Overview
Beyond providing strategic legal counsel, we offer a suite of integrated support services designed to manage the critical administrative and procedural mechanics of corporate transactions and governance. This allows our clients' management teams to focus on core business objectives, confident that the execution details are handled with precision and efficiency, mitigating execution risk and ensuring seamless deal flow.
Areas of Focus
SEC EDGAR Access
Account Establishment & Management (Form ID)
We manage the entire process of obtaining SEC EDGAR filing codes (CIK, CCC) by preparing and submitting the notarized Form ID application. We coordinate the remote online notarization with a qualified U.S. notary, providing full technical support. Acting under a Power of Attorney (POA), we then serve as the Account Administrator, managing and monitoring the account on your behalf.
Transaction Escrow
As a neutral third-party fiduciary, we provide escrow services governed by a negotiated Escrow Agreement. The agreement is established with all counterparties and defines the specific conditions for the release of assets. All client assets are held in a dedicated, segregated client trust account (IOLTA). Our function is to perform impartial verification of condition fulfillment and execute disbursements strictly according to the agreement's instructions.
Independent Agent Role
We act as an independent agent whose obligations are defined by the terms of the Escrow Agreement, serving all parties as specified therein.
Escrow Agreement Drafting & Negotiation
We participate with counterparties in the drafting and negotiation of the Escrow Agreement to document the release conditions and mechanics of the transaction.
Segregated IOLTA Accounts
Assets are held in a segregated IOLTA (Interest on Lawyers' Trust Accounts) client trust account for the duration of the escrow period.
Process Monitoring & Disbursements
Our process includes account setup, monitoring of contractual conditions, and the execution of fund disbursements upon verification of trigger events.
Common Applications
Typical use cases include mergers and acquisitions (such as purchase price holdbacks and indemnification funds), litigation and dispute settlements, intellectual property and technology licensing, cross-border trade and commerce, real estate transactions, and capital raising and subscription funds.
Paying Agent Services
We act as a central paying agent to administer the distribution of merger consideration to the target company's securityholders. The service is designed to manage the procedural and logistical aspects of the payout process, from calculation to reporting, in accordance with the terms of the definitive merger agreement.
Entitlement Calculation & Verification
We handle the calculation and verification of each securityholder's entitlement based on the specifications of the merger agreement.
Securityholder Communications
We manage securityholder communications, including the distribution of Letters of Transmittal and related documents, and serve as a point of contact for procedural inquiries.
Tax Withholding & Reporting
We coordinate required tax withholding (including FIRPTA) and prepare associated tax forms and reports as instructed.
Final Accounting & Reconciliation
Upon completion of the distribution process, we provide a final accounting and reconciliation report to designated parties.