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Merger and acquisition activity in Vouliagmeni operates within the framework of Greek national law and European Union rules. Vouliagmeni is part of the Municipality of Vari-Voula-Vouliagmeni in the Attica Region, so local administrative matters such as permits, zoning, and certain registrations are handled at the municipal or regional level. The legal rules that govern deal structures, corporate approvals, competition filings, tax, employment, and public company takeovers are set at the national and EU level. This means that whether you are acquiring a hospitality asset on the Athens Riviera, combining technology businesses serving the greater Athens market, or undertaking a cross-border strategic transaction, you will navigate the same Greek corporate and regulatory framework while paying attention to local practicalities such as real estate checks, coastal and environmental rules, and municipal procedures.
In Greece, corporate transformations including mergers, demergers, and hive-downs are governed by specific statutes that harmonize Greek law with EU directives. Private acquisitions are typically structured as either share deals or asset deals, while public acquisitions follow takeover bid rules. Transactions may also trigger review by the Hellenic Competition Commission, sector regulators, or the Hellenic Capital Market Commission. Successful dealmaking in Vouliagmeni requires careful planning, due diligence tailored to the asset profile and location, and coordination with experienced local advisors.
Lawyers experienced in Greek M&A help you understand the legal landscape, evaluate risks, and execute the transaction efficiently. You may need counsel if you are choosing between a share purchase and an asset purchase, designing a merger or hive-down under Greek corporate transformations law, or negotiating a joint venture. Legal support is critical for drafting and negotiating letters of intent, confidentiality agreements, share purchase agreements, asset transfer agreements, shareholders agreements, and finance and security documents.
Due diligence in Greece requires coordinated reviews of corporate records, contracts, litigation, licenses, employment, tax, intellectual property, data protection, and real estate titles. In Vouliagmeni, property and zoning checks are particularly important for hospitality, retail, and coastal assets. Counsel will manage regulatory filings and clearances, including merger control notifications, sector approvals such as for telecom or energy, and public takeover procedures. Lawyers also advise on workforce transfers, employee consultation, and compliance with GDPR. They coordinate with tax advisors on deal structure, purchase price mechanisms, tax clearances, and post closing integration. If you are a foreign investor, counsel will manage notarization, translations, apostilles or legalizations, and local registration requirements so that signing and closing can occur smoothly and lawfully.
Corporate forms and transformations. Greek company law provides several corporate forms used in M&A, including the société anonyme and the private company. Corporate transformations such as mergers, demergers, hive-downs, and spin-offs are primarily governed by Greek law on corporate transformations, which implements EU directives. These procedures set out required documentation, expert reports where applicable, board and shareholder approvals, creditor protection, and filings with the General Commercial Registry known as GEMI. Many transformation deeds and certain corporate resolutions are executed before a Greek notary and filed with GEMI to take effect.
Private M&A. Share deals transfer ownership of a company and all its assets and liabilities. Asset deals transfer selected assets and contracts, often requiring counterparty consents and additional registrations. Greek law recognizes representations and warranties as well as indemnities, with common mechanisms such as escrows, holdbacks, and warranty and indemnity insurance in larger transactions. Documents are usually governed by Greek law for Greek companies and assets, though foreign law may be used in cross border deals alongside mandatory Greek rules. Greek language versions and certified translations are typically needed for filings and notarial acts.
Public M&A. Takeover bids for listed companies are regulated by Greek takeover law implementing the EU Takeover Directive. Mandatory bids are generally required when a person acquires control defined by reference to voting rights thresholds, typically at or above one third, subject to specific rules and exemptions. Major holdings must be disclosed at set thresholds such as 5 percent, 10 percent, 15 percent, 20 percent, 25 percent, one third, 50 percent, two thirds, and 75 percent. After a successful offer, squeeze out and sell out rights may apply when a high acceptance level is reached, commonly 90 percent. The Hellenic Capital Market Commission supervises takeover procedures, disclosure, and market abuse compliance.
