Support for investment activities in Europe

The accelerated expansion of FDI has emerged as a defining feature of globalization. Globalization necessitates consistent legal regulation, particularly evident in international economic and investment relations. This article will outline the procedures for initiating an investment project in Europe.

Regulation of foreign investment in Europe

FDI has been pivotal in driving the restructuring and modernization of Europe. Today, Europe stands as a prime destination for investment. European nations are keen to attract international investors to foster economic growth, enhance competitiveness, create jobs, draw in capital, technology, and innovation, and integrate into global value chains. However, it is crucial to understand the distinct legal frameworks governing foreign investment across various European countries.

Despite nearly half of the countries having FDI screening mechanisms since October 2020, the regulation of investment in Europe varies, as each state maintains a degree of autonomy in managing FDI transactions. This diversity underscores the need for expert assistance in executing investment projects in Europe.

Expert assistance is essential at both the preliminary stage, in selecting the most suitable jurisdiction based on business objectives, and during the approval process with governmental bodies, including environmental and urban planning considerations. Ensuring compliance with the legislative norms of a specific country necessitates the involvement of specialists in the drafting of corporate documents. Additionally, launching a startup in Europe requires an understanding of the key differences in conducting transactions within different jurisdictions. This highlights the prudence of seeking legal support for investment activities.

Legal support for investment projects

Typically, investment activity is evaluated concerning a specific investment project. An investment project consists of a series of interconnected tasks and activities undertaken by a company to achieve particular economic or financial objectives. The project must encompass details regarding the purpose of the planned investment, the costs involved in its execution, financing strategies, criteria and methods for assessing the effectiveness and risks faced by participants, and the anticipated outcomes. Comprehensive legal support and assistance are essential from the project development stage through to the transaction's completion. Moreover, investing in existing projects necessitates a thorough assessment and verification of the investment target. These are compelling reasons to engage a lawyer when considering international investments.

Supporting investment projects demands expertise in the technical aspects and interaction with governmental bodies. YB Case experts possess the requisite experience and knowledge to support investment projects abroad, offering the following services:

• Consultations on legislation and matters related to foreign investment.
• Assistance with the registration of companies of any type.
• Preparation of ownership documentation.
• Development and management of project documentation.
• Advisory on the legal optimization of investment activities.
• Obtaining governmental approvals for compliance with legal standards.
• Making amendments and obtaining additional approvals for the project.
• Support in acquiring an existing business abroad.
• Registration of permits and obtaining approvals, including property rights registration, lease agreements, and more.

Starting a business in Europe: selecting a country to launch a project

Establishing a company in Europe provides investors with access to a sophisticated investment landscape, a robust regulatory framework, and a highly skilled workforce. The EU stands as the second-largest economy globally and the largest trading bloc. If you have decided to initiate an investment project in Europe, consider the following jurisdictions, which are deemed promising for investment:

Choosing the right corporate structure

Our team has extensive experience in providing qualified legal assistance to international investors in establishing companies and expanding their presence in Europe. One of the critical steps in the early stages of initiating investment activities in Europe is selecting the country and determining the most suitable corporate form for the business. Below is a list of the most popular corporate structures to consider when registering a company in the EU.

LLC is ideal for SMEs. This structure requires at least one shareholder and one authorized manager, who can be a foreign resident. The liability of investors is limited to their contributions to the company’s authorized capital.

JSC is suitable for large businesses. It requires a minimum of one shareholder and one director. Before registration, the owner must contribute a minimum investment amount as specified by the legislation of the chosen country. Investors’ liability is limited to their contributions to the company’s authorized capital.

Partnership can be formed by at least two partners and is governed by a partnership agreement. It can be a general partnership, where each partner has unlimited liability, or a limited partnership, which includes both general and limited partners.

A European Company (SE) is a type of public limited company that allows businesses to operate in multiple European countries under a unified legal framework. This structure is particularly suitable for SMEs.

Establishing a branch is an effective option for expanding an existing business into new markets. Branches are extensions of the parent organization, performing the same business activities to broaden the company’s reach. A local manager must be appointed for the branch, who is directly responsible for its operations and reports to the head office.

