Private Equity 2025 Comparisons

Over the past 12 months, the Greek M&A and private equity (PE) market has experienced notable growth, driven by macroeconomic stability, increased foreign investor confidence, and sectoral dynamism. In 2024, deal volume and value reached historic highs, with Greece recording over EUR20 billion in M&A activity.

Sectors attracting strong PE and M&A interest include:

• technology (particularly software and AI-driven platforms);
• renewable energy (notably renewable energy sources and battery energy storage systems);
• tourism;
• hospitality;
• health and insurance services; and
• education (both primary/secondary and tertiary education sectors).

It should also be stressed that the authors have seen deals with unprecedented value in sectors involving gaming and financial services.

Public-to-private deals and cross-border strategic acquisitions have also intensified, particularly in the financial services sector, where systemic bank consolidation and Hellenic Financial Stability Fund divestments have been key developments.

Over the past 12 months, PE activity in Greece has remained resilient and sector-specific, reflecting a measured rebound following broader macroeconomic headwinds. Key areas of investor interest include energy (particularly renewables), technology, hospitality real estate and business services, with mid-market and niche transactions gaining momentum.

Macroeconomic conditions have played a critical role in shaping deal activity. Although interest rates remained elevated into early 2024, the gradual easing of monetary policy by the European Central Bank has improved financing conditions. Additionally, the expansion of private credit markets and a marked reduction in non-performing loans within the banking sector have enhanced access to capital, supporting PE-backed growth and acquisition strategies.

Geopolitical stability and ongoing structural reforms – including new legislative incentives for R&D and foreign investment – have further supported PE investment. The continued deployment of EU recovery funds and Greece’s return to investment-grade ratings have contributed to positive investor sentiment, particularly among regionally focused or sector-specialist funds.

Overall, while exit timelines remain extended and global fundraising conditions remain challenging, Greece’s PE market has remained active in strategically aligned sectors and is expected to continue benefiting from structural tailwinds and improving macro-financial conditions.

In 2025, specific transaction types have gained traction in Greece, particularly in areas aligned with EU funding and regulatory support (ie, the EU Recovery and Resilience Fund). Battery energy storage systems (BESS) and integrated renewable energy projects have attracted strong interest. Technology transactions have also increased, especially in sectors such as cybersecurity, enterprise software and digital health solutions.

The education sector has also attracted growing investor interest, particularly in private primary, secondary and tertiary institutions. Real estate and hospitality continued to be driving forces in the Greek M&A sector, attracting significant PE interest. Greece’s stable fiscal performance and improved credit outlook have also contributed to a favourable investment environment. While geopolitical developments have introduced some risk considerations in sectors such as transport and logistics, these factors have had limited effect on PE deal activity overall.

In the past two years, several legal developments have had a direct impact on PE transactions and portfolio companies in Greece. Most notably, Law 5162/2024 (as codified by Law 5193/2025) introduced a unified tax incentive framework for corporate transformations, allowing tax-neutral mergers, demergers, spin-offs and share-for-share exchanges. This has improved structuring flexibility and reduced transaction costs, particularly in cross-border deals. The same law also enhanced angel investor incentives, raising annual deductible investment thresholds and establishing a new “Start-Up Visa” regime, which facilitates foreign investment in early-stage companies by granting residency to non-EU investors who contribute capital to Greek-registered start-ups.

More recently, Law 5193/2025 introduced further tax relief for small and medium-sized enterprise (SME) listings and corporate bonds, and clarified the legal framework for venture capital mutual funds (AKES).

Additionally, Law 5202/2025 established Greece’s first formal foreign direct investment (FDI) screening mechanism, requiring pre-approval for transactions in sectors such as energy, defence, telecoms, information and communication technology, digital infrastructure and port infrastructure. While this has introduced an additional regulatory layer, it aligns Greece with broader EU investment screening standards and offers more legal certainty. Collectively, these reforms have modernised the legal environment for PE in Greece, facilitating greater deal volume and improving the investment climate across both growth and buyout strategies.

In Greece, PE transactions are primarily overseen by the Hellenic Competition Commission (HCC) under the Greek Competition Act (Law 3959/2011 as codified by Law 5111/2024), which enforces EU-aligned merger control rules triggered by turnover thresholds of EUR150 million globally and EUR15 million domestically – though sector-specific thresholds apply to media transactions.

In addition, the Hellenic Capital Markets Commission (HCMC) is the principal regulatory authority overseeing PE and alternative investment funds (AIFs) in Greece. It is responsible for:

• authorisation and supervision of alternative investment fund managers (AIFMs) under Law 4209/2013, which transposes the EU’s Alternative Investment Fund Managers Directive (AIFMD) into Greek law;
• oversight of regulatory compliance, disclosure obligations and investor protection rules for AIFs operating in or marketing to Greek investors;
• monitoring cross-border activities under EU passporting regimes for both EU-registered AIFMs and third-country managers marketing to Greek investors; and
• enforcement against market abuse and breach of fund regulations.

For PE sponsors or fund managers operating in or targeting Greece, the HCMC’s involvement is essential for ensuring regulatory compliance throughout the fund life cycle.

As of May 2025, Law 5202/2025 introduced a formal FDI screening regime in “sensitive” and “highly sensitive” sectors such as defence, energy, information and communication technology, digital infrastructure and port infrastructure – mandating pre-closing notifications and suspensory review before acquiring stakes above 10% and 25% respectively, depending on the specific sector, as well as further review thereafter if the participation in the target undertaking increases to specific percentage thresholds.

