Cross-border dealership M&A, run as one process.
A US group acquiring a Canadian rooftop. A Canadian dealer principal expanding into Texas. A New England retiree selling to a buyer based in Quebec. The deal mechanics differ on each side of the border — but the transaction is one transaction. Coussa Group runs it that way.
Four places cross-border deals quietly lose money
A single-country advisor will tell you the deal works in their market. They are not wrong; they are incomplete. These are the four areas where the gap between the two markets shows up at close — and where the principal pays for it if no one is watching.
Different doors, different costs.
A share sale in Canada uses the Lifetime Capital Gains Exemption; the same transaction structured as an asset sale in the US triggers FIRPTA and section-754 considerations. The structure that minimizes tax for the seller is rarely the structure that minimizes risk for the buyer. Negotiating that gap is the work.
Two separate review tracks.
Investment Canada Act review on the Canadian side; CFIUS review where defense-adjacent or data-sensitive elements are present on the US side. Each has its own timeline, disclosure depth, and trip-wire thresholds. Treating them sequentially loses six to nine months a competing bidder doesn't lose.
The same brand, two different processes.
Toyota Canada's framework agreement is not Toyota Motor Sales USA's. Stellantis Canada and Stellantis North America have different succession panels. A buyer pre-approved in one market is a buyer who has not yet started the process in the other. Sequencing this work is the difference between an eight-month close and a fourteen-month close.
A 4% currency move can be the deal.
Purchase price negotiated in CAD, financing committed in USD, working capital trued up at close. The hedging decision usually gets made by the party with less FX exposure — which is rarely the seller. A cross-border-aware advisor models the FX exposure into the LOI rather than discovering it at the working-capital adjustment.
One transaction. Four phases. Both sides of the border, in parallel.
A cross-border deal is not two domestic deals stitched together. It is one transaction with two regulatory tracks running in parallel, two OEM consent processes running in parallel, and one negotiation. The phases below are how that work sequences without the eight-month delay a serial process would create.
Dual-jurisdiction valuation
Establish defensible valuation in both markets with the structure decision made up front, not at LOI.
- Quality-of-earnings reviewed under both US GAAP and Canadian ASPE
- Tax-structure pre-modeling: share vs asset, FIRPTA exposure, LCGE eligibility
- Real-estate separation analysis where PropCo crosses the border
Buyer outreach across both markets
Pre-qualified buyers from both sides of the border, all NDA-bound, all signaled to the same competitive process.
- Curated buyer shortlist that includes US groups, Canadian groups, PE-backed platforms
- Teaser → CIM release calibrated to cross-border information sensitivity
- Buyer pre-qualification includes capital-source jurisdiction
Parallel regulatory + OEM tracks
Investment Canada filing, CFIUS review where applicable, and OEM consent processes on both sides — running concurrently, not sequentially.
- Investment Canada Act notification or review threshold analysis
- OEM application packages prepared simultaneously for both manufacturer subsidiaries
- FX hedge structure negotiated into definitive agreement
Synchronized closing
Closing coordination across two legal regimes, two banking systems, two OEM authorizations.
- Working-capital adjustment with FX true-up logic from the LOI
- Cross-border tax filings: T2057, IRS 8023, state filings as required
- Transition plan tuned to OEM training and certification calendars on both sides
Three principals who keep finding us.
A cross-border practice attracts a specific set of clients. Three patterns we see repeatedly.
Canadian dealer principal selling to a US group
Often a multi-store group operator at retirement, with a buyer pool that includes US PE-backed consolidators. The premium versus a Canada-only buyer set is real — and so is the additional regulatory work. We make sure the LCGE election is preserved where it can be, and that Investment Canada doesn't surface as a closing-week question.
US group entering Canada (or vice versa)
The strategic case is usually clear: density in a metro, OEM relationship leverage, regional diversification. The execution case is where the deal gets won or lost. Our work pre-clears the regulatory questions before they show up in a competitive bid, and pre-positions OEM consent before the buyer is in front of a panel that doesn't know them.
Quebec or Ontario principals with US-resident heirs
The estate-planning case for a cross-border family is its own specialty. A succession plan that treats the rooftop as a Canadian asset and the heirs as US residents requires structure that is built upstream of the transaction, not at LOI. We coordinate with the principal's existing estate counsel rather than replacing it.
Four working chapters.
Each of the four areas above gets its own page — practical, specific, and written for principals who already know the basics and need the working detail.
Tax structure across the border
Share vs asset sale through a US-Canada lens. FIRPTA, treaty positions, LCGE eligibility, section-754 step-up, and the structure decisions that need to be made before a teaser goes out — not at the LOI.
Chapter 02 · RegulatoryInvestment Canada, CFIUS, and adjacent reviews
Notification thresholds, national-security review triggers, mandatory filings on each side, and how to sequence them so neither becomes the timeline-determining track.
Chapter 03 · OEM ConsentSame brand, different consent panel
How Toyota Canada vs Toyota Motor Sales USA, Stellantis Canada vs Stellantis North America, and the captives handle cross-border ownership transitions. What pre-qualification looks like in each.
Chapter 04 · Case StudiesThree deal narratives
Sanitized walk-throughs of three cross-border transactions: a US group acquiring a single Quebec rooftop, a Canadian multi-store group expanding into the southeastern US, and a family transition with US-resident heirs.
Two markets. One advisor. One conversation.
A 30-minute call is enough to know whether the cross-border angle changes the structure of your transaction. NDA-bound from the first reply. We don't ask anything we don't need.