Best Merger & Acquisition Lawyers in Thivais

About Merger & Acquisition Law in Thivais, Greece

Merger and acquisition activity in Thivais operates within Greece’s national legal framework, which is harmonized with European Union rules. Whether you are purchasing a local company, selling a business unit, forming a joint venture, or completing an intra-group reorganization, the core rules on corporate transformations, competition clearance, public tender offers, employment protection, tax, and sector approvals apply uniformly across Greece. Local implementation in Thivais typically involves filings with the local chamber for the General Commercial Registry and coordination with national authorities where required.

M&A deals are commonly structured as share deals, asset deals, mergers or demergers, cross-border transformations, and joint ventures. Private transactions are driven by contract and company law, while public transactions are governed by specialized takeover rules for listed companies. Greek law provides detailed procedures for corporate transformations, requires mandatory merger control filings above set turnover thresholds, and protects employees when a business is transferred as a going concern. Proper planning and early local engagement are key for efficient execution in Thivais.

Why You May Need a Lawyer

A lawyer helps identify the right structure, manage risk, and ensure compliance with Greek and EU rules. You may need legal support when negotiating letters of intent and purchase agreements, conducting due diligence on corporate, financial, tax, employment, real estate, environmental, intellectual property, data protection, and litigation matters, and evaluating competition or sector approvals. Counsel is also critical for drafting warranties and indemnities, navigating conditions precedent, arranging escrow or warranty and indemnity insurance, and coordinating closing and post-closing steps.

Situations that commonly require legal help include transactions likely to trigger Hellenic Competition Commission review, acquisitions of listed companies subject to mandatory takeover bid rules, deals involving regulated sectors such as banking, insurance, energy, telecoms, and gaming, transactions that transfer employees under Greece’s transfer of undertaking regime, acquisitions that include real property in or near Thivais requiring notarial deeds and cadastral checks, cross-border deals needing translations and apostilles, and restructurings that must be recorded with the General Commercial Registry.

Local Laws Overview

Corporate forms and transformations. Greek companies are commonly Societes Anonymes and Private Companies. Corporate transformations, including mergers, divisions, conversions, and cross-border moves, are governed primarily by Law 4601-2019 along with company law statutes such as Law 4548-2018 for Societes Anonymes and Law 4072-2012 for Private Companies. Corporate actions must be recorded with the General Commercial Registry, maintained locally by the Chamber of Boeotia for entities based in Thivais.

Merger control. Concentrations must be notified to the Hellenic Competition Commission when the aggregate turnover of the undertakings concerned in Greece exceeds 150 million euros and at least two undertakings each have turnover in Greece of at least 15 million euros. Filing is due within 30 calendar days of signing a binding agreement or announcement of a public offer. A standstill obligation applies until clearance. The Commission typically issues a Phase I decision within about 30 days of a complete filing. Complex cases can proceed to a Phase II in-depth review. Gun-jumping is prohibited and can attract fines.

Public M&A and takeovers. Acquisitions of listed companies are regulated by Law 3461-2006 on public takeover bids, supervised by the Hellenic Capital Market Commission. A mandatory bid is generally required when a buyer acquires voting rights exceeding one third in a listed company. Squeeze-out and sell-out rights typically arise around the 90 percent threshold. Additional capital markets rules on disclosures, market abuse, and prospectuses apply to public deals.

Employment and TUPE. Transfers of a business or part of a business usually trigger Greece’s implementation of the EU transfer of undertaking regime, which preserves employees’ terms and continuity of employment. Employee information and, where applicable, consultation obligations apply. Collective redundancies are governed by specific Greek rules. Early engagement with employee representatives and accurate payroll and benefits due diligence are essential.

Real estate and notarial formalities. Asset deals that include real property require a notarial deed and registration with the land registry or the national cadastre. Due diligence should cover ownership, encumbrances, zoning, forest maps, and planning permits. Share transfers in Societes Anonymes are generally executed by private documents and entries in the share register, while transfers of quotas in limited liability companies may require a notarial deed. Check the target’s articles for any transfer restrictions or approvals.

Tax. Greece provides tax-neutral regimes for qualifying mergers and divisions under the Income Tax Code implementing the EU Merger Directive, subject to conditions. Share transfers are generally outside the scope of VAT, while real estate asset transfers usually attract real estate transfer tax. Capital gains, stamp duty, and withholding tax may arise depending on the structure. Early tax structuring and clear allocation of pre-closing and post-closing tax liabilities are standard practice.

Sector approvals. Acquisitions in regulated industries may require prior approvals or fit-and-proper assessments by bodies such as the Bank of Greece for financial institutions and insurers, the Regulatory Authority for Waste Energy and Water for energy, and the Hellenic Telecommunications and Post Commission for communications. Gaming, aviation, media, and healthcare also have sector-specific rules. Identify applicable approvals at the term sheet stage to avoid delays.

Data protection and information sharing. Data rooms and diligence must comply with the General Data Protection Regulation and Greek implementing legislation. Sensitive personal data and antitrust-sensitive information require appropriate safeguards and clean team protocols. Transfer mechanisms must be considered for cross-border data flows.

