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The Greek legal system follows the principles of continental
European law. As such, the relations between the State and legal entities
are governed by the "administrative law" and all related litigation
is handled by the administrative courts.
We represent clients primarily in the following areas of
administrative law:
We advise clients on the licensing requirements in heavily-regulated
industries, such as telecommunications,
media,
energy,
banking,
capital
markets, food
and beverage, and mining.
Please click the respective word for further information.
We have extensive experience in environmental, real estate
and planning issues and have contributed several articles to European
environmental law publications.
Indicatively, we have conducted a legal evaluation and
appraisal of several assets of and on behalf of the Hellenic Tourism
Organisation (HTO). In addition, we participated in the environmental
due diligence of Heracles - Halkis Cement Group and Hellenic Petroleum,
two of the largest Greek companies.
For further information on our experience in environmental
law and real
estate please click the respective word.
Our firm often advises clients, especially in the defence
industry, in connection with their participation to public tenders and
contract negotiations. For further information on our experience on
public
procurement please click the respective word.
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Our firm has established the Greek subsidiaries of many
international advertising companies and has provided advice with respect
to the acquisition of Greek advertising companies.
We draft and review contracts for advertising agencies,
advertisers, publishers and broadcasters (including television and radio
channels), and advise our clients on all legal and tax issues related
to the communication of advertisements through all media including the
Internet.
Indicatively, our firm assists companies such as Ogilvy
& Mather, Young & Rubicam, and DDB Needham on various regulatory,
corporate and tax matters and has represented the Association of Greek
Advertising Agencies in the dispute of its members with Greek tax authorities
in connection with the imposition of a special tax on advertising material.
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Our firm has extensive experience in advising automobile,
tire, lubricant and spare parts manufacturers on several commercial and
tax issues related to the commercialization of their products in Greece.
We advise on various aspects of the automobile business, including agency,
distribution and franchise, finance, product liability, warehousing and
logistics.
We have advised major international companies, including
a European car manufacturer on its distribution agreement with a Greek
company, a major Japanese car manufacturer on the establishment and operation
of a centralized stock warehousing facility, and a major tire manufacturer
on the recall of its products.
Additionally, our tax practice has, among other, advised
two major Japanese car manufacturers on the complex customs and excise
duty implications arising from the origin of their products, advised a
major Italian car manufacturer on tax and accounting issues related to
intra-group service provision arrangements, car sales credit schemes and
VAT readjustments, and advised a major Greek bank on the operation of
its car sales financing activities.
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Zepos & Yannopoulos is one of the few law firms in Greece
with significant expertise in aviation.
We have extensive experience in aviation law ranging from
tax and finance-related issues to disputes between airlines and their
customers. We have acted on behalf of sellers, purchasers, lessors, lessees,
financiers and manufacturers of aircraft, offering assistance and advice
on various aspects of international transactions involving Greek counterparts
or creating legal effects in Greece and have significant experience with
the regulatory framework of the Greek Civil Aviation Authority. We provide
advice on civil, tax and security related issues in connection with the
structure of lease finance schemes and in connection to the granting of
mortgage on aircraft registered in Greece while we have extensive experience
in aviation-related litigation.
Specifically, we have advised some of the world's largest
aircraft leasing and manufacturing companies, such as AAR, International
Lease Finance Corporation, Ansett, and Mitsui, on a multitude of regulatory,
civil and tax issues, including registration, deregistration and repossession
of aircraft, and structure of lease finance schemes. Indicatively, we
successfully advised ILFC on the first repossession of aircraft in Greece.
We also advise air carriers, such as Delta Airlines, on
all legal aspects of their operations in Greece including regulatory,
labour and tax related matters.
Zepos & Yannopoulos also has experience with the airport
ground handling regulatory framework, having advised companies such as
Gatwick Handling (GHI) and Aer Lingus on all aspects related to the liberalization
of this sub-sector in Greece. Indicatively, we also established the subsidiary
of GHI in Greece.
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Zepos & Yannopoulos has developed one of the largest
and most specialized banking practices in Greece. Whilst senior partners
of the firm have acted as in-house legal counsel to major Greek banks,
such as ETVA, ETEVA and Eurobank, the firm also regularly acts as outside
legal counsel to major financial institutions, such as Credit Suisse First
Boston, Merrill Lynch, American Express and Piraeus Bank.
The firm has been involved in a variety of banking transactions,
ranging from applications for general credit facilities and single credit
agreements to syndicated loans, corporate and inter-bank lending, debt
restructuring, project finance and bank assurance products, providing
advice both from a legal and a tax point of view. Our services extend
to management of tax audits of banking institutions and calculation of
their taxable profits.
The firm's banking practice has extensive knowledge of the
Greek banking regulatory framework and is known for providing documented
and innovative solutions to its clients as well as support for regulatory
compliance with the Bank of Greece and other supervising authorities.
Indicative assignments undertaken by the firm's banking
practice include the following:
- advising Caisse Nationale de Credit Agricole on the acquisition of
6.7% of Commercial Bank of Greece and on the cooperation agreements
between their subsidiaries. We conducted the due diligence of the Commercial
Bank of Greece and its subsidiaries, participated in the drafting of
the share purchase agreements, the shareholders agreements and the joint
venture agreement;
- advising Caisse Nationale de Credit Agricole on the implementation
of the cooperation agreements with Ermis Mutal Fund Management Company
S.A. and Investment Bank S.A., subsidiaries of Commercial Bank of Greece,
in accordance with the above main agreement between Caisse Nationale
de Credit Agricole and Commercial Bank of Greece;
- advising on the execution of an SPA between Credit Agricole Asset
Management and Ermis Mutual Fund Management Company S.A. and on the
execution of an SPA between Credit Agricole Indosuez and Investment
Bank S.A.;
- advising ABN AMRO on the sale of their Consumer and Commercial Clients
Business in Greece to Aspis Bank; more specifically advising on the
sale and purchase agreement, on the transfer of assets and liabilities
of the network of 16 branches, on the related tax, antitrust, labour
and data protection issues triggered by the transaction;
- advising Standard Chartered Bank on the acquisition of ANZ Grindlays
Bank's Branch in Greece;
- advising the National Bank of Greece in connection with a Global
Medium-Term Note Programme (€ 1,000,000,000);
- advising Merrill Lynch International, Morgan Stanley Dean Witter
and NBG International on the issuance of the first Euro-denominated
Greek corporate bond offering of Euro 1.1 billion issued by OTE on February
2000. Our assignment included advice on all issues connected to the
structure of the transaction and all related legal and tax issues;
- advising the Agricultural Bank of Greece with respect to its initial
public offering;
- advising Egnatia Bank, Societe Generale, BNP Paribas, National Westminster,
ANZ Grindlays, Citibank, Banque Worms, Credit Commercial de France and
HSBC on a variety of tax issues pertaining to their structure and operations
in Greece;
- acting for Gottardo Bank with regard to the establishment and operation
of its subsidiary in Greece;
- providing tax advice to Barclays Bank, Deutsche Bank, Morgan Stanley,
Merrill Lynch and Credit Suisse First Boston in structuring and marketing
various synthetic financial products in the Greek market;
- advising National Bank of Greece and Piraeus Bank on all tax aspects
of bond issues in the UK;
- advising Egnatia Bank on the tax implications of their merger with
the Bank of Central Greece;
- advising National Westminster Bank, Societe Generale and EFG Eurobank
on tax audit matters, monitoring litigation and dispute resolution mechanisms
in accordance with relevant Greek tax legislation.
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Zepos & Yannopoulos is widely recognized as having one
of the leading capital markets practices in Greece. We advise on the legal
and tax aspects of combined equity and debt transactions, including initial
public offerings (domestic and international), private placements of securities,
medium-term note programs, Eurobonds, convertible bonds, debt and equity
derivative trades and other equity-linked products as well as on the provision
of investment services in Greece and the distribution and marketing of
UCITS and non-UCITS funds in Greece.
Our clients include issuers, underwriters, guarantors, trustees,
financial and credit institutions, investment firms, investment funds,
UCITS funds, funds of funds, swap counterparties, investors and companies
listed on the Athens Stock Exchange (ASE) including the Hellenic Exchanges,
the parent company of the ATHEX. We provide advice on the full range of
regulatory issues including, share buy-backs, take-over bids, disclosure
obligations, money laundering, insider trading and code of conduct rules.
Our capital markets team, which consists of attorneys with
international experience, actively follows the continuous changes of the
regulatory framework and strives to remain at the forefront of developments
in capital markets. Our work benefits from our size and structure, which
enables us to conduct extensive and intense due diligence exercises, and
from our constructive and long-term cooperation with the regulators.
Zepos & Yannopoulos is the Greek contributor to the
GLOBAL FINANCIAL SERVICES REGULATORS", Issue 1: 2004, published by
Richmond Law and Tax Ltd. concerning the capital markets legal framework
in Greece.
