Cross-Border M&A in Greece and the Changing Regulatory Framework

Cross-border mergers and acquisitions involving Greek undertakings are governed by an increasingly complex body of domestic legislation and European Union law, which requires the parties to address matters of corporate authority, regulatory compliance, competition, taxation and contractual liability within a coordinated transaction structure. The relevance of these considerations has become particularly pronounced in transactions involving regulated businesses, strategic infrastructure and investors established outside the European Union.

The legal framework governing the acquisition of Greek companies depends principally on the corporate form of the target undertaking and the nature of the proposed transaction. Acquisitions of shares in sociétés anonymes are subject to Law 4548/2018, while investments in private companies may engage the provisions of Law 4072/2012. Corporate transformations, including mergers, demergers and conversions, are principally regulated by Law 4601/2019. These provisions determine the corporate approvals, procedural formalities and, where applicable, protections afforded to shareholders and creditors. Their application must be examined alongside any contractual restrictions on the transfer of interests and the regulatory conditions attached to the target's business activities.

An important development in the Greek investment framework was the enactment of Law 5202/2025, which established a national mechanism for screening foreign direct investments on grounds of security or public order. Investments concerning designated sensitive sectors may require examination before completion, depending on the investor's ownership structure, the target's activities and the participation acquired. The legislation extends, under specified circumstances, to investment vehicles established in another EU Member State where the requisite connection with a third country exists.

Transactions may also fall within the scope of merger control under Law 3959/2011 or Regulation (EC) 139/2004, depending on the turnover of the undertakings concerned and the jurisdictional allocation of competence. In larger transactions, Regulation (EU) 2022/2560 on foreign subsidies may introduce an additional notification requirement where its cumulative conditions are satisfied. The operation of these regimes requires particular attention to the contractual distinction between signing and completion and to restrictions on implementing the acquisition before obtaining the necessary approvals.

Legal due diligence must consequently extend beyond verification of corporate ownership and the validity of the shares being transferred. Material contractual obligations, financing arrangements, employment liabilities, regulatory authorisations, intellectual property, litigation exposure and compliance with data protection legislation may affect the economic value of the target and the allocation of transactional risk. Identified issues should be addressed through appropriately drafted conditions precedent, warranties, indemnities and completion arrangements, taking account of the enforceability of those provisions under the law governing the transaction.

For international investors, the legal structuring of an acquisition in Greece requires a transaction-specific assessment of the interaction between corporate law, regulatory approval requirements and contractual risk allocation. The effectiveness of that assessment is reflected in the extent to which the acquisition documentation secures the intended transfer of control while preserving the investor's ability to respond to legal contingencies identified before completion.

This article is general information and not legal advice. For advice on a specific matter, contact us.