Legal Due Diligence in the Acquisition of Greek Companies

Legal due diligence in the acquisition of a Greek undertaking serves to establish the legal position of the target company, identify existing and contingent liabilities and determine whether the rights proposed to be acquired correspond to the contractual and commercial assumptions underlying the transaction. Its scope is necessarily influenced by the corporate form of the target, the regulated or unregulated nature of its activities and the acquisition structure selected by the parties.

The examination of corporate matters ordinarily begins with the company's incorporation documents, articles of association, commercial registry records and historical corporate decisions. Particular attention must be given to the lawful issuance and ownership of shares or corporate interests, restrictions on their transfer, shareholder agreements and the authority of the persons representing the company. Where the acquisition concerns a controlling participation, the investigation should also establish whether minority shareholders hold consent, information or other rights capable of affecting implementation or subsequent management.

The contractual review encompasses financing arrangements, guarantees, security interests, material supply and customer contracts, leases and agreements containing termination or change-of-control provisions. These contractual arrangements may impose restrictions on the acquisition or give rise to repayment obligations and third-party consent requirements. Employment matters require a separate examination of contractual entitlements, accrued liabilities, collective arrangements and the possible implications of the transaction for the workforce.

Regulatory compliance assumes particular significance where the target operates in a sector subject to administrative authorisation or continuing supervision. The existence of a licence must be considered together with its continuing validity, the fulfilment of conditions attached to its issuance and the consequences of a change in ownership or control. Environmental obligations, personal data processing, cybersecurity, intellectual property ownership and pending administrative proceedings may require specialist investigation.

Where the target owns or uses real estate, legal due diligence should be complemented by appropriate technical examination of title, cadastral registration, planning status, building permits and permitted uses. Discrepancies between the registered description and the actual condition of a property may have consequences for financing, development or continued lawful operation of the business.

The findings of due diligence acquire their principal contractual significance through their incorporation into the acquisition documentation. Matters capable of remedy before completion may be addressed through specific obligations or conditions precedent. Identified exposures may justify adjustments to the consideration, particular indemnities, retention mechanisms or negotiated limitations on liability. The applicable law, disclosure arrangements, limitation periods and available security for the seller's obligations require separate evaluation.

The legal investigation should ultimately produce a reasoned assessment of the risks assumed by the purchaser, distinguishing matters capable of contractual allocation from legal defects that may affect the validity, feasibility or fundamental economic assumptions of the acquisition.

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