EU–Ukraine Investment Conference 2026
Warsaw 2026: Ukraine Facility, EU Funding and Legal Risks
A signed memorandum does not guarantee EU funding. As investors and businesses meet in Warsaw for the EU–Ukraine Investment Conference 2026, CORVUS AI examines the legal risks behind Ukraine Facility eligibility, cross-border agreements, dual-use export controls and investment due diligence.
Warsaw 2026: Why a Signed Memorandum Does Not Guarantee Access to EU Funding.
Complex law. Clear action.
Reviewed by Oleksandr Sobovyi, Founder & CEO of CORVUS AI — editorial responsibility statement below.
Signing a memorandum of understanding and securing funding are two different legal processes. For companies planning to participate in Ukraine's reconstruction, the distinction may determine whether a project can proceed.
On 12–13 November, the third EU–Ukraine Investment Conference is taking place in Warsaw, organised by the European Commission together with the Ukrainian authorities as part of ReBuild Ukraine Expo.
The official programme includes the signing of new agreements under the Ukraine Investment Framework (UIF), discussions on defence and dual-use investment, the development of the drone industry, critical infrastructure protection, privatisation and corporate governance of state-owned enterprises.
This year, the organisers have expanded the business meeting format. In addition to B2B meetings, companies can engage with government representatives and European institutions through B2G meetings.
This creates further opportunities for businesses operating in infrastructure reconstruction, energy, transport, manufacturing and defence technologies.
However, identifying a partner, signing a document or even receiving preliminary interest from a financial institution does not establish eligibility for a particular funding mechanism.
UkraineInvest expressly states that meetings with financial partners do not constitute a preliminary assessment of a project or a commitment to provide financing. Decisions remain with the relevant financial institutions.
The legal structure of a project should therefore be assessed before substantial commitments are made, not after funding has been secured.
1. Memoranda of Understanding: Substance Matters More Than the Title
At investment conferences, parties frequently sign Memoranda of Understanding (MoUs), Letters of Intent (LoIs), protocols of intent and strategic cooperation agreements.
These documents can serve an important commercial purpose: defining the direction of negotiations, recording preliminary understandings and establishing a framework for engagement with investors.
However, their legal consequences depend on their content, the applicable law and the conduct of the parties.
Ukrainian Law
Article 635 of the Civil Code of Ukraine governs preliminary agreements.
Under paragraph 4, an agreement of intent is not considered a preliminary agreement unless the parties express their intention to give it that legal effect.
Nevertheless, individual provisions of a memorandum may create separate binding obligations.
For example, the parties may agree that provisions concerning confidentiality, exclusivity, allocation of costs, intellectual property or dispute resolution are legally binding.
It would therefore be incorrect to assume that a memorandum under Ukrainian law is always purely declaratory.
Dutch Law
Precontractual liability is also particularly relevant to cross-border projects.
In Plas/Valburg, decided on 18 June 1982 (ECLI:NL:HR:1982), the Supreme Court of the Netherlands (Hoge Raad) addressed potential liability arising from the termination of negotiations.
Later, in CBB/JPO, decided on 12 August 2005 (ECLI:NL:HR:2005), the Supreme Court confirmed a restrictive approach to limiting the freedom to terminate negotiations.
As a general principle, parties remain free to withdraw from negotiations. However, in exceptional circumstances, termination may be considered unacceptable, particularly where the other party has developed a legitimate expectation that an agreement would be concluded.
The duration of negotiations alone does not establish a right to compensation for expected profits. All relevant circumstances must be assessed, including the parties' conduct and the nature of the expectations created.
Determining the Applicable Law
In a cross-border transaction, it cannot automatically be assumed that the law of one party's country of incorporation governs every potential dispute.
Contractual obligations are subject to the relevant conflict-of-law rules, including Regulation (EC) No 593/2008 (Rome I).
For non-contractual obligations arising from negotiations before the conclusion of a contract, Article 12 of Regulation (EC) No 864/2007 (Rome II) is particularly relevant.
It establishes a specific rule for determining the applicable law in cases involving culpa in contrahendo.
CORVUS practical implications
Before signing an MoU or LoI, the parties should establish:
Which provisions are legally binding and which merely express intentions.
Which law governs contractual obligations and potential precontractual disputes.
How confidentiality, exclusivity, costs, intellectual property and termination of negotiations are regulated.
