Escrow agreements are essential to most significant business and real estate transactions. They are mechanisms for allocating risks – whether for non-performance or contingent liabilities – among the parties to the transaction. In business transactions, an investor in a capital funding deal or a buyer in a merger transaction may be unwilling to close the transaction unless funds are held back until certain contingencies fail to materialize. In real estate deals from construction projects to leasing, counter-parties mitigate the risk of non-performance through escrow arrangements. But escrow agreements are fraught with potential conflicts and traps that may give rise to delays in finally closing a transaction. This program will provide you with a practical guide to drafting effective escrow agreements in business and real estate transactions, risk allocation, conflict avoidance and working with escrow agents.
Drafting and using escrow agreements in business and real estate transactions
Essential terms – scope, reps & warranties, money or property held, instructions to agents, investments
Escrow in mergers and acquisitions, capital raising, and ordinary business transactions
Uses in construction and development deals, leasing, and in buying and selling property
Notice and claim procedures for first-party claimants & mitigating risk of third-party/creditor claims
Identifying the right escrow agent or title company, and clearing potential conflicts Speaker:
Peter C. Buck
is a partner in the Charlotte, North Carolina office of Robinson, Bradshaw & Hinson, P.A., where his practice focuses on mergers and acquisitions, energy law, banking and finance. Earlier in his career, he served as deputy general counsel of Duke Energy Corporation. He has been named in the book “The International Who’s Who of Corporate Governance Lawyers” and has served as chair of the corporations committee of the North Carolina Bar Association Business Law Section. He earned his A.B. from Duke University and his J.D. from Duke University School of Law.John S. Hollyfield
is of counsel and a former partner in the Houston office Norton Rose Fulbright, LLP. He has more than 40 years’ experience in real estate law practice. He formerly served as chair of the ABA Real Property, Probate and Trust Law Section, president of the American College of Real Estate Lawyers, and chair of the Anglo-American Real Property Institute. He has been named a "Texas Super Lawyer" in Real Estate Law by Texas Monthly magazine and is listed in Who’s Who in American Law. He is co-editor of Modern Banking and Lending Forms (4th Edition), published by Warren, Gorham & Lamont. He received his B.B.A. from the University of Texas and his LL.B. from the University of Texas School of Law.Manuel A. Fernandez
is partner in the Miami office of Akerman, LLP, where he has an extensive real estate practice representing commercial mortgage lenders, developers, and institutional and non-institutional investors in connection with the acquisition, development, financing, leasing and management of commercial and residential real estate assets and distressed real estate transactions. He also represents hedge funds, pension funds, and other real estate opportunity funds in connection with joint ventures. Mr. Fernandez received his B.A., cum laude, from the University of Miami and his J.D., magna cum laude, from the University of Miami School of Law.
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