Zepos and Yannopoulos - Services [ Competition ]

Competition

Competition constitutes one of the main areas of expertise of our firm. We advise Greek and foreign companies which are involved in M&A transactions (acquisitions, divestitures, establishment of joint ventures), or in specialized cooperation agreements which trigger notification obligations towards either the Greek or the EU competition authorities. Additionally, we advise businesses operating in Greece through local subsidiaries or distributors on their compliance with Greek and EU antitrust regulations (particularly Articles 1 and 2 of the Greek Competition Act, articles 81 and 82 of the EC Treaty and EU Regulation 2790/99 on vertical agreements) and we provide comprehensive antitrust law compliance seminars to management teams of companies active in different industries. 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. We advise clients involved in sector specific inquiries and dawn raids conducted by the Hellenic Competition Commission (HCC) and represent them before HCC hearings as well as before administrative courts in the course of follow up litigation of antitrust law disputes. Our firm works closely with major European and US law firms with a strong antitrust practice, analysing the ramifications of the Greek competition law for the international transactions of their clients.

Our firm has been involved, inter alia, in the following projects:

A. Concentrations
B. Agreements / Concerted Practices
C. Abuse of Dominant Position
D. Miscellaneous Advice / Assessment of Compatibility with EU Law

A. Concentrations

Notified the acquisition of the majority shareholding of the Heracles-Halkis Cement group of companies by Blue Circle Industries and obtained respective clearance thereof by the HCC
Notified the purchase of Exxon Chemical Paramins division by Chevron Chemical Company and obtained formal clearance thereof by the HCC
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 on its acquisition of its Greek confectionary business from Pfizer
Notified the the purchase of Agfa Gevaert’s NDT business by General Electric to the HCC and contributed to the referral of the case to the European Commission under the provisions of previously applying ECMR
Notified the acquisition by Roche Holding AG of the infusion business of Disetronic, effected through a public offer to the HCC
Advised on the negotiated acquisition of a performance chemicals business of a major European company 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 the Aegean Oil group for the purchase of a number of assets as well as the lubricants blending business owned by Texaco Hellas and obtained clearance by the HCC
Notified and obtained clearance by the HCC of the acquisition of sole control over Nova Bank by Banco Commercial Português, S.A.
Advising Shell on the referral of the merger notification related to the acquisition of its Greek subsidiary Shell Hellas by Motor Oil Hellas by the European Commission to the HCC
Advising a leading supermarket chain of Greece in the merger notification of the acquisition of DIA Hellas (a major chain of discount supermarkets) filed with the European Commission and the follow up referral of the case to the HCC.

B. Agreements / Concerted Practices

Filed the notification for 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 HCC
Contributed to 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 a cooperative joint venture agreement between Estee Lauder Europe and Elca Cosmetics Limited to the HCC
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 a joint venture agreement between an affiliate of Deutsche Bank and EFG Eurobank Properties, accommodating a landmark transaction regarding the sale and leaseback of a real estate portfolio of assets
Advised an international tobacco company with respect to an investigation of the HCC in the cigarette sales industry
Advised a leading supermarket chain in Greece with respect to a dispute with one of its franchisees, culminating in an investigation by the HCC (with alleged violations by our client of Articles 1 and 2 of Law 703/77)
Advised a leading security services provider on proceedings before the HCC with respect to its alleged participation in a cartel
Advised on the antitrust implications of a joint venture agreement between Konecranes and Rokas AE, both of which are active in the construction of port cranes
Advised Engel & Voelkers, a German real estate company, regarding the execution of a franchising project in Greece and the antitrust implications thereof
Advised Iberdrola SA, the leading renewable energy producer, with respect to the establishment of a joint venture with Motor Oil Hellas, one of the leading Greek petroleum companies and the respective merger notification before the EU Commission
Filed with and obtained clearance from DG-COMP of the European Commission the establishment of a joint venture by one of the largest food retailers in Greece and Credicom (a subsidiary of the Commercial Bank of Greece) selling consumer credit products
Advised one of the largest food retailers in Greece in connection with its alleged involvement (on a count of resale price maintenance) in a complex cartel case (the “Milk cartel” case) and continue to advise such client on appeal level
Represented before the Greek competition authority the Greek subsidiary of a major international cash & carry company in the two high profile cases regarding alleged restrictions in parallel imports of detergents into the Greek market (the Unilever case and the Colgate Palmolive case)
Represented a foreign publisher of educational books before the HCC and before the Athens Administrative Court of Appeals facing a challenge of its conduct allegedly restricting passive sales in Greece and contributing to an alleged foreclosing effect at the distribution level of foreign language books
Advised the Greek subsidiary of a multinational petroleum company regarding a sector-specific investigation launched by the Greek competition authority in the LPG market.
Advising the Greek subsidiary of a multinational petroleum company at the level of appeal against an HCC decision imposing a fine of 19 million euro for alleged participation to a cartel
Advising an international consumer products company in the context of a sector investigation of the HCC in relation to shaving products
Advised Cadbury Hellas on the development of a “pilot” joint distribution platform with a third party
Advised a global technologies solutions company on the potential antitrust ramifications of the involvement of its software licensee (joint venture platform of four major Greek companies) in illegal horizontal practices.

C. Abuse of Dominant Position

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 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).

D. Miscellaneous Advice / Assessment of Compatibility with EU Law

Drafted a letter to the Greek Parliament regarding a 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 the 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.
Advising a foreign packaging manufacturer on one of the first leniency applications filed with the HCC (as part of a wave of leniency applications filed by such client in a number of EU member states).

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