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 Introduction |
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| The firm is serving the
business community since 1971, when it operated under the name
"Theofanopoulos-Dryllerakis".
The different sectors of law and practice are
analysed below. As a general rule, the firm
specialises in all matters having to do with business,
except shipping law. The firm's orientation is towards consulting
international clients, having long experience in this
direction. It also co-operates with
specialists in all fields involved, whenever assistance
is required due to the seriousness of a case
or the wish of the client. The co-operation extends
to other scientific fields, whenever support is
required for coping with specific issues e.g.
of technical nature. |
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Administrative
Law |
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Permits, including Approvals
for Environmental Impact Studies, Technical Studies,
Installation and Operation Permits etc. Procurements
of State and State Agencies as well as of the
bid processes thereof. This includes assignment
of major technical projects and procurement of
arms to the Greek Military Forces. The sector
is governed by special legislation, which includes
European Law restrictions and regulations. The
firm has long experience in both above fields
and is representing major suppliers of the Greek
State or developers dealing with the State or
State agencies or Local Administration (see more details).
Litigation
before the administrative Courts including the
Supreme Administrative Court (Conseil d’
Etat), as most of the above cases go through a
litigation phase before they are cleared. Professor
Spyropoulos, an eminent lawyer in this field,
is in charge of this field of activity.
With regard to the field of taxation, see infra,
Tax/Accounting Law. |
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Arbitration |
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The firm has
a large experience in arbitration proceedings
both as parties in litigation or as arbitrators.
J.C. Dryllerakis is currently an arbitrator in two
ICC and one local arbitration, while J. Damilakis is the Umpire in
a local arbitration. In a big arbitration won by the firm
the plaintiff (our client) has been awarded a significant amount of
remuneration against the defendant, while the litigation has been
lost all the way through the Supreme Court (Arios Pagos) in the
effort of the defendant to annul the arbitration award.
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Competition Law |
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| The firm specialises in
competition law. J.C. Dryllerakis had been for six years a regular
member of the national Competition Committee and has done a lot of
scientific works in this field. He was also a member of the
Committee which prepared one of the basic amendments of the
competition law (L.703/77). The firm has handled numerous cases of
notification of mergers or acquisitions as well as cases of alleged
violation of Articles 1 & 2 of L.703/77 (tailored upon Articles 85-86
of EEC Treaty) and already alleged violation of Articles 81-82 of EU
Treaty. Currently the firm handles three of the biggest antitrust
cases initiated against supermarkets, oil companies and a Port Authority
for alleged concerted practices and alleged abuse of dominant position.
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Contracts |
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The firm provides full legal advice on
drafting and negotiating all types of commercial contracts, such as
agency & distribution, franchising, leasing and IT agreements, as well
as all sorts of corporate contracts (e.g. shareholders, stock
purchase, escrow, stock options, outsourcing agreements). The firm has
large experience in drafting management agreements, by virtue of which
foreign clients undertake the operation e.g. of local major hotel
chains or casino enterprises.
The firm is currently advising a major multinational real estate
development client on drafting the commercial co-operation agreements
(CCAs), regarding the operation of a new shopping centre in
Thessaloniki. |
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Corporate
Law |
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The clients of the firm consist
almost exclusively of enterprises, both multinational and large local
business. Normally our firm not only deals with the acquisition, the
establishment or the transformation of the business but continues
covering their every day needs either operational or for development.
In this respect we take care of their corporate works (Board of
Directors meetings, General Meeting of Shareholders, amendments of the
Articles of Association etc.), including advice on corporate
governance compliance, as well as of all their issues (contracts,
opinions in labour or tax, litigation, permits etc.) including
criminal cases. Although the firm does not undertake single criminal
cases, upon request of the clients it is involved in all significant
cases either alone or, as the case may be in co-operation with
experts.
The firm has established more than 100 corporations
(societes anonymes) and occasionally limited liability
companies while most of its members are either
directors and/or secretaries of the Board of many
of its clients.