Our firm has been involved, by advising either companies
or their underwriters, in many of the largest initial and secondary offerings
of Greek companies on the ASE and on combined offerings for the listings
on the London Stock Exchange (LSE) and on the New York Stock Exchange
(NYSE). In addition, we advise listed companies on their corporate affairs
and compliance obligations towards the ASE and the Capital Markets Committee
(CMC). We also advised several times on offerings and private placements
of securities of foreign entities to investors and/or employees in Greece.
ASE related projects in which our firm has been involved
include, among others, the following:
- we acted as legal counsel to the domestic (Eurobank and Commercial
Bank of Greece) and international (Merrill Lynch, Pierce, Fenner &
Smith and Salomon Smith Barney) lead underwriters with respect to the
privatization and initial public offering of mobile telephone operator
Cosmote, and the international and domestic offering of its shares to
domestic and foreign investors. We conducted the legal due diligence
of the company and participated in the drafting of governmental privatization
decisions and prospectus, as well as in the drafting and negotiations
of the underwriting agreements. We drafted the legal due diligence reports;
- we acted as legal advisor to the Agricultural Bank of Greece for
its privatization and issues related to the listing of its shares on
the ASE;
- we acted as legal counsel to the Hellenic Industrial Development
Bank (ETBA Bank), drafted the articles of incorporation by virtue of
which the issuer was converted to a Greek corporate entity and drafted
the law and the relevant governmental decisions for its privatization;
- we acted as legal counsel to the Hellenic Duty-Free shops, drafted
the articles of incorporation by virtue of which the issuer was established
as a Greek corporate entity and drafted the law for its privatization;
- we acted as legal advisors to the international lead underwriters,
(Salomon Smith Barney and Credit Suisse First Boston) with regard to
the second international offering of Hellenic Petroleum shares. We conducted
the legal due diligence of the company and drafted the relevant reports.
We also represented the underwriters in the negotiations for the first
agreement in Greece for the swap of shares of publicly-owned companies
between the Greek state and the banks;
- we acted as legal counsel to the international lead underwriters
(Warburg Dillon Read, Salomon Smith Barney and the Ionian Bank) with
respect to the restructuring and privatisation of Hellenic Petroleum.
Our work included the analysis of the regulatory framework on energy
and the operational aspects of the restructuring of the group and the
drafting of proposed amendments to the existing regulatory framework.
We conducted the legal due diligence of the group including all subsidiaries
such as DEPA (Public Gas Corporation) and the oil refineries and drafted
the relevant due diligence reports that were submitted to the ASE. We
also participated in the drafting of the relevant governmental privatisation
decisions and the prospectus;
- we advised the international lead underwriters (Salomon Smith Barney
and Credit Suisse First Boston) with regard to the third and fourth
secondary offerings of OTE shares. We advised on all issues of the combined
offerings including the exchange of the "Privatisation Certificates"
for shares, that was effected for the first time in the Greek market;
and
- we acted as legal counsel to the international lead underwriters
(Salomon Brothers, HSBC, James Capel, BZW), with regard to OTE's privatization
and IPO including issues relating to the combined offering of OTE's
shares to domestic and foreign investors, the liability of the underwriters,
the underwriting agreement and other related legal issues.
Our firm has conducted the legal due diligence and has advised
underwriters in numerous initial public offerings of Greek companies,
including Pouliades SA, Papaellinas SA and Astir Hotel SA.
We advise our clients on bond issues, medium-term note programs,
Eurobonds, convertible bonds, government bonds and on the operation of
and trading on the Electronic Secondary Securities Market (HDAT). Our
firm has advised a number of international investment firms on securitisation
issues and in the structuring phase of the securitisation of the assets
of Greek banks. In addition, we have advised international investment
firms on Tier 1/Tier 2 banking issues. Indicatively, we have been involved
in the following projects:
- advising the Greek State on the issuance by the Hellenic Exchangeable
Finance S.C.A. of 2% Exchangeable Bonds due 2005, exchangeable into
ordinary shares of OTE in the aggregate principal of an amount of €1,000,000,000
(2001), resulting in the decrease of the Greek State's shareholding
in OTE to under 51%;
- advising Merrill Lynch, Morgan Stanley Dean Witter and National Bank
of Greece on the issuance of the first Euro-denominated Greek corporate
bond offering of €1.1 billion issued by OTE on February 2000. We
advised on all legal and tax aspects of the transaction;
- advising the National Bank of Greece in connection with a Global
Medium-Term Note Programme (€ 1,000,000,000); and
- advising National Bank of Greece and Piraeus Bank on all tax aspects
of bond issues in the UK.
We have extensive expertise on issues relating to derivative
products. We have advised on the structure of innovative derivatives transactions,
such as the issue of the first covered warrant on Greek shares and various
OTC equity forwards on shares listed on the ASE. Furthermore, we regularly
provide legal advice on the enforceability of various derivatives contracts
and similar financial arrangements on new derivative products and developments
of the ATHEX-Derivatives market and the obligations of the counterparties.
Our Tax practice has provided advice to several banks, including Barclays
Bank, Deutsche Bank, Morgan Stanley, Merrill Lynch and Credit Suisse First
Boston, in structuring and marketing various synthetic financial products
for the Greek market including commodity derivatives.
We have extensive experience in investment funds and have
advised a number of foreign mutual funds, UCITS and non-UCITS, in relation
to the applicable legal framework in Greece. We provide advice on issues
related to the registration procedure, marketing and selling restrictions,
advisory and sub-advisory agreements and generally on all regulatory and
tax aspects of the funds' activity in Greece. We represented and registered
with the CMC a significant number of foreign UCITS funds for distribution
in Greece and have advised foreign investment firms and banks on the distribution
of notes linked to hedge funds in Greece. We act as local counsel for
the distribution of membership interests in the mutual funds of Janus
World Funds, American Express Funds, Merrill Lynch International Investment
Funds, JP Morgan Fleming Funds & JP Morgan Fleming Investment Funds.
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Commercial law is the cornerstone of our practice. For more
than a century our firm has provided legal assistance to clients on all
aspects of commercial law which include the following major areas:
Our firm has been involved in many of the largest and most
complex commercial transactions in Greece, including the acquisition of
the Heracles - Halkis Cement Group by Blue Circle Industries, the acquisition
of a shareholding of the Commercial Bank of Greece by Caisse Nationale
de Credit Agricole, and the initial public offerings of Hellenic Petroleum,
Hellenic Telecommunication Organization (OTE), mobile telecommunications
operator Cosmote, and ETVA Bank.
Our firm is also particularly well known for its expertise
in handling the Greek tax aspects of novel commercial transactions, cross
border financings, mergers and acquisitions, and complex real estate and
joint venture/partnership transactions.
For further information please click the relevant word above
.
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Zepos & Yannopoulos specializes in the provision of
comprehensive corporate and tax services to foreign legal entities conducting
business in Greece. Our firm has developed a reputation for bridging the
legal and cultural gaps between foreign investors and Greek counterparts.
Our firm is actively assisting multinational and Greek clients
form subsidiaries, branches or joint ventures in Greece. In this respect,
we advise clients on the selection of the optimal legal vehicle for their
operations from a corporate and tax point of view, we draft and negotiate
shareholders and joint venture agreements, and we form the Greek subsidiaries
of foreign clients. Once a company is formed, we advise on all corporate
matters from the date of incorporation until the date of liquidation,
including the appointment and removal of directors, share capital increases,
change of registered offices, shareholders issues, change of financial
year, approval of annual accounts, exit strategies and repatriation of
profits. We also draft the appropriate resolutions and obtain the relevant
approvals for the afore-mentioned activities.
Our clients include some of the world's largest multinational
companies such as Allied Domecq, American Express, Bic, ChevronTexaco,
Chiquita, Cisco, Estee Lauder, ExxonMobil, H-P, Merrill Lynch, Nokia,
Robert Bosch, SBS Broadcasting and Atos Origin.
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Competition constitutes one of the areas of expertise of our firm. We advise Greek companies planning to become acquired by foreign entities, foreign companies having an extensive presence in Greece and wishing to divest part of their operations or expand the latter, as well as Greek undertakings, including credit institutions, entering into specialized cooperative arrangements with foreign counterparts to enhance their competitiveness. Additionally, we advise businesses operating in Greece through local subsidiaries or distributors on their compliance with antitrust specifications (particularly Articles 1 and 2 of Law 703/77 and EU block exemptions). We often provide our clients with arguments against proposed Parliament Bills, the enactment of which could raise barriers of entry in certain sectors and jeopardise free competition. Our firm works closely with major European and US law firms with a strong antitrust practice, in view of tackling the Greek competition law ramifications of the international transactions of their clients.
