Company & Commercial Law

Within the 65 years since our practice was established, we have witnessed the most significant changes in the Greek business environment and the legal consequences.

Our firm has successfully adapted to the Greek recessive corporate environment by applying cost conscious policies and offering top quality legal services to domestic, traditional clients and by broadening its international presence by the participation in top tier international legal networks. As a result, we have gained new private high net worth clients and international companies.

Responding to the modern reality of globalisation, and the increase in cross-border mergers and acquisitions of companies, as well as investments, over recent years the firm has grown and expanded to fully cover the needs of its clients for quality cross-border, business-oriented legal advice by offering specialised services in all aspects of company and corporate law. In this field the firm has been ranked as a ‘recommended law firm by the specialist publication Legal 500. Additionally, our firm has also been recently recognized among the overall Top 20 Law Firms in Greece by “Top Ranked Legal”, which especially recognized our firm in our areas of expertise, including IP (Top ranked), TMT, Patents, Dispute Resolution and White-Collar Crime.

Members:

Kriton Metaxopoulos, Managing Partner
Achilleas Christodoulou, Senior Associate
Asterios Syssilas, Salaried Partner

Representative Cases:

DISTRIBUTION AGREEMENT
We represented a Danish distributor of products sold to Duty Free shops in European airports in its dispute with its former collaborator in Greece, in a 1,6 million Euros dispute.

ESTABLISHMENT OF FOREIGN ENTITIES IN GREECE
Our firm has provided advice to numerous foreign companies on setting up facilities and operations in Greece and other Balkan countries.

INTERCOMPANY CORPORATE DISPUTE
We represented the minority shareholders in disputes with the majority in relation to corporate governance, shareholder agreements and control of the third largest Greek dairy products manufacturer.

RESTRUCTURING
We also assisted one of the largest business software application suppliers at global level (providing PC business software modules) for selected industries (aerospace and defense, automobile industry, civil aviation, etc.) to drastically restructure its Greek subsidiary.

OLYMPIC GAMES CO-OPERATION AGREEMENTS
The firm successfully assisted one of its clients -a Greek DVD manufacturer to reach an agreement with the International Olympic Committee concerning concession of DVD rights for the Athens 2004 Olympic Games, the 2006 Turin Winter Olympics and the Beijing 2008 Olympic Games.

RENEWABLE ENERGY
Our firm advised a group of foreign investors participating in joint ventures in Greece for renewable energy projects (photovoltaic parks).

FRENCH MULTINATIONAL DAIRY PRODUCER
Our firm provides, since 2000, full corporate support and every-day assistance to the subsidiary of one of France’s biggest dairy companies, dealing with all corporate issues (drafting of corporate documents, consulting within the area of activity of each company). We have in the past assisted and continue to provide advice to a leading rent a car company in matters related, among other, to corporate law.

CROSS BORDER CORPORATE RESTRUCTURE
We co-ordinated and supervised for one of our Middle East clients the restructuring of companies’ commercial activities (airline catering and ground handling services in several Middle East countries such as Abu Dhabi, Dubai, RAK, etc.) as a result of their “collapse” due to Covid-19.

RENT A CAR BUSINESS
We represent the leading rental car provider in Greece in multiple corporate and commercial matters valued close to 1 million Euro on an annual basis.

HOTEL INDUSTRY
We represent our client, owner of one of the most famous and prestigious luxury Hotels in Greece, in preparing two Corporate Actions- Civil lawsuits against its former CEO and CFO regarding many acts during their term which constitute mismanagement (either on purpose and/or by gross negligence). These corporate actions have some very important issues of corporate law such as the principles governing the management of corporations and the measure of diligence of the corporate directors.

MUSIC PUBLISHING INDUSTRY – DISPUTE RESOLUTION
We (Kriton Metaxopoulos with the assistance of Achilleas Christodoulou) represent the 49% partner in her dispute with the 51% majority partner in a Greek private capital company (IKE) over the management of the company which is one of the well-known music publishers in Greece. The dispute arose in relation to the management of the company and its representation towards third parties and was settled amicably out of court.

RESEARCH AGENCY
Our firm handles the corporate issues of Focus Bari S.A., one of the biggest Research Agencies in Greece, which, among others, designs and conducts the Industry Currency Surveys for TV, Radio and Press, used by the advertising market in Greece. In general, we have been providing our legal support and assistance in a wide range of everyday matters related to the commercial activities of our client and to its business relations with its associates and collaborators.

MAGAZINES – PUBLISHING – BUY OUT
The client is a well-known company in the audiovisual entertainment field in Greece (DVDs). Our firm provided legal advice, negotiated and drafted the legal documents for the sale of our client’s shares representing the 45% of the share capital of a major Greek company in the field of magazines editions.

GREEK BOOK PUBLISHING LEADER – CORPORATE ADVICE
We have been representing the leading publishing company in Greece on a regular basis on the protection of its IP rights worldwide. In this framework, among other things, we have been also drafting commercial agreements with our client’s associates all over the world (such as manufacturing plants, agents, artists, laboratories, etc), aiming to secure our client’s rights and interests. Our advice also involves our legal input on day-to-day matters.

