GREECE: An Introduction to Dispute Resolution

Background

In 2024, Greece introduced significant legislative reforms to address persistent delays in its judicial system. Law 5108/2024 abolished Eirinodikeia (County Courts) as part of a structural overhaul. This reform unified the first-instance jurisdiction for civil and criminal cases, streamlining the judicial process and reducing fragmentation. Moreover, Law 5095/2024 transferred certain judicial tasks to lawyers, such as issuing pre-notations for mortgages and forming associations. This shift aims to offload non-core judicial functions from the courts and to expedite case resolutions.

At the same time, efforts are being made to modernise Greek legislation in order to respond effectively to contemporary conditions and challenges. Α new Private Maritime Law Code (Law 5020/2023) has been effective since 1 May 2023, replacing the outdated 1958 Code. The new Code incorporates and refers to provisions from key international maritime conventions, and introduces new concepts to internal legislation, such as liability for wrongful vessel arrest.

Civil Law

In the field of civil law, a landmark development occurred in 2024 with the enactment of Law 5089/2024, which now allows for the marriage of same-sex couples. The same Law also provides for the retroactive recognition of same-sex marriages conducted – and parental relationships established – in foreign jurisdictions, as these were deemed invalid in the Greek legal system. It is worth noting that Greek inheritance law rules, which have remained unchanged for the past 80 years, are also set to be modernised in 2025. Proposed changes include:

• enhanced protection for individuals outside the immediate family;
• adjustments to reflect evolving family structures;
• expanded testamentary freedom; and
• revisions to forced heirship rules and wills.

Corporate Law and Minority Shareholder Protection

Interesting developments have occurred in recent Greek case law regarding issues of corporate law and, especially, minority shareholder protection.

A key issue that concerns legal practitioners is the inadequate protection of minority shareholders in joint-stock companies (société anonyme) against majority shareholders. Greek company law establishes a series of rights for minority shareholders, such as rights to information and judicial review of decisions made at the shareholders’ meeting. However, significant delays in relevant judicial processes, as well as insufficient sanctions for illegal actions by company bodies (board of directors, shareholders’ meeting), leave many gaps in the protection of minority shareholders. To make matters worse, according to a fundamental principle of Greek tort law, minority shareholders cannot usually claim damages for actions taken by company bodies, as the damage inflicted on the minority shareholder (ie, decrease in the value of their shares or loss of dividends) is deemed indirect damage. Therefore, these damages are deemed not causally linked to the decisions of the company’s governing bodies; thus, there is no right to compensation.

However, Greek courts have tried to address this issue. The Supreme Court (Areios Pagos) has ruled repeatedly that minority shareholders have a direct claim for compensation against majority shareholders, provided that the latter have influenced decision-making within the corporate bodies deceitfully, with the intention of harming the minority shareholder and contrary to good morals.

A significant case of this nature was tried before the Supreme Court in 2024, and a related decision is expected to be issued in 2025. One of the most interesting issues that this Supreme Court decision is expected to address concerns the prescription for such a claim – specifically:

• whether prescription will not commence as long as harmful actions by the majority shareholder continue; or
• whether, conversely, the statute of limitations will be calculated for each harmful action separately.

This issue is important because minority shareholders are often unable to fully understand the harmful nature of complex and intricate corporate decisions (such as corporate restructurings, etc) or are unable to file a compensation lawsuit in a timely manner, due to lack of evidence.

A decision by the Supreme Court in favour of extending the protection of minority shareholders is expected to limit the misconduct of majority shareholders and to strengthen the position of minority shareholders; thus, it should increase the protection of foreign passive investors’ investments in Greek commercial companies.