Escrow Agreement in M&A

Escrow Agreement in M&A: Everything You Need to Know

Mergers and acquisitions (M&A) are complex transactions that involve the transfer of ownership of a company. During M&A, there are several risks involved, such as financial, legal, and regulatory risks. Escrow agreements are used in M&A to mitigate these risks and protect both the buyer and seller.

What is an Escrow Agreement?

An escrow agreement is a legal contract between the buyer, seller, and a neutral third party, known as the escrow agent. The escrow agent holds a sum of money or assets in an escrow account until certain conditions are met. The funds are often held for a specified period, usually six months to a year, depending on the terms of the agreement.

Why Use an Escrow Agreement in M&A?

An escrow agreement is used in M&A to protect both the buyer and seller from unforeseen circumstances that may arise after the closing of the deal. The escrow funds can be used to cover any liabilities, such as tax liabilities, legal claims, or warranty claims, that arise after the closing of the deal.

Benefits of an Escrow Agreement in M&A

1. Risk Mitigation: Escrow agreements provide a mechanism to mitigate the risks associated with M&A transactions. By holding funds in escrow, the buyer and seller can be assured that any liabilities that arise after the closing of the deal will be covered.

2. Increased Trust: An escrow agreement can increase trust between the buyer and seller. By agreeing to an escrow, both parties can be assured that the other party is committed to completing the transaction.

3. Easier Negotiations: Escrow agreements can simplify negotiations by providing a clear mechanism for resolving any disputes that may arise. If there is a dispute, the funds held in escrow can be used to resolve the issue.

How Does an Escrow Agreement Work?

An escrow agreement typically includes the following steps:

1. Creation of Escrow Account: The buyer and seller agree to create an escrow account with the chosen escrow agent.

2. Deposit of Funds: The buyer deposits the agreed amount into the escrow account.

3. Closing of the Deal: Once the deal is closed, the funds are transferred from the escrow account to the seller.

4. Escrow Period: The escrow period begins after the closing of the deal. During this period, the funds held in escrow will be used to cover any liabilities that arise.

5. Release of Funds: After the escrow period has ended, the funds are released to the seller if there are no liabilities.


Escrow agreements are an essential tool for mitigating risks in M&A transactions. They provide a mechanism for both parties to protect themselves from unforeseen liabilities that may arise after closing. By using an escrow agreement, both parties can be assured that the transaction will be completed successfully. If you are involved in an M&A transaction, consider using an escrow agreement to protect yourself from potential risks.

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