Kelemenis & Co. provides end-to-end legal advice in complex commercial cases and transactions for corporate clients. The firm deals with the full range of corporate and commercial activities, from corporate governance and company formation to cross-border transactions, international joint ventures, M&A and corporate restructuring. It advises multinational corporations, financial institutions, international law firms and investment funds (venture capital and private equity) on cross-border investments, strategic partnerships, investment structures and shareholder agreements. The firm has extensive experience in commercial contracts (such as agency, distribution, franchise and leasing agreements) combining legal expertise with commercial awareness. It advises domestic and international businesses, investors and business groups on a wide range of corporate and commercial issues, covering both trading activity and the ongoing operation and business growth.

The firm’s expertise includes:

Company Formation & Corporate Operations

• Incorporation of companies of all legal forms (S.A., EPE., IKE and partnerships), including selection of the appropriate corporate structure and design of corporate set-up
• Drafting of articles of association and other corporate documentation, and completion of all incorporation formalities before the competent authorities
• Registration with the General Commercial Registry (GEMI) and compliance with publication and disclosure requirements
• Advisory on capital structuring, shareholder contributions and initial corporate financing at the incorporation stage
• Assistance with the establishment of branches and subsidiaries in Greece by foreign entities
• Advisory on shareholder/partner relations at the incorporation stage, including structuring of key rights and governance mechanisms
• Ongoing legal support on day-to-day corporate matters (corporate housekeeping), including preparation of corporate resolutions and maintenance of corporate records
• Liquidation and dissolution of companies

Acquisitions, Mergers & Business Transfers (M&A)

• Structuring and implementation of acquisition transactions in accordance with Greek company law, including Law 4548/2018 and Law 4072/2012
• Execution of share deals and asset deals, including business transfers as going concerns
• Drafting and negotiation of transaction documentation (e.g. share transfer agreements, asset purchase agreements)
• Advice on post-closing matters, including earn-outs, adjustments and integration issues

Shareholder Agreements & Corporate Governance

• Drafting and negotiation of shareholders’ agreements (SHAs) and investment agreements
• Structuring of minority protection rights, veto rights and exit mechanisms
• Advice on drag-along and tag-along provisions, transfer restrictions and governance arrangements
• Corporate governance structuring, including board composition, decision-making processes and internal regulations

Corporate restructurings and transformations (Law 4601/2019)

• Mergers (by absorption or by formation of a new company)
• Demergers (full or partial)
• Spin-offs / hive-downs (sector carve-outs)
• Conversions of companies (change of legal form)
• Cross-border transformations (where EU law applies)
• Intra-group restructurings
• Liquidation and dissolution of companies

Joint Ventures & Strategic Partnerships

• Structuring and negotiation of joint venture agreements and co-investment arrangements
• Drafting of cooperation agreements and strategic partnership frameworks
• Allocation of risks, governance mechanisms and exit strategies

Commercial & Corporate Contracts

• Drafting and negotiation of commercial agreements under Greek law, including supply, services and works contracts
• Structuring and review of B2B and B2C agreements, ensuring compliance with mandatory provisions of Greek contract and consumer law

Distribution, Agency & Franchising

• Drafting and negotiation of distribution and commercial agency agreements, including compliance with Presidential Decree 219/1991 and Law 3557/2007 (on the application of agency to exclusive distribution)
• Structuring of franchising and licensing networks
• Advice on exclusivity, non-compete obligations and competition law constraints

Concession & Works Contracts

• Drafting and negotiation of construction, EPC and project agreements
• Structuring and negotiation of concession agreements and public-private arrangements

Legal Due Diligence

• Conduct of legal due diligence in M&A transactions and investments
• Identification of legal risks, liabilities and regulatory issues
• Preparation of due diligence reports and transaction support

Competition Law & Consumer Protection

• Advisory on compliance with Greek and EU competition law, including Articles 101 and 102 TFEU
• Assessment of antitrust risks in commercial agreements and practices
• Advice on abusive practices, unfair competition and restrictive arrangements
• Compliance with consumer protection legislation, including Law 2251/1994

Corporate Compliance

• Corporate governance structures in line with Greek company law
• Advisory on board responsibilities, directors’ duties and liability
• Compliance with the General Data Protection Regulation and the Greek implementing law 4624/2019
• Design and implementation of internal reporting channels in compliance with anti-money laundering (AML) obligations under Law 4557/2018, including KYC procedures and internal controls
• Design and implementation of internal reporting channels in compliance with the Law 4990/2022 (transposing the EU Whistleblowing Directive)
• Advisory and support on all compliance/regulatory requirements, including those applicable to heavily regulated sectors (see Compliance and Regulation)