SSS · SPA & Share Transfer Agreements

What should the escrow percentage be?

The market range varies by transaction; what is decisive is the risk inventory (tax, litigation, environmental). The duration and release conditions are negotiated as much as the percentage…

Updated · July 20261 min readCategory · SPA & Share Transfer Agreements
Short answer

The market range varies by transaction; what is decisive is the risk inventory (tax, litigation, environmental). The duration and release conditions are negotiated as much as the percentage.

The market range varies by transaction; what is decisive is the risk inventory (tax, litigation, environmental). The duration and release conditions are negotiated as much as the percentage.

The percentage is only half the design. Releases can be staged so that each tranche falls away as a specific risk lapses — a tax period closing, a pending case ending. Fit the structure to the risk inventory instead of reaching for a round market number.

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