With regard to the firm's experience on Societas Europaea, see infra European Law. |
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Energy/Mining/Natural Resources |
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The firm has acquired long
experience in the oil & gas market, deriving from J.C.
Dryllerakis' position for ten years as General Counsel and General Tax
Counsel of the Exxon affiliates in Greece and subsequently of Shell
Hellas. Furthermore, the firm has advised on several major (public and
private) energy projects, including gas distribution network
concessions, development and exploitation of overlay networks (e.g.
telephony, optic fiber etc.), oil compulsory stocks legislation,
upstream and downstream development and various privatization and
competition issues, in its capacity as legal counsel of the strategic
investor on the partial privatization of Hellenic Petroleum (ELPE).
The firm has also been very actively involved in the concession and
privatization process of the Kassandra gold mines, one of the major
foreign investments in Greece. The firm has acted as a legal counselor
of the concessionaire throughout its presence in Greece in all aspects
of its activity, thus acquiring a vast experience of the legislation
and regulatory environment of mining exploration, including its
operational side, i.e. permits, exploration and development.
Currently the firm is offering ongoing advice on matters concerning
the liberalized electricity sector, supporting its clients on all
procedures related to the licensing requirements for wind parks,
electricity supply business etc, including disputes before the local
NRA (RAE) over permits granted for such installations. |
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Environmental Law and Land Planning |
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The firm is advising on
environmental and land planning matters and has been very actively
involved with the drafting and coordination of EIAs (Environmental
Impact Assessment) of international standards, while it has been
providing legal services with regards both to planning and litigation
stages, having represented major clients and Local Authorities before
the Conseil D' Etat, including the famous case of "Kouroupitos", fined
by the EU Commission (see infra, Administrative Law). The firm's
expertise also covers the legal strategic planning of big projects
with environmental issues, as well as the development of leisure and
residential schemes of private sector projects.
The firm is currently advising a foreign investor with regard to a
major multi-million Euros land development project in northeastern
Crete, dealing with many complex environmental and land-planning
issues. |
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European
Law |
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European Law, to the extent that
it is part of the national law or it affects the national law, is
considered as incorporated in all practice areas. J. C. Dryllerakis,
together with Professor Spyropoulos, have been recently involved in
the drafting of the Greek Implementation Law on European Company
(Societas Europaea), pursuant the respective EU Regulation. The
firm has also
represented some of its clients in several cases before the European
Court (ECJ), while it has handled and is currently handling major
cases before the EU Commission in the field of Competition and State
Aid law, usually in co-operation with international law firms.
J. C. Dryllerakis is a director of the Hellenic Association of
European Law, a member of F.I.D.E. |
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IT & Telecommunications Law |
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| The firm has wide-range experience in the
regulatory framework of the liberalised telecoms sector. Professor
Spyropoulos has been for five years a regular member of the relevant
National Authority (EETT). The firm is currently advising one of the
largest ATO's (Alternative Telecom Operator), which offers a deep
understanding of the legal and commercial needs of IT business.
The firm is also handling before the local NRA (EETT) as well as
before civil and administrative courts major cases regarding de-
liberalization of old major state-owned telecom operator, anti-
competitive practices, abusive practices etc, and, in general, telecom
cases regarding the sector.
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Labour
Law |
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Due to protective laws and regulations,
labour law plays a major part in the exposure of the enterprise.
Proper counselling will limit the risk of litigation, which are not
unusual in Greece, especially with the Unions but also with employees
who leave the company for any reason. Labour Law has become an
autonomous sector of law. Originally part of the civil law, it became
a complex system oriented to the protection of the employee against
the powerful employer.
The firm bears extensive experience in most areas of labour law,
including disputes involving wages, severence payment, termination of
contract, employee transfers and the negotiation/application of
employment regulations and collective agreements. The firm has also
dealt with major cases of business restructuring and re-organization,
which usually affect the existing employment contracts, having
provided our clients with full legal advice on the application of the
relevant group-dismissals and business-transfer provisions. Whenever the seriousness of the
matter requires, we are in co-operation with specialists of the field.
