Retentions are amounts held back from the purchase price payable at the completion of an M&A sale contract. They can be used:

Money is typically placed in a retention account, jointly controlled by the seller and the buyer (or their respective lawyers). It is only released in accordance with joint instructions given under the provisions of the contract. If there is a dispute and the parties cannot agree, the money remains in the retention account and the matter is referred to court or arbitration.

In theory, retention accounts could be structured within the law, but there is no clear and defined case history to follow.

Escrow arrangements are similar to a retention account. However, the money is deposited with a third party who holds it "in escrow" for the parties and only releases it in accordance with the terms of the escrow contract or a court order.

Escrow arrangements are widely used in international deals when signed (but undated) completion documents, security instruments and original share and title certificates are deposited with an escrow agent and then released when the completion monies transfer is made and the transaction has completed.

Escrow arrangements are not currently recognised.