Foreign Investment Agreement Template for Germany

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Key Requirements PROMPT example:

Foreign Investment Agreement

"I need a Foreign Investment Agreement for a US technology company's €50 million investment into a German software development firm, with closing expected by March 2025, including specific provisions for intellectual property protection and technology transfer restrictions."

Document background
The Foreign Investment Agreement is a crucial document used when non-German entities seek to invest in or acquire German businesses. It is particularly relevant in the context of Germany's increasingly scrutinized foreign investment landscape, where transactions must comply with the Foreign Trade and Payments Act (AWG) and EU regulations. The agreement typically includes detailed provisions on investment structure, regulatory approvals, corporate governance, and compliance requirements. It is essential for investments above certain thresholds or in sensitive sectors that require mandatory screening. The document serves multiple purposes: structuring the investment relationship, ensuring regulatory compliance, protecting investor rights, and establishing governance frameworks. Given Germany's position as Europe's largest economy and its strict regulatory environment, this agreement type requires careful attention to both commercial and regulatory aspects.
Suggested Sections

1. Parties: Identification of the foreign investor and the German entity/counterparty, including registration details and authorized representatives

2. Background: Context of the investment, including purpose, target business, and strategic objectives

3. Definitions: Definitions of key terms used throughout the agreement, including German legal terminology

4. Investment Structure: Details of the investment amount, form of investment (equity/debt), and payment terms

5. Conditions Precedent: Required regulatory approvals, particularly AWG clearance and other governmental authorizations

6. Representations and Warranties: Statements of fact and assurances from both parties, including compliance with German investment laws

7. Closing Mechanics: Process and requirements for completing the investment transaction

8. Corporate Governance: Management structure, voting rights, and decision-making processes

9. Transfer Restrictions: Limitations on transfer of shares/interests and required approvals

10. Regulatory Compliance: Ongoing compliance obligations under German and EU investment laws

11. Information Rights: Investor's rights to financial and operational information

12. Exit Rights: Provisions for divestment, including tag-along and drag-along rights

13. Confidentiality: Protection of confidential information and trade secrets

14. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction

15. Dispute Resolution: Procedures for resolving disputes, including potential arbitration

Optional Sections

1. Anti-dilution Protection: Protection against value dilution, relevant for minority investments

2. Environmental Compliance: Specific provisions for investments in environmentally sensitive sectors

3. Technology Transfer: Provisions regarding technology transfer and IP rights, relevant for tech investments

4. Employment Matters: Labor-related provisions, important for investments affecting workforce

5. State Aid Compliance: Required for investments involving public funding or subsidies

6. Competition Compliance: Detailed antitrust provisions for larger investments

7. Real Estate: Specific provisions for investments involving property assets

8. Industry-Specific Regulations: Additional provisions for regulated industries (e.g., financial services, healthcare)

Suggested Schedules

1. Investment Structure Details: Detailed breakdown of investment amounts, phases, and mechanics

2. Corporate Structure Chart: Pre and post-investment organization charts

3. Regulatory Approvals List: Comprehensive list of required governmental and regulatory approvals

4. Business Plan: Detailed business plan and financial projections

5. Key Personnel: List of key management and their roles

6. Warranty Schedule: Detailed warranties and specific disclosures

7. Required Notices and Filings: List of notifications required under German investment laws

8. Share Capital Structure: Details of share classes, rights, and ownership structure

9. Material Contracts: List and summary of material business contracts

10. Property Schedule: Details of real estate and material assets if relevant

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Manufacturing

Technology

Automotive

Healthcare

Financial Services

Energy

Infrastructure

Real Estate

Telecommunications

Defense & Security

Industrial Technology

Renewable Energy

Digital Services

Life Sciences

Transportation & Logistics

Relevant Teams

Legal

Finance

Compliance

Corporate Development

Mergers & Acquisitions

Regulatory Affairs

Strategy

Risk Management

International Business

Corporate Governance

Investment Relations

Treasury

Tax

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

General Counsel

Head of Mergers & Acquisitions

Investment Director

Corporate Development Manager

Regulatory Compliance Officer

Head of Strategy

International Business Development Manager

Corporate Secretary

Investment Relations Director

Risk Management Officer

Head of Corporate Finance

Foreign Investment Advisor

Industries
Foreign Trade and Payments Act (Außenwirtschaftsgesetz - AWG): Main framework for regulating foreign trade and investment in Germany, including investment screening mechanisms for non-EU investors
Foreign Trade and Payments Ordinance (Außenwirtschaftsverordnung - AWV): Detailed regulations implementing the AWG, specifying sectors subject to investment screening and notification requirements
German Civil Code (Bürgerliches Gesetzbuch - BGB): Fundamental law governing civil and contractual relationships in Germany, including basic contract formation and enforcement
German Commercial Code (Handelsgesetzbuch - HGB): Regulates commercial relationships and business operations, including accounting and financial reporting requirements
Limited Liability Companies Act (GmbH-Gesetz): Governs the formation and operation of GmbH companies, a common vehicle for foreign investment in Germany
Stock Corporation Act (Aktiengesetz - AktG): Regulates public limited companies (AG), relevant for larger foreign investments and listed companies
EU Regulation 2019/452: Framework for screening foreign direct investments into the EU, affecting investments in Germany
German Competition Act (Gesetz gegen Wettbewerbsbeschränkungen - GWB): Regulates merger control and competition aspects of foreign investments
Investment Protection Laws (Investitionsschutzgesetze): Various bilateral and multilateral investment treaties that Germany has signed, providing protection for foreign investors
German Tax Laws (Various): Including Corporate Income Tax Act (KStG) and Trade Tax Act (GewStG), affecting taxation of foreign investments
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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