The regime applies equally to funds – whether ultimate sponsors are EU or non EU domiciled – and includes a call through provision based on foreign ownership, not distinguishing between sovereign wealth or co-investor involvement.

Concurrently, criminal reforms under Law 5090/2024 have extended corporate liability for bribery and introduced anti-money laundering (AML) enhancements under Law  4557/2018, pushing portfolio companies to strengthen compliance frameworks. On the ESG front, Greece has implemented the EU Corporate Sustainability Reporting Directive (Law 5164/2024), imposing non financial reporting, board-level ESG oversight and third party assurance for large and listed companies.

Last but not least, capital markets regulation has been modernised to a great extent, with the HCMC as the primary regulator supervising PE transactions with respect to listed companies.

Together, these developments require PE investors to undertake merger filings, FDI impact analyses, enhanced anti-corruption and sanctions due diligence, and ESG compliance – shaping fund structuring, deal execution timelines and investment monitoring practices.

In Greece, PE transactions typically involve full-scope legal due diligence, particularly for mid-cap and upper mid-cap deals, while lower-value or minority investments may rely on red-flag or limited-scope reviews. Due diligence is usually conducted by external legal counsel, and covers corporate, regulatory, tax, employment, IP/IT, litigation, real estate and environmental matters. The process is commonly supported by data rooms (virtual or physical), with findings summarised in a due diligence report.

In the context of PE, particular attention is given to title to shares, historical compliance with corporate formalities, change-of-control or anti-assignment provisions in material contracts, licensing and regulatory status, and any undisclosed liabilities (including pending litigation or tax exposures). Increasingly, there is also focus on ESG-related disclosures, General Data Protection Regulation (GDPR) compliance, and the validity of employment terms in recent Greek labour reforms. In transactions involving foreign or strategic buyers, anti-bribery, sanctions and foreign ownership restrictions are also carefully examined, especially following the adoption of Greece’s new FDI screening framework in 2025.

Overall, legal due diligence in the Greek market is thorough and is closely aligned with international PE standards, though its scope and depth are typically adjusted based on deal size, sector sensitivity and buyer profile.

Vendor due diligence is increasingly used in PE exits in Greece, especially in structured auction processes and transactions involving multiple bidders. Sell-side legal advisers typically prepare either a comprehensive vendor due diligence report or a more streamlined legal fact-book, depending on the complexity of the target and the intended transaction timeline. These reports usually cover core legal areas such as corporate governance, material contracts, real estate, regulatory compliance, employment, litigation, tax and data protection.

In regulated sectors such as energy, financial services or telecoms, specific licensing and compliance matters are also addressed.

While related documents are commonly made available to prospective bidders to facilitate preliminary review and pricing, it is not standard practice in the Greek market for sell-side advisers to provide legal reliance to bidders; therefore, confirmatory due diligence reports from buy-side advisers are commonly expected.

In Greece, most PE acquisitions are carried out through privately negotiated sale and purchase agreements, with private tender offers being common as well.

Public tender offers are relatively rare and are generally limited to acquisitions of listed companies or privatisations of state-owned enterprises or public utility operators. Court-approved mergers or schemes are uncommon in the PE context. In auction sales, acquisition terms are often more seller-friendly, with the sale and purchase agreements being drafted by the seller’s side, allowing limited scope for negotiation, shorter exclusivity periods and accelerated timelines.

In contrast, privately negotiated bilateral deals tend to allow for more comprehensive due diligence and greater flexibility in negotiating key terms (including conditionality, indemnities and covenants), and may involve rollover investments and deferred consideration structures such as earn-outs. While the core legal framework remains consistent, deal dynamics, documentation length and risk allocation vary significantly depending on whether the transaction is conducted as a bilateral negotiation or a competitive sale process.

In Greece, PE-backed acquisitions are typically executed through special purpose vehicles (SPVs, commonly referred to as BidCos), which are incorporated either in Greece or in another EU jurisdiction for tax, regulatory or structural reasons. The PE fund itself generally does not appear as a party to the acquisition or sale documentation. Instead, the SPV acts as the contracting entity, and the fund’s involvement is reflected at the shareholder or financing level.

It is very rare for the fund itself to enter into equity commitment letters, subscription agreements or shareholder arrangements with the BidCo; meanwhile, the authors have seen cases where a subsidiary of the funds acts as guarantor, securing the performance of the SPV’s obligations deriving from the contractual documentation.

Where co-investors or management rollover participants are involved, they are typically integrated into the transaction structure through intermediate holding companies positioned above the operating entity. The fund may be indirectly involved in approving deal terms or shaping governance rights post-acquisition. This structure allows for clearer risk allocation, ring-fencing of liabilities, and streamlined regulatory compliance for minority acquisitions (equity investments) by PE funds, though funds are usually contracted for directly through the fund manager.

PE transactions in Greece are typically financed through a combination of equity contributions from the fund and third-party debt, depending on the deal size and sector. For the equity-funded portion, it is common practice – particularly in competitive or mid-to-large cap transactions – for the PE sponsor to issue an equity commitment letter in favour of the BidCo to provide contractual certainty of funds. This letter is often referenced in the transaction documents, but is not directly enforceable by the seller unless expressly agreed.

