation and regulatory correspondence.

Are there special rules for acquiring public companies?

Yes. Acquisitions of listed companies are subject to capital markets law including disclosure duties, mandatory takeover bid rules when certain control thresholds are crossed and specific rules on insider information and market manipulation. Transactions involving listed targets require careful planning and coordination with advisers experienced in capital markets law.

What protections can a buyer include in the purchase agreement?

Buyers commonly seek warranties and representations about the target’s financial condition, assets, liabilities, contracts, compliance and tax position. Indemnities for specific risks, escrow arrangements to secure claims, purchase price adjustments for working capital, and conditions precedent to close are other standard protections. Sellers will seek to limit liability through caps, baskets and time limits.

How do I find a qualified M&A lawyer in Nea Smyrni or Athens?

Look for lawyers or firms with demonstrable experience in M&A, corporate, tax and competition law. Check professional credentials, membership in the local bar association, client references and examples of similar transactions. Discuss language capabilities, fee structures and team composition. For sector-specific deals, verify experience with the relevant regulator and approval processes.

Additional Resources

Several public and private bodies can assist or provide information relevant to M&A transactions in Greece. Useful types of resources include:

- National competition authority for merger control procedures and guidance.

- Hellenic Capital Market authority for rules on listed companies and takeover offers.

- General Commercial Registry for company registrations, filings and public company records.

- Tax authority for guidance on tax obligations and required filings.

- Sector regulators for industry-specific licensing and approval requirements.

- Local notaries for notarisation of required deeds and authenticated documents.

- Professional advisers including M&A lawyers, tax advisers, accountants and corporate finance advisers for transaction structuring and valuation.

Next Steps

If you are considering an M&A transaction in Nea Smyrni, follow these practical steps:

- Gather basic documents about the target company - ownership, financial statements, major contracts, licences and employment information.

- Define your commercial objectives - purchase structure, price range, desired timeline and main concerns.

- Engage an M&A lawyer early to guide due diligence scope, transaction structure and preliminary documentation such as non-disclosure agreements and letters of intent.

- Assemble a team including tax advisers and, if needed, sector regulatory specialists and competition economists.

- Conduct due diligence to uncover material risks and negotiate allocation of those risks in the transaction documents.

- Prepare for required filings and approvals, and build a realistic timetable that accounts for regulatory review times.

- Agree the final transaction documents, satisfy closing conditions, complete registrations and integrate the business post-closing with a plan for employees, customers and suppliers.

Engaging experienced local counsel will help you manage legal risks, navigate Greek and EU regulatory requirements, and increase the chances of a successful outcome. If you are unsure where to start, schedule an initial consultation with a qualified M&A lawyer to assess the specifics of your case and to receive a tailored action plan.