Escrow shifts from back-office tool to core transaction driver

by Josephine Cato • -359 min ago
Escrow shifts from back-office tool to core transaction driver
Titanium Escrow office interior.

According to Ibrahim Kamalmaz, founder and chief executive of Titanium Escrow, escrow is shifting from merely protecting funds to serving as a core component in the design and completion of complex, high-value global transactions.

From holding funds to enabling deals

At the Finance in Focus 2026 event hosted by Law Middle East, Ibrahim Kamalmaz, founder and CEO of Titanium Escrow, discussed the rising demand for adaptable escrow solutions in sectors like mergers and acquisitions, restructuring, private credit, and real estate. This growth mirrors the UAE’s evolving financial system. Since its inception in 2020, Titanium Escrow has managed over $6 billion in transactions across more than 1,000 cases, both regionally and globally, as shared with editor Angus Anderson.

Solving a Problem in the Car Trade

Kamalmaz’s venture into escrow services stemmed from a problematic car transaction during his banking career. This incident highlighted the absence of an independent entity to safeguard funds and ensure transactions adhered to agreed terms. After consulting lawyers and regulators, he identified a market gap for escrow services. In 2017, he collaborated with Abu Dhabi Global Market to establish a regulatory framework for his business.

One of the biggest misconceptions about escrow, Kamalmaz said, is that it simply involves placing money in an account until a transaction completes. Instead, he described the service as the infrastructure through which a transaction progresses, with funds released at specified stages once agreed requirements have been met. He illustrated this with a recent matter involving a distressed company selling assets. The transaction required the escrow account to be funded, a payment to be made before a share transfer could complete, and a court-appointed agent to take control of the account following completion. The arrangement involved several mechanisms, each supporting a different stage of the transaction.

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Escrow is transitioning from a back-office function to a critical timeline driver in transactions, especially complex ones where fund release depends on multiple parties, documents, and milestones. A well-structured escrow arrangement ensures funds move only when conditions are met, providing certainty for all involved parties.

Moving Past Traditional Banking Methods

Kamalmaz said the UAE’s traditional escrow options have included offshore arrangements, managers’ cheques, and services provided by local banks. However, he argued that some conventional banking processes can be slow, involving separate onboarding for each party, wet-ink signatures, and limited flexibility around unusual transaction structures. Titanium Escrow uses digital know-your-customer processes and offers different release mechanisms, including single-party and multi-party arrangements.

For lawyers negotiating transactions, the distinction between the underlying sale and purchase agreement and the escrow agreement is an important consideration. Kamalmaz said a recurring challenge arises when counsel transfers the language of an SPA directly into an escrow agreement without accounting for the different functions of the two documents. Titanium Escrow seeks to keep its agreements independent of the SPA, with the escrow arrangement focused on the mechanical operation of the account and its release conditions. The objective is to avoid unnecessary complications while ensuring the mechanism supports the transaction’s intended outcome.

Compliance is another central component of the model. Kamalmaz said the company treats anti-money laundering requirements as an advantage, with due diligence forming part of its responsibility to protect both sides of a transaction. Its processes include verifying the parties, establishing the source of funds, screening against sanctions lists, and understanding the underlying economic substance of each deal. The company also applies a risk-based approach to the transactions it accepts. Kamalmaz said it generally avoids certain high-risk commodity transactions, including those involving gold and oil, while focusing on areas such as M&A, capital markets, and real estate.

From Passive Holding to Programmable Trust

Escrow has historically served as a passive mechanism for holding assets, but the market is shifting toward active, programmable trust structures. The evolution toward digital escrow reflects a broader trend in regional finance, where institutions are moving away from legacy banking workflows toward more automated and verifiable systems.

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Kamalmaz said the challenge is to make onboarding as efficient as possible without compromising regulatory obligations. Looking ahead, he identified private credit as an area where escrow infrastructure could support the development of the UAE’s financial markets. In conventional lending, banks can control repayment flows through accounts they already operate. A lender financing a shopping mall, for example, might require rental income from tenants to flow into a designated account, with receipts distributed between the lender and property owner according to an agreed payment structure. Similar arrangements can become more complicated outside traditional banking, where the infrastructure for collecting receivables, segregating funds, and applying payment priorities may not be readily available.

Titanium Escrow is supporting private credit providers with receivables and funding accounts, including mechanisms that determine the order in which different parties are paid. While he described the UAE private credit market as being at an early stage, he said it appeared to be growing.

Future applications and market outlook

Tokenized assets present another opportunity for escrow services. In tokenized real estate transactions, escrow can manage investor funds, conduct KYC checks, and hold consideration for token issuance. The process also works in reverse, distributing proceeds to investors upon token redemption.

Kamalmaz noted that tokenisation remains at an early stage, but said the regulatory approach in the UAE would be important to its development.

Looking Ahead at Market Trends

Despite geopolitical pressures and a slowdown in M&A activity, Kamalmaz said Titanium Escrow continued to see a robust flow of transactions. Restructuring matters had featured prominently, particularly involving real estate assets sold below par.

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He anticipated potential demand from hospitality and food and beverage businesses. He also identified government-related transactions as an area of potential growth, pointing to UAE Law No. 5 of 2026 on public-private partnerships as an opportunity for private entities to work with the government through subcontracting arrangements.

Capital markets would remain another focus, he said, as the UAE continued to develop its financial infrastructure.

For Kamalmaz, the company’s growth has been driven in part by referrals between lawyers who have worked with its services on previous deals. Its advantage, he argued, lies in specialising in escrow, understanding the local market, and remaining flexible enough to accommodate specific requirements.

Finance in Focus 2026 was supported by partners Al Tamimi & Company, BSA Law, Hadef & Partners, Datasite, and Titanium Escrow. It took place on May 19, 2026 at The St. Regis Downtown Dubai.

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