On the debt side, fully committed financing from banks or debt funds at signing is not always standard, particularly in less competitive or bilateral deals. It is important to note that few PE funds prefer to resort to financing by Greek banks, which (lately) is provided on very competitive terms. Instead, comfort is typically provided through financing term sheets, draft facility agreements or funding condition summaries, which are annexed to the sale and purchase agreement (SPA) or form part of the disclosure exercise.

In auction or cross-border processes, sellers increasingly request formal debt commitment letters or reliance confirmations from lenders to minimise execution risk. Over the past 12 months, as financing conditions across Europe have tightened, there has been a noticeable shift in the Greek market towards higher equity contributions, more bridging structures and greater use of alternative lenders or private credit funds to fill funding gaps. As a result, legal advisers are placing more emphasis on ensuring that funding sources are clearly documented and aligned with completion obligations in the deal documentation.

While not the prevailing model, consortium transactions involving multiple PE sponsors do occur in the Greek market, particularly in large-scale infrastructure, energy and privatisation deals where the capital requirements or sector expertise favour collaboration.

Greek PE deals featuring co-investment structures – eg, involving limited partners (LPs) investing alongside the lead general partner (GP) – may be encountered on a deal-by-deal basis and, most commonly, in venture capital funds active in the start-up ecosystem. These co-investors are often passive LPs in the main fund who either co-invest directly in the target or invest in a parallel SPV formed by the fund managers, and take a minority stake without participating in governance or day-to-day management. However, co-investment by external institutional investors – such as family offices, pension funds or regional development institutions – is also observed.

While consortia involving both a PE fund and a corporate investor are relatively less common in the Greek market compared to other jurisdictions, they do arise where the corporate participant brings strategic or operational value – such as in energy transition projects, major hotel transactions, infrastructure (including digital infrastructure) and healthcare. Overall, the use of co-investment and consortium structures is growing, driven by capital efficiency, diversification and competitive positioning in high-value or regulated sectors.

In Greece, the predominant consideration mechanisms used in PE transactions are fixed-price structures, typically combined with completion accounts and (less often) locked-box structures, depending on the nature and timeline of the deal. Locked-box structures are increasingly common in competitive or sponsor-driven transactions, particularly on the sell-side, as they provide price certainty and a clean exit. Completion accounts remain frequently used in bilateral deals where there is more flexibility to negotiate post-closing adjustments. Earn-outs and deferred consideration structures are also seen, particularly in transactions involving founder-led businesses, start-ups or growth-stage targets, where valuation gaps or performance-related risks need to be bridged. Rollover structures –where part of the consideration is satisfied by equity in the acquiring vehicle – are typically used in deals where management teams or legacy shareholders are expected to remain involved post-acquisition.

The involvement of a PE fund, whether as buyer or seller, tends to influence the consideration mechanics: as sellers, funds typically favour fixed-price and locked-box models to maximise deal certainty and avoid post-closing exposure; as buyers, they may accept more bespoke structures (including earn-outs or deferred payments) when acquiring founder-owned or early-stage businesses. Compared to corporate acquirers, PE sponsors often seek tighter contractual protections around leakage, working capital adjustments and earn-out conditions, and are generally less willing to accept open-ended indemnity risk. Overall, while the core consideration structures are consistent with broader European practice, their use in Greece is shaped by deal size, seller profile and timing sensitivity.

While not unknown, it is not common for the equity price to accrue notional interest from the locked-box date to closing. This interest serves to compensate the seller for the time value of money and is typically calculated at an agreed annual rate, such as a fixed percentage or a reference rate (eg, EURIBOR plus a margin). Charging reverse interest on leakage (ie, unauthorised value transfers from the target to the seller or related parties during the locked-box period), while not unknown, is not a well-established practice.

While identified leakage is usually reimbursed on a euro-for-euro basis, it is less common for contractual interest at a punitive or compensatory rate to apply.

These mechanisms are generally accepted in Greek deals, particularly where international sponsors or advisers are involved, and are typically reflected in the SPA through detailed definitions, permitted leakage schedules and interest calculation provisions. While the specific rates and scope are negotiated deal-by-deal, both forms of interest – on equity price and on leakage – are consistent with standard locked-box practice in other European jurisdictions and have been increasingly adopted in Greece over the past several years.

In PE transactions in Greece, it is typical to include a dedicated dispute resolution mechanism for resolving disagreements related to consideration structures, particularly in transactions that use completion accounts. In such cases, the parties often appoint an independent expert accountant or auditor to act as a neutral third party to resolve post-closing disputes over financial metrics, such as net debt, working capital or other price adjustment items. The expert’s decision is usually designated as final and binding, except in the case of manifest error. This approach is intended to avoid litigation and to ensure that disputes are resolved efficiently by professionals with relevant expertise.

By contrast, in locked-box structures, disputes are less common since the price is fixed based on historical accounts, and adjustments are limited to clearly defined leakage claims. For such claims, resolution typically follows standard contractual dispute mechanisms (negotiation, arbitration or court), and it is less common to appoint an expert unless the dispute is technical or around accounting/financial matters. The choice of dispute mechanism is also influenced by the identity of the parties – international sponsors often prefer arbitration (eg, under ICC or LCIA rules), while Greek counterparties may be more comfortable with local courts or Greek-law arbitration. It is rare, however, for international investors to accept being subject to local law jurisdiction, usually insisting instead on ICC or other international arbitration dispute resolution alternatives.

