In 2025, US firms have significantly increased their acquisitions of UK tech companies—and according to City AM, June 2025 alone marked the highest deal volume of the year, with US bidders accounting for 35% of the activity, closely trailing local acquirers at 41%. As competition intensifies, establishing trust and ensuring asset protection—especially for intellectual property—has never been more important.
Why Escrow Matters in Tech M&A
Tech transactions involving proprietary algorithms, source code, or sensitive data demand tangible protections. US escrow services managed by licensed US attorneys can hold critical assets until agreed conditions—such as regulatory approvals or functional validation—are satisfied. This not only preserves trust but also enables smoother deal execution.
A well-drafted commercial contract agreement London legal teams prepare often includes escrow provisions that outline who holds the assets, under what conditions funds or IP are released, and what happens if issues emerge post-completion. When the escrow is governed under US law and managed by a US attorney, UK tech sellers and US buyers both benefit from enforceability and compliance with US jurisdictional requirements.
Real-World Trends & Market Dynamics
In a recent report carried out by Bayes Business School and Global Law Firm Taylor Wessing, 74% of dealmakers expressed confidence in the M&A outlook—with UK and US markets ranking particularly high (92% and 98% positive sentiment respectively). Despite macroeconomic headwinds, tech-focused cross-border acquisitions remain resilient, making structured safeguards like escrow essential.
Further, dealmakers identified post-deal integration as the top risk in cross-border M&A—underscoring the need for legal clarity and asset continuity, both of which escrow services uk arrangements can support.
The Escrow Mechanics in US-Governed Deals
- Identify Escrow Assets – Commonly a portion of the purchase price to be held back as security, source code, core IP, or milestone-based deliverables.
- Draft Deployment Terms – Thecommercial contract agreement drafted by lawyers will define release triggers, verification mechanisms, and dispute resolution steps, ensuring alignment with US escrow laws.
- Select Escrow Agent – There are a few options, but Abrams Law, as US attorneys licensed to practise in the United States, can act as the escrow agent, ensuring a more personal arrangement that is fully compliant with US legal and regulatory standards.
- Deposit & Hold – Assets or funds are placed in a regulated US attorney trust account while deal conditions are met. Abrams Law runs an IOLA account with Citibank – Interest on Lawyer Account. This is a type of attorney escrow account in which lawyers can pool the small or briefly held deposits of multiple clients. Collectively, the interest from IOLA accounts is used for grants to civil legal aid organizations, in our case, across New York State (…so the interest on your funds are doing some public good!)
- Release or Drawdown – Funds/assets are released when milestones are achieved—or held longer if post-closing issues arise.
Example in Action
The Abrams Law team have worked on a variety of deals in the capacity of an Escrow Agent. Mergers and Acquisitions, Cross-Border Trade and E-commerce, Software and Technology Development, Legal Disputes and Settlements
Most recently, we have worked on a number of transactions between US Private Equity Buyers and the selling shareholders of a UK IT services companies.
The US Buyers almost always insist on using an escrow agent to hold back a portion of the purchase price as security for the Buyer against the warranties and indemnities in the purchase agreement and it was agreed that Abrams Law’s escrow offering – with the funds held securely in Abrams Law’s US attorney trust account – was a good fit.
On completion of each deal, after the terms of the Escrow arrangement and the final documents were agreed, a portion of the purchase price was transferred to the firm’s account and held in Escrow in accordance with certain agreed milestones and primarily, conditional on there being no claims under the Warranties and Indemnities of the purchase agreement.
Accordingly, within the agreed timeframes where there are no claims by the Buyers and within an agreed number of days following each milestone, the funds are released.
This particular arrangement highlighted the collaborative efforts between a number of parties – including UK solicitors’ Mergers and Acquisitions & commercial contract agreement London team, as well as an American law firm in London and Abrams.Law, which worked seamlessly together, to ensure escrow terms would withstand scrutiny under both UK and US legal frameworks. The escrow was released as anticipated, reinforcing confidence on both sides.
Why This Matters to Your Business
With tech M&A surging and strategic investors increasingly looking across borders, escrow provides reassurance that assets remain secure until obligations are fulfilled. Using a US attorney as your escrow agent ensures that funds and assets are held under the robust framework of US law, providing greater certainty in enforcement and compliance.
Why Choose Abrams Law?
At Abrams Law, we bring dual-qualified expertise as both UK solicitors and US attorneys licensed to practise in the United States. This allows us to:
- Provide US-based escrow and paymaster services trusted by businesses including tech companies and founders on both sides of the Atlantic.
- Draft ironclad commercial contract agreements Londoncounsel relies on, aligned with US enforceability.
- Collaborate seamlessly with American law firms in London to ensure smooth cross-border execution.
Protect your funds and innovations—and your deal—through expert US escrow structuring and management.
Jonathan Abrams is a licensed attorney at law and has served as both Paymaster and Escrow Agent in various types of transactions.
If your company has a high-value transaction that requires the expertise and care of a paymaster or escrow agent, contact Abrams.Law.
Explore our Technology Escrow Solutions or contact us at +44 208 004 7016 / info@abramslaw.co.uk to learn how we can secure your next cross-border technology transaction.
