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Private equity activity in Elliniko - as in the rest of Greece - involves investment in privately held companies, acquisitions of controlling or minority stakes, restructurings and exits. Legal work in this area combines company and commercial law, contract drafting and negotiation, regulatory compliance, tax planning, corporate governance and dispute prevention. Local counsel in Elliniko will handle matters such as fund formation, structuring acquisitions through Greek corporate vehicles, preparing and negotiating share purchase agreements and shareholder agreements, securing necessary regulatory approvals and advising on employment and real estate issues that typically arise in transactions.
Private equity transactions are complex and involve multiple legal and commercial risks. You may need a lawyer in the following common situations:
- You are forming or managing a fund and require advice on regulatory registration, fund structure and investor agreements.
- You are negotiating an acquisition - whether a share purchase or asset purchase - and need help with pricing mechanisms, warranties and indemnities, escrow arrangements, and closing mechanics.
- You require legal due diligence to identify liabilities related to contracts, employees, real estate, tax exposure, litigation and regulatory risks.
- You are drafting or reviewing shareholder agreements to set governance rules, exit mechanisms, pre-emption rights, tag-along and drag-along provisions, vesting and management incentives.
- You need assistance with financing and security packages - including share pledges, guarantees and mortgages - and with registering securities and complying with formalities.
- You are planning an exit - trade sale, secondary sale, or IPO - and need support with deal execution, disclosure, and regulatory filings.
- You face post-closing disputes, employment issues after a change of control, or restructuring and insolvency matters.
This section summarizes the main legal areas that affect private equity deals in Elliniko and what to expect when seeking advice.
Corporate law - Greek company law governs the types of vehicles commonly used in private equity deals. Key forms include the Societe Anonyme - Anonymi Etairia - used for larger investments, the Private Company - I.K.E. - which is flexible for smaller structures, and limited liability company forms. Company law sets rules on share transfer restrictions, pre-emption rights, board and shareholder decision-making, minority protections and disclosure obligations. Shareholder agreements are widely used to tailor governance and exit mechanisms.
Fund regulation - Private equity funds that accept capital from outside investors are often structured as alternative investment funds. The operation and management of such funds is regulated under EU rules and national implementing regulations. Managers may need authorization or registration with the national market regulator and must comply with investor disclosure, risk management and reporting obligations. Local regulator oversight is an important factor for fund managers and investors.
Mergers and competition - Transactions that meet thresholds for turnover or market share may require notification to the competition authority for merger control review. Clearance may be required before completing a deal in order to avoid fines or forced remedies. Even where formal notification is not required, competition law risks should be evaluated during due diligence.
Taxation - Tax considerations shape deal structure, financing, distributions and carried interest. Key tax issues include corporate income tax, taxation of capital gains, dividend withholding, indirect taxes and transfer duties, and incentives available for strategic or green investments. Cross-border investments raise issues of double tax treaty relief and transfer pricing. Specialized tax advice is essential to optimize after-tax returns and to ensure compliance with filing obligations.
Employment and social security - Greek employment law provides strong protections for employees. Transfers of undertakings, collective agreements, notice periods and severance obligations can materially affect deal economics. Social security liabilities may arise on the transfer of employees or on reorganizations, so careful review and planning are needed.
Real estate and permits - Many private equity targets hold material real estate or operate under regulatory permits. Titles, leases, zoning, planning approvals and environmental liabilities must be checked and cleared where necessary. Security interests over real estate require compliance with registration and formalities under Greek law.
Security and enforcement - Creditor protections and methods of taking security are central to financed acquisitions. Common security includes share pledges, pledges over receivables and inventory, mortgages and assignment of rights. Registration and notarial requirements should be followed to ensure enforceability. Enforcement remedies and insolvency proceedings are governed by insolvency law and can be time sensitive.
Regulatory approvals and sector rules - Certain sectors such as financial services, energy, telecommunications, transport and defence are subject to specific licensing rules and may require governmental approvals for transactions or foreign investment screening. Private equity investors should identify sector-specific regulators and permit conditions early in the process.
Anti-money laundering and KYC - Fund managers, banks and advisers must comply with anti-money laundering and know-your-customer obligations. These rules affect investor onboarding, transfers of funds and documentation retained by advisers and trustees.
Choice of vehicle depends on deal size, investor profile, tax considerations and regulatory constraints. Common options include the Anonymi Etairia - SA - for larger, more formal structures, the I.K.E. for flexible and tax-efficient holding structures, and special purpose vehicles for single investments. Fund managers will consider whether to use onshore structures or cross-border entities in coordination with tax and regulatory advisers.