In Greece, PE transactions are typically structured with some level of conditionality, in line with international market practice. The most common conditions are mandatory and suspensory regulatory approvals, such as merger control clearance by the HCC and, where applicable, FDI screening under Law 5202/2025. Beyond these, conditions related to financing availability are rare, as sellers – particularly in competitive or sponsor-led processes – expect buyers to have financing in place at signing. Material adverse change (MAC) or material adverse effect (MAE) clauses are occasionally negotiated as conditions precedent, especially when there is significant headroom between signing and closing, though they are generally narrow in scope and rarely invoked in practice.

In Greek PE transactions, it is not common market practice for buyers – particularly PE-backed buyers – to give an unconditional “hell or high water” undertaking in relation to regulatory approvals. Buyers generally seek to retain discretion over how to address regulatory concerns, especially where clearance may require structural remedies, divestments or behavioural commitments. That said, in highly competitive auction processes or where the regulatory risk is viewed as limited (eg, straightforward merger control filings), sellers may negotiate enhanced efforts clauses, such as “best efforts” or “all reasonable efforts”, which fall short of a full “hell or high water” obligation.

In Greek transactions, a distinction is typically drawn between merger control clearance (which is more predictable and better understood under the jurisdiction of the HCC) and foreign investment screening under Law 5202/2025 (which was introduced in May 2025 and is yet untested, as the regulatory acts detailing the notification form, procedure and required supporting documents for submitting an application under the control mechanism are still pending). For this reason, buyers may resist giving hard undertakings on FDI clearance, particularly if the sector is sensitive or highly sensitive (eg, energy, port infrastructure, digital infrastructure). Where applicable, the EU FSR is also beginning to feature in large transactions involving non-EU financial backing or state-linked investors. While not yet standard in Greek deal documentation, FSR undertakings are increasingly raised in cross-border deals involving global sponsors, and sellers may require upfront disclosure and pre-clearance planning as a condition to signing.

In Greece, break fees in favour of the seller are not standard in PE transactions, though they may be negotiated on a case-by-case basis – particularly in competitive auction processes, cross-border deals, or where the buyer is a financial sponsor with conditional obligations (eg, regulatory approvals or third-party consents). When used, break fees are generally structured as reverse break fees payable by the buyer (or its SPV) to the seller if the transaction fails to complete due to the buyer’s breach of contractual obligations or failure to secure required approvals.

Typical triggers include failure to obtain merger control or FDI clearance (if not subject to a “hell or high water” obligation), financing failure (where applicable) or a breach of pre-closing covenants. The quantum of reverse break fees in Greek deals is usually negotiated and ranges between 5% and 10% of the purchase price, depending on the perceived execution risk. There is no statutory limit on break fees under Greek law, but excessive fees may be scrutinised under the principles of good faith and proportionality (Articles 281 and 288 of the Greek Civil Code), especially if challenged as punitive or coercive. Traditional seller break fees (payable by the seller to the buyer) are rare in private deals, but may arise in pre-sale exclusivity arrangements or failed auction processes

In Greek PE transactions, both buyers and sellers typically have limited and clearly defined termination rights under the acquisition agreement. The most common ground for termination is the non-satisfaction of conditions precedent (CPs) by an agreed longstop date, which is usually set between three to six months from signing, depending on regulatory timelines and transaction complexity. These CPs often include:

• obtaining merger control clearance;
• obtaining FDI approval (where applicable);
• fulfilment of specific third-party consents; and
• remediation or compliance with material legal due diligence findings that are identified as conditions to closing.

The buyer may also have the right to terminate if a material breach of the seller’s representations, warranties or covenants occurs prior to closing – particularly if such breach would result in a material adverse effect (MAE) or render the representations and warranties untrue in a material aspect as of the closing date. Similarly, sellers may be entitled to terminate if the buyer fails to complete for reasons such as failure to pay the purchase price, breach of pre-closing obligations, or failure to satisfy buyer-specific CPs.

Some agreements include mutual termination rights if closing does not occur by the longstop date, regardless of fault. While Greek law itself does not prescribe mandatory termination triggers, Greek acquisition agreements – particularly those influenced by international PE practices – set out contractual regimes governing termination, including reverse break fees, specific performance clauses, and limitations on liability for pre- or post-closing breaches.

In Greek PE transactions, the overall allocation of risk typically differs depending on whether the counterparty is a PE-backed party or a corporate. PE sellers generally seek a clean exit and therefore negotiate for limited liability, often through short survival periods, narrowly defined warranties, and liability caps (typically a low percentage of the purchase price). They also frequently push for the use of vendor due diligence reports, disclosure letters and exhaustive knowledge qualifiers to minimise post-closing exposure.

In contrast, corporate sellers may be more flexible on liability caps, survival periods and indemnification scope – particularly where there is a continuing relationship with the business or industry familiarity.

On the buy-side, PE-backed buyers tend to be more sophisticated in risk allocation, conducting detailed due diligence, negotiating robust warranty protections and often requiring completion mechanisms or earn-out structures to manage valuation risk.

By contrast, corporate buyers may prioritise strategic synergies or operational control over detailed contractual protections and are sometimes more willing to accept broader warranties or conditionality.

