The New Compliance Landscape

M&A transactions in the EU are no longer assessed solely under merger control. Two additional layers of scrutiny now play a decisive role:

• Foreign Direct Investment Screening
• Foreign Subsidies Regulation

Merger Control

Merger control has been established as the core regulatory pillar in M&A, assessing whether a transaction significantly impedes effective competition. Under both the EU and the Greek merger control regime, a concentration must be notified before the respective competent competition authority, when the applicable financial thresholds are met.

Implications for companies:

• Mandatory notification and standstill obligation: a notifiable transaction cannot be implemented before the authority’s greenlight.
• Potential delays in closing depending on whether a transaction is assessed under Phase I or Phase II, noting that commitments and remedies might be imposed on the undertakings.
• Non-observance of the filing obligation and/or the standstill obligation may result (a) in the imposition of fines up to 10% of the aggregate turnover of the respective undertaking or (b) in the unwinding of a concentration in order to restore competition in the market.

Foreign Direct Investment (“FDI”)

On the 22nd of May 2025, the Greek Parliament enacted Law 5202/2025 (the “Law”), establishing a national foreign direct investment (FDI) screening regime, aligning Greece’s approach with Regulation (EU) 2019/452. It seeks to mitigate potential risks associated with certain foreign direct investments in infrastructure, assets, goods or services necessary in a) strategic (sensitive) sectors such as energy, transport, health, information and communication technologies, or digital infrastructure, and b) particularly sensitive sectors including defence and national security, cybersecurity, artificial intelligence, port infrastructure, crucial underwater infrastructure and tourism infrastructure in border areas.

Implications for companies:

• Mandatory notification and potential waiting periods.
• Prohibition, reversal or imposition of specific conditions or mitigation measures for the implementation of a foreign direct investment.
• Non-compliance with the obligations under the Law entails significant risks for the foreign investor as well as the transaction as a whole as it may lead to the imposition of high administrative sanctions.

Foreign Subsidies Regulation (“FSR”)

On 12 July 2023, the Foreign Subsidies Regulation started to apply. This new set of rules enables the European Commission (“EC”) to address distortions caused by foreign subsidies, ensuring a level playing field for all companies operating in the Single Market. The Regulation introduces three distinct procedures:

• Concentrations: A notification-based procedure for M&A transactions where the acquired company, one of the merging parties, or a joint venture generates an EU turnover of at least €500 million, and the parties have received more than €50 million in foreign financial contributions over the past three years.
• Public procurement: A notification-based procedure for bids in public tenders with an estimated contract value of at least €250 million, where the bidder has received a foreign financial contribution of at least €4 million per third country in the last three years.
• Ex officio review: A procedure allowing the Commission to investigate any other market situation on its own initiative.

Implications for companies:

• Mandatory notification and standstill obligation: pending the EC’s review, the concentration in question cannot be completed and the investigated bidder cannot be awarded the contract.
• Failure to comply with the notification and/or the standstill obligation may result in the imposition of a fine up to the 10% of the total worldwide turnover of the respective undertaking.

Key Takeaways for M&A Planning

Large transactions may have to go through a triple filter: (a) the Merger Control review (b) the FDI Screening procedure, and (c) the Foreign Subsidies review. This means longer timelines and more complex due diligence processes. Undertakings are encouraged to seek advice early in order to navigate overlapping regulatory requirements and safeguard deal certainty.

What Companies Should Do

• Early integration of compliance checks: Incorporate FSR and FDI screening into the due diligence process from the outset.
• Transaction timetables: Build in sufficient time to accommodate parallel reviews (merger control, FSR, FDI).
• Holistic strategy: Coordinate filings across jurisdictions and regulatory regimes to avoid inconsistencies and delays.
• Transparency on financial contributions: Keep a structured record of all foreign financial contributions to ensure readiness for notification.
• Stakeholder management: Prepare for possible information requests from regulators and manage expectations with counterparties and investors.