Mergers and Acquisitions Lawyers in Greece
The Firm provides comprehensive legal support across the full spectrum of Mergers and Acquisitions (M&A) and corporate transformations.
Specifically, we undertake legal coverage in matters such as:
- Company acquisitions (due diligence, MOU/LOI, negotiation and drafting of SPA agreements)
- Structuring of the transaction’s tax, accounting, corporate, and regulatory aspects
- Corporate transformations (mergers, demergers, conversions, etc.)
- Drafting of shareholders’ agreements in the context of corporate transformations, acquisitions, and joint ventures.
Legal Support for Corporate Transactions and Investments
Why Choose Us
- The Firm possesses specialized expertise in corporate and commercial law, with a focus on preventive legal strategy and multifaceted analysis of each matter.
- Our collaborating lawyers also cover tax, accounting, and regulatory issues — elements that are crucial within the framework of corporate transformations.
- Having long-standing experience in litigation, we are able to structure the contractual terms (whether acquisition or transformation agreements, etc.) in a legally and practically secure manner for our clients, addressing all potential issues that may arise in the future.
Services We Provide
1. Pre-Transaction Advisory
- Design of the acquisition or transformation process, structured in the most tax-efficient and corporate-efficient manner, with various strategic options presented to our clients.
- Conduct of due diligence (legal, corporate, tax) aiming to identify risks and to provide for special warranty representations in the SPA, etc. (see here).
o Preparation and drafting of the Memorandum of Understanding (MOU) as the initial stage of the transaction (see here).
- Structuring of parties’ rights and obligations during preliminary negotiations, e.g. drafting of Non-Disclosure Agreements (NDAs) (see here), exclusivity clauses (No shop / No talk), break-up / termination fee clauses, etc.
- Participation in the negotiation process of the terms of the forthcoming transformation.
2. Drafting & Negotiation of Agreements
- Drafting and negotiation of the Sale and Purchase Agreement (SPA), or the draft merger / demerger plan, and the merger / demerger agreement or conversion deed, etc.
- Structuring of specific contractual provisions, such as adjustment mechanisms, warranty statements, indemnity clauses, etc.
- Ensuring compliance with the legislation on corporate transformations and performance of all related formalities (e.g. GEMI publications, land registry filings, etc.).
- Securing the optimal tax treatment of the corporate transformation agreement based on the client’s particular circumstances.
3. Post-Transaction Support
- Legal and corporate support for the integration of the acquired company.
- Management of potential disputes arising after the completion of the agreement (claims for indemnity, identification of defects in the acquired business, shareholder disputes, breaches of shareholders’ agreements, etc.).
- Verification and assurance that all transactional terms (tax, regulatory, corporate) are implemented as agreed.
What You Should Know – Legal Risks & Deadlines
- The due diligence process does not eliminate all risks: as we often note, it “almost never succeeds in providing a complete picture” of the target company. Therefore, the accurate drafting of the SPA with appropriate warranties and liability clauses is of crucial importance.
- In cases of merger / demerger / conversion, the Law on Corporate Transformations (Law 4601/2019) must be applied in parallel with the relevant tax law (Law 5162/2024 or 4935/2022) so that the transformation remains tax-neutral and does not trigger any fiscal burden (see here).
- The existence of third-party obligations (suppliers, employees, public authorities) must be taken into account both before and after the transaction; otherwise, issues may arise following the transformation — for example, in the case of a demerger, the demerged entity may, under certain conditions, remain jointly liable for five (5) years along with the beneficiary company (see Supreme Court Decision No. 40/2025, etc.).
How We Work
- From the first meeting, we establish a clear timeline, allocation of responsibilities, and intermediate milestones.
- We provide interim risk and analysis reports, enabling the client to make informed decisions during implementation.
- We present all available corporate and tax alternatives so that decisions are made jointly based on the specific circumstances of each case.
- We work closely with accountants, tax advisors, and specialists (where required) to ensure a comprehensive and integrated approach to each transaction.