In Greek PE transactions, sellers typically provide limited warranties, focused on title, authority and (occasionally) tax matters, with liability caps for fundamental warranties usually set at 100% of the purchase price. Business warranties, if given at all, are narrowly defined and capped at 10%–20%, though many PE sellers exclude them entirely.

Management shareholders, when involved, often provide additional business warranties, knowledge qualifiers and shorter limitation periods. When the buyer is also a PE fund, these limitations are generally accepted as market standard. Data room disclosure is typically allowed against warranties, and known issues are excluded or addressed through specific indemnities. Limitation periods vary (12 to 24 months for business warranties, three to five years for fundamental warranties, and up to five years for tax or environmental matters), often with de minimis and basket thresholds applying. The emerging trend regarding representations and warranties (R&W) insurance also provides the necessary comfort to the seller at a reasonable cost.

In Greek PE transactions, additional protections often include:

• specific indemnities for known risks;
• non-leakage covenants in locked-box deals;
• pre-closing undertakings; and
• post-closing restrictive covenants (such as non-competes and non-solicits).

Warranty and indemnity (W&I) insurance is becoming more common, particularly in mid- to upper-market deals and competitive auction processes. In Greece, W&I insurance is typically used to cover business warranties and, increasingly, tax matters, though fundamental warranties are often still directly covered by the seller or management, depending on the deal structure.

Escrow or retention mechanisms are less common where the seller is a PE fund, as funds generally resist long-term contingent liabilities. However, they may still be used, usually for tax indemnities or specific risks, and occasionally in relation to business warranties where no W&I insurance is in place. Escrow arrangements are more frequently applied to management sellers, whose warranties and indemnities are not covered by insurance and who are more likely to bear operational liability.

Litigation arising from PE transactions in Greece is relatively uncommon, as most disputes are either settled commercially or resolved through contractually agreed dispute resolution mechanisms, such as arbitration or expert determination. When disputes do arise, they typically concern earn-out provisions, completion accounts adjustments or breach of warranties, particularly in cases involving undisclosed liabilities or financial under-performance of the target post-closing.

Claims under tax indemnities and disputes over the scope or enforceability of data room disclosures are also occasionally litigated, especially where warranty coverage is limited. Litigation over consideration mechanics is less frequent but may arise in deals involving deferred or conditional payments. Greek courts are generally seen as a slower forum for resolving complex contractual disputes, so PE parties often prefer to include arbitration clauses (eg, ICC, LCIA or Greek domestic arbitration) in their transaction documents to ensure more efficient resolution.

Public-to-private transactions involving PE-backed bidders have historically been rare in Greece, especially in comparison to EU or other jurisdictions, and largely due to the limited size of the public market, the low number of listed mid-cap targets, and regulatory complexity. However, such transactions have recently emerged, particularly in privatisation processes or where listed subsidiaries are targeted for delisting and restructuring. Equity funds prefer acquiring majority control, which is harder in fragmented or family-controlled firms. Control enables cost-cutting, asset sales or transformation strategies without resistance from minority shareholders. Key sectors in Greece – shipping, tourism, energy, real estate and infrastructure – offer high returns with EU integration support.

In a public-to-private context, the target’s board plays a key advisory role, primarily by assessing the fairness of the offer, issuing a reasoned opinion to shareholders, and ensuring compliance with disclosure and process rules under the Greek capital markets regime.

Direct “transaction agreements” or “relationship agreements” between the bidder and the (listed) target company are not common in Greek practice, largely because Greek takeover rules restrict pre-bid co-ordination that could trigger mandatory tender offer obligations (ie, parties being considered as “acting in concert”) or that could raise concerns around equal treatment.

However, in major deals, relationship agreements or shareholders’ agreements are often signed between the selling and acquiring parties, and these can outline voting rights, board representation rules, non-compete clauses, strategic alignments or future governance structure.

Material shareholding disclosure obligations are governed primarily by Law 3556/2007, which implements the EU Transparency Directive. Any person acquiring or disposing of shares in a Greek-listed company must disclose to both the issuer and the HCMC when their voting rights cross specific thresholds – namely 5%, 10%, 15%, 20%, 25%, one third, 50% and two thirds of total voting rights (or adjustments plus or minus 3% of total voting rights for existing shareholders already holding 10% of total voting rights).

Disclosures must be made within three trading days of the triggering transaction and include details on the shareholder’s identity, the nature of the holding and the resulting voting rights percentage. Accordingly, respective notifications of persons discharging managerial responsibilities and/or persons closely associated with these persons are applicable under the EU Market Abuse Regulation, in the case of transactions linked to the issuer’s securities.

These key obligations are particularly relevant for PE bidders using acquisition vehicles or co-investment structures, as indirect holdings or voting arrangements may be aggregated. Failure to comply with disclosure rules can result in suspension of voting rights, administrative fines, or delays in the offer timetable.

Greece has a mandatory offer threshold governed by Law 3461/2006. A mandatory public offer must be launched when a person (acting alone or in concert) acquires more than one third (33.3%) of the voting rights in a company listed on the Athens Exchange. In addition, if a shareholder already holds between 33.3% and 50%, and increases their holding by more than 3% within six months, a mandatory offer is also triggered.

For PE-backed bidders, particular attention must be given to the rules on attribution and consolidation of shareholdings. The law requires aggregation of voting rights held by affiliates, subsidiaries, funds under common control, and persons acting in concert, including other portfolio companies or co-investment vehicles if they act together with the bidder. This means that a bidder must carefully assess whether related entities or funds hold shares in the target – whether directly or indirectly – as these may count towards the threshold, even if acquired through separate vehicles. If attribution applies, a mandatory offer may be triggered unintentionally unless structured properly.