Documentation, language, and legalization. Greek law often governs domestic targets. Parties may negotiate in English, but filings, notarial deeds, and corporate resolutions may need Greek language versions. For cross-border deals, apostilles or consular legalization and certified translations are frequently required. Timeline planning should account for these steps in Thivais and nationally.

Dispute resolution. Share purchase agreements commonly include Greek courts jurisdiction or arbitration seated in Greece or another neutral venue. Interim relief in Greece is available to preserve rights or prevent asset dissipation. Choice of law and forum should be aligned with enforcement strategies and asset location.

Frequently Asked Questions

What are the most common M&A structures in Thivais

Parties usually choose between share deals, asset deals, and statutory mergers or demergers. Share deals are common for cleaner execution and to preserve contracts and licenses, while asset deals are used to cherry-pick assets and liabilities. Statutory transformations are used for corporate reorganizations and some cross-border consolidations.

When do I have to file with the Hellenic Competition Commission

You must notify a concentration if the aggregate turnover of the parties in Greece exceeds 150 million euros and at least two parties each have at least 15 million euros in Greek turnover. Filing is due within 30 days of signing or public announcement. The deal cannot close before clearance unless an exemption is granted.

How long does antitrust clearance take

Straightforward cases are often cleared in Phase I in about 30 days from a complete filing. Complex cases can move to Phase II, which involves a deeper review and a longer timetable. Pre-notification contacts with the authority help refine the filing and reduce timing risk.

What triggers a mandatory takeover bid for a listed company

Acquiring voting rights exceeding one third of a listed company typically triggers a mandatory offer to all shareholders at an equitable price under Greek takeover law. Additional rules apply to creeping acquisitions and thresholds close to majority control. The Hellenic Capital Market Commission supervises the process.

How are employees affected by a business transfer

In a transfer of undertaking, employees automatically move to the buyer with continuity of employment and existing terms preserved. There are information and, where applicable, consultation obligations. Collective agreements and accrued rights must be checked and properly reflected in the purchase price and indemnities.

Are share transfers subject to VAT or real estate transfer tax

Share transfers are generally not subject to VAT. Real estate asset transfers typically attract real estate transfer tax and require a notarial deed. Tax-neutral merger or division regimes may apply if statutory conditions are satisfied. Always seek transaction-specific tax advice early.

Do foreign investors face special restrictions

Greece is open to foreign investment, subject to merger control and sector approvals. Certain industries have licensing or fit-and-proper tests. EU law on screening of foreign direct investment informs cooperation among member states, and Greece applies sector and public interest rules where relevant.

What due diligence is standard in Greek M&A

Buyers commonly review corporate and regulatory compliance, financials, tax, employment, pensions, material contracts, real estate and permits, intellectual property, data protection, environmental matters, litigation, and insurance. In Thivais, real estate and permitting checks often include cadastre, zoning, and industrial or agricultural land status.

Will I need a notary in my transaction

Notarial involvement is required for real estate conveyances and certain corporate acts or quota transfers in specific company types. Many share purchase agreements are private documents, but filings with the General Commercial Registry and board or shareholder resolutions are still necessary.

Can transaction documents be in English

Yes, parties often negotiate and sign English documents. However, filings to authorities, notarial deeds, and corporate resolutions may need Greek language versions or certified translations. Plan additional time for translations and legalization where cross-border parties are involved.

Additional Resources

Hellenic Competition Commission

Hellenic Capital Market Commission

General Commercial Registry - GEMI

Chamber of Boeotia

Bank of Greece

Regulatory Authority for Waste Energy and Water

Hellenic Telecommunications and Post Commission

Hellenic Data Protection Authority

Ministry of Development and Investments

Independent Authority for Public Revenue

Hellenic Labor Inspectorate

Hellenic Republic Asset Development Fund

Next Steps

Define your objectives and deal structure. Decide early whether you are pursuing a share deal, asset deal, or merger, and identify any regulated activities that require approvals. Prepare a confidentiality agreement to enable diligence while protecting sensitive information.

Assemble your advisory team. Engage M&A counsel experienced with Greek law and local practice in Thivais, tax advisors, financial advisors, and if needed sector specialists and technical consultants. Appoint a project manager for the timeline and workstreams.

Map regulatory and timing requirements. Confirm whether merger control, takeover rules, sector approvals, foreign investment considerations, or notarial acts apply. Build a closing checklist with conditions precedent and a realistic timeline that includes translations and registry filings with the local GEMI office.

Run focused due diligence. Prioritize red flags that affect price, risk allocation, or feasibility, such as licenses, real estate, environmental permits, key contracts, employee liabilities, and pending disputes. Use clean team protocols for competitively sensitive information.

Negotiate balanced documentation. Address purchase price mechanics, warranties, indemnities, limitations of liability, escrow or warranty and indemnity insurance, pre-closing covenants, and post-closing integration. Align governing law, jurisdiction or arbitration, and enforcement strategy with the location of assets and parties.

Plan closing and integration. Prepare signing and closing deliverables, regulatory notifications, stakeholder communications, and post-closing filings. Implement an integration plan covering HR, IT, commercial, compliance, and reporting to capture synergies and meet legal obligations.

Important note. This guide provides general information and is not legal advice. For advice tailored to your situation in Thivais, consult a qualified Greek M&A lawyer.