Our firm has been involved, inter alia, in the following projects and has provided the following advice:
- Notified the acquisition of the majority shareholding of the Heracles-Halkis Cement group of companies by Blue Circle Industries and obtained respective clearance thereof;
- notified the purchase of Exxon Chemical Paramins division by Chevron Chemical Company and obtained formal clearance thereof from the Hellenic Competition Committee;
- provided to the Bank of Scotland an antitrust appraisal of its offer to the shareholders of National Westminster;
- notified the de facto merger between MD Foods amba and Arla ekonomisk forening and obtained respective clearance and advised Arla Foods amba in relation to the competition issues arising from its establishment of a joint venture with the Delta Dairy Group of Companies in Greece;
- advised ABN AMRO BANK in relation to the antitrust ramifications of the divestiture of its Greek branch;
- advised Cadbury Schweppes on its acquisition of its Greek confectionary business from Pfizer;
- notified to the Hellenic Competition Committee of the purchase of Agfa Gevaert’s NDT business by General Electric and contributed to the referral of the case to the European Commission under the provisions of previously applying ECMR;
- notified to the Greek competition authorities the acquisition by Roche Holding AG of the infusion business of Disetronic, effected through a public offer;
- advised on the negotiated acquisition of a performance chemicals business of a major European player in the petrochemicals industry by its US counterpart.
- advised Texaco Hellas (of the Chevron group of companies) in connection with the intricacies of the sale of a production unit under Greek Competition law; we thereafter drafted and filed a pre-merger notification form on behalf of an the Aegean Oil group for the purchase of a number of assets as well as the lubricants blending business owned by Texaco Hellas.
- drafted and filed a post-merger notification re: concentration (SPA) between LRAIIIApS (Logstor Company) and Lynx Holding ApS.
- drafted and filed a post-merger notification on behalf of an Equity Fund following its acquisition of a group of companies active in the sector of pre-insulated pipes (Logstor).
- drafted and filed a post-merger notification on behalf of Hewlett Packard Company, in connection with the acquisition of Scitex.
- Filed the notification of the strategic alliance between Caisse Nationale de Credit Agricole and the Commercial Bank of Greece, that was followed by a landmark clearing decision of the Hellenic Competition Committee;
- contributed in the drafting of a Prospectus for the Hellenic Petroleum Group describing the antitrust compatibility of its vertical marketing activities;
- provided advice to Estee Lauder regarding the prospective establishment of a distribution joint venture in Greece;
- notified to the Hellenic Competition Committee the joint venture agreement between Estee Lauder Europe and Elca Cosmetics Limited;
- assisted Allied Domecq in the drafting of supply and distribution agreements for the Greek market in line with the specifications of EU and Greek Competition Law;
- notified to the Hellenic Competition Committee the joint venture agreement between an affiliate of Deutsche Bank and EFG Eurobank Properties, on a landmark transaction focusing on the sale and leaseback of real estate.
- advised Imperial Tobacco Hellas with respect to an investigation of the HCC in the cigarette sales industry.
- advised Carrefour-Marinopoulos SA, which is the leading supermarket chain in Greece, with respect to a dispute with one of its franchisees, who initiated an investigation by the HCC (with alleged violations by our client of Articles 1 and 2 of Law 703/77).
- advised Group 4 Securitas SA on proceedings before the HCC with respect to our client’s membership in a cartel.
- advised of the antitrust implications of an joint venture agreement between Konecranes and Rokas SA, both of which are active in the construction sector.
- advised Engel & Voelkers, a German real estate company, regarding the execution of a franchising project in Greece and the antitrust implications thereof.
- we are currently advising Iberdrola SA, the leading Spanish energy producer, with respect to the establishment of a joint venture with Motor Oil Hellas, one of the leading Greek petroleum companies and the clearance of such transaction by the EU Commission.
- we filed with the DG-COMP of the European Commission a notification of the establishment of a joint venture between Carrefour Marinopoulos, one of the largest food retailers in Greece, and Credicom, a subsidiary of the Commercial Bank of Greece (that will be active in the provision of credit services using the retail facilities of Carrefour Marinopoulos) and obtained respective clearance.
- finally, we are currently advising Carrefour Marinopoulos in connection to its alleged involvement (on a count of resale price maintenance) in the “Milk cartel” case that is pending before the HCC.
- Advised an international spirits producer on the particularities of determining costs and setting prices and discounts, with a view to avoiding predatory pricing claims.
- assisted Cadbury Hellas in connection with the drafting of its commercial contracts with wholesalers/ retailers with a view to antitrust compliance (in particular, rebate and exclusivity clauses thereof).
- Drafted a letter to a parliament bill on the trade licensing of petroleum products on behalf of a number of petroleum trading companies established in Greece;
- advised an EU consortium on the compatibility of the exclusive rights of Hellenic Duty Free Shops with Article 86 of the EU Treaty, in course of its submission of a bid for the acquisition of a controlling stake in the latter;
- advised an international supermarket chain on the compatibility of its parallel imports of technological equipment with EU and Greek competition laws;
- assisted an international mobile phone producer in aligning with Greek Competition Laws in terms of an exclusive arrangement with its distributor in Greece;
- advised an international spirits producer and a petroleum company on the compatibility of their resale agreements and pricing practices with Greek competition law and the EU block exemption on vertical restraints;
- assisted a US company active in transportation services in the drafting of its Greek franchise agreements in compliance with Greek competition laws;
- cooperated with Freshfields in the multi-jurisdiction “Modernisation Initiative” launched by this firm in the wake of the entry into force of Modernisation Regulation 1/2003 on May 1st 2004.
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Zepos & Yannopoulos advises clients on all aspects of
their contractual relations, including providing them with comprehensive
commercial and tax advice in connection with the drafting and negotiation
of commercial agreements.
Indicatively, our firm has drafted, negotiated and advised
clients with respect to the following types of agreements:
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We offer legal advice only to legal entities seeking assistance
in connection with the applicability of Greek criminal law to acts or
omissions of their executives primarily in connection with the applicability
of criminal provisions of capital markets, labour, social security, tax,
intellectual property, environmental and bankruptcy law. We have filed
numerous criminal complaints on behalf of our clients, most notably in
cases involving commercialization of counterfeits and trademark infringement.
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Following the implementation of the EU data protection Directive
96/9, our firm developed significant expertise in this area. In various
cases, members of our firm have contributed significantly in the secondary
regulatory legislation and decisions issued by the Greek Data Protection
Authority ("DPA") by raising issues, posing queries and interacting
with the Authority.
Indicatively, our firm advised Compaq and managed to obtain
from the DPA the issuance of the first permit in Greece for an overseas
transfer of personal data to the US. In other instances, we advised foreign
and Greek entities on their notification and license obligations towards
the regulator for various corporate and other activities triggering data
protection compliance procedures and have drafted data protection statements
and disclaimers for their websites.
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Zepos & Yannopoulos has wide experience in employment law issues including negotiations with labour unions. Working closely with legal entities and law firms from all over the world, we advise, among others, on the legal and tax aspects of:
- employment contracts and consultancy agreements;
- recruitment of personnel;
- dismissal and post-termination issues;
- severance payments;
- part-time and temporary employment;
- personnel regulations;
- cross-border employment issues including foreign tax credit planning and expatriate issues;
- fringe benefits, exit packages and respective tax implications;
- stock-option plans;
- pension funds;
- transfer of employees and acquired rights;
- employment, pension and incentive scheme aspects of acquisitions and corporate reorganizations;
- information and consultation proceedings;
- work-force reductions;
- collective dismissals;
- alternative dispute resolution;
- collective disputes and negotiations with labour unions;
- strikes;
- disabled and protected employees;
- pregnancy and maternity;
- health and safety issues;
- labour law audits, social security compliance and handling of possible contingencies; and
- litigation
Indicatively:
- we regularly advise companies such as Nokia, Cadbury, Carrefour, Robert Bosch, Hewlett-Packard, Sfera Joven, Footlocker, Leroy Merlin, Makro, Oracle, Arrow, Media Markt and Chevron-Texaco on a variety of labour law issues arising from their operations in Greece;
- we advised Compaq and Hewlett Packard on employment issues arising from the transfer of employment contracts and the integration of benefits policies connected to the merger between the two companies as well as on issues relating to the replacement of senior management;
- in the framework of the restructuring of the Athens Exchange we provided legal advice on all employment obligations with respect to the transfer of employment contracts;
- we advised BNP Paribas on the transfer of employment contracts pertaining to the disposition of the custody activities of Paribas' Greek branch;
- we advised Hellenic Petroleum on the terms of the offering of shares to employees in the framework of its initial public offering and drafted the rules of the employee share option scheme;
- in the framework of the takeover of Heracles Halkis General Cement Company by Blue Circle Industries PLC, we provided legal advice on the handling of redundancies and the restructuring of the payroll system;
- in the framework of the acquisition of 6.7% shareholding of Commercial Bank of Greece by Caisse Nationale de Credit Agricole and the related cooperation agreements between their subsidiaries, we advised Caisse Nationale de Credit Agricole on all regulatory, contractual and other obligations of the Commercial Bank of Greece with regard to employee benefits;
- we advised the contractors for the maintenance of the US Military Bases in Greece on various labour issues as well as on the business collective labour agreements and resolution of collective labour disputes by arbitration; we also handled over 100 employment litigation cases;
- we advised Merrill Lynch Hellas S.A on employment issues resulting from the winding up of its operations in Greece;
- we advised Bouygues Travaux Publics on taxation of expatriate staff remuneration;
- we advised Group 4 Securitas on the tax implications arising from the settlement concluded among G4S and its former employees
- we advised Chevron-Texaco on the employment issues arising from the restructuring of its business in Greece including collective labour disputes and strikes
- we advised various international companies such as TIM, Oracle, Hewlett-Packard, ABN AMRO, Cadbury, Accenture, MCI, Wella, Arrow, Numico, Altana Pharma in relation to the hiring and termination of senior employees in Greece;
- we advised Munich Re on acquired rights and transfer issues and conducted legal due diligence for target insurance companies in Greece and
- we advised on the legal and tax aspects of the implementation of stock-option plans for employees in Greece.