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Litigation |
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The firm has substantial involvement in
litigation, both in cases of its clients
(with the assistance of litigators, if required), as well as in
isolated major cases which are assigned to it. The
firm also handles separate court cases in the field of taxation and of
the administrative law, especially before the Supreme
Administrative Court (Conseil d' Etat). The first category is handled
by or under the responsibility of J.C. Dryllerakis, while the
administrative cases are handled by or under the responsibility of
Professor Spyropoulos or J.C. Dryllerakis.
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M&As |
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| The firm has large experience in
M&As and transformations in general
(transformation is the change of the type of an enterprise to another
like a branch to a societe anonyme or a societe en commandate to a
limited liability company or a personal enterprise to a societe
anonyme etc.) The firm is handling acquisitions and transformations
cases since 1968 and in some cases it has opened new ways in the
application of the relevant legislation. Normally acquisitions are
accompanied by a legal due diligence and notification to the
Competition Committee. The attached lists indicates the most serious
mergers and acquisitions cases handled by the firm. Needless to say
that they represent cases which have taken place and
have gone public, while there are quite a few others, that are covered
by legal privilege and confidentiality and they can not be in the
public list. J.C. Dryllerakis was a member of the Committee
which prepared the basic merger law and has acted as representative of
the Hellenic Industries Association to Committees or representations
for amendment and improvement of this law.
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Privatisations |
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| The firm has handled many
privatisation cases on behalf of the Greek State,
most of them successfully, as per the attached
list. In many cases this was combined with a legal
due diligence. Also it has prepared proposals
for amendment of the privatisation law to cope
with the needs of the changing circumstances.
In many privatisation cases the firm has represented
interested parties in the process of acquiring
the business under privatisation. Currently the
firm represents the Greek State
(ETA) with regard to the privatization process of the Flisvos Marina
Falirou, through an international tender for long-term lease.
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Real Estate Development/Tourism |
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The firm is very active in the field of real
estate, with an excellent combination of tax practice, which ensures
to our clients safe legal advice on how to structure and plan
transactions and minimize tax exposure. Partner Voula Anargyrou has a
deep expertise in this field, advising real estate development
companies as well as financial institutions. The firm has advised its
clients in numerous public tenders regarding lease and/or transfer of
state-owned real property, while its practice also includes several
sale and lease back agreements. Currently, the firm is advising a
major hotel group, in its effort to receive a CMC licence to establish
a real estate investment fund company ("AEEAP") listed in the Stock
Exchange.
Many of our best clients are active in the hotel/leisure sector. The
firm offers legal assistance in the development and management of
hotels, theme parks, resorts, private residence and golf clubs. The
firm is currently advising a foreign investor for a major project,
regarding land and tourist development (see infra,
Environmental Law and Land Planning). |
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Restructuring - Finance |
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The firm has acted as a consultant in
numerous corporate finance (bond loans etc) & restructuring
(transformations, spin off etc) cases, usually combined with a further
business re-organization and/or debt restructuring. The firm was
previously assigned to perform a study on the winding up of the Public
Organisation for the Restructuring of Enterprises (OAE), as well as to
draft the relevant legislative texts.
The firm's practice includes negotiating and completing complex
structured financial transactions. It was actively involved in the
first consortium bond loan (25 mio Euros) issued by a major listed
information and telecommunications company in application of the then
new relevant legislation (2003). Subsequently, it has provided its
legal services to a major aquaculture company in its effort to acquire
control of a competitor through a restructuring of the debts of the
latter, while the firm has very recently been involved in several
multi-million re-financing and debt restructuring international
projects. .