In Greece, cash is by far the most common form of consideration in both private and public M&A transactions, including tender offers. This is particularly true in transactions involving PE-backed bidders, where deal certainty and liquidity are prioritised. Share consideration is rare and is typically used only in strategic or intra-group transactions involving corporate acquirers.

Under Greek Law 3461/2006 on tender offers, a mandatory tender offer must comply with minimum price rules. Specifically, the offer price in cash in a mandatory tender offer  cannot be less than:

• the six-month volume-weighted average price of the target’s shares prior to the date the mandatory tender offer has been triggered; or
• the higher price at which the bidder (or any person acting in concert with the bidder) has acquired the target’s shares during the last 12 months prior to the date the mandatory tender offer has been triggered.

Offer consideration in cash is also supported by a cash confirmation letter issued by a credit institution, having its registered seat in Greece or any other EU member state, confirming the availability of cash. If the bidder is obliged to perform a valuation on the target, the offer consideration is the higher of the result of the valuation and the minimum price rules set out above.

These rules are designed to ensure equal treatment of shareholders and to prevent discriminatory pricing in public-to-private transactions.

In Greece, the legal framework on tender offers imposes strict limitations on the use of conditions. Specifically, a mandatory tender offer cannot be conditional on the bidder obtaining financing or any other discretionary event. The bidder must have financing in place before launching the offer and must submit the aforementioned cash confirmation letter or equivalent proof of funds to the HCMC to demonstrate its ability to pay the offer price in full.

A mandatory tender offer may only be conditional on receipt of regulatory approvals (usually antitrust, FDI or other clearances), which, in any case, must have been received prior to the conclusion of the tender offer. Otherwise, in the case of delayed receipt or no receipt, the bidder would be obliged to re-file for a tender offer. Even in voluntary offers, conditions must be objective, clear and outside the bidder’s sole control, such as the absence of injunctions or minimum acceptance thresholds. Conditions such as “no material adverse change” or “financing availability” are generally not permitted, as they would conflict with the principle of deal certainty and equal treatment of shareholders.

As for deal protection measures, the use of break fees, match rights or non-solicitation provisions is not explicitly regulated and is not common in public offers, and would be subject to close regulatory scrutiny, particularly if they are seen to impair competitive bidding or minority shareholder rights. The board of the target is required to act independently and in the interest of all shareholders, and cannot, without shareholder approval, take any action that could undermine a competing offer once a public offer has been made. Force-the-vote provisions, common in other jurisdictions, are not typically used in Greek public M&A, given that takeover bids proceed through direct shareholder acceptance and are not subject to a shareholder vote in the traditional sense.

If a PE-backed bidder acquires less than 100% of an issuer, it may still seek to secure enhanced governance rights through amendments to the target’s articles of association, board appointments or shareholders’ agreements, to the extent permitted by Greek company law and the rules applicable to listed entities. Such rights typically include board representation (eg, a 50%+1 stake allows the bidder to control the ordinary general meeting and elect most or all directors), reserved matters, or veto rights tied to specific shareholding thresholds (eg, 33.3% can block share capital increase, amendment of articles, mergers/demergers, assets sales, etc), though they remain subject to disclosure and regulatory constraints, particularly under the capital market’s regulator’s oversight in the case of listed entities. As previously mentioned, additional rights may also arise contractually through shareholders’ agreements, though these are not standard and may trigger scrutiny regarding equal treatment of shareholders.

In terms of debt push-down – the ability to move acquisition debt into the target group structure – there is no automatic mechanism under Greek law. Typically, a push-down requires the bidder to achieve at least 66% or more of the voting rights to pass a shareholder resolution for mergers or capital increases under Greek Company Law 4548/2018. Alternative mechanisms include post-offer mergers between the target and the acquisition vehicle (BidCo), provided that sufficient control exists and minority protections are respected.

A bidder (alone or with persons acting concert) that acquires at least 90% of the total voting rights through a public tender offer (ie, not through post-offer market acquisitions) is entitled to initiate a squeeze-out process within three months of the offer’s settlement. The bidder submits a written application to the target and the HCMC declaring that it will exercise its squeeze-out right. The remaining minority shareholders must be offered “fair and equitable” cash consideration, typically at the same price offered in the tender offer. The bidder must publicly announce the exercise of the squeeze-out right and receive the HCMC’s approval to proceed with the transfers. Conversely, minority shareholders also have a sell-out right if the bidder reaches the 90% threshold, allowing them to compel the bidder to purchase their shares. These mechanisms are critical for PE sponsors seeking full control and delisting of the target post-offer.

In Greece, it is not uncommon for a bidder – particularly in a friendly or recommended tender offer – to seek irrevocable undertakings from principal shareholders of the target company to tender its shares or vote in favour of certain corporate actions, such as delisting or post-offer restructuring. These undertakings are more often used in voluntary offers than in mandatory ones, and typically form part of the pre-announcement negotiations, especially when the bidder needs assurance of reaching a minimum acceptance threshold or establishing control.

Careful structuring and legal drafting is important in order to mitigate any risk of contracting parties being perceived as persons acting in concert with the bidder and eventually being obliged to launch a tender offer.

