Merger Control in Greece Following the 2025 Legislative Amendments

The acquisition of control over an undertaking active in Greece may require prior notification to the competent competition authority where the transaction constitutes a concentration and the applicable jurisdictional thresholds are satisfied. The principal domestic framework is established by Law 3959/2011, as amended, which operates alongside the European merger control regime under Regulation (EC) 139/2004.

Under Article 6 of Law 3959/2011, the general obligation to notify a concentration to the Hellenic Competition Commission arises where the aggregate worldwide turnover of the undertakings concerned amounts to at least EUR 150 million and at least two of those undertakings each generate turnover exceeding EUR 15 million in the Greek market. The determination of relevant turnover requires application of the statutory attribution and calculation rules and cannot be made solely by reference to the revenues of the corporate entity whose shares are being acquired.

The concept of concentration encompasses mergers between previously independent undertakings, acquisitions resulting in a lasting change of control and the establishment of joint ventures performing the functions of an autonomous economic entity on a lasting basis. Control may arise through share ownership, contractual rights or other arrangements conferring decisive influence over the undertaking's strategic commercial conduct. Accordingly, acquisitions involving minority shareholdings may fall within the regime where the rights acquired confer sole or joint control.

Law 5255/2025 amended Article 6 of Law 3959/2011 by removing the former requirement to submit a notification within 30 days of the relevant agreement or other triggering event. Under the amended framework, notification may take place after the relevant contractual commitment, provided that it is submitted before implementation of the concentration. The requirement to obtain the necessary clearance and the prohibition on premature implementation continue to apply.

The substantive assessment concerns whether the concentration is liable to significantly impede effective competition in the relevant market, taking account of market structure, competitive constraints, barriers to entry and other factors relevant to the transaction. The Commission may examine proposed commitments where competition concerns arise and may prohibit transactions that fail to satisfy the applicable substantive standard.

The parties must also establish whether the transaction falls within the exclusive jurisdiction of the European Commission under the EU Merger Regulation or engages another competent authority under a sector-specific framework. Foreign direct investment screening and the Foreign Subsidies Regulation may operate concurrently, although they pursue different regulatory objectives.

Acquisition agreements should address the parties' respective obligations to pursue clearance, provide information, propose or accept commitments and preserve the target's business during the period preceding completion. These matters affect the allocation of regulatory risk and the extent to which the purchaser may lawfully influence the target before the transaction has been authorised.

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