Whether the wording creates obligations that the parties are not yet prepared to undertake.
A non-binding clause is useful, but it cannot replace a legal assessment of the document as a whole.
2. Ukraine Facility: Partner Eligibility Depends on the Funding Mechanism
One of the most important questions for European–Ukrainian consortia is eligibility for funding.
Regulation (EU) 2024/792 establishes the Ukraine Facility for the period 2024–2027.
The instrument comprises three pillars:
Pillar I: Financial support for Ukraine to implement reforms and investments under the Ukraine Plan and maintain macro-financial stability.
Pillar II: The Ukraine Investment Framework, providing investment instruments, guarantees and support for access to financing.
Pillar III: Technical assistance and support for reforms, including those related to European integration.
This distinction has significant legal consequences.
The rules governing public procurement cannot automatically be applied to every private investment transaction supported through the UIF.
Article 11: Who Is Eligible?
Article 11 of Regulation 2024/792 establishes eligibility rules for participation in procurement and procedures for awarding grants and prizes under activities financed by the Ukraine Facility, together with requirements concerning the origin of supplies and materials.
The basic categories of eligible countries include EU Member States, Ukraine, Western Balkan partners, Georgia, Moldova and countries of the European Economic Area.
The Regulation also provides for reciprocal access to be granted to additional countries through decisions of the European Commission.
In 2026, this list was expanded.
From 23 July 2026, reciprocal access was granted for one year to:
The United States — Commission Decision (EU) 2026/1441;
Canada — Decision (EU) 2026/1442;
The United Kingdom — Decision (EU) 2026/1445;
Japan — Decision (EU) 2026/1449.
These changes are reflected in the official information published by Ukraine's Ministry of Economy.
Eligibility assessments must therefore reflect the rules in force on the relevant date, rather than relying solely on the original 2024 list.
What About Partners from Other Countries?
A company established in a country outside the eligible-country list is not automatically excluded from all forms of cooperation with Ukraine.
Its specific role in the project matters.
For example, it is necessary to distinguish between:
A contractor participating in procurement financed under the Ukraine Facility.
A supplier of equipment or materials.
A consortium member applying for a grant.
A private investor.
A technology partner that is not a recipient of the relevant financing.
Article 11 also provides for exceptions.
Paragraph 3 allows certain derogations from origin requirements where supplies and materials cannot be sourced from eligible countries under reasonable conditions.
Paragraph 8 allows entities from otherwise ineligible countries to participate where a proper justification exists, including urgency, the unavailability of necessary services or disproportionate difficulties in implementing the project.
These exceptions do not create an automatic entitlement. Their availability and applicable conditions must be assessed in the context of the specific procedure.
Ukrainian Public Procurement Rules
Resolution No 1254 of the Cabinet of Ministers of Ukraine, dated 25 September 2025, amended Resolution No 1178, introducing specific rules for relevant public procurement procedures associated with the implementation of measures under the Ukraine Plan.
These rules address the eligibility of bidders and subcontractors, the origin of supplies and materials, and applicable sanctions restrictions.
However, Resolution No 1254 should not be treated as the universal legal framework for all UIF investment operations.
Where guarantees, loans or other financial instruments are involved, the conditions of the specific programme, financial intermediary and investment agreement must also be examined.
CORVUS practical implications
Before establishing a consortium, it is necessary to determine not only where the participants are established, but also the legal structure of the proposed financing.
That structure determines which eligibility criteria, origin restrictions and exceptions apply.
Non-compliance with applicable funding conditions may result in financial corrections, refusal of funding or recovery claims. The allocation of these consequences between project participants depends on the applicable law and contractual arrangements.
3. Dual-Use and Drone Technologies: Export Control Begins Before Delivery
Investment in unmanned systems, robotics, electronics and joint defence production features prominently in the conference programme.
For European manufacturers and Ukrainian developers, one of the central legal questions concerns the international transfer of goods, software and technology.
Exports from the European Union
The principal EU legislative instrument is Regulation (EU) 2021/821.
It establishes a control framework for exports, brokering services, technical assistance, transit and transfers involving relevant dual-use items.
The export of items listed in Annex I generally requires an appropriate authorisation.
However, not every drone component is automatically classified as a dual-use item.
Classification depends on technical characteristics, functionality and the applicable control entries. Military-item controls and restrictions related to end-use must also be considered separately.