Zepos & Yannopoulos assists on a daily basis the respective Human Resources departments of its clients by providing comprehensive, efficient and to-the-point legal advice on labour law issues.
We also have experience with respect to social security and pension funds and have advised clients on a wide array of legal issues. Furthermore, we participated in a Europe-wide survey, led by Linklaters, on European social security and pension funds on the Greek social security system, the legal framework of operation of the pension funds and the changes brought by Law 2084/92.
During our involvement in the numerous issues and related due diligences of OTE, we reviewed in depth the legal framework of TAP OTE, and during our due diligence of Commercial Bank of Greece, we reviewed in depth the legal framework of its funds.
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We advise on a wide range of electricity matters from licensing and regulatory compliance to contract and codes drafting. The members of our energy group have extensive expertise in supporting new entrants in the generation sector advising on all the legal and financial requirements relating to the setting up of a new power plant, from the grant of all licences and permits to the construction, operational compliance and financing of the relevant project. We also have experience in supporting such projects throughout the years of their operation. Certain members of our group also have extensive regulatory experience of mature liberalised energy markets including code drafting as well as complex trading arrangements between energy undertakings.
Our firm has been voted one of the recommended firms for energy and, Marina Kolia, the head of our energy group as the recommended energy specialist in Greece, by independent publication “PLC - Which Lawyer” Yearbook 2006. Similar awards were made by “PLC Cross Energy Handbook 2007” and “International Who is Who of Oil and Gas Lawyers 2007”.
Relevant projects undertaken by our firm include the following:
- Advising Iberdrola on an ongoing basis in a wide variety of electricity generation, commercial, regulatory and corporate issues in relation to its subsidiary C. Rokas SA and the acquisition of renewable power projects in Greece.
- Advising on an ongoing basis foreign clients on their cooperation with Greek entities for the establishment of photovoltaic parks, including on regulatory, project financing and licensing matters;
- Advising on an ongoing basis foreign clients on regulatory matters regarding setting up electricity trading activities in Greece;
- Αdvising as the international legal expert the Electricity Regulatory Authority in Jordan (2004 - 2006) on an EU funded project relating to the provision of technical assistance to the Jordanian energy regulator to strengthen its institutional capacity, regulate more effectively and promote private participation in the electricity sector. Work includes drafting and reviewing generation, distribution, supply, system operation etc. licences, reviewing and commenting on PPAs, legislation, regulations, technical codes and tariffs and advising on strategies to strengthen the regulatory regime and the role of the regulator, including the provision of relevant training.
- Advising the Greek Regulatory Authority for Energy on the drafting of new codes relating to the introduction of a wholesale trading market in electricity in the form of a pool and a new regime for despatch, allocation and charging for imbalances and ancillary services.
- Advising Edison Trading S.p.A. in regulatory, commercial and contractual aspects of supplying eligible customers in Greece including advising on the relevant supply agreement as well as on the contractual arrangements in relation to use of the distribution and transmission systems and interconnectors;
- Advising the Greek Public Power Corporation (PPC) in a business co-operation in respect of investments in the Balkans.
- Advising Elsam A/S in corporate and commercial aspects of the joint venture development of cogeneration power plants in Nothern Greece;
- Advising Vestas Wind Systems in commercial and litigation issues related to EPC and WOMS contracts with clients in Greece;
- Advising VA TECH Hydro AG in regulatory and environmental licensing issues related to the construction of a thermal power plant owned by Hellenic Petroleum in Northern Greece
- Advising on regulatory, contractual and financing matters in relation to numerous Wind Power Projects including the following:
- Advising Iberdrola on various projects relating to participation in wind power projects in Greece, including conducting regulatory, financial, contractual, corporate and tax due diligence as well as drafting the relevant agreements
- Wind power plant in Rhodes: Advising Neg Micon and Greentech Energy Systems A/S on various regulatory issues and on the financing of the project;
- Wind power plant on the island of Evia: Advising Fog Wind (formerly: Fog Vindenergi ApS) on regulatory and other legal aspects of the project;
- Wind power plant in the Cyclades: Advising Unibank on various aspects regarding security and finance of the project;
- Wind power plant in Laconia and Sitia (Crete): Advising Fog Wind (formerly: Fog Vindenergi ApS) on regulatory and other legal aspects of the project;
- Enron wind power projects in Greece. Advising UBS Capital on regulatory and other legal aspects related to the acquisition of the above projects;
- Eurus Energy (formerly Tomen Power)) wind projects in Greece. On-going work advising on an extensive range of regulatory, financing and commercial issues related to the development of wind power projects in Greece, including relevant litigation before the Supreme Administrative Court;
- Advising Fortis Bank on loan financing and security issues to wind power projects in Greece;
- Advising Nedpower on an extensive range of regulatory and project financing issues related to the development of wind power plants in Greece;
- Assisting Energy Developments on various tax, commercial, and labour issues related to the operation of a Landfill Gas Power Station in the West Attica region;
- Advising ABB Equity Ventures on regulatory and other legal aspects related to the acquisition of Cannon Wind projects in Greece;
We are active in organising and participating in energy conferences and seminars.
We organised and hosted a conference in Athens of the European Energy Law Practice Group in April 2004. The European Energy Law Practice Group (of which we are member) is a group of energy sector specialists from leading independent European law firms who have considerable experience and expertise in the energy sector and share knowledge and experience in matters of energy law and practice.
We also organised and hosted in 1999 a conference on energy developments with the participation of 18 law firms from Europe and Japan active in the electricity sector. Our firm prepared and presented the report on the Greek regulatory framework and compiled the comparative report on the basis of all national reports submitted.
Attorneys from our energy group are frequent speakers at energy seminars and authors of energy articles in international publications.
Relevant projects undertaken by our firm include the following:
- DEPA SA.: Advising DEPA, the gas ex-incumbent, in all matters relating to the establishment of an independent gas transmission system operator as its subsidiary (following the implementation of the EU Gas Directives) and the separation of the relevant business, including regulatory and corporate aspects;
- Gas Distribution: Advising on the merger of the three gas distribution companies in Greece into one company; (ongoing)
- LPG Business: Advised international clients in the acquisition of a LPG business in Greece.
- Athens Gas Distribution: Advising a client on legal issues regarding gas distribution networks and customers' servicing;
- Revythousa Cryogenic Gaz Depot: We advised the consortium of Sofregaz -Technigaz on various tax and legal issues with respect to the construction of the Cryogenic Gaz Installation in Revythousa for the account of DEPA; and
- Tomi SA: We advised Tomi SA on the legal and tax implications of a major land-field gas energy project regarding financing, construction, installation, operation and maintenance of a plant and a gas collection system for the purpose of producing electric and thermal power, undertaken together with Energy Developments of Australia and subsidized by the Greek Ministry of Energy.
Our work includes advising on restructuring, mergers and acquisitions, refining and refinery agreements, trading and marketing prerequisites, financing, energy asset deals, liberalisation, privatizations, environmental law, competition law, shipping and transportation arrangements, tax and customs compliance. We also advise on litigation relevant to the above issues, with emphasis on matters of customs compliance and trade of oil products.
Indicative relevant projects undertaken by our firm include the following:
- Chevron Terminal and Lubricant Blending Plant: advising Chevron on the transfer of its Terminal and Lubricant Blending Plant to a major Greek oil company, in all aspects relevant to the transfer of land and facilities, including regulatory, commercial, labour, environmental and tax issues. We also advised on accompanying relocation of Chevron business.
- Bourgas - Alexandroupoli Oil Pipeline: advising a major international player in all aspects relating to the construction of oil pipelines and transportation of oil through pipelines in Greece, including regulatory, licensing, commercial, environmental, administrative, corporate and tax issues.
