Every acquisition begins with a critical choice: a share purchase or an asset purchase. The choice of structure affects what the buyer acquires, which liabilities it takes on and how the rest of the transaction has to be designed. For that reason the structure should not be settled as a formality at the end of the process, but should form part of the strategy from the outset. In the legal due diligence we are not simply looking for problems. We look at which findings can affect the value, the structure or the completion of the transaction, and how they should be addressed in the negotiation — through the price, specific terms, warranties, indemnities or other buyer protections.
The size and the sector of the transaction also determine whether notification to the Hellenic Competition Commission is required before closing, and whether the deal concerns a sector subject to foreign investment or national security review. Failing to make a mandatory merger control filing does not merely create regulatory risk — it can render the transaction void. We build the merger control analysis into the deal timetable from day one.
Due diligence has to answer the buyer's questions.
In Greek businesses, legal due diligence can surface issues that do not appear readily in the corporate documents: gaps in the corporate books, outstanding property matters, title problems, contractual commitments, employment obligations or licensing issues. We do not treat every finding as equal. We concentrate on those that can genuinely affect the valuation, the structure of the deal or the decision to close. Our experience from the company's side lets us see due diligence not as an exercise in recording risks, but as a tool for taking business decisions.
Choice of Structure
Share purchase or asset purchase
Tax treatment, exposure to existing liabilities and the consequences for employees all differ according to the structure of the deal. The choice between a share purchase and an asset purchase has to be considered from the outset, before the principal documents are drafted.
Regulatory clearance
Merger control before the Hellenic Competition Commission
We consider from the start whether the transaction falls within the merger control rules and whether notification is required to the Hellenic Competition Commission or at EU level. Where notification is required, we build the process into the deal timetable.
What the review reveals
Due Diligence in Practice
In Greek businesses, legal due diligence can bring out gaps in the corporate records, informal corporate arrangements, outstanding property matters or title issues. The point is not to record everything as a red flag, but to identify those that can affect the value, the structure or the completion of the transaction.