A European industrial group identified a well-positioned Greek target operating in a regulated sector. The commercial rationale was compelling. The window to act was narrow. Yet within weeks of signing heads of terms, the acquirer discovered that Greek competition law and sector-specific investment legislation created conditions the deal team had not anticipated. Every week of delay risked a competitor moving first.
M&A transactions in Greece require competition clearance from the Epitropi Antagonismou (Hellenic Competition Commission) when the parties meet prescribed turnover thresholds under Greek competition legislation. A symvasi agoras metochon (share purchase agreement, or SPA) must also satisfy Greek corporate legislation governing transfer of control. The process from signing to closing typically spans three to five months, depending on the complexity of the filing and whether the Commission opens a Phase II investigation.
This case study examines how the transaction was structured, what complications arose during the regulatory process, and the lessons that apply to any cross-border buyer entering the Greek market through an acquisition.
Client profile and the challenge
The client was a mid-market industrial group headquartered in continental Europe. It had completed several acquisitions in Western Europe but had no prior experience with Greek corporate or competition law. The target was a privately held Greek company with operations across two business lines, one of which touched a sector subject to additional licensing requirements under Greek investment legislation.
The central challenge was threefold. First, the parties needed to determine whether the transaction crossed the notification thresholds under Greek competition legislation – and if so, whether an EU-level filing with the European Commission was also required. Second, the SPA needed to reflect Greek corporate law requirements, including specific rules on representations and warranties and the enforceability of indemnity provisions under Greek civil law. Third, the target's licensing position in the regulated sector created a closing condition that neither party had initially priced into the timeline.
Engaging a law firm in Greece with cross-border M&A experience was not optional at this stage. It was the critical path item.
Legal strategy: sequencing and structuring the approach
The strategy rested on three sequenced priorities. The first was a rapid jurisdictional analysis to determine the correct filing route. The transaction fell below EU merger regulation thresholds. It therefore required a domestic filing with the Hellenic Competition Commission. This finding shaped the entire timeline and resource plan.
The second priority was structuring the SPA to operate effectively under Greek law. Under Greek civil legislation, certain warranty formulations common in English-law transactions do not carry the same legal weight. The team adapted the representations and warranties provisions to reflect how Greek courts interpret contractual indemnity obligations. Specific closing conditions were drafted to address the regulatory licensing issue in the target's secondary business line. These conditions were tied to objective milestones, reducing scope for dispute at closing.
The third priority was managing the due diligence process in parallel with the competition filing preparation. A structured due diligence process identified two legacy contractual arrangements that required disclosure to the Commission as part of the market analysis. Identifying these early allowed the team to prepare explanatory submissions in advance, rather than responding reactively to Commission information requests.
For a detailed view of how Greek corporate law intersects with M&A structuring, see our service page on corporate law in Greece.
Key milestones and complications encountered
The filing was submitted to the Hellenic Competition Commission within six weeks of signing the SPA. The Commission acknowledged receipt and opened a Phase I review. This is the standard initial assessment period under Greek competition legislation, during which the Commission determines whether the transaction raises serious competitive concerns.
A complication arose mid-process. The Commission issued an information request focusing on the target's market share in one product segment. The request was broader than anticipated. Responding required the client to compile data from multiple jurisdictions, coordinating with the target's management team under confidentiality constraints. The response was filed within the prescribed period, but the process consumed additional weeks.
A second complication involved the sector licence. The relevant regulatory authority required the acquirer to submit a separate notification of the change of control. This filing ran in parallel with the competition process but operated on a different statutory timeline. Aligning both closing conditions – competition clearance and regulatory licence confirmation – required careful sequencing of the final steps toward closing.
The transaction closed with both conditions satisfied. The Commission granted clearance at the end of Phase I, without opening a Phase II investigation. The sector regulator confirmed the licence transfer within the period stipulated in the SPA's closing conditions.
To explore how similar M&A conditions apply in a comparable civil law jurisdiction, our analysis of M&A transaction structuring in Portugal covers parallel regulatory dynamics.
To discuss how the Greek M&A regulatory conditions apply to your acquisition target, contact us at info@ferrazwhitmore.com.
Three transferable lessons for cross-border M&A in Greece
Lesson one: determine the filing route before signing. Buyers frequently assume that below-threshold transactions require no competition analysis. In Greece, as in other EU member states, domestic thresholds can capture transactions that fall below EU-level triggers. Identifying the correct filing authority and timeline before signing the SPA allows parties to set realistic closing condition deadlines in the agreement itself. Misjudging this at the heads of terms stage regularly extends timelines by months.
Lesson two: adapt warranty and indemnity provisions to Greek civil law. An SPA drafted entirely on English common law assumptions may not produce the intended commercial result when interpreted under Greek civil legislation. Representations and warranties that function as conditions precedent under English law may be characterised differently by Greek courts. The SPA in this matter was specifically adapted so that the closing conditions, indemnity mechanics, and breach remedies operated as intended under the applicable governing law.
Lesson three: map all regulatory touchpoints in due diligence. Transactions involving targets in licensed or regulated sectors often carry a second layer of regulatory approval beyond competition clearance. This case required both. Buyers who identify these parallel tracks early can structure closing conditions that account for both timelines. Buyers who discover them late face a choice between renegotiating the SPA or accepting a mismatch between agreed closing dates and regulatory reality.
Our full service offer for transactions of this type is described on our M&A advisory page for Greece.
About Ferraz & Whitmore
Ferraz & Whitmore is an international law firm based in Lisbon, advising business clients across 46 jurisdictions. Our M&A practice supports acquirers, sellers, and investors through the full transaction cycle in Greece and across Europe – from pre-signing due diligence and SPA structuring to competition filings and regulatory licence transfers. We combine Portuguese civil law expertise with English common law tradition, which allows us to adapt transaction documents and closing mechanics to the requirements of each target jurisdiction. Our attorneys have advised on share purchase agreements, representations and warranties negotiations, and competition clearance filings in both civil law and common law systems. As an international law firm in Greece and across the EU, Ferraz & Whitmore provides results-oriented counsel for cross-border buyers who cannot afford delays caused by local regulatory conditions they did not anticipate. To explore how we can support your next acquisition in Greece, contact us at info@ferrazwhitmore.com.
Disclaimer: This publication is provided for informational purposes only and does not constitute legal advice. The information herein should not be relied upon as a substitute for professional legal counsel tailored to your specific circumstances. Ferraz & Whitmore assumes no liability for actions taken or not taken based on the contents of this material. For advice regarding your particular situation, please contact info@ferrazwhitmore.com.