- we acted as legal counsel to the financial advisers with respect to the restructuring and privatization of Hellenic Petroleum ("H.P."). Our assignment included the analysis of the regulatory framework, the provision of advice regarding operational aspects of the restructuring, the drafting of proposed amendments to the existing regulatory framework, the due diligence of all subsidiaries of H.P. including DEPA (Public Gas Corporation) and the oil refineries, and participation in the drafting of the relevant prospectus. We also advised the underwriters with respect to H.P.'s secondary offering;
- we provided tax support on the dissolution of Exxon Mobil's joint venture with BP Amoco and on the restructuring of its local affiliate, Mobil Oil Hellas. We provide continuous tax advice with respect to the operations of the Greek affiliate;
- we advised on the tax implications of the transfer of Texaco's shares in the local subsidiary to Shell and on the regulatory framework governing the distribution and sale of fuels and lubricants in Greece. We continue to offer advice on various legal, tax and customs issues;
- we advised on the incorporation of a new Texaco affiliate, active in the field of industrial and aviation fuel and lubricants, upon regulatory issues and administrative -trading- licenses, upon the commencement of its activities at the new Athens Airport, upon the acquisition of Terminal facilities with respect to issues of administrative licenses for the operation of the facilities, environmental and customs compliance issues;
- we advised Chevron on their joint venture with a major Greek petroleum company regarding aviation fuel and supplies;
- we formed the subsidiary of Famm LLC (a subsidiary of the joint venture between Chevron and Texaco) and advised on all regulatory and tax matters related to the operation of their marine fuel and lubricants business in Greece and
- we advised BP and ExxonMobil in respect of the Pipeline User Agreement related to aviation fuel deliveries to Athens International Airport.
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Greek environmental protection legislation, which was introduced
in its current form in 1986, is heavily influenced by European Union legislation
and is becoming increasingly stringent. However, a lot remains to be done
in the area of its application and enforcement.
We have significant experience in the field of administrative
environmental law. We provide assistance on a wide array of issues, ranging
from real estate development to the operation of quarries and industrial
plants. Indicatively, our firm advised the international advisors to Hellenic
Petroleum ("HP") with respect to environmental issues during
HP's initial and secondary public offerings, advised a major petroleum
company on a variety of administrative and environmental issues related
to the acquisition of a business operation in Greece, advised Blue Circle
Industries on a multitude of issues connected with the operation of quarries,
mines and industrial plants of the Heracles Halkis Cement Group of Companies,
conducted a legal evaluation and appraisal of more than 150 assets of
the Hellenic Tourism Organisation, and represented in court a major Greek
company in relation to a large fine imposed for alleged sea pollution.
Our environmental law practice has contributed a number
of papers to international environmental law publications.
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At Zepos & Yannopoulos we monitor EU legislative developments
that may have an impact on the Greek legal landscape, especially those
developments that relate to "sensitive" or regulated sectors,
such as telecommunications, energy, taxation, banking, capital markets,
and competition. As such, we often advise our clients on the application
of EU laws in Greece.
Indicatively, we have filed petitions with domestic courts
requesting a referral to the European Court of Juctice for preliminary
ruling. Further, in cases of violation of EU law by Greek legislation
we have cooperated with the European Commission in its action against
the Greek State under Art. 226 of the EC-Treaty. These cases concerned
the VAT treatment of a major European car manufacturer with respect to
the destruction, loss or theft of secured goods and the VAT exemption
on the supply of services closely related to educational services, which
were provided by a renowned Greek private educational institute. In both
cases the Greek State was obliged to amend domestic legislation in order
to comply with the relevant EU VAT Directive.
For further information also click on Competition.
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As in all European countries, the food and beverage industry
is heavily regulated both in terms of hygiene as well as in terms of permitted
and mandatory labelling and other issues.
We have advised on the law relating to food and food supplements
in the EU and in Greece, and follow closely the developments of both the
EU regulations and their implementation in Greece on that sector. We have
also acquired important expertise on issues of labelling, allowed ingredients,
quality, permitted advertising claims and all matters examined by the
National Chemical Laboratory. We are closely monitoring all related regulatory
developments and have extensive experience in handling litigation against
decisions of the National Chemical Laboratory, National Pharmaceuticals
Organisation (EOF) and other relevant authorities. We have advised in
relation to food labelling, labelling of beverages, food content, permitted
claims on foods, permitted ingredients in food and dietary supplements,
EU labelling requirements regarding genetically modified foods etc. as
part of our advice to our food industry clients.
Indicatively, we have advised a multinational cash &
carry enterprise on issues related to the applicability of the hazard
analysis and critical control points (HACCP) and provide on-going advice
on all regulatory matters concerning food and beverage. Other clients
include Chiquita Brands International, Cadbury Schweppes, Allied Domecq
Arla Foods amba and Raycap corp.
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We advise clients on several aspects and implications of
the placement of their debtors under insolvency status. We often handle
cases involving proceedings aiming, per case, at the winding-up or the
reorganization of undertakings. We file petitions for bankruptcy and assist
our clients in pursuing all stages of the bankruptcy procedure. We also
familiarize our clients with the idiosyncrasies of special liquidation
procedures targeting the en block sale of ailing undertakings or debt
settlement/restructuring schemes. We advise institutional bodies (bank
unions) on the applicability of Greek insolvency provisions.
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Our firm has extensive experience in advising foreign legal
entities conducting business in Greece on a wide range of intellectual
property issues.
Our advice is sought on:
- trademark registration, protection and renewal
- domain name registration, protection and renewal
- customs interventions
- license agreements
- anti-counterfeit strategies
- litigation
Our firm has extensive experience and is particularly active
in trademark infringement and anti-counterfeit litigation. More specifically,
we advise foreign companies commercializing their goods in Greece on procedures
regarding the monitoring of counterfeit activities and the establishment
and implementation of efficient anti-counterfeit strategies. In this respect
we closely cooperate with the local and national agencies of the Custom
Authorities, the National Police, the Financial Crimes Police and the
Municipal Police.
We assist companies commercializing products such as luxury
goods, pharmaceuticals, paints, foods and beverages, industrial components
and games on a variety of legal issues in connection with the protection
of their intellectual property rights in Greece.
Indicatively, we have assisted companies such as Louis Vuitton
Malletier, DKNY, Endemol and Chiquita with respect to the establishment
and implementation of anti-counterfeit activities which involved litigation
before civil and criminal courts all over Greece.
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Information Technology and the Internet are areas in which
our firm is very active.
We advise our clients on contractual and tax issues of licensing,
know-how, software and maintenance agreements. We draft and negotiate
hardware and software sale, installation and service agreements. We advise
our clients on books and records and VAT issues related to the provision
of electronic services. Our clients include some of the world's largest
companies in this field such as H-P, Cisco, Nokia, Ericsson and Atos Origin.
We represented Hellenic Post on the tender for the selection of the provider
of an integrated information system and participated, drafted and negotiated
the agreement for its installation, operation and maintenance. We also
have conducted due diligences of IT agreements.
Given our firm's tax expertise we are able to offer comprehensive
advice to our clients. Companies we have advised include the SABRE Group
on tax issues arising from its computer reservation system ("CRS"),
Amazon.com on value added tax issues related to the delivery of standardized
software within the European Union, and Ericsson Thomson CSF AEW Systems
AB on the planning and implementation of a tax effective structure for
the delivery of airborne telecommunication and electronic systems to the
Hellenic Air force.
With respect to Internet and its applications we advise
clients on all contractual, regulatory and tax issues. More specifically,
we advise international internet providers and search engines on regulatory
and legal issues stemming from their cooperation and license agreements
with local internet service providers.
We represent our clients with respect to domain name registration
and deregistration procedures before the Greek Hostmaster. We have contributed
to the evolution of the regulatory framework and practice.
As regards financial institutions and commercial companies
we provide advice in connection with all legal issues related to e-commerce
and the commercialisation of products and services through the Internet.
Assignments undertaken by our firm include the following:
- advising a major German bank with respect to an Intranet project which
included a concise summary of the Greek-law related issues of the Internet,
formation of contracts via the Web, cross-border (Internet) provision
of investment services, relevant authorization requirements and IP rights
issues;
- advising AltaVista on the deregistration of a Greek domain name bearing
AltaVista features and acted on behalf of various other companies in
the course of registering Greek as well as international domain names
and trademarks;
- advising Yahoo! in connection with a cooperation agreement with OTEnet,
OTE's internet service provider; and
- advising Allied Domecq, Nokia, Delta Air Lines and H-P with respect
to electronic promotional activities and related consumer protection
issues. We drafted H-P’s and AltaVista's website legal notices,
including the data protection and privacy statements for use in their
Greek websites.
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At Zepos & Yannopoulos we believe that a complete litigation
practice is not only essential to our clients, but also an integral part
of our practice. Litigation experience provides our lawyers with the understanding
of jurisprudence evolution and court practice which is of great value
when drafting agreements and issuing legal opinions.
Our litigation practice is divided into two sectors: The
civil/commercial sector and the tax/administrative sector.
We represent our clients before the courts of First Instance,
Courts of Appeal and the Supreme Court. We defend our clients on the
full array of issues concerning companies conducting business in Greece
or involved in international transactions. We file and defend our clients
against injunction proceedings and provisory measures, file and defend
our clients against regular law suits concerning collection of debts
and claims of every nature.
We have particular experience in cases involving breach
of contract, termination of agency and distribution agreements, enforcement
of foreign judgments, anti-trust, unfair competition, employment, intellectual
property, real estate, aviation and banking litigation.