Article 12 of the Regulation provides for several types of export authorisation:
Individual export authorisations.
Global export authorisations.
National general export authorisations.
Union general export authorisations.
Ukraine is not among the destinations covered by Union General Export Authorisation EU001.
This means that another applicable authorisation mechanism must be assessed. It does not mean that every export necessarily requires an individual licence.
In the Netherlands, the Central Import and Export Office (CDIU) is responsible for handling applications for strategic-goods export authorisations.
Intangible transfers of controlled technology and software, including transfers through electronic communications, require particular attention.
Technology Transfers from Ukraine
Cooperation in the opposite direction requires an independent legal assessment.
Ukrainian Law No 549-IV of 20 February 2003 regulates state control over international transfers of military and dual-use goods.
Consequently, establishing a joint venture, transferring technical drawings or providing a European partner with access to controlled technology may require an assessment of Ukrainian export-control restrictions and authorisation procedures.
For example, a European manufacturer may provide production facilities while a Ukrainian developer contributes software, technical documentation and research results.
Such a structure requires separate consideration of:
Which goods and technologies are subject to export controls.
Which activities constitute controlled international transfers.
Which authorisations or exemptions apply on each side.
Who owns the pre-existing and jointly developed intellectual property.
Which restrictions govern subsequent use, transfer or re-export of the technology.
CORVUS practical implications
For dual-use projects, the classification of goods and technologies should take place before final commercial commitments are made.
At the term-sheet stage, the parties should at least identify potential authorisation requirements, allocate responsibility for obtaining licences and assess how regulatory decisions may affect the project timetable.
Otherwise, export controls may become an obstacle after investments, production commitments and delivery schedules have already been agreed.
4. Due Diligence of Ukrainian Assets: Sanctions, Ownership and War-Related Risks
The conference programme includes discussions on state-owned enterprise reform, privatisation and investment in strategic sectors.
For a European investor, acquiring a Ukrainian asset requires more than standard corporate and financial due diligence.
The Ukrainian legal framework and the practical enforcement of rights under wartime conditions are also material considerations.
Sanctions Risks
The assessment should cover applicable EU and Ukrainian restrictive measures and, where there is a relevant jurisdictional connection, sanctions regimes of other countries, including the United States.
It is necessary to examine not only matches against sanctions lists but also ownership and control structures.
Historical changes in beneficial ownership may be relevant when assessing the origin of an asset, previous transactions and potential sanctions circumvention.
However, the fact that a former owner is subject to sanctions does not automatically make every transaction involving the asset unlawful. The applicable regime and factual circumstances require separate assessment.
Legal Status of the Asset
The review should cover:
Ownership rights and their acquisition history.
Registered encumbrances, mortgages and restrictions on disposal.
Litigation, asset seizures and available information concerning proceedings affecting the asset.
The seller's corporate authority and required approvals.
Special privatisation conditions, where the asset was previously state-owned.
Access to Ukrainian registers and the completeness of available information may be restricted. The absence of a recorded encumbrance does not necessarily confirm the absence of legal risk.
War-Related Risks
For infrastructure, industrial and energy assets, particular attention should be paid to:
Location and exposure to military threats.
Physical condition and operational feasibility.
Restrictions on access and use.
Availability and scope of war-risk insurance.
The ability to perform contracts and restore operations.
War-risk insurance may form part of the investment structure, but its availability, exclusions and coverage limits require separate examination.
Competition Law
When acquiring shares or assets, investors must determine whether merger clearance from the Antimonopoly Committee of Ukraine is required.
The assessment should consider applicable jurisdictional thresholds, group structure and any relevant exemptions.
CORVUS practical implications
Legal due diligence of Ukrainian assets should follow a dedicated work programme addressing Ukrainian law, sanctions restrictions, corporate structures, war-related risks and the practical enforceability of obligations.
Seller warranties and indemnities in a Share Purchase Agreement (SPA) remain important risk-allocation mechanisms, but they cannot replace an adequate legal investigation of the asset.
5. What Companies Should Do After the Warsaw Conference
The conference can provide a starting point for new European–Ukrainian projects.
Its commercial value will depend not on the number of documents signed, but on the ability of participants to convert preliminary understandings into legally viable and financeable projects.
CORVUS recommends the following sequence of actions.
