If you find yourself faced with complex financial transactions that require the expertise of a truly independent third party, our Special Corporate Financial Services (SCFS) proactively helps customers by designing powerful solutions.

Staffed with seasoned escrow professionals, experienced funds management operations staff, and other financial transaction problem solvers, SCFS offers a wide range of transaction facilitation tools including escrows, laddered payment structures, credit-risk reducing tools, and related services. We also provide innovative cash management tools, with all the necessary documentation and reporting to keep you up to date.

For example, we’ve taken the escrow concept and customized it far beyond its real-estate roots to suit the needs of clients who require an objective third party to facilitate and protect parties in a financial transaction.

We also make it possible for you to do business today, and yet defer the recognition and allocation of funds ownership and tax implications until a given future date or event.

  • For law firms, we’ve held and processed trust accounts, beneficiary settlements for class action suits, and provided trust account management and solutions for other attorney-client transactions…and we do the 1099 work.
  • For merger and acquisition situations and corporate divestitures, we offer warranty and indemnification services, safekeeping/custody services for stock certificates and source codes, stock redemption/stock swap/stock purchase, as well as key management retention packages and severance package escrows.
  • For start-ups and seasoned companies alike—with or without limited credit history—SCFS provides a reliable mechanism to assure future payments for advertising costs, manufacturers’ invoices, employment severance and key personnel retention packages.
  • For the securities industry, we provide a variety of Special Reserve and other SEC-compliant depository services.
  • A 1031 exchange allows an investor, like you, to dispose of an existing real property for another “like-kind” investment, by deferring income on the transaction. Comerica will work with you to provide a structure to achieve a qualified deferral, strategic reinvestment into the replacement property, and a competitive return on the tax deferred proceeds1. A reverse exchange allows an investor to acquire “like-kind” replacement property prior to disposing of an existing property, and deferring income on the transaction. SCFS Reverse Exchange, LLC, a subsidiary of Comerica Bank, will work with you and your advisor to provide a structure to achieve a qualified deferral.
  • We’ve handled cost-saving alternatives to letters of credit situations, set up stock subscription and private placement services, created deferred commission payment services, held stock certificates and exchanged them for cash or stock, and facilitated mergers and acquisitions.

As part of one of the nation’s largest financial institutions, SCFS can provide “one-stop” shopping for all your finance and banking requirements.

Examples of escrow-based transactions

Because each situation is unique, and because our solutions are often customized to suit them, our services are always evolving. They include:

Merger and acquisition services

  • Stock redemption/issuance for cash or stock
  • General representations and warranties
  • Tax-related matters
  • Key employee management retention packages
  • Intellectual property/intangibles deferred valuation escrows
  • Performance earn-out escrows

Payment guarantee, funds availability, and security deposit services

  • Landlords
  • Advertising agencies
  • Pre-paid rent control
  • Tenant improvements
  • Deferred sales commissions pending qualification periods
  • Entertainment salary management
  • Wind-down funds management
  • Credit risk mitigation

Section 1031 tax-deferred capital gains accommodator and depository services

  • Deferred exchanges
  • Funds into LLC/TIC

Collection and disbursement accounts and escrow services

  • Tuition payment programs
  • Bulk sale without liquor license
  • Bulk sale with liquor license
  • Entertainment production syndication, residuals collection
  • Franchise royalty holding accounts
  • Government settlements (e.g. tobacco manufacturers) public trust funds
  • Insurance industry premium collection, claims settlement
  • Lease and loan servicing
  • Liquor license transfer only
  • Safekeeping/custody
    • Source code, trade secrets/formulas, intellectual property
  • Security deposit
    • Leases and licensing agreements
  • Value-added reseller funds segregation and disbursement
  • Vendor services
    • Internet sales support/merchant card services in escrow

Legal profession services

  • Trust accounting and segregated funds management
  • Civil/class action depository and structured services
  • Structured settlement services

Stock subscription/private placement escrow accounts

  • Private placement investor impound accounts
  • Venture capital funds
    • Investment pools
    • Emerging growth

Transaction risk reduction tools

  • Laddered risk payment program
  • Letter of Credit alternatives

Securities industry specialized depository services

  • Special reserve 15c3 accounts
    • Direct deposit for trust model
  • Pass-through FDIC insurance
  • Sale of securitized real estate

Subscription real estate

  • Partnerships, limited liability companies, tenants in common, REITS

Contractor retention

  • Public works projects
  • Private general contractor/subcontractor

Complex funds tracking and reporting (consolidation/sub-accounting)

  • Segregated funds management
  • Funded reserve and sinking funds
  • Stock warrants administration

Employment services

  • Severance/salary package escrows

Of course, if you don’t see what you need, please ask. We look forward to the opportunity to create a new solution to meet your specific needs. For more information, contact Comerica’s Special Corporate Financial Services today at 800.710.8597.