Merger Controls First Edition - J Sagar Associates

Dryllerakis & Associates Greece
so that the HCC cannot evaluate the notified concentration then the deadlines start when the notifying parties have been
advised of their failure from the HCC. This notice from the HCC must be given within seven (7) days from the notification.
The deadlines are also suspended when the undertakings do not meet their obligation to supply information, provided that
the participating undertakings are advised by a notice communicated to them within 2 days from the expiration of the
deadline to supply the information. The deadline period restarts from the submission of the information requestedvii .
4.4. Modifications and Remedies. From the day the notifying parties are advised of the initiation of Phase-II, and within
a period of seven (7) days therefromviii , they may jointly proceed to modifications to the concentration or propose remedies
to remove the serious doubts as to its compatibility with the competition in the relevant market. Although the possibility
of making modifications was introduced in 1995ix , the term “remedies” was added by the new law. The HCC may, in
exceptional cases, accept the proposal of remedies after the expiration of the 7-day deadline. In this case, the deadline of
90 days may be extended by 15 days, reaching 105 days in total. A Rapporteur must submit his/her recommendation on
the proposed remedies within twenty (20) days from their submissionx .
4.5. Conditions. The HCC may approve the notified concentration, attaching to its decision conditions and provisions to
ensure compliance of the participating undertakings with the commitments undertaken by them, with a view of rendering
the concentration compatible with the provisions of the law requiring that the concentration must not raise serious doubts
on its significant impact to competition in the national market or, in the case of a joint venture, the latter operates as an
autonomous unitxi .
The HCC may threaten the participating undertakings with fines in case they fail to comply with the conditions and
provisions in the framework of the remedies.
4.6. Derogations. The prohibition of its implementation prior to its clearance does not prevent a concentration in certain
cases:
a) In case of the acquisition of control following a public offerxii or other stock exchange transactions under the proviso
that the relevant actions are notified in time (i.e. within 30 days from the date of the transactions) and the buyer
does not exercise its voting rights related to the acquired titles except (after special permit by the HCC) in order to
maintain the value of its investment.
b) By special permission of the HCC, to avoid serious damages to one or more of the undertakings participating in the
concentration or to a third party.
4.7. Revocation. In addition to the general rules of the administrative law regulating the revocation of legal or illegal
administrative acts, the new law maintains special rules concerning the decision approving the implementation of a
concentration. It maintains the provision allowing revocation of the HCC decision based on inaccurate or misleading
dataxiii . The revocation in case the participating undertakings in the concentration violate any condition or accepted remedy
is specifically regulatedxiv allowing as well the HCC to take any measures to dissolve the concentration or to restore prior
conditions or to split the merged enterprises or to order the sale of the acquired shares or assets. The above arrangement
applies as well in case of concentrations implemented without approval.
Sanctions
5.1. Apart from its authority to revoke any decision approving a concentration and to restore conditions in the relevant
national market, the HCC may impose fines, the size of which depends on the kind of violation. In this respect the fine
amounts to:
(a) at least €30,000 and up to 10% of the aggregate turnover (a.t.o.) in case of violation of the obligation of the
undertaking to notify in time a concentration subject to prior notification, regardless of whether failure was not
intentional but was due to light negligence;
(b) the same as (a) for the implementation of the concentration before the approval is granted;
(c) up to 10% of the a.t.o. of all participating undertakings, which do not comply with the undertaken remedies; and/or
(d) up to 10% of the a.t.o. of all participating undertakings for failure to comply with the conditions of the HCC
decision in the framework of the approved concentration.
5.2. In addition, the law provides for criminal sanctions, which are cumulative to the fines imposed by the HCC. Article
44 §1 provides for a fine ranging from €15,000 to €150,000 to be imposed by the criminal court to anyone who violated
the provisions on merger control or does not comply with the relevant decisions of the HCC. The criminal character of
the offence is eliminated for the culprits or the accomplices who notify the HCC, the prosecutor or any other competent
authority of the violation, submitting any evidence of the offence as well.
Statute of Limitation
6.1. Article 42 of the new law provides that any violations of the law are subject to a five-year statute of limitationxv , which
starts on the date the violation was committed. In case of a continuous violation or a repeated violation, it starts on the
date the offence ceased.
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