03 / Escrow

M&A Escrow


Guiding corporate transactions to an orderly closing.

03M&A Escrow

Corporate transactions.Orderly through to closing.

In company acquisitions and investments, Valoris holds purchase prices or retentions until closing or until agreed warranty periods expire. Releases are made strictly according to the conditions set out in the purchase agreement.

  • Closing settlement

    Release is coordinated with completion of the transaction.

  • Retentions and warranties

    Holding partial amounts for warranty and guarantee periods.

  • Coordination with advisers

    Alignment with the legal advisers of both parties.

  1. Contract review

    Check of the escrow provisions in the purchase agreement.

  2. Deposit

    Payment of the purchase price or retention.

  3. Closing conditions

    Evidence of the agreed completion conditions.

  4. Release

    Payout under the contract, including in tranches.

  5. Final settlement

    Release of remaining amounts once periods expire.

Your benefit

Predictable completion.


Buyer and seller gain a neutral party that settles the closing in accordance with the contract.

Typical situations

When this mandatemakes sense.

Some situations in which clients use this service. Is your matter different? Get in touch.

  • 01

    Company acquisitions (share deal or asset deal)

  • 02

    Purchase price retentions for warranties and guarantees

  • 03

    Earn-out arrangements with deferred payment

  • 04

    Investments subject to conditions precedent

Before accepting a mandate, we check whether a specific project can be taken on as an escrow mandate – including identification of all parties under the German Anti-Money Laundering Act (GwG). More on compliance

Frequently asked

Good to know.Before you start.

What is an escrow mandate?

In an escrow mandate, one party deposits money, rights or documents with Valoris as a neutral party. They are released to the other party only once the conditions agreed in advance have been verifiably met.

Who defines the release conditions?

The parties agree the release conditions together with Valoris before the mandate begins. Valoris only releases once the agreed evidence is available – or when all parties jointly instruct the release.

What happens if the parties do not agree?

How to proceed in this case is defined in advance – for example, holding the deposit until a joint instruction or a court decision. Valoris does not decide the dispute itself but acts in accordance with the agreement.

How are fees agreed?

The effort depends on the type of transaction, its volume and duration. We discuss these points before accepting the mandate and set out the fee in the escrow agreement.

The next step

Your matter deserves a personal conversation.

Tell us about your project. Together we will define the right mandate framework – by phone at +49 30 921 06 105 or by email.

Discuss your mandate No-obligation introduction