Second US-Ukraine minerals agreement: a preliminary assessment
- Matthew Parish
- Mar 31
- 4 min read
A leaked document, purporting to be a second US-Ukraine minerals investment agreement that President Volodymyr Zelenskyy has commented upon in recent days, has surfaced on social media, shedding light on the preliminary state of negotiations between the two countries regarding critical mineral investments. Contrary to widespread media reports, the document, which this author has reviewed, is not a substantive agreement on investment terms but rather a generic legal template for a Delaware General Partnership, prepared with little evident input on the specificities of the investment project it seeks to govern.
The document itself, which the author of this article was able to find on public social media with only about half an hour's work (allegedly leaked by a former Ukrainian government minister with the permission of the Ukrainian government), can be found here (only an English language version appears to exist) and consists of 55 pages of technical legal language:
The Nature of the Leaked Document
At its core, the document is a standard precedent used by US law firms to establish a General Partnership between two corporate entities—one serving as the investor and the other as the recipient of investments. The agreement sets out typical corporate governance structures, voting rights, representations, and warranties, as well as mechanisms for investment allocation and profit distribution. However the document remains incomplete, with numerous blank spaces where essential details, including the identities of the general partner and the limited partner, should be.
Furthermore the document lacks fundamental substance regarding the scope of US investment in Ukraine’s mineral sector. The agreement includes a placeholder for a schedule listing investment sites and opportunities, but that schedule is entirely blank. Similarly, while the document references the US International Development Finance Corporation (DFC), a federal government entity that provides assistance to US private companies in politically risky parts of the world, as a financing entity, it does not name any private sector participants who would undertake the actual work of infrastructure development, resource exploration, or mineral extraction. Nor does it mention any Ukrainian legal institutions that would participate in the investment partnership.
A Hastily Prepared Legal Framework
One of the most striking aspects of the leaked document is its apparent lack of detailed legal and corporate structuring. Though intended as an agreement under Delaware law, the document features a standard boilerplate clause submitting disputes to New York jurisdiction—an inconsistency that suggests it was prepared in haste, likely by a New York law firm, rather than being a fully vetted and bespoke legal instrument crafted with careful coordination between the parties.
The absence of a clearly identified Ukrainian counterparty further complicates the agreement’s viability. For the partnership structure to function properly, Ukraine must determine which governmental or corporate entities will assume the role of the limited partner and in what proportions (if there is more than one). This raises critical questions about how Delaware’s corporate legal framework will interact with Ukraine’s domestic legal structures and investment regulations, necessitating expert corporate law advice on both sides before the document can be considered operational.
The Challenge of Turning a Template into a Real Agreement
As it stands, the leaked document provides little indication of the real terms under which US investment will flow into Ukraine’s mineral sector. Negotiating a fully executable agreement will require extensive work, including:
Technical and Infrastructure Planning: Identifying viable investment sites, assessing mineral deposits, and planning infrastructure for extraction and processing.
Investment Structuring: Determining how Ukrainian and US entities will participate in and benefit from the partnership.
Legal and Regulatory Harmonisation: Ensuring compliance with both Ukrainian and US laws while addressing jurisdictional and governance concerns.
Given these complexities, finalising a comprehensive investment agreement will take considerable time. Lawyers can only draft an effective contract once technical and investment experts have reached concrete agreements on the nature and scope of the projects to be undertaken and then communicated those details to expert lawyers in energy and mineral extraction agreements who can put the technical details agreed into legal wording, involving complex negotiations. This process can take hundreds, if not thousands, of person-hours of technical and legal work, as well as extensive site visits by experts and lawyers.
Conclusion
While the existence and leak of the second US-Ukraine minerals investment agreement has generated considerable media attention, the document itself offers little insight into the real substance of US investments in Ukraine’s mineral sector. Rather, it appears to be a rapidly assembled legal template that lacks critical details and specificity.
Before this framework can evolve into a binding agreement, both the US and Ukrainian sides will need to engage in extensive due diligence, technical planning, and legal structuring to ensure that the partnership is workable, legally sound, and beneficial to both parties. Until then, any claims about the finalised nature of US investment in Ukraine’s mineral resources should be viewed with scepticism.
Finally, President Zelenskyy has insisted that no such agreement can interfere with Ukraine's accession process into the European Union. He is right to bear this concern in mind, as a number of principles relating in particular to the free movement of capital (a core pillar of the European Union's four freedoms architecture) might be relevant to this document. So the agreement will have to be subject to the input of EU lawyers too. But it is far too early for that, as at the current time all we have is an off-the-shelf, complex but standard-form, Delaware investment agreement.