Indicative cases recently handled comprise:
- representing a major European Insurance Company and a major European
Defense Company in a product liability and tort-related lawsuit;
- representing a leading international trading company in connection
with possession/ownership related litigation in both Athens and Thessaloniki;
- representing H-P/Compaq in connection with a claim filed by a Duty
Collecting Agency re: duties on sales of hardware;
- representing FMC, Carrier, Chiquita, Louis Vuitton and other large
multinational companies on a variety of court cases.
Zepos & Yannopoulos is widely recognized as having
one of the most specialized tax litigation practices in the country.
Our tax litigation practice encompasses every type of
complex tax litigation. We represent clients in tax disputes before
the competent administrative courts, conducting litigation in all of
areas of taxation including, among others the following:
- disputes arising in connection with corporate income tax regular
and preliminary audits;
- disputes regarding the application of the Code of Books and Records
and accounting rules, particularly with respect to bookkeeping irregularities;
- VAT and stamp tax disputes;
- customs and excise duties disputes involving issues of tax evasion
offences;
- inheritance and gift taxation disputes concerning the evaluation
of various inherited assets including company shares;
- real estate taxation disputes involving issues of evaluation of
real estate property; and
- disputes arising from the application of double tax treaties &
EU tax rules, particularly in connection with tax discrimination against
foreign nationals.
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Media and entertainment is an area in which we are particularly
active. We advise companies operating television and radio stations with
respect to licensing requirements, regulation compliance, and commercial
and tax issues.
We have advised both free- and pay-TV stations as well as
radio stations on a variety of legal issues including applications for
licensing, advertising agreements, programming and intellectual property
rights, in addition to matters relating to the restructuring of media
company activities.
We also have advised foreign program producers and holders
of programming rights with respect to Greek legal requirements and their
relations with Greek TV stations, agents and distributors.
Our experience in media and commercial law was the primary
reason for which our firm was selected by the Organizing Committee for
the Olympic Games - Athens 2004 to advise on the selection of the broadcaster
of the Athens 2004 Olympic Games. We monitored the relevant tender, drafted
and negotiated the contracts for the broadcasting of the Games and the
operation of the International Broadcasting Center, and provided advice
on a full array of legal and tax issues.
We also advised NetMed (former NetHold Group) for more than
six years on regulation compliance and the restructuring of its activities.
We provide similar services to Scandinavian Broadcasting Systems (SBS).
Additionally, we advised Twentieth Century Fox on its relationship with
its agents and distributors in Greece and Endemol on regulation compliance
for the production and transmission of Big Brother in Greece.
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Mergers and acquisitions constitute one of the major areas of our firm's practice and expertise.
We advise multinational companies as well as established local enterprises in connection with all corporate and tax aspects of mergers and acquisitions.
With respect to mergers, we assist our clients by setting out the actions to be taken and the relevant timetable in drafting the merger plan, the final merger agreement, the statutes of the merged company and the required corporate resolutions.
With respect to acquisitions, we organize and carry out legal due diligences, draft and negotiate share purchase and ancillary agreements and undertake all formalities required for the implementation of each acquisition. Indicatively, we have conducted the legal due diligence of some of the largest group of companies in Greece, such as Greek Telecom (OTE), Hellenic Petroleum and the Heracles-Halkis Cement group.
Our M&A practice provides advice to clients on the tax consequences and tax effective methods for cross-border and domestic consolidations and restructurings. Our tax background and expertise is a unique asset of our firm highly valued by our clients who require comprehensive and efficient corporate and tax advice.
We are regularly requested to provide advice and tax planning proposals on the implementation of mergers, buy-outs, spin-offs and transformations of companies under Greek tax incentive laws, the transfer of business sectors or aggregates of assets and liabilities, the cross-border acquisition of shares or company parts, the drafting of tax warranties and clauses in M&A-related contractual agreements. We have also been requested to review and comment on parliament bills pertaining to the application of tax incentive laws on the restructuring for the privatisation of public-owned companies and to perform tax related evaluations of businesses or assets and liabilities.
Indicative projects undertaken by our firm include the following:
- advising the Hellenic Exchanges, the parent company of the Athens Stock Exchange, on the restructuring of its group of companies from a regulatory, corporate (including corporate tax analysis) and labour law point of view. We provided legal and tax advice on ways of restructuring including mergers and transfer of business activities;
- advising the Public Gas Corporation (DEPA) on the spin-off of the sector comprising the national system of natural gas within the Greek territory which was planned, according to the law, to be contributed to a newly-established company under the name “Hellenic Gas Transmission System Operator” (DESFA). Such spin-off was made in accordance with the law providing the deregulation of the natural gas market and our work involved regulatory, corporate and labour law issues. We were involved in the drafting of the Presidential Decree incorporating the Articles of Association of the new company, of the Presidential Decree regulating the transfer of employees as well as of other relevant documentation.
- advising the Public Gas Corporation (DEPA) on the merger by absorption of two of its subsidiaries engaging in the distribution of natural gas by absorption from a third subsidiary engaging in the same activity. We provided legal advice on all issues related to such merger, including drafting of the relevant agreements.
- advising Caisse Nationale de Credit Agricole on the acquisition of 6.7% shareholding of Commercial Bank of Greece and the related cooperation agreements between their subsidiaries. We conducted the due diligence of the Commercial Bank of Greece and its subsidiaries, participated in the drafting of the share purchase agreements, the shareholders agreements and the joint venture agreement. We also drafted and filed the relevant notification to the Competition Committee;
- advising Blue Circle Industries PLC (BCI) on the acquisition of the Heracles-Halkis Cement group, listed on the ASE. We advised BCI on all aspects of the transaction, including contract and company law issues, competition, administrative and environmental matters. We conducted a full legal due diligence of the 40 companies of the group including industrial plants, participated in the drafting of all relevant agreements and filed the relevant notification with the Competition Committee;
- advising Lenovo on the acquisition of IBM PC business in Greece;
- advising ExxonMobil Corporation on the dissolution of its joint venture with British Petroleum for their fuel and lubricants business in Greece;
- advising AIG on the creation of a joint venture in Greece following a re-structuring of local activities;
- advising Chevron Corporation and Texaco Corporation on their joint venture for their marine fuel and lubricants business in Greece and Texaco Corporation on the sale and purchase agreement of their fuels business assets in Greece with Royal Dutch Shell;
- advising Compaq and Hewlett Packard with respect to the implementation of their merger in Greece;
- advising ABN AMRO on the sale of their Consumer and Commercial Clients Business in Greece to Aspis Bank;
- advising a major European telecommunications company with respect to the contemplated sale of its share in a Greek telecommunications provider and participating in the drafting and negotiation of the share purchase agreement;
- advising Bayer on the divestiture of their household business in Greece;
- advising Robert Bosch with respect to the acquisition of Philips’ Professional Communication, Security & Imaging Business in Greece;
- advising Cadbury Schweppes with respect to the acquisition of Warner Lambert AE (formerly with Pfizer Inc.);
- advising Tupperware Corporation with respect to the acquisition of the direct selling beauty care business of Sara Lee (Nutrimetics);
- advising Johnson & Johnson with respect to the acquisition of Pfizer’s Consumer Healthcare Products;
- advising Sony Music on its joint venture with BMG in Greece;
- advising Scandinavian Broadcasting Systems (SBS) in connection with the acquisition of one of Greece's major radio stations. We advised SBS on the regulatory framework governing radio broadcasts in Greece and drafted and negotiated the share purchase agreements;
- advising Leroy Merlin on the formation of a joint venture with Fourlis;
- advising Arla Foods on the merger by absorption of a subsidiary of the Delta Dairy group of companies (now Vivartia). We advised Arla Foods on all aspects of the merger, conducted the relevant due diligence, contributed in the drafting of the shareholders agreement, monitored the merger procedure in line with law 2166/93;
- advising M. J. Maillis, European leader in secondary packaging, on the acquisition of Wulftec International Inc., a stretch-wrapping producer in Canada (in cooperation with Desjardins Ducharme Stein Monast in Quebec);
- advising GeoPost on the acquisition of a courier company in Greece;
- advising First Choice Holidays plc on the acquisition of Meridian, one of the largest Greek incoming tour operators;
- advising Weight Watchers International, Inc. on its proposed acquisition of all the assets of a Greek entity;
- advising Itway SpA, an Italian company, on the acquisition of a Greek IT company (Interaxon);
- advising S&T Integration & Technology Distribution AG, an Austrian company, on the swap of a 100% stake in a Greek IT company;
- advising The Colomer Group, a Spanish company, on the acquisition of a majority stake in a Greek cosmetics company;
Zepos & Yannopoulos is the Greek contributor to the International Bureau of Fiscal Documentation's ongoing publication "Guide to Mergers & Acquisitions".
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Zepos & Yannopoulos has provided comprehensive legal
and tax advice to clients on all aspects of mining activities, including
management and exploration contracts, concession agreements, engineering
arrangements and transfer of mineral titles.