The firm has also acted as advisor in an extensive intra-group re-
organization of a multinational group of companies in the field of
organic food, while we have further advised on the restructuring of the
production process in a major cosmetics company. The firm keeps
advising a major Greek textile group on its on-going debt-restructuring
project, as well as a foreign bank institution with regard to its
on-going securitization process. |
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Securities |
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Many of our best clients are listed in the
Stock Exchange. The firm offers integrated legal advice to them in the
procedure to obtain the approval from the Authorities to have their
shares listed in the Stock Exchange (Athens Stock Exchange - ASE) and
Capital Market Committee (CMC) as well as on issues of compliance with the complex
regulations of any kind (laws, decrees, Ministerial Decisions,
decisions of the ASE and resolutions of the CMC). The firm has
developed a deep expertise in handling and negotiating with the CMC,
deriving, among others, from J.C. Dryllerakis' participation in the
CMC as a Regular Member in the past. The firm is also involved in
litigation, in case our clients assess a
fine for alleged violation of the above rules. As the amount of fines
is normally significant, the cases are serious and have to do with
important legal issues and factual presentation. Additionally, the
firm has acquired significant experience, having served as
legal counselor of Investment Ombudsman ("Mesolavitis Kefalaiagoras")
throughout its operation, while it also provides legal advice to
financial/investment institutions and underwriters.
As the relevant issues are part of the administrative law, we also
handle cases (for counselling or litigation) from third parties, which
are not listed within our regular clients. The firm has recently
advised a major European bank in its attempt to acquire the control of
a Greek SE brokerage group. Currently the firm is handling a couple of
very serious cases, related with the past crisis of the ASE and the
repercussions thereof, while it is also involved in several on-going
cases, regarding mandatory tender offer and friendly take-overs, the
details of which are confidential and cannot be disclosed. |
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Tax/Accounting Law (counselling and litigation) |
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Taxation in Greece is
of primary importance for enterprises of a certain
size. The special importance of the taxation in
the Greek environment is due to many interrelated
reasons, which are commonly recognized. The complex
legislation, which is under continuous amendments
so that even the authorities in charge are in
doubt what is in effect; the level of knowledge
of the tax auditors and other competent people,
which aggravates the situation of the doubtful
legal environment; the extent of the tax evasion
has led the legislator to the wrong direction
i.e. to produce Draconian provisions, which in
the hands of not knowledgeable people can create
a significant exposure for a company. Counselling
therefore from experienced people, who are in
direct contact with the practice followed and
the spirit prevailing, is a must for any enterprise.
The conservative approach will limit the problems
to a reasonable level but will not eliminate the
risk of a conflict with the Fiscal authorities,
which will end up to litigation. The firm is handling
litigation for our regular clients, but also for
any third party, which has an interesting case,
either before the First Instance or the Appellate
Administrative Court or ultimately to the Supreme
Administrative Court (Conseil d’ Etat).
It has to be noted that apart from the laws regulating
each object of taxation (income tax, VAT, tax
withholding, stamp tax, capital concentration
tax, consumption tax, import duties, third party
taxes etc.) the Greek tax system is dominated
by the Books & Data Code, a piece of legislation,
which provides for the books the enterprises have
to keep, the way they will keep them as well as
the data they have to issue and the way they will
issue them. Sanctions for any violation are heavy
either in fines or in other discretionary powers
of the Fiscal Authorities which may even disregard
the results as shown in the audited accounts of
a company and calculate the income of the enterprise
and the corresponding taxation on an almost arbitrarily
basis, resulting to a calculation of income multiple
times the one deriving from the books of the company.
The firm has long experience in this field, including scientific
work. Good advice in taxation presupposes solid
accounting knowledge. J.C. Dryllerakis is also an accounting law
expert and has published books and articles on the legal aspects of
accounting. (see among his works the Commentary on the Financial
Statements legislation).
Emmanuel Theofanopoulos, ex-senior member of the firm and a
recognized expert in this field is co-operating with the firm on a
permanent basis.
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Trademarks
and Intellectual Property |
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| The firm is handling the trademark
cases of our clients (including multinational
companies like EXXON and Beiersdorf), but also
we act for single clients in this field. It has
long experience in the area of registration, renewal,
investigation (rush or regular), litigation either
before the Trade Marks Committee or the Administrative
Courts including the Supreme Court (Conseil d’
Etat). |
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