Such undertakings are usually entered into before the tender offer is formally launched – sometimes even prior to or simultaneously with the bidder’s formal notification to the regulator about the tender offer – but are disclosed in the information memorandum in order to ensure transparency and equal treatment. The nature of these commitments can vary: while some are fully irrevocable, it is common for them to include a fiduciary out or “superior offer” clause, allowing the shareholder to withdraw its commitment if a competing offer is made at a materially higher price or otherwise more favourable terms. However, any such carve-outs must be clearly defined and structured to comply with takeover rules, ensuring that they do not distort market fairness or impede competing bids.

Equity incentivisation of the management team is a common feature of PE transactions in Greece, particularly in cases where management continuity and alignment of interests are key to value creation. Incentives are typically structured through direct equity participation or share option plans, depending on the size of the business and regulatory considerations. The level of equity ownership allocated to management varies, but in most Greek transactions is usually up to 10% of the fully diluted capital, with higher percentages occasionally seen in early-stage companies or where founders transition into management roles post-acquisition. Vesting conditions, leaver provisions and governance rights are standard features of these arrangements, and are usually documented through shareholders’ agreements or specific stock option plans.

In Greece, equity participation by management is a common feature in PE transactions, particularly in management buyouts or founder rollovers. While the specific term “sweet equity” is not used in Greek legislation, the underlying concept is implemented through differentiated classes of shares or participation arrangements that align management’s upside with the PE sponsor’s return profile. Typically, the PE fund subscribes for ordinary or preferred shares with enhanced economic or governance rights, while management acquires a smaller equity interest (often at nominal value) which is economically subordinated and subject to vesting, leaver provisions and exit-related restrictions.

Under Greek corporate laws, a company can issue different classes of shares with tailored rights – including dividend priority, limited or enhanced voting, and preference in liquidation – provided these rights are clearly stated in the articles of association. In practice, such preference rights are usually contractual and implemented through a combination of the articles and a shareholders’ agreement, which also governs drag-along/tag-along rights, leaver mechanics, share transfer restrictions and liquidity events.

While Greek law supports these mechanisms, the structuring of management participation tends to be simpler than in common law jurisdictions, and complex waterfall or preferred return models are less common unless foreign structuring vehicles are involved. Overall, equity-based incentives for management remain an effective and increasingly used tool in aligning interests in Greek PE transactions, within the framework permitted by local corporate and tax rules.

In Greece, vesting provisions are typical for management equity in PE transactions, especially where equity is granted at nominal value or as part of a broader incentivisation structure. The most common arrangement is linear (pro rata) vesting over a three- to five-year period, often combined with a one-year “cliff”, meaning that no equity vests if the manager departs within the first 12 months. It is also common to include a lock-up period (typically two to three years) during which even vested shares may not be transferred or sold, aligning management incentives with the fund’s investment horizon.

Leaver provisions are also standard and typically distinguish between good leavers (eg, death, disability, termination without cause) and bad leavers (eg, resignation without good reason, dismissal for cause, breach of duty). A bad leaver will usually forfeit all unvested shares, and in some cases may be required to transfer vested shares at nominal or reduced value. A good leaver may retain vested shares and be required to transfer only the unvested portion, often at cost. These mechanics are governed by the shareholders’ agreement and are enforceable under Greek civil and corporate law.

In Greece, restrictive covenants such as non-compete, non-solicitation and non-disparagement undertakings are customarily agreed to by management shareholders in PE transactions. These covenants typically apply both during employment and for a defined post-exit period, particularly in transactions where management holds equity or plays a strategic operational role. It is standard practice for such restrictions to be included in both the employment agreement and the shareholders’ agreement, to ensure enforceability from both a corporate and labour law perspective.

Under Greek law, restrictive covenants are enforceable if they meet specific conditions – they must:

• be proportionate;
• be clearly defined in duration, scope and geography; and
• protect a legitimate business interest.

For example, a post-termination non-compete clause is typically limited to one to two years. It must be geographically and functionally relevant, and, to be fully enforceable, should include reasonable financial compensation – often a percentage of the departing manager’s salary or another agreed amount. In some cases, the purchase price paid by the PE fund for the acquisition of shares is also deemed to cover and justify the imposition of such restrictions, particularly where the manager has realised significant value from the transaction.

Non-solicitation of employees, clients or suppliers is also enforceable if limited in time and scope. Non-disparagement clauses are generally valid provided they do not infringe on fundamental rights (eg, free speech) and are framed narrowly to prevent reputational harm.

In Greek PE transactions, minority protection for management shareholders is generally provided through a combination of contractual rights in shareholders’ agreements and, less frequently, through governance rights linked to equity ownership. Management teams may be granted limited veto rights over specific reserved matters – such as changes to the business scope, amendments to the articles of association, issuance of new shares, or related-party transactions – particularly where they hold a meaningful minority stake. However, broad veto or blocking rights are uncommon and are typically resisted by PE sponsors, who seek to retain full control over strategic decisions and exit timing.

Director appointment rights for management are also occasionally granted, especially where the management team holds a larger equity position, but in most cases management input is exercised through information rights, board observer status or participation in advisory committees rather than full voting control.

Anti-dilution protection is not typical in Greek PE deals for management shareholders, as their equity is usually structured as incentive equity rather than capital at risk. Where granted, it is often limited to broad-based anti-dilution protection (eg, on a new issuance at a discount) rather than full ratchet mechanisms.

