{"id":4352,"date":"2026-01-21T20:23:48","date_gmt":"2026-01-21T17:23:48","guid":{"rendered":"https:\/\/pathlawfirm.gr\/en\/?p=4352"},"modified":"2026-01-21T20:33:36","modified_gmt":"2026-01-21T17:33:36","slug":"share-deal-seller-liability","status":"publish","type":"post","link":"https:\/\/pathlawfirm.gr\/en\/share-deal-seller-liability\/","title":{"rendered":"Acquisition of a Business through a Share Deal: Seller\u2019s Liability and Buyer\u2019s Knowledge (Yiannis Papatriantafyllou, NB Daily)"},"content":{"rendered":"\n

The framework of share deals<\/h2>\n\n\n\n

Ioannis Papatriantafyllou | Published in NOMIKI BIBLIOTHIKI Daily<\/p>\n\n\n\n

The transfer and sale of shares (share deal) is the most common form of corporate acquisition and one of the most frequently used \u2014 yet legally complex \u2014 transaction structures in the field of mergers and acquisitions (M&A). Unlike an asset deal, where the buyer acquires specific assets, a share deal entails the acquisition of the entire corporate entity, together with all rights, obligations, and inherent risks.<\/p>\n\n\n\n

Although, from a technical perspective, a share deal constitutes a transfer of shares or partnership interests, in practice \u2014 where all shares are transferred \u2014 it is equivalent to the sale of the business itself. For this reason, Greek law and legal theory accept that, by analogy, the rules governing the sale of goods apply, particularly with respect to defects affecting the business as an economic unit. Against this background, the seller\u2019s liability emerges as a central issue.<\/p>\n\n\n\n

By acquiring the shares, the buyer automatically steps into the company\u2019s full legal and economic position. This makes the seller\u2019s representations and warranties, as well as the scope and quality of the due diligence process preceding the transaction, critically important.<\/p>\n\n\n\n

Within this context, particular attention should be paid to the recent article by our partner, Yiannis Papatriantafyllou, published in NB Daily by Nomiki Vivliothiki, entitled:
\u201cAcquisition of a Business (Share Deal): Seller\u2019s Liability and Buyer\u2019s Knowledge as a Limiting Factor.\u201d<\/em><\/p>\n\n\n\n

Seller, buyer, and the delicate balance of liability<\/h3>\n\n\n\n

In a share deal, the seller\u2019s liability is primarily grounded in inaccurate or incomplete representations and warranties. These typically relate to, inter alia, the company\u2019s financial position, the legality of corporate acts, the existence of pending disputes, and compliance with the applicable regulatory framework.<\/p>\n\n\n\n

Liability may also arise from the failure to disclose material information, as the seller is subject to a duty of candour and full disclosure vis-\u00e0-vis the buyer.<\/p>\n\n\n\n

Overall, the seller\u2019s liability is directly linked to:<\/p>\n\n\n\n