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Drafting Escrow Agreements in Business and Commercial Transactions

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Description

Every escrow agreement has a degree of intrinsic uncertainty.

Whether the agreement is for the release of money, property title, software code, or something else, the escrow agent must determine whether certain conditions have been met before releasing the property held in escrow. That involves a degree of judgement, and like all judgments, subject to dispute.

In this sense, escrow agreements, which are intended to limit risk and enhance the certainty of a transaction, introduce another layer of risk. This puts a priority on carefully drafting the material details of the underlying transaction in as clear terms as possible.

This program provides a practical guide to drafting escrow agreements in transactions.

  • Defining conditions for release of property in basic, clear, explicit terms to reduce risk
  • Drafting release instructions to tightly synchronize with the underlying transaction
  • Inherent risks involved with escrow agent determinations
  • Co-mingled and held in trust funds v. segregated funds
  • Timing – how drafting too early might miss key terms in the underlying agreement
  • Choosing the right escrow agent depending on the nature of the transaction
  • Reducing escrow agent through E&O or other insurance

Contributors

  • Steven O. Weise

    Steven O. Weise is a partner in the Los Angeles office Proskauer Rose, LLP, where his practice encompasses all areas of commercial law. He has extensive experience in financings, particularly those secured by personal property. He also handles matters involving real property anti-deficiency laws, workouts, guarantees, sales of goods, letters of credit, commercial paper and checks, and investment securities. Mr. Weise formerly served as chair of the ABA Business Law Section. He has also served as a member of the Permanent Editorial Board of the UCC and as an Advisor to the UCC Code Article 9 Drafting Committee. Mr. Weise received his B.A. from Yale University and his J.D. from the University of California, Berkeley, Boalt Hall School of Law.

    Click here for more information about Steven.

July 27, 2023
Thu 1:00 PM EDT

Duration 1H 0M

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