Merger control and antitrust. Concentrations with a sufficient nexus to Greece must be notified to the Hellenic Competition Commission before implementation if statutory turnover thresholds are met. As a general guide, notification is required when the combined worldwide turnover of the undertakings concerned reaches a high threshold and at least two parties have significant turnover in Greece. The HCC conducts a Phase I review on a short timetable and may open Phase II for more complex cases. Transactions with an EU dimension fall under the EU Merger Regulation reviewed by the European Commission. Standstill applies, meaning you must not implement the concentration before clearance. Clean team and gun jumping protocols are essential during due diligence and integration planning.
Sector approvals and FDI. Certain industries such as banking, insurance, energy, aviation, media, and telecoms require regulator approvals or notifications for changes of control. Greece aligns with the EU framework on foreign direct investment screening through cooperation mechanisms, and sectoral approvals can serve a similar function. Early scoping of licensing and fit and proper tests is critical where regulated entities are involved.
Employment and pensions. Transfer of undertakings rules implementing EU law safeguard employees when a business is transferred. Employees typically transfer automatically on existing terms, and information and consultation obligations apply. Collective bargaining agreements, seniority, accrued benefits, and notification to labor authorities must be factored into the timeline. Post closing restructuring requires compliance with Greek labor law on redundancies and changes to terms.
Data protection. The EU GDPR applies, supervised locally by the Hellenic Data Protection Authority. M&A parties must handle personal data in data rooms lawfully, apply data minimization and redaction where necessary, use clean teams for sensitive data, and update privacy notices post closing.
Real estate and environmental. Title and encumbrance checks are performed at the Hellenic Cadastre and relevant land registries. For Vouliagmeni and the coastal zone, buyers should assess shoreline and beach public domain rules, concessions, zoning and urban planning restrictions, building permits, and any archaeological or environmental protection zones. Environmental permits and hotel classification or tourism licenses may be critical for hospitality assets.
Tax. Deal structure drives tax outcomes. Share transfers are generally outside the scope of VAT. Asset deals may attract VAT or transfer taxes depending on the assets and whether a transfer of a going concern applies. Transfers of Greek real estate typically incur real estate transfer tax, commonly at 3 percent on the taxable value plus local surcharges. Corporate income tax is imposed on gains realized by companies, while individuals face capital gains tax subject to exemptions. Greek law provides tax neutrality for qualifying mergers and demergers that implement EU tax directives, subject to conditions. Withholding taxes may apply to dividends, interest, and royalties, mitigated by treaties and EU directives. Always confirm current rates and incentives with a tax advisor.
Formalities and documentation. Many corporate transformations and certain share transfers, especially in limited liability companies, require a notarial deed. Foreign corporate documents used in Greece often need an apostille or consular legalization and certified Greek translations. Filings with GEMI are required for effectiveness against third parties and for publicity. Banking due diligence and anti money laundering checks under Greek AML law apply to both counterparties and funds flow.
EU developments. In addition to the EU Merger Regulation and GDPR, the EU Foreign Subsidies Regulation may require notification of certain large transactions where parties have received significant non EU financial contributions. Parties should screen for these rules early as they can affect timing and conditions.
Simple private deals can sign within 4 to 8 weeks after term sheet if due diligence is straightforward and no regulatory approvals are needed. If Hellenic Competition Commission clearance is required, add at least 1 to 2 months for Phase I from complete filing. Sector approvals, complex due diligence on real estate or environmental matters, or cross border elements can extend the timeline. Public takeovers follow statutory timetables supervised by the Hellenic Capital Market Commission.
You must notify if the deal is a concentration and the turnover thresholds under Greek competition law are met, which generally means high combined worldwide turnover and significant Greek turnover for at least two parties. If the deal meets EU dimension thresholds, it is reviewed by the European Commission instead. Your lawyer will run a jurisdictional analysis early in the process.
Same day sign and close is possible only if there are no conditions precedent such as merger control clearance, sector approvals, third party consents, financing conditions, or notarial formalities that require prior steps. In many Greek deals, conditions and filings make a gap between signing and closing prudent.
