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Case Studies

Three cross-border deals, sanitized.

Different geographies, different OEMs, different structural answers. The three cases below have been anonymized but each is built from a Coussa Group cross-border engagement. They illustrate how the tax, regulatory, and OEM-friction mechanics described elsewhere in this section play out in practice.

What These Cases Show

Cross-border deals rarely look the same twice.

Each case below starts with a different problem and ends with a different structure. The common thread is that single-country advisors would have left material value on the table in each one.

US group acquires Quebec rooftop

A New England-based multi-store group with a six-rooftop platform acquires a single Toyota dealership in suburban Montreal. Bilateral OEM panel, ICA notification, LCGE-shaped seller proceeds.

Canadian group expands to southeastern US

A Quebec-headquartered Stellantis platform acquires a three-rooftop Chrysler-Dodge-Jeep-Ram cluster in metro Atlanta. Unified OEM approval, FIRPTA management, section 754 buyer election.

Quebec family with US-resident heirs

A retiring Quebec dealer principal with two children resident in California. Succession planning that survives cross-border estate-tax exposure.

Common thread

None of these transactions is structurally exotic. The work is keeping all four workstreams (tax, regulatory, OEM, commercial) coordinated — not solving any one in isolation.

Case 1 — US group acquires Quebec rooftop

The situation

A New England-based multi-store group operating six rooftops across Massachusetts and Vermont approaches Coussa Group with interest in acquiring a single Toyota dealership in the South Shore of Montreal. The seller is a second-generation Quebec dealer principal in his early 60s, exploring an unsolicited approach.

The structural questions

  • OEM: Toyota Canada Inc. consent. The buyer has no existing Canadian footprint.
  • Tax (seller): share sale with LCGE access vs asset sale. Buyer pushes for assets; seller's tax cost in asset structure exceeds $1.4M.
  • Tax (buyer): US holding structure to preserve future US-side optimization.
  • Regulatory: ICA notification (sub-threshold). Quebec language requirements on dealer-staff communications.

The outcome

Structured as a share sale of the Quebec operating company through a US-based Canadian holding subsidiary the buyer formed for the purpose. Section 88 bump preserved the buyer's ability to access stepped-up basis on the goodwill in the underlying Canadian assets. Seller fully utilized $2M of LCGE (spouse co-shareholder), shielded approximately $740K of tax. TCI approval came in 78 days — faster than average for first-time Canadian-market buyers. Close occurred 8 months after engagement, with the Quebec language compliance plan agreed pre-closing.

Case 2 — Canadian group expands to southeastern US

The situation

A Quebec-based dealer group running 11 Stellantis-brand rooftops across Quebec and Ontario approaches Coussa Group with a thesis: the southeastern US is the most fragmented and least competed regional dealership market in North America. They identify a three-rooftop Chrysler-Dodge-Jeep-Ram cluster in metropolitan Atlanta as the target.

The structural questions

  • OEM: Stellantis North America — unified approval panel. Buyer's existing Stellantis relationship is the strongest single positive.
  • Tax (buyer): US asset sale with section 754 step-up. Canadian-side structure to repatriate after-tax proceeds.
  • FIRPTA: not applicable to buyer side (buyer is acquiring, not selling), but buyer's Canadian operating structure must be evaluated for future US tax filing obligations.
  • Regulatory: CFIUS — not TID-criteria triggering, but voluntary safe-harbor filing recommended given buyer's Quebec headquarters.

The outcome

Structured as an asset purchase by a newly-formed Delaware LLC owned by the Canadian parent. Section 754 election made; estimated $2.8M of buyer-side tax benefit over 15-year amortization. CFIUS voluntary filing cleared in 32 days. Stellantis approval came in 71 days, expedited by existing buyer relationship. Total close: 9 months from engagement. The Quebec group is now actively evaluating a fourth rooftop in the same Atlanta market.

Case 3 — Quebec family with US-resident heirs

The situation

A retiring Quebec dealer principal, late 60s, owner of a single Honda dealership in the Eastern Townships. Two adult children, both resident in California for the last 15 years (one in tech, one in healthcare). Neither child interested in operating the dealership. The principal's estate plan, drafted by his Quebec notary, contemplates straightforward share transfer to the children at death.

The cross-border problem

The Quebec estate plan is materially incomplete. At the principal's death:

  • Canadian deemed disposition at fair market value — significant capital gains tax in the year of death.
  • US estate tax exposure on the inherited Canadian shares — the children are US persons. US estate-tax filing obligations.
  • Cross-border probate complexity — Quebec succession process plus California probate.
  • OEM consent — Honda Canada must approve any change of control, including involuntary changes via inheritance.

The outcome

Coussa Group recommended pre-mortem sale rather than estate transfer. Engaged a buyer 18 months pre-sale to allow LCGE eligibility maintenance (24-month holding period preserved). Structured as share sale with $1.016M LCGE per individual. Estate plan revised post-sale to handle after-tax proceeds rather than business assets, simplifying cross-border probate dramatically. Honda Canada approval was a non-event — the buyer had two existing Honda rooftops in adjacent markets. Seller closed at age 69, redirected proceeds into US-listed dividend portfolio that aligns better with children's eventual inheritance needs.

The pattern across all three casesNone of these transactions is structurally exotic. Each is a routine cross-border deal with the standard set of tax, regulatory, and OEM mechanics applied in parallel rather than in series. The work is keeping all four workstreams (tax, regulatory, OEM, commercial negotiation) coordinated — not solving any one of them in isolation.
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Coussa Group runs the full lifecycle — valuation, NDA-bound buyer process, regulatory review, OEM consent on both sides — as a single coordinated workstream.