MARINE INSURANCE – CROSS BORDER CORPORATE LITIGATION
Our Firm regularly advises a Greek businessman in relation to all corporate issues that arise from his 50% participation into a Panamanian company which has established a registered office in Greece and is active in the marine insurance business. Our client had serious disagreements with his partner regarding the management of the company and matters of dividend distributions.

ELECTRONIC COMMERCE
Our client, which has been referred to our Firm by PETERKA & Partners (Czech law Firm), is a very big multinational company which manufactures business and industrial imaging products, including copiers, laser printers, multi-functional peripherals (MFPs) and digital print systems for the production printing market. Our firm undertook to make a thorough review of the Greek legal landscape regarding the electronic signatures and their suitability as a signature instrument for businesses.

BANKING – CORPORATE GUARANTEES
We advised a Serbian bank and negotiated issues of corporate guarantee with a big, listed, multinational, Greek company in order to renew a revolving loan facility.

ANTIPIRACY – TM PROSECUTION
PANINI is a very big multinational publishing group of companies, specialized in the sector of producing collectible products referring to major sports tournaments/competitions, tv series, etc. We gave detailed legal advice/legal opinion on many issues regarding distribution agreements and commercial agency agreements (Directive 86/653/EEC as was transported in Greek law by Presidential Decree no 219/1991) including issues of indemnity of clientele, breach of exclusivity clauses, issues of commercial targets and grounds and proceedings for termination of such agreements. In addition, we advise them on the issues of strategy regarding the above issues.

JOINT VENTURE
The Client is a major multinational group of companies specialized in offering services in the field of facility management, hygiene inspections, security etc. Our firm represented three companies of the M2C Group, the Czech companies “Mark2 Corporation Czech a.s.” and “Mark2 Corporation Logistic s.r.o.” and the Slovakian company “Mark2 Corporation Slovakia s.r.o.” in the creation of a joint venture along with the major Greek company in the similar field, “Manifest Services S.A.”, in order to jointly participate in a future public tender of the Greek State with multi-million value.

CORPORATE LAW
Our firm undertook to examine and comment the new Articles of Association of the Greek subsidiary of a foreign company leader in office equipment, etc. and to advise on issues regarding the procedures for the amendment by the General Assembly.

CORPORATE LAW – TRANSFER OF SHARES
The client is a big Spanish company, member of an international network of florists. Our firm undertook to advise on alternative strategies in order for the client to acquire a package of shares of a foreign company, owned by a Greek florist Societe Anonyme which has been inactive for several years.

PHARMACEUTICAL AND HEALTH CARE
Our firm has been representing a fast growing Greek company, engaging in the field of pharmaceutical and healthcare consulting services and in the trading of pharmaceutical and para-pharmaceutical products. We are involved in many aspects of our client’s day to day activities, including the drafting and reviewing of a wide range of business contracts concluded between our client and its associates (Greek and international legal entities), such as distributors, suppliers, manufacturers, licensors, licensees, information systems providers, etc., making sure that our client’s rights are sufficiently protected and safeguarded.

OLD PORT OF MARSEILLE – BUILDING PROJECT
We have represented a foreign client high networth individual (Mr. Abela) in a complicated cross border commercial and corporate transaction (total project value 14 million €) involving a real estate development project completed in the old part of Marseille.
Our client is owner of 70% of the shares of a Lebanese company (SAL) which in turn owns 90% of the shares of the French company (SA) owning the real estate project as such.
The project involved the establishment of a Special Fund which provided a loan to the French SA (in the form of high return short term corporate bonds) for the latter to repay in advance directly to our client capital payments he had made.

HOTEL INDUSTRY – CORPORATE GOVERNANCE
Our client is the major shareholder in several companies which own real estate properties, hotel and entertainment enterprises in the island of Lesvos. Our firm advised him on various corporate issues such as convocation of the Board of Directors and the General Meeting of the shareholders, Single-Membered BoD, amendment of Articles of Association, possible merger of companies, issuance of shares, issues of protecting the shares from possible confiscation by enforcement of Court decision, etc.

ENERGY SUPPLY CONTRACTS
Our firm represented and advised the Energy Group “ENERGA” on various issues including corporate and commercial issues, such as the legal relations between the relations of the participants in the Energy Market (suppliers and producers), issues regarding the seizure by the State of a multimillion sum at the bank accounts of the companies, legal advice regarding the liability of the directors and the shareholders against the State for taxes.

FRENCH DAIRY MULTINANTIONAL – CORPORATE LAW – UBO
Our firm handles all the corporate issues of the company “Fromageries Bel Hellas S.A“(the Greek subsidiary of the multinational French dairy products company, “Bel S.A“), and recently we have provided advice regarding the wide amendment of the Articles of Association of the company in accordance with the new law regarding the S.A.s n. 4548/2018 and regarding the declaration of the “beneficiary owners” which is a new requirement for companies.

