For transaction counsel
Appointment, onboarding and release, in the order you will need them
Written for the person drafting the escrow provisions. It sets out what Titanium needs at first instruction, what the agreement has to settle, and the limit of Titanium's authority once funds are in.
Appointment
What Titanium needs at first instruction
None of this requires documents. It is the outline that lets Titanium tell you quickly whether it can act, and flag anything in the structure that will need attention.
The structure
What is being bought or settled, the vehicles involved and where they sit. Cross-border chains and newly formed vehicles change the onboarding position, so they are worth naming early.
The parties and their jurisdictions
Everyone who will send or receive money, not only the counterparties to the sale. Onboarding applies to recipients as well as funders.
The payee count
Onboarding is completed for each payee, so thirty employee shareholders across four jurisdictions takes longer than a single seller. Please tell us the payee count early, because onboarding is completed for each payee.
The timetable
Signing, completion, and any date the release mechanism keys off, such as a measurement period or a claim window.
The proposed release mechanics
How you intend release to be triggered. If that is still open, say so, and it becomes the first thing to settle.
Drafting
Three questions the agreement has to answer
Who may instruct, and what happens if one of them is unavailable. Please name the authorised signatories in the agreement, and provide for what happens if one of them is unavailable. Name the authorised parties, the permitted channel and the form an instruction must take.
Whether release runs on instruction or on evidence. If the trigger is a document, specify the document. Do not specify a standard of satisfaction. Titanium can confirm that a specified document has been produced. It cannot determine whether an obligation has been discharged, so the agreement should not require it to.
What happens when the parties disagree. The agreement should state the holding position and the escalation route without requiring Titanium to adjudicate the underlying dispute. Governing law and forum are yours to choose; Titanium does not impose a default and does not represent that any forum is usual.
Onboarding
What each party will be asked for
The precise list depends on the party's jurisdiction, structure and role. Titanium confirms the applicable list after its initial review.
Individuals
Identity and address verification, and evidence of source of funds where the individual is funding the arrangement.
Corporate parties
Constitutional documents, ownership and control structure, beneficial ownership above the applicable threshold, and authorised signatory evidence.
Funds and vehicles
Structure documentation, the manager or sponsor's own regulatory status where relevant, and the contributor position appropriate to the mandate.
Every receiving party
A distribution instruction cannot be processed for a payee who has not been onboarded. Onboarding for each receiving party has to be completed before a distribution instruction can be processed.
Screening
Sanctions and adverse media screening on the relevant parties. Enhanced due diligence is applied on a risk-assessed basis.
Release
The limit of Titanium's authority
Titanium acts on the release mechanism written into the agreement. That mechanism may require a valid instruction from the authorised parties, or documentary evidence expressly specified in the agreement. Funds are released in accordance with the agreement, subject to applicable law and regulatory requirements.
Titanium does not determine whether a condition precedent has been satisfied, whether a milestone has been achieved, whether a warranty claim is well-founded, or how a contested distribution should be resolved. It does not provide legal, tax or investment advice, and it has no lending or advisory relationship with any party to the transaction.
Titanium's role is mechanical, and a narrowly drafted authority is what allows it to act on the agreement as written. Titanium works from a standard escrow agency agreement prepared with international counsel, adapted to each transaction and available to transaction counsel on request.
Where to go next
Where to go next
M&A and corporate escrow
Holdbacks, earn-outs, indemnity reserves, completion adjustments and multi-party distributions, with the structure descriptions written narrowly.
M&A and corporateRegulatory and governance
Entity, permission, client money arrangements, financial crime controls, and the matters answered in a diligence exchange rather than published.
Regulatory and governanceVerified facts
The independently checkable facts with the source named, plus a versioned machine-readable copy for a knowledge system or diligence workflow.
Verified factsBefore appointing an agent
Authority, segregation, release, timing and documentation, in the order they arise on an appointment.
Appointment checklistDrafting the release mechanic
Conditions an agent can apply, the formulations that fail, and the conflicting instruction clause.
Release conditionsBring us in while the agreement is still open
We can comment on the release mechanism while the agreement is still in draft. Send the outline and we will tell you what the mechanics would look like.