Legal support for purchasing a business

Investors and entrepreneurs often prefer acquiring an existing business rather than starting a new one from scratch. The market currently offers a wide array of ready-made companies across various sectors. However, it is advisable to seek the expertise of a specialist when deciding to purchase an existing business.

Legal Due Diligence

Legal Due Diligence is a thorough legal assessment of a business before finalizing a transaction, encompassing an examination of property rights and other associated rights. The primary objective of Due Diligence is to evaluate the legal integrity of the target, identify potential operational risks, and ascertain the likelihood of future claims arising from the transaction.

Specialized experts provide the following Due Diligence services:

• Identification of the investment object’s owner
• Examination of title documents
• Assessment of the legality of the management’s appointment and authority
• Analysis of the company's charter and internal documents
• Review of previous transactions involving the target to ensure their validity
• Review of ongoing or resolved legal disputes
• Identification of potential claims from counterparties and government agencies
• Verification of necessary licenses and permits

Conducting Due Diligence on a company's real assets is crucial during the preparation stage for transactions involving acquisitions, concessions, and investment agreements.

Drawing up contracts of any complexity

Running a business necessitates entering into various contracts. When drafting an agreement, it is essential to consider the specifics of the relationship with the counterparty and negotiate based on individual interests, circumstances, and needs. A well-drafted contract is critical to the success of any transaction.

Drafting an investment agreement is a complex process requiring a high level of expertise. A careless approach to contract drafting can lead to counterparty claims, damage recovery, contract invalidation, or other adverse consequences.

Our team specializes in drafting investment agreements. To adequately protect the client’s interests and minimize potential transaction risks, we offer the following services:

• Drafting a contract tailored to the client’s specific requirements
• Preparation of standard contracts for recurring transactions, considering the company’s specifics
• Analysis of existing contracts to identify and assess potential risks
• Review of draft contracts proposed by counterparties
• Analysis of additional documentation for contracts (specifications, additional agreements, and annexes)
• Consultations on issues related to contract conclusion (establishment of essential conditions, identification of critical provisions, etc.)

Contract Due Diligence

Contract Due Diligence involves a detailed analysis of a contract's provisions to ensure compliance with the laws of the selected jurisdiction, with the aim of identifying and mitigating legal risks and potential adverse consequences.

Contract Due Diligence includes:

• Comprehensive review of the contract, including verification of legally required conditions, analysis of obligation deadlines, and responsibilities of the parties
• Identification of potential risks
• Negotiation and agreement on contract terms or modifications

Mergers and acquisitions in investment projects

Investment activity involves the long-term allocation of capital and other assets into specific projects with the goal of achieving growth. The success of these investments hinges on the intensity and effectiveness of the investment processes. In most European countries, the primary legal framework governing this area is the Foreign Investment Law, complemented by various other laws and regulations. Consequently, investment projects typically require the support of a team of specialists.

When a company seeks to scale its operations, it often opts to expand by acquiring shares or assets of another company, aiming to optimize profits. In such cases, the investment activity involves conducting a merger and acquisition (M&A) transaction within the investment project. This type of direct investment entails injecting funds into the authorized capital of another company to establish control over the investment target. The objective is to grow the business, secure future financial interests, and generate profits.

Several key procedures precede the signing of an M&A deal, and adherence to these procedures is crucial. These include:

• Negotiations and approval of the M&A transaction
• Legal and financial due diligence
• Drafting a Letter of Intent

Additionally, launching an investment project necessitates justifying the economic feasibility and outlining practical steps for implementation, essentially creating a business plan. These initial actions are critical for evaluating the viability of the investment.

Specialists in corporate law and joint ventures provide the following services:

• Consultations on selecting a country for launching an investment project
• Support at all stages of joint venture transactions
• Consulting on structuring and restructuring joint ventures
• Participation in negotiations and representation of clients before registration authorities
• Development of corporate agreements

Conclusion

The European market presents a secure, promising, and attractive environment for initiating new businesses. Contact our company's experts to explore potential options for implementing investment projects in Europe and to discuss available opportunities.