First — identify the funding mechanism.
Determine whether the proposed structure involves public procurement, a grant, loan, guarantee, investment or blended financing. Then assess the applicable requirements and restrictions.
Second — verify the partnership structure.
Conduct preliminary checks on participants, their legal status, ownership and control, sanctions exposure and eligibility for the selected funding instrument.
Third — structure preliminary agreements correctly.
In an MoU, LoI or term sheet, distinguish binding from non-binding provisions, determine the applicable law and dispute-resolution mechanisms, and allocate costs and responsibilities.
Fourth — assess export controls and intellectual property.
For defence and dual-use projects, verify technology classifications, applicable authorisations, transfer restrictions and ownership of jointly developed intellectual property.
Fifth — prepare investment due diligence.
When acquiring Ukrainian assets, include dedicated reviews of corporate rights, sanctions, encumbrances, merger-control approvals and war-related risks.
Companies not attending the Warsaw events in person can still explore business contacts through the Rebuild Ukraine Matchmaking Platform.
According to the organisers, online meetings are scheduled for 14–22 November 2026, with registration remaining open until 22 November. The matchmaking meetings themselves are free of charge; participation in the physical exhibition requires a valid admission ticket or the relevant exhibitor accreditation.
Conclusion
A memorandum of understanding should be treated neither as a worthless document nor as a guarantee of a future transaction.
In European–Ukrainian investment projects, its legal significance depends on the substance of the parties' obligations and the applicable law. Access to financing is a separate matter, governed by the rules of the relevant funding mechanism and decisions of the authorised financial institutions.
This assessment is particularly important for projects involving the defence industry, unmanned systems, critical infrastructure and the acquisition of Ukrainian assets.
In these sectors, legal restrictions can directly affect partner selection, consortium structure, delivery schedules, project costs and access to investment.
The transition from a signed memorandum to a financeable project begins with a legally sound transaction structure.
At this stage, law is not merely a compliance exercise. It becomes an instrument for making defensible investment decisions.
Disclaimer
This article has been prepared by CORVUS AI for general informational and educational purposes only. It is intended to make complex legal and regulatory developments easier to understand.
It does not constitute legal advice and does not create a professional adviser–client relationship. The information should not be relied upon as a substitute for advice based on the specific facts, circumstances and applicable law relevant to your organisation or project.
The article reflects our understanding of the law and regulatory framework as of the date of publication. Legislation, case law, regulatory guidance and administrative practice may subsequently change. While reasonable care has been taken in preparing this article, CORVUS AI does not warrant that the information is complete or remains current after the date of publication. We do not undertake to update this content.
To the fullest extent permitted by applicable law, CORVUS AI excludes liability for loss arising from reliance on this article. Nothing in this article constitutes an offer or solicitation to provide regulated legal services in any jurisdiction where doing so would be unlawful.
AI-assisted preparation: This article was prepared with the assistance of AI tools. Its legal analysis, conclusions and final text were subject to human review and editorial control and were reviewed and approved prior to publication by Oleksandr Sobovyi, Founder & CEO of CORVUS AI. CORVUS AI retains editorial responsibility for the published content.
For advice tailored to your organisation, project or specific circumstances, please contact CORVUS AI.
About the Author
Oleksandr Sobovyi
Founder of CORVUS AI, a Netherlands-based EU legal and regulatory advisory practice focusing on EU law, cross-border projects, AI governance, sanctions, export controls and European–Ukrainian cooperation.
He previously held senior legal leadership positions at Ukraine's Ministry of Defence and Ministry of Justice.
CORVUS AI | Netherlands
Primary Sources
Conference and Financing
European Commission — EU–Ukraine Investment Conference, 11 November 2026
UkraineInvest — Funding Solutions for Investment Projects in Ukraine
Ukraine Facility
Regulation (EU) 2024/792 — Consolidated Version, 27 February 2026
Resolution of the Cabinet of Ministers of Ukraine No 1178, as amended
Contract Law and Case Law
Export Control
Editorial disclosure: Artificial intelligence tools were used in preparing this article. The legal analysis, substantive editing and decision to publish are subject to final human review and approval by Oleksandr Sobovyi, founder of CORVUS AI.
This article reflects the legal framework and publicly available information as of 12 November 2026. It is provided for general information purposes and does not constitute legal advice or a legal opinion concerning any specific transaction.
