The provision, Article 260 of the new Customs Code legislation currently under public consultation, introduces a special exemption from Greece’s mandatory public offer rules—a core mechanism intended to protect minority shareholders when someone acquires a controlling stake in a listed company.
Under current Greek law, anyone who acquires more than 33% of a publicly listed company must make a public offer to buy out the remaining shareholders. However, the new provision would waive that requirement in cases where the shares are transferred into a legally established trust abroad, provided certain family-related conditions are met. Specifically, if the transfer takes place during the lifetime of the shareholder and the trust names either the shareholder themselves, their children, or both as beneficiaries, then no public offer is needed. The same exemption applies in cases of inheritance, as long as the beneficiaries are the legal heirs.
In practical terms, this means that a wealthy shareholder could transfer shares into an offshore trust—say, in Luxembourg, the Cayman Islands, or another low-transparency jurisdiction—with themselves and their children as beneficiaries, and avoid triggering the public offer requirement altogether. However, if the beneficiary is a third party—such as a friend or a corporate entity—the exemption does not apply, and a public offer would still be mandatory.
The legislation is silent on how Greece would verify the true beneficiaries of such trusts, a fact that has triggered alarm among financial and legal experts. Notably, the EU Directive governing public takeover bids, Directive 2004/25/EC, does not mention trusts at all, leaving room for national governments to define their own exceptions. While exemptions are common in cases like inheritance or intra-group transfers, critics argue that the Greek provision opens a loophole that could be exploited for tax evasion, concealment of assets, or even money laundering.
Observers have called the clause both poorly drafted and potentially damaging. By allowing shares to be transferred into opaque foreign entities without robust checks on who ultimately benefits, the law could create a shadow financial mechanism. One likely scenario involves a shareholder appearing to transfer shares to a family trust, while the economic benefits end up in the hands of unrelated third parties—or even circle back to the original owner through informal channels. In such cases, the lack of transparency over the trust’s structure and the identities of its beneficiaries could make it nearly impossible for tax authorities to detect hidden wealth or improper transactions.
Another major concern is that this mechanism could be used to bypass Greek inheritance or donation taxes, especially if the trust is established and managed outside the country’s legal jurisdiction. While the government’s stated intention is to modernize and simplify family asset transfers, the article as currently written invites abuse, undermining both tax compliance and shareholder protections.
Ultimately, this proposed change appears to serve a narrow segment of wealthy shareholders, raising serious concerns about unequal treatment under the law. Unless stricter safeguards and transparency requirements are added before the bill is finalized, Article 260 risks becoming a tailor-made loophole for those in the know—at the expense of both fiscal integrity and public trust.
