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- Merger Control Regime
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1.1 Membership of Supranational Organization
1.1.1 Is the jurisdiction a member of/party to a supranational jurisdiction?
Greece is a member of the European Union.
1.1.2 Is the jurisdiction itself a supranational jurisdiction?
1.1.3 If the answer to Section 1.1.1 and/or 1.1.2 above is in the affirmative, what are the implications hereof?
Transactions falling under the jurisdiction of the European Commission pursuant to the EU Merger Regulation are exempt from notification in Greece. In such cases, the Greek competition authority is as a general rule precluded from applying the Greek merger control rules to the transaction.
This is known as the "one-stop-shop" principle.
2. Nature of merger control regime
2.1 Mandatory or voluntary
2.1.1 Is filing mandatory or voluntary?
Filing is mandatory and must be done within 30 days of the triggering event.
2.2 Suspensory effect
2.2.1 Must completion of the transaction await clearance by the relevant authorities?
Completion of notifiable transactions must await clearance by the Greek Competition and Consumer Authority.
1. What type of transactions are caught by the merger control regime?
1.1.1 Type of transactions that are caught by the merger control rules?
A transaction is caught by the merger control rules if it brings a change of control on a lasting basis resulting from:
a) the merger of two or more previously independent undertakings or parts of undertakings; or
b) the acquisition, by one or more persons already controlling at least one undertaking, or by one or more undertakings, whether by purchase of securities or assets, by contract or by any other means, of direct or indirect control of the whole or parts of one or more other undertakings.
1.2 Joint ventures
1.2.1 What types of joint ventures are caught by the merger control rules?
The creation of joint ventures performing on a lasting basis all the functions of an autonomous economic entity resulting in permanent structural market change, i.e. a so-called "full-function" joint venture.
1.3 Definition of "control"
1.3.1 How are the concepts of "control" and "change of control" defined?
"Control" over an undertaking is defined as the possibility of exercising decisive influence on an undertaking by rights, contracts or any other means, either separately or in combination, having regard to the considerations of facts and law involved.
The assessment of whether there is a possibility of exercising decisive influence over an undertaking has to be decided on the facts in each case. Control can be established on either a de jure or de facto basis. De jure control is normally acquired on a legal basis by the acquisition of a majority of the voting rights or through special rights, while de facto control may be acquired by any other means, such as for example based on the size of the shareholding, the historic voting pattern at previous shareholders’ meetings and the position of other shareholders.
Only transactions that bring a lasting "change of control" to the undertakings concerned and in the structure of the market are covered by the Greek merger control rules. Thus, transactions resulting only in a temporary change of control, such as for instance a transitory transaction, are not covered.
1.4 Minority shareholdings
1.4.1 Are minority and other interests less than control caught by the merger control rules?
Acquisition of a minority or other interest that does not lead to an acquisition of control is not caught by the merger rules.
However, a minority interest giving the capability of exercising control, through contractual rights for instance, over the undertaking concerned is caught by the merger control rules regardless of whether control is actually being exercised.
An examples hereof would be a minority interest that confers joint control over the acquired undertaking if, by virtue of the provisions of a shareholders’ agreement or through other contractual or de facto mechanisms, the holder of the minority interest can exercise veto powers over certain “strategic” decisions of the acquired company.
2. Establishing jurisdiction for notification of mergers
2.1 Merging parties/undertakings concerned
2.1.1 Which undertakings are considered parties to the merger ("undertakings concerned") in the various types of transactions identified under Section 1.1.1 and 1.2.1.
In a merger, the undertakings concerned are each of the merging entities.
In an acquisition of control, the undertakings concerned may vary depending on the characteristics of the transaction:
- In case of acquisition of sole control, the undertakings concerned are the acquiring undertaking consisting of all entities belonging to the same group (i.e. parent, subsidiaries, sister companies etc.) and the target undertaking (i.e. not including the seller)
- In case of acquisition of joint control of a newly created joint venture, the undertakings concerned are each of the undertakings jointly acquiring control. The same applies where one undertaking contributes a pre-existing subsidiary or a business (over which it exercises sole control) to a newly created joint venture.
- In case of acquisition of joint control over a pre-existing undertaking or business, the undertakings concerned are each of the undertakings acquiring joint control and the target (the joint venture).
- In case where a pre-existing, full-function joint venture acquires control over another undertaking, the undertakings concerned are the joint venture (i.e. not including the parent companies, although their turnover should be included in the turnover calculation) and the target undertaking. Where a joint venture is mere acquisition vehicle, the undertakings concerned are in such situation the parent companies to the joint venture and the target undertaking.
- In case of change from joint control to sole control, the undertakings concerned are the undertaking acquiring the sole control and the target. The "existing" shareholder(s) (i.e. the seller(s)) is not considered an undertaking concerned.
2.2 Date for establishing jurisdiction
2.2.1 Which date is relevant for concluding whether the transaction is notifiable?
Whichever date is earlier of the date of conclusion of the binding legal agreement; the announcement of a public bid or the acquisition of a controlling interest.
2.3 General thresholds
Merger control filing is required when:
- the combined aggregate global turnover of undertakings concerned is at least EUR 150,000,000; and
- each of at least two of the undertakings concerned has an aggregate turnover exceeding EUR 15,000,000 in Greece.
2.4 Other national thresholds for ex ante merger control (e.g. sector-specific rules)
In the media sector, merger control filing is required when:
- the combined aggregate global turnover of undertakings concerned is at least EUR 50,000,000; and
- each of at least two of the undertakings concerned has an aggregate turnover exceeding EUR 5,000,000 in Greece.
2.5 Foreign-to-foreign mergers
2.5.1 Do any exemptions, special thresholds etc. apply to foreign-to-foreign mergers, i.e. where none of the undertakings concerned is domiciled in the jurisdiction?
Foreign-to-foreign mergers are notifiable in Greece if the jurisdictional thresholds are triggered.
3. Calculation and allocation of turnover, asset value, transaction value etc.
3.1 Relevant turnover
3.1.1 How is turnover defined (e.g. is income from other sources than "ordinary activities to be included, and how are rebates, taxes, internal turnover etc. treated)?
The relevant turnover to be taken into account is the net turnover derived from the sale of products and the provision of services falling within the undertakings' ordinary activities after deduction of value added tax and other taxes directly related to the sales. Group internal turnover shall not be included.
3.7 Special rules
3.7.1 Do any special rules or principles apply to the calculation, allocation etc. of turnover, assets etc. for specific undertakings (e.g. State-owned undertakings, investment funds, credit and financial institutions, insurance companies, financial holding companies, others)?
Specific rules apply to the banking and credit, insurance, electronic communications, and energy sectors.
1. Practical information
1.2 Deadlines for filing
1.2.3 What are the sanctions for not filing a notifiable transaction?
Failure to notify a transaction which requires notification is sanctionable by a fine of minimum EUR 30,000 and up to 10% of the turnover of the undertakings concerned.
The turnover applied for the calculation of the fine is that generated by the relevant products or in the relevant market.
The undertakings’ legal representatives may also be fined. Fines range between EUR 15,000 and EUR 150,000.
and last updated on March 2021 by
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