It depends on the fund structure and the activities of the manager. Many private equity funds fall within the scope of alternative investment fund rules and may require registration or authorization for the manager and compliance with reporting, capital and governance rules. Local counsel can assess whether AIF rules or other national requirements apply and help prepare filings with the market regulator.
Typical steps include: initial term sheet and exclusivity, comprehensive due diligence, negotiation of the share or asset purchase agreement and ancillary documents, financing and security arrangements, regulatory filings and approvals, closing procedures, post-closing adjustments and integration. Legal advisers support each stage to manage risk and to structure deal protections such as warranties, indemnities, escrows and holdbacks.
Warranties and indemnities are contractual and enforceable, subject to the general principles of contract law. Parties commonly negotiate caps, baskets and time limits. Certain claims may be excluded by reference to disclosure schedules. It is important to ensure that warranties are clear, that remedies are agreed in advance and that the enforcement mechanisms are practical under Greek enforcement procedures.
Greek employment law protects employees on transfers of undertaking. A change of control can trigger notice obligations, consultation requirements and potentially increased liabilities such as redundancy payments. Collective agreements and employee representative structures should be identified during due diligence. Employers should plan for post-closing integration while respecting statutory protections.
Investors will face corporate income tax, taxation of dividends and capital gains, VAT where applicable, and social security obligations tied to employees. Cross-border structures raise withholding tax and treaty considerations. There are also transaction-related taxes and duties to review. Accurate tax analysis is essential to determine net returns and to design efficient ownership structures.
Many acquisitions by foreign investors are permitted, but certain strategic sectors may require prior governmental approval or be subject to foreign investment screening. Transactions that affect national security, critical infrastructure or regulated industries require early engagement with authorities. Local counsel can advise on notification thresholds and screening procedures.
Minority protections are usually implemented through well-drafted shareholder agreements that provide pre-emption rights, information rights, veto rights on key matters, board representation and tag-along rights. Legal remedies for oppression and unfair prejudice are also available under company law. Effective protection combines contractual provisions with practical governance mechanisms and enforcement plans.
Common exits include sales to strategic buyers, secondary sales to other financial investors, trade sales to management or management buyouts, and public listings on the stock exchange. Each route has legal, tax and timing implications. Preparing the company for exit typically involves cleaning up corporate records, addressing legacy liabilities and improving governance and reporting standards.
Legal fees vary by complexity, deal size and required specialisms - such as tax, competition or real estate work. Costs may be structured as hourly rates or fixed fees for defined scopes. Transaction timelines depend on diligence needs, negotiation complexity, regulatory approvals and financing contingencies. Simple transactions can close in a few weeks while complex or regulated deals may take several months. Obtain a fee estimate and a staged engagement plan from counsel early in the process.
For authoritative guidance and filings you may consult or engage with the following types of bodies and organisations in Greece:
- The national market regulator responsible for capital markets and fund managers.
- The national competition authority for merger filings and antitrust guidance.
- The General Commercial Registry - the public business registry where companies file formation and corporate changes.
- The national tax authority for tax registration, filings and guidance on incentive schemes.
- The ministry responsible for development and investment for investment incentive programs and major project approvals.
- Local chambers of commerce and regional investment promotion agencies for practical business information and introductions.
- Industry associations such as venture capital and private equity groups and business law trade associations for networking and best practices.
- Accredited accounting and audit firms to assist with financial due diligence and tax structuring.
- Experienced local law firms and English-speaking counsel in Elliniko who specialise in corporate transactions, funds, tax, employment and real estate.
If you are considering a private equity transaction in Elliniko, consider the following practical next steps:
- Prepare an initial briefing note outlining your objectives, timeline, proposed structure and key commercial terms.
- Engage experienced local legal counsel early - ideally at the term-sheet stage - to identify deal breakers, regulatory constraints and tax implications.
- Commission targeted due diligence - corporate, tax, employment, real estate, IP and regulatory - to quantify risks and price adjustments.
- Agree deal protections and governance terms in writing - including warranties, indemnities, escrow and exit mechanics - tailored to the identified risks.
- Check for sector-specific approvals and foreign investment screening before committing irreversible resources.
- Plan integration and post-closing compliance steps, such as filings with the commercial registry, notifications to authorities and employee communications.
- Request a clear fee proposal and engagement letter from your lawyer setting out scope, milestones and estimated costs.
Private equity transactions involve legal, commercial and regulatory complexity. Working with local advisers in Elliniko who combine corporate, tax and regulatory experience will reduce risk, speed execution and protect value. If you need help, start with a short consultation to evaluate your options and map a workable plan.