We have advised on several complex mining transactions,
including the acquisition of White Minerals SA by Dutch Ankerpoort N.V.
and the joint venture between LaSource SA and Silver & Baryte Ores
Mining Co. SA on gold and silver exploration activities in Northern Greece.
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Zepos & Yannopoulos has been active in legal work arising
from the hosting of the 2004 Olympic Games by Athens. More specifically,
we advised clients on the most efficient tax scheme for the provision
of the requested goods or services, while we assisted them throughout
the tender procedures including on the negotiation of agreements with
the Organizing Committee for the Olympic Games - Athens 2004 “ATHOC”.
To clients who established their operations in Greece we provide full
corporate and tax support. Indicative assignments include:
- acting on behalf of the Organizing Committee for the Olympic Games
- Athens 2004 in relation to the award of an exclusive broadcasting
contract for the Athens 2004 Olympic Games;
- providing comprehensive legal and tax advice for the Greek operations
of Atos Origin, the Official Worldwide Information Technology Olympic
Partner for the Salt Lake Winter Games in 2002, the Athens Summer Games
in 2004, the Winter Games in Turin in 2006 and the Beijing Summer Games
in 2008;
- advising Infostrada B.V. in connection with a tender “for the
provision of athlete, coach and referee biographies and historical and
statistical data services for INFO 2004”;
- advising Aggreko UK on a variety of legal issues in connection with
the tender “for the selection of Exclusive Official Supplier for
Services ensuring the supply of electrical power including the necessary
design studies for the Olympic and Paralolympic Games”;
- advising The Nuance Group on legal and tax issues related to the
opening and operation of Olympic Stores in Athens;
- advising Urbaser SA (member of the Spanish construction group Dragados)
in relation to its participation in a Joint Venture which was awarded
a 50 million euro tender by ATHOC, undertaking the project of Cleaning,
Collection and Sustainable Waste Management Services for the Athens
Olympics.
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Zepos & Yannopoulos is widely recognized as having one
of the leading Tax Planning practices in Greece. Our Private Capital practice
focuses on the provision of tax services to individuals ranging from trust
and estates to charities and real estate management.
Our Private Capital practice also serves a large number
of foreign individuals including expatriates temporarily living in Greece
or wishing to become residents of Greece on several issues including income
tax and application of Double Tax Treaties, real estate property tax,
transfer tax, gift and inheritance tax and social security issues.
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Zepos & Yannopoulos has extensive experience in privatizations.
Having been involved in several of the country's principal privatizations,
we have acquired expertise on deregulation procedures and the various
legal issues arising through the privatization of state-owned entities.
We have drafted laws for the conversion of state-owned entities
to corporations of the private sector, proposed the relevant amendments
to their articles of incorporation and have participated in the drafting
of necessary inter-ministerial decisions.
In privatizations that were effected through the sale of
shareholding to a strategic partner, we participated in the negotiations
and advised on all legal and tax issues related to the share purchase
agreement. In privatizations that were effected through a share offering
on the Athens Stock Exchange (ASE), we advised on the applicable stock
exchange regulations.
We have advised on the initial public offerings of state-owned
entities as well as on their subsequent offerings on various stock exchanges
(i.e., ASE, NYSE, and/or LSE) and on related issues, such as the exchange
of the privatization certificates into shares of the state owned companies.
Indicatively, we have been involved in the following projects:
- third and fourth share offerings of Hellenic Telecommunications Organisation
(OTE) on the ASE and NYSE, and the Hellenic Republic's bond loan convertible
into OTE shares by which the Republic's shareholding in OTE fell below
51%;
- privatization of Hellenic Duty Free Shops including its conversion
into a corporate entity;
- restructuring of the Hellenic Petroleum Group and second offerings
on the ASE and the issuance and offering of GDR's listed on the LSE;
- restructuring and IPO of the shares of ETVA bank on the ASE;
- IPO of the shares of mobile telephone operator Cosmote on the ASE;
and
- IPO of the shares of Agricultural Bank of Greece on the ASE.
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We are very active in consumer protection and product liability,
offering wide-range services to numerous clients in this respect, both
through "prevention counseling" and litigation.
We advise and represent foreign and domestic manufacturers,
suppliers, distributors, and service providers on consumer protection
issues, including compliance with market police rules, labeling and classification
provisions, and warranty legislation. We also assist them in preparing
and drafting comprehensive and realistic guidelines and warranties for
their products or services. We have significant expertise in the prevention
of product liability and, when necessary, we defend such cases in court.
Clients typically interested in this practice area are companies
within the telecommunications, information technology, food and beverage,
consumer product, media, advertising, and trading industries.
Assignments undertaken by our firm include the following:
- advising Nokia Telecommunications with respect to product warranties,
terms of use of its Greek website, terms of product purchase over the
Internet, and disclaimers;
- drafting and reviewing for H-P various issues, such as product warranties,
terms and conditions of use and of right to return/refund, and disclaimers;
- advising Kimberly Clark on the compliance of its products with consumer
protection legislation and labeling specifications; and
- advising a major tire manufacturer in connection with the withdrawal
of certain products from the Greek market.
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Zepos & Yannopoulos has significant expertise in public procurement. We advise companies as well as the Greek State on a wide array of legal and tax issues.
We advise state-owned companies in connection with the launch of public tenders, monitor the tenders, draft and negotiate the relevant public contracts. For instance, we acted on behalf of the Organizing Committee for the Olympic Games, Athens 2004, in relation to the award of an exclusive broadcasting contract for the Athens 2004 Olympic Games and acted on behalf of Hellenic Post with respect to the award of a contract for the provision of an integrated information system.
We also advise clients who participate in public tenders. For example we have advised:
- Fuji Bank Limited on its participation in a tender for the exploitation of the property managed by Hellenic Tourist Properties and drafted and negotiated the relevant agreement;
- a consortium led by Bank of America on its participation to a tender for the privatization of the Hellenic Horse Racing Organization;
- US defense companies which participated in tenders or were awarded public procurement contracts by the Greek Military Forces;
- Bouygues Travaux Publics and Systra-Sofretu in relation to tax issues deriving from the Concession Contract for the financing, planning and construction of the Thessaloniki Metro, which has been abandoned in August. Currently we are advising Bouygues on the dissolution of the Project company;
- Lindner AG on the financing of the construction of the Athens Airport and its secondment agreements;
- Telcordia Technologies, Inc. in connection with the award for the development, installation and maintenance of the National Reference Database for Portability by the National Telecommunications and Post Commission;
- Hitachi Europe on all issues arising in relation to its participation in a Attico Metro Tender, including public procurement, provision of services, corporate and joint venture issues;
- a Belgian construction company on all matters relating to its participation in a consortium which has been awarded a project by Attiko Metro, including corporate, joint venture issues, public works legislation and international taxation issues;
- Atos Origin Hellas SA, (formerly SchlumbergerSema Hellas SA) in all aspects of its participation to a great variety of public tenders of Greek state companies, including legal review of the relevant contractual terms, preparation of required documentation etc.;
- an international Bank in its role as a bidder in relation to the verification of the tax parameters of the Financial Model of the Thessaloniki Submerged Tunnel; and
- we drafted on behalf of the European Commission a report concerning procurement remedies in Greece.
Our public procurement tax practice has been involved in a variety of transactions by representing foreign companies that have undertaken public works in Greece. We have advised foreign clients on the optimal structure for undertaking their operations in Greece and on the ensuing tax implications and obligations, including corporate income tax issues with respect to public contractors and subcontractors. In conjunction with such activities, we frequently advise on the allocation of Greek and foreign source income in view of the existence of Double Tax Conventions concluded by Greece or the absence thereof. We also have advised foreign contactors on numerous tax matters, such as taxation of the remuneration of seconded employees, foreign tax credit planning, intra-company arrangements and transfer pricing related issues.
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Zepos & Yannopoulos has extensive experience in real estate projects and has been involved in many of the largest and most complex transactions to have taken place in Greece. More specifically, we have dealt with many transactions regarding the acquisition, the exploitation and/or the use of real estate property for a great variety of purposes (office buildings, residential property, commercial centers, cinemas, hotel buildings & leisure sites, industrial sites, warehousing & logistics facilities, fuel terminals, blending plants, mines & quarries, etc) always providing comprehensive support in legal and tax matters.
In particular, we have advised major international enterprises, developers, development consultants, financial institutions and investors (both resident and non-resident) in order to assess and administer all tax liabilities arising in Greece (such as corporate income tax, stamp tax, property tax, municipal tax and VAT). Further, we have been advising on a great variety of legal issues related to all forms of arrangements and contracts in connection with real estate property, as well as with all other related legal aspects (regulatory restrictions with respect to land usage, administrative permits, implications arising from the transfer of land in frontier areas etc.)
Our involvement has been relevant to:
- The structuring of the acquisition of real estate property and the use of flexible and tax efficient schemes (i.e. choice of the most appropriate property vehicle, legal due diligence, equity structure, financing arrangements etc);
- The holding, development as well as the commercial exploitation of real estate property (e.g. commercial leases, sale and lease back agreements, construction contracts etc.);
- Divestments related to real estate property (i.e. exit strategies, repatriation of profits, international tax implications etc.).