Share deals are simpler from an operational standpoint and transfer all assets and liabilities. Asset deals allow you to cherry pick assets and leave behind unwanted liabilities, but they require novations, consents, and separate registrations for each asset. Tax, licensing, and employment issues often drive the choice. Your advisors can run scenarios to compare net outcomes.
On a transfer of business, employees usually transfer automatically with acquired rights. You must inform and, where required, consult employees or their representatives in advance. Collective bargaining agreements, accrued benefits, and seniority must be respected. Post closing changes and restructurings must comply with Greek labor law requirements.
Due diligence is usually performed in a virtual data room under a non disclosure agreement. Legal counsel reviews corporate, contracts, litigation, licenses, data protection, IP, employment, and regulatory matters. In Vouliagmeni, real estate checks at the Hellenic Cadastre and land registries, zoning and coastal restrictions, building permits, and environmental compliance are often key for hospitality and real estate centric deals.
Share transfers are usually outside VAT. Asset transfers may attract VAT or transfer tax depending on the assets and whether a going concern transfer applies. Real estate transfer tax commonly applies at 3 percent of taxable value plus surcharges. Corporate gains are taxed at the corporate rate, while individuals may face capital gains tax. Withholding taxes can apply to dividends, interest, and royalties. Qualifying mergers and demergers may be tax neutral. Confirm current rates and eligibility with a tax advisor.
A bidder who acquires control in a listed company must generally launch a mandatory offer. There are strict rules on offer price, cash consideration in certain cases, disclosure, and conduct during the offer period. Major shareholding thresholds trigger transparency notifications. After a successful offer reaching a high acceptance level, squeeze out and sell out rights may be available. The Hellenic Capital Market Commission oversees compliance.
Negotiation drafts are often in English, especially in cross border deals. For filings with Greek authorities, a Greek language version or certified translation is typically required. Notarial deeds and corporate resolutions are prepared in Greek. Foreign corporate documents usually need apostille or consular legalization and certified translations.
Vouliagmeni is a coastal, tourism oriented area. For asset heavy deals, pay special attention to shoreline and beach public domain rules, concessions for seafront use, zoning and urban planning restrictions, hotel and tourism licensing, environmental permits, and archaeological zones. Coordination with the Municipality of Vari-Voula-Vouliagmeni and regional authorities can affect timing.
Hellenic Competition Commission for merger control notifications and decisions.
Hellenic Capital Market Commission for public takeover supervision, listed company disclosures, and market abuse rules.
General Commercial Registry known as GEMI for company filings, corporate transformations, and public records.
Ministry of Development and Investments for company law and investment policy matters.
Hellenic Data Protection Authority for GDPR guidance and notifications.
Independent Authority for Public Revenue for tax rulings, registrations, and clearances.
Municipality of Vari-Voula-Vouliagmeni for local permits, zoning information, and municipal procedures.
Hellenic Cadastre and local land registries for real estate title and encumbrance checks.
Bank of Greece and sector regulators such as the Hellenic Telecommunications and Post Commission and the Regulatory Authority for Energy for regulated sectors.
Hellenic Industrial Property Organisation for patents and trademarks registration and searches.
Athens Bar Association and local Notaries Associations for locating qualified legal and notarial professionals.
Define your objectives and constraints, including what you want to acquire, the timeline, financing, and risk tolerance. Engage a local M&A lawyer in Greece and a tax advisor early to shape structure and documentation. Execute a clear non disclosure agreement and prepare a focused information request for diligence. Agree on a term sheet that records the key commercial points, conditions, and exclusivity. Plan regulatory strategy by screening for merger control, sector approvals, foreign subsidies notification where relevant, employment consultation, data protection, and any municipal or environmental permits. Set a realistic timetable that builds in time for clearances, notarial formalities, translations, and GEMI filings. Establish clean team protocols to avoid gun jumping and protect sensitive data. Align financing, escrow or guarantees, and signing and closing mechanics. Finally, map post closing integration steps, governance, and any required rebranding, license transfers, or workforce changes.