As for exit control, management teams do not typically have the right to block or influence the PE fund’s exit, though they may be subject to drag-along provisions requiring them to sell their shares alongside the fund. In some cases, management may negotiate tag-along rights or be consulted in the context of a sale, but this falls short of actual control.

In Greece, PE fund shareholders typically retain a high level of control over their portfolio companies, particularly through a combination of board and observer appointment rights, reserved matters and extensive information rights – all formalised in the shareholders’ agreement and the articles of association of the target company.

PE funds almost always have the right to appoint one or more directors to the board (subject to Greek corporate law restrictions), depending on the size of their shareholding. In most cases, board decisions may require the approval of the PE-appointed director(s) on critical matters.

The shareholders’ agreement typically includes a list of reserved matters that require either the consent of the PE fund or a qualified majority of shareholders, even where the fund does not hold a majority of the shares. Standard reserved matters include prior consent on new securities issuances, dividend distributions, liquidation/dissolution, asset sales, related party transactions and new indebtedness.

In addition, PE sponsors benefit from comprehensive information rights, including access to monthly or quarterly financial reports, budgets, management accounts, and the right to inspect books and records or request meetings with management. These rights ensure close monitoring of performance and compliance with covenants or agreed key performance indicators (KPIs).

Under Greek law, a PE fund backing the majority shareholder – but not holding shares directly in the portfolio company – will generally not be held liable for the actions or obligations of the company. However, in exceptional cases, Greek courts may examine the substance over form of the structure and consider whether the fund exercised effective control over the company’s operations through its influence on the majority shareholder. Liability could arise if the fund is found to have manipulated the portfolio company’s governance or decision-making in a way that amounts to abuse of rights, or if it used the corporate structure to commit fraud, evade legal obligations or harm creditors – circumstances that could justify piercing the corporate veil.

Furthermore, if fund-appointed individuals sit on the board of the portfolio company or exert de facto control, they could incur personal liability under Greek corporate or tort law (eg, for breaches of fiduciary duties or unlawful interference). While such cases are rare and fact-specific, PE sponsors typically protect against this risk by maintaining formal corporate separateness, ensuring that decision-making occurs at the shareholder or board level, and avoiding direct involvement in the company’s daily management.

Over the past 12 months in Greece, PE exits have not been limited to trade sales or IPOs; alternative routes such as secondary buyouts (where one PE fund sells to another fund or to the management team), tender offer exits and structured recapitalisations have also been used, especially for mid  to upper market assets.

The dual track process – simultaneously preparing for an IPO and a potential sale – has been increasingly adopted in sectors with strong investor interest, such as renewable energy and tech-enabled services, though full IPOs remain relatively uncommon. “Triple track” processes, which add a recapitalisation option (eg, dividend recap or management buyout) in parallel are emerging but are still rare, reserved mostly for larger or platform-level assets.

Additionally, management buyouts (MBOs) and management-led secondary deals are not unknown but are not widely seen. Rollover or reinvestment by management is typical, and in certain cases the selling PE sponsor may also retain a minority position to support continuity and alignment in strategic exits or recapitalisations.

Drag-along and tag-along rights are standard features of equity arrangements in Greek PE transactions. These rights are typically set out in the shareholders’ agreement and, where relevant, may also be reflected in the articles of association of the company. In practice, they are widely used and enforced, particularly in transactions involving minority management shareholders or institutional co-investors.

The typical drag-along threshold is 50% or more of the voting rights, allowing the PE fund (as majority shareholder) to compel the minority shareholders – usually management – to sell their shares on the same terms to a third-party buyer. In some cases, especially where there are multiple institutional investors or a lead sponsor, the drag threshold may be higher (eg, 66.67% or 75%) to reflect a supermajority requirement. Very often, the exercise of drag-along rights is also made conditional upon the purchase price offer exceeding a predetermined threshold.

Tag-along rights are also a common feature in Greek PE transactions, and are designed to protect minority shareholders in the event of a sale by the majority. These rights allow minority shareholders to participate in the sale on the same terms and conditions as the majority seller. In practice, for both management shareholders and institutional co-investors, tag rights are typically exercised on a pro rata basis, allowing participation in proportion to each shareholder’s shareholding percentage in the company. However, in some cases – particularly where multiple PE sponsors or institutional investors are involved – tag-along rights may be contractually limited to such PE sponsors or institutional investors, excluding management shareholders or minority shareholders.

In Greek PE-led IPOs, the typical lock-up period for the PE seller ranges from six to 12 months following the listing date, during which the sponsor agrees to not dispose of its shares without the consent of the underwriters. This lock-up is usually imposed as part of the underwriting agreement, with a view to supporting market stability and investor confidence post-listing. While relationship agreements – used in some jurisdictions to manage ongoing influence between the issuer and significant shareholders – are not standard in Greece, similar governance arrangements may be reflected in the issuer’s articles of association or disclosed in the IPO prospectus, particularly if the PE fund retains a significant post-listing stake.

In practice, PE-led IPOs in Greece remain relatively infrequent, but when they occur they often involve corporate governance enhancements – such as board independence, audit committee structures and revised shareholder agreements – to comply with capital markets regulation and align with public company standards. Where the PE fund retains a minority stake post-IPO, provisions regarding orderly sell-downs and information rights may continue to apply.