AVIS RENT A CAR
In the framework of our long lasting relation with one of the major car rental companies in Greece we have been supporting our client by drafting many commercial contracts regarding the transfer of ownership of cars to its clients following the expiration of the relevant lease agreements, along with arrangements regarding the payment of outstanding amounts, such as rents, car’s purchase price, etc.

EMPLOYEES’ TRANSFER – EMPLOYMENT
We regularly provide advice on commercial and labor law issues to our client including not only ordinary matters such as drafting employment and independent contractor agreements but also more complex ones, such as drafting consent forms to make sure the transfer of the employees’ personal data outside EU is lawful. We have also undertaken to register this transfer with the competent Authority (Hellenic Data Protection Authority)

Our firm has provided legal advice to a Greek retailer of clothing regarding an exclusive distribution agreement that he was to make with his supplier (a French clothing company). We advised on issues about his protection against his competitors on the grounds of unfair competition law and on the ways of enforcing this protection via civil action and injunctions.

INTERNATIONAL TAX AND CORPORATE ADVICE
In the context of our Managing Partners’ international presence and consulting services to high net worth businessmen / individuals, we have been asked by a boutique Swiss financial consultancy firm to advise a foreign citizen, resident of Monaco in relation to the restructuring of his group of companies. Our task involved corporate and tax advice related to companies and assets in various jurisdictions, such as Monaco, Ukraine, and Luxembourg where holding entities were to be registered.

RAILWAYS – FOREIGN INVESTOR
Our firm has provided a short legal advice to the Russian Railways International about the proceedings of establishing a branch and/or a company (Société Anonyme) in Greece and relevant issues regarding the legal representatives and the auditors.

DUTY FREE SHOPS
We represent a Danish distributor of products sold to Duty Free shops in European airports, in its dispute with its former collaborator in Greece, who was requesting the payment of an indemnity of an amount of approximately 1,6 million Euros due to the alleged illegal termination of their agreements.

AIRLINE CATERING
We represent one of our international clients (Airline Catering) in a complicated negotiation with RAK (Dubai) Airways and RAK Airport. Our clients are in partnership (JV) with RAK Airways (now replaced by RAK Airport due to the closing down of RAK Airways) in providing airline catering services in RAK Airport through a concession agreement. A settlement has been reached.

INTERNATIONAL – CROSS BORDER DUE DILIGENCE
We have been requested by a multinational, Group’s Chairman to conduct a thorough legal audit on all existing (operating or dormant) corporate entities owned or controlled by him in order to assist in a future strategic organisational and financial restructure of the entire Group. We have been gathering information regarding 40 companies / entities (so far) in various jurisdictions such as UK, Liechtenstein, Lebanon, Italy, France, and UAE amongst many. In order to conduct this arduous task, we had to go through and thoroughly examine the bylaws, legal representation, assets, BoD members, shareholders’ agreements etc and coordinate numerous local counsels in various jurisdictions.

CORPORATE RESTRUCTURE – BRIDGE FINANCING – SHARES TRANSFER
We represented a wealthy UK / Lebanese citizen in the 40 million Euro restructure of his bank debt towards European and Lebanese banks, whilst at the same time working closely with a team of UK and Lebanese lawyers and Swiss tax advisers, we have coordinated the transfer of lands indirectly owned by the client (through corporate entities) in the Lebanon of a total value of 25 million US dollars. We also represent the same client to sell or otherwise dispose of his interest in a large minority shareholding he has with the Casino du Liban, which is going through a serious crisis for the past 3-5 years. We are also providing advice to the same client in respect of his 10 million Euro investment in a new construction project (commercial mall etc.) in the old part of Marseille.

Our firm has provided legal advice to many individual businessmen on a wide range of corporate and commercial issues including inter alia:

a) Advice to the CEO and shareholder of a shipping company on issues regarding his liabilities and the liabilities of the rest of the legal representatives of the company for the destruction of a cruising boat due to the actions of the rest of the legal representatives and we drafted and served extrajudicial letters to this end.

b) Advise to the CEO of a well-known radio station on corporate issues and how his position will be affected when he will retire

c) In a case of a ship that was damaged in a Greek island, we provided advice to the Italian charterers regarding their rights and liabilities, we negotiated with the port authorities, the brokers and the shipowner and we reached a settlement on terminating prematurely the charter party and returning the ship to the shipowner.

d) Advice to the shareholders of an Ltd company in the business of shipping communication systems on inheritance issues and on the strategy to confront the rest of the shareholders who were unjustifiably hostile against them.

e) Advice to a limited partner of an LLP on sports clothing business on his liabilities for liabilities of the company against insurance funds and tax authorities and negotiation with the other partner regarding the termination of the company

f) Advice to the majority shareholders of a Private Company on sports clothing business on issues of the general meeting and the amendment of their articles of association and their protection against actions in bad faith by minority shareholders.

g) Advice and establishing a company for undertaking short term leasing of a villa to a very touristic island.