Signature pages held in escrow, and how they are released.

Why deals are signed this way

So that nobody is bound until everybody is. A closing can need a dozen documents signed by people in different places, and conditions to be met besides: funds received, a consent given, a filing made. Collecting every signature on the day would hold the closing up; signing early, with the pages held, lets the closing happen the moment the last condition is met.

How it is usually done

Each side's lawyer sends the other its signed pages, often a day or two before the closing, with a note that they are held in escrow pending release. A checklist, usually a spreadsheet, tracks which pages have arrived and which conditions are outstanding. When everything is in place, the parties authorise the release, on a closing call or by email, and the pages are attached to the final versions of the documents, which are dated as of the closing. The American Bar Association's MAC Digital Documentation Protocol sets out practice for signing and closing electronically in M&A.

Where it goes wrong

A page signed against an old draft

The documents change after the pages were signed, and nobody can later say which version a page belonged to.

A page used before its release

A condition is still open, and a page is attached to a final document anyway.

A party that changes its mind

They withdraw by email, and it is unclear afterwards whether their page was still held at the moment of closing.

Dates that do not agree

Documents meant to be dated as of the closing carry the day each was signed, or a date typed in by hand.

A closing set put together weeks later

Somebody assembles the signed documents from email threads, and the set is only as complete as their search.

Doing it without emailing pages

In a ShareSign closing each person signs their documents from their own link, and the product holds the signatures instead of an inbox.

Held by the product, not by an email

When everyone has signed a document in a closing it is held: nothing is dated, completed or sent, and the signer is told so.

Released only when everything is clear

Release waits until every document is held and every condition is met or waived, and says exactly what is still open.

Withdrawal on the record

Until the release, a signer can take back a held signature; you are told who, on which document, and why.

Dated at closing

A date left for the closing is filled with the day of the release, in the closing's own time zone, on every document at once.

The set builds itself

At the release, one sealed binder: every signed document with its certificate, the conditions and the proof for each, checkable by anyone.