Relevant Projects/Assignments
Indicatively, we have been involved in the following projects:
- advising Thomas Cook Destinations with respect to the sale of a property holding vehicle owning large property in Rhodes;
- advising Iberdrola Inmobiliaria with respect to their real estate investments in Greece;
- advising Deutsche Bank with respect to the acquisition of Euro 120 million property portfolio;
- advising Credit Agricole with respect to the acquisition of a Euro 100 million property portfolio;
- advising Klepierre on a large contemplated real estate transaction in Patras and Thessaloniki;
- advising LeRoy Merlin on a concession agreement with the Athens Int’l Airport;
- advising Deutsche Bank (Real Estate Opportunities Group) on the first structured sale and leaseback in Greece. Our advice on the Euro 60 million transaction included the legal due diligence of 16 supermarket properties, the negotiations of the relevant sale and purchase agreements, financial and commercial lease agreements;
- advising LaSalle with respect to the acquisition from Carrefour-Marinopoulos of a shopping center and a leisure center in Central Greece. Our advice on the Euro 19 million transaction included the legal due diligence of the property, the structure of the transaction and negotiation of the relevant sale and purchase agreement;
- advising a major Austrian bank in real estate project finance related to a large hotel & leisure development in the Peloponnese;
- advising the Bank of Piraeus and its subsidiary company, PICAR, on the largest real estate development project in Athens;
- advising MyTravel Group plc on the restructuring and refinancing of its hotel investments in Greece;
- advising the Hellenic Tourism Organization and its subsidiary, ETA, on the legal due diligence and evaluation of more than 150 properties situated all over Greece;
- advising the Heracles-Halkis Cement group on the legal status and development opportunities of their real estate properties.
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The recent rapid economic development and increased foreign
direct investment in Greece have amplified the need for strategic tax
planning advice.
Our tax-planning group is widely recognized as one of the
best in the country. We advise on a variety of issues, including:
- tax planning for group re-structuring (including the use of holding
companies and strategies for high-tax countries);
- property investments;
- tax issues affecting financing, banking, capital markets and investment
funds;
- dividend, interest and royalty planning;
- tax liabilities for international investors in Greece;
- taxation on remuneration packages of expatriate staff (including
foreign tax credit planning, employee share schemes and pensions);
- issues related to the application of Double Tax Convention concluded
by Greece or to the absence thereof;
- information and planning with respect to commercial operations, commissionaire
arrangements, stripped purchase/sale agreements, profit extraction techniques
and licensing arrangements;
- the application of Greek incentive laws and rules for investments;
and
- inter-company arrangements and transfer pricing related issues.
Representative assignments include the following:
- advising leading banks and investment firms such as Merrill Lynch,
BNP Paribas, Goldman Sachs, Deutsche Bank and Credit Suisse First Boston
in elaborating various synthetic financial products with respect to
their Greek tax implications;
- advising Group 4 Falck International on the restructuring of their
security services business in Greece;
- advising Tupperware Inc. on the restructuring of their manufacturing
business in the Balkan region;
- advising Robert Bosch and Varta of Germany on the restructuring of
their car spare parts and car battery business in Greece;
- advising Folli-Follie, a Greek public group of companies active in
the jewellery business, in planning its tax strategy for it expansion
in Europe and Asia;
- advising, Young & Rubicam International, ExxonMobil, Atos Origin,
ChevronTexaco, BIC, European Popular Bank, Oriflame International, on
their intragroup service provision arrangements; and
- advising M.J.Maillis Group, a Greek public group that leads the secondary
packaging industry in Europe, in developing a global tax minimization
plan covering fifteen jurisdictions in Europe and the US.
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Zepos & Yannopoulos has an in-depth knowledge of the
Greek telecommunications regulatory framework and a wide expertise in
telecommunications.
Our telecoms practice encompasses the full range of regulatory,
investment, transactional, M&A, tax and competition issues. We advise
on all aspects of the telecommunications industry, including voice and
data carriage and the mobile, satellite, cable and internet access sub-markets.
We have played a leading role in the major telecommunications transactions
in Greece, including the issuance of exchangeable bonds by Hellenic Exchangeable
Finance S.C.A., the IPO and various secondary offerings of the Greek Telecommunications
Organization (OTE), the IPO of mobile telephone operator Cosmote in the
Athens and London stock exchanges, and the participation in the auction
process for the award of wireless local loop licenses. We also have acted
for leading equipment suppliers and internet companies such as Nokia,
Ericsson, Yahoo!, and AltaVista. Through our extensive experience in this
sector, we have established close professional contacts within key administrative
and governmental agencies.
In more detail, telecommunications-related projects in which
our firm has been involved include, among others, the following:
- advising the Greek State on the issuance of the €1 billion 2%
exchangeable bonds issued by Hellenic Exchangeable Finance, resulting
in the decrease of the Greek State's shareholding of OTE to under 51%;
- advising the Greek State with regards to its search for a strategic
partner for OTE;
- advising Merrill Lynch, Morgan Stanley and NBG International on the
issuance of the first Greek Euro-denominated corporate bond offering
of €1.1 billion issued by OTE on February 2000. Our assignment
included advice on all legal and tax issues connected to the structure
of the transaction;
- advising the international lead underwriters (Salomon Smith Barney
and Credit Suisse First Boston) with regard to the third and fourth
secondary offerings of OTE shares. We advised on all legal, tax and
regulatory issues of the offerings including the exchange of privatization
certificates for shares;
- acting as legal counsel to the international lead underwriters (Salomon
Brothers, HSBC, James Capel, and BZW) with regard to OTE's privatization
and IPO, including issues relating to the combined offering of OTE's
shares to domestic and foreign investors, the liability of the underwriters,
and the underwriting agreement; and
- advising STET with respect to OTE's call for bids to select a strategic
partner. Our assignment included the legal due diligence of OTE and
advice related to a proposed agreement with Korea Telecom and the proposed
license to be granted.
In connection with the above transactions, our firm conducted four times
the legal due diligence of OTE and has commented on and issued several
legal opinions.
- acting as legal counsel to the domestic (Eurobank and Commercial Bank
of Greece) and international (Merrill Lynch, Pierce Fenner & Smith,
and Salomon Smith Barney) lead underwriters with respect to the privatization
and IPO of mobile operator Cosmote and the offering of its shares to
Greek and foreign investors. We conducted the legal due diligence of
Cosmote, and participated in the drafting of the prospectus, underwriting
agreements and governmental privatization decisions. We advised on the
structure of the transaction and on all legal, regulatory and tax related
issues
- advising Yahoo! Europe in connection with a cooperation agreement
with OTEnet, OTE's internet service provider
- advising NetMed (former NetHold Group, owner of Filmnet TV channel)
for more than 6 years on a multitude of legal issues in the field of
satellite broadcasting and distribution, cable and pay-per-view networks
- advising Nokia on its provision of services and supply of equipment
to one of the three mobile telephony operators
- advising Pactel on its participation to the tender of the Greek Government
for the award of two mobile telephony licenses. We advised on the drafting
of the relevant legislation and other legal issues throughout the bidding
process
- advising Atos Origin in relation to numerous contracts relating to
the provision of information technology services in the telecoms industry
including mobile telephony operators
- advising Telcordia Technologies, Inc. in connection with the participation
in the public tender and issues arising from the award for the development,
installation and maintenance of the National Reference Database for
Portability by the National Telecommunications and Post Commission.
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Due to the interrelation of various taxes, the structuring
of tax efficient transactions necessitates an integrated approach combining
both direct and indirect tax considerations. In this respect, our firm
is frequently called upon to provide advice and guidance to a diverse
group of clients with respect to indirect taxes.
Our objective is to increase clients' awareness of issues
and risks and improve their indirect tax position both in Greece and abroad.
The firm's indirect tax practice encompasses every type of indirect taxes
such as VAT, customs duties, excise duties, stamp taxes and other levies
on goods with particular emphasis on cross-border transactions, supply
of services (including services in the sectors of telecommunications and
e-commerce), supply of cars, motor vehicles, lubricants and financial
products. Issues arising from the non-harmonization of the Greek indirect
tax legislation with EU Directives are also frequently dealt within this
context.
Our indirect tax practice group also provides to clients
services geared to help them comply with procedural requirements such
as appointment of fiscal representatives and filing/review of VAT refund
applications. We are also assisting clients in more complex procedures
before the administration for obtaining customs permits and implementing
tax free warehouses.
Representative cases handled by our firm include the following:
- advising on all indirect tax implications arising from the sale of
electronic equipment from numerous defense contractors to the Hellenic
Military Forces;
- advising financial institutions and banks (e.g., Merrill Lynch, Credit
Suisse, and Citibank) in relation to transactions related to financial
instruments; and
- representing a major Japanese car manufacturer in respect of customs
& excise duties arising from the import of passenger cars in Greece.
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