Special Transactions

The Midnight group will purchase equity of business entities (corporations, trusts or partnerships) at a modest price discount, and then sell the assets to another entity owned by the vendor, to a third party, or to the Midnight private equity arm. If another entity controlled by the vendor purchases the assets, that entity would be well-positioned to resell the assets to another party. The Midnight group will absorb the due diligence, complexities, issues, income taxes and other costs associated with buying the equity of a business entity and then selling the assets, in order to provide a clean break for the vendor while allowing the purchaser of the assets to enjoy a fresh start. The strategy also allows vendors to use safe income and capital dividend tax planning techniques that are common with equity sales.

Contact our specialists

  • specialist_person
    Jon Gilbert
    Executive Vice President
    Before joining Midnight, Jon was a lawyer who practiced in all areas of tax law, with an emphasis on corporate/trust tax planning and international tax planning. In addition, Jon has conducted tax litigation both in private practice and as a tax litigator with the Department of Justice (Canada), and has extensive experience managing the audit process and dealing with the Canada Revenue Agency.
  • specialist_person
    Ray Hupfer
    Vice President, Business Development
    Ray is a lawyer and Chartered Accountant. He has more than 30 years of experience in tax, mergers and acquisitions and estate planning. He is currently and has in the past served on the boards of charitable organizations, including the role of chair.
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