Yet, the government’s recent decision to alter the legal framework governing public takeover bids and company delistings from the Athens Stock Exchange has sparked serious concern. The amendments were quietly introduced as a last-minute addition to an Education Ministry bill, without public consultation and, crucially, with retroactive effect. Rather than reinforcing trust in the market, the move has raised fears that the ground rules are shifting in ways that undermine investor protection.
Until the start of October, a bidder making a public offer for shares could only improve their proposal—that is, increase the price offered per share. Under the new wording, the bidder can now revise the offer, meaning the price can also be reduced. This seemingly technical adjustment has deep consequences: small investors who might have waited for a better offer could now face a worse one instead.
The new provisions on company delistings are equally controversial. Previously, delisting required the approval of 95 percent of shareholders—a safeguard that ensured broad consent and protected minority investors. Now, a simple majority is enough, as long as shareholders are offered shares in another company listed in Greece or elsewhere in the European Union. This opens the door for majority or foreign investors to take companies private, exchanging Greek-listed shares for those traded abroad. For ordinary savers who invested in a domestic company, that could mean waking up to find their holdings transformed into shares of a foreign firm, subject to different oversight and risks.
These changes also affect “hold-out” investors—those who choose not to accept a takeover bid in hopes of better terms or to maintain a stake in the company. By altering their rights mid-process, the government risks signaling that Greece’s market rules can be rewritten on the fly.
The timing has not gone unnoticed. The amendment was submitted to Parliament on October 7, the very day FTSE Russell announced that it would upgrade Greece to “developed market” status in 2026.
That decision was based on Greece’s supposed institutional maturity, market depth, and alignment with international norms. But the retroactive and unconsulted nature of the new law sends a very different message: that regulations can still be adjusted ad hoc, in ways that strengthen dominant shareholders at the expense of smaller ones.
Investor confidence depends not just on economic performance but on predictability and fair treatment. When the terms governing shareholder protection or ownership can change overnight, the risk is not merely financial but reputational. A country seeking to prove its credibility cannot afford to appear arbitrary. Transparency, consultation, and consistency—not surprise amendments—are the hallmarks of a truly developed market.
The changes are directly tied to Euronext’s ongoing public offer for Hellenic Exchanges (ATHEX). This week, ATHEX’s board deemed Euronext’s proposal—20 ATHEX shares for one Euronext share—“fair and reasonable.” Yet the retroactive legal revision means the offer’s terms now fall under a different regime than the one in effect when the prospectus was approved on October 3. Under the new law,
Euronext can revise its offer—either upward or downward—up to five days before the offer expires, even though this flexibility was not disclosed in the approved document. Critics argue that this raises transparency concerns and that Euronext should issue an updated or supplementary prospectus to inform investors of the change.
The Capital Market Commission approved the original offer based on the previous law, which only allowed for “improvements.” The amendment replaced that term with “revisions,” effectively enabling reductions. Some legal experts argue that this inconsistency could mislead shareholders about the bidder’s options. Others insist a new prospectus is unnecessary. The regulator’s board is expected to meet soon to decide how to proceed.
Euronext’s chief executive, Stéphane Boujnah, is expected to address these issues in a press conference scheduled for Monday, October 30, in Athens. Market watchers will be listening closely for any hint that the company might sweeten its offer—something that, had it been done earlier, could have spared both the government and the market a great deal of turbulence.
