November 2025

Supreme Court Decision – Confirmation of Final Judgment on the Recognition of the Validity of Share Transfer

Supreme Court of Greece Decision No. 1359/2025 – Final Judgment on the Ownership of Shares in a Family-Owned S.A.

The Supreme Court of Greece, with its Decision No. 1359/2025, issued a final and irrevocable ruling on the ownership of shares in a family-owned S.A. (Société Anonyme), following a decade-long legal dispute between siblings.

Below is a concise overview of the key aspects of the case:

The parties were the only children of the company’s founders and the sole heirs of their deceased parents. Their mother—who passed away after their father and had long-standing health problems—drafted and signed, shortly before her death, a private agreement transferring part of her shares in the company to her son by way of parental donation. By doing so, she sought to secure a functional majority in the company (representing only 1.8% of the paid-up share capital), thereby preventing a potential future deadlock resulting from the equality of voting rights between her two shareholder children. The daughter filed an action seeking annulment of the private share transfer agreement, claiming that her mother lacked legal capacity at the time of signing due to an alleged mental disorder that substantially impaired her decision-making ability. During the litigation, the Athens Court of Appeal (Decision No. 6993/2019) ruled finally in favor of the son, confirming the validity of the share transfer. The Court of Appeal held that the mother possessed full legal capacity at the time of signing and that her will was expressed freely and consciously. It found insufficient evidence to support claims of a mental disorder affecting her judgment.

Subsequently, the opposing party filed an appeal to the Supreme Court, which was examined under the case leading to Decision No. 1359/2025. The Supreme Court upheld the Court of Appeal’s decision, confirming its conclusions with final effect.

Specifically, the Supreme Court rejected all grounds of appeal raised by the appellant and accepted our client’s arguments, ruling as follows:

(a) The Court of Appeal did not breach Article 559, items 11 and 14, of the Greek Code of Civil Procedure. It correctly took into account a sworn affidavit submitted by the son after the oral hearing, since it was provided to counter issues raised during the hearing and was expressly mentioned in the oral summons served on the opposing party. The Supreme Court held that “[…] whether the content of this affidavit actually refutes the appellant’s claims or not constitutes a matter of evidentiary assessment, which is not subject to cassation review.”

(b) The Court of Appeal did not violate items 19 and 20 of Article 559 of the Code of Civil Procedure, nor did it provide contradictory reasoning regarding the alleged lack of the mother’s mental clarity. It did not distort the contents of a medical certificate presented in evidence, which it duly considered along with all other evidence. Essentially, the Supreme Court held that the medical certificate is not a special means of proof but a document freely evaluated by the court as circumstantial evidence. Therefore, the ground of appeal alleging “distortion of a document” applies only to cases of erroneous reading of a document by the lower court and does not concern the evaluation of evidence, which is not subject to review on points of law. The Supreme Court further stated: “[…] The Court of Appeal provided complete, clear, and consistent reasoning concerning the existence of legal capacity and the free expression of will of [the mother] at the time of signing the private share transfer agreement in favor of her son, thereby supporting its evidentiary conclusion. Moreover, from the reasoning of the contested judgment, it appears that the Court correctly read the medical report issued by the treating hepatologist-gastroenterologist, and that it reached its conclusion after evaluating all the evidence cited, including all documents and photographs submitted by the parties, without relying solely or primarily on the said medical report, which it considered together with the rest of the evidence.”