The chapter in which proceeds become structure — or the family pays for the difference.
Three windows. Only one of them is the transaction.
The transaction itself is, in most engagements, the least architecturally consequential of the three windows. The investment bankers, the M&A counsel, the tax counsel attending to the documents — these are matters of execution, and they reward specialist counsel doing what specialist counsel does best.
The pre-transaction window is the one in which the after-tax outcome is materially shaped. The lifetime capital gains exemption multiplied across the family. The purification of the operating company so that its shares qualify. The freeze sequencing, the spousal share classes, the pre-sale charitable strategy. None of this can be composed in the closing month; some of it requires twenty-four months of patient structural work to put in place.
The post-transaction window is the one most families do not arrive prepared for. Liquid capital, freshly arrived, with no architecture beneath it. The investment policy, the entity layering for the proceeds, the new estate position, the philanthropic timing, the family conversations the new balance sheet provokes. The work of the year following a sale is, structurally, of equal weight to the work of the years preceding it.
Four points at which the architecture compounds.
Each is composed in coordination with the family’s existing tax and legal counsel, sequenced to the transaction window, and documented before any irreversible step is taken.
Pre-transaction architecture, twenty-four months out.
The lifetime capital gains exemption multiplied across the family under s. 110.6 of the Income Tax Act. The purification of the operating company so that the shares qualify as QSBC. Family share classes introduced ahead of the holding-period requirements. The s. 84.1 anti-surplus-stripping considerations weighed against the transaction structure. None of it can be added at the eleventh hour; it is compose-or-forgo.
The deal table, coordinated.
M&A counsel, tax counsel, investment banking, and the family’s own advisors at one table on a written cadence. Senatus convenes and holds the architectural mandate; the transactional disciplines proceed under their own counsel. The objective is that the structural decisions made for tax and the structural decisions made for the deal arrive in the same conversation rather than on different desks.
Year one, for the proceeds.
The entity layering for the freshly arrived capital. The investment policy composed for the family rather than against a benchmark. The philanthropic timing — donation of QSBC shares before sale, where structure permits, materially exceeds donation of cash after. The cross-border position, if any, formalised before the first reporting cycle. The architecture for compounding the proceeds across the next decade.
The estate, freshly liquid.
A balance sheet that was illiquid for fifteen years is suddenly liquid. The estate plan written for the operating company no longer fits. The wills, the trusts, the powers of attorney, the cross-border wills set if relevant — all are reviewed against the new position. Insurance held to fund the deemed disposition is restructured against the now-liquid estate. The work is rarely complex; it is consequential, and almost always overdue by the time it is undertaken.
Three windows. Three workstreams. One mandate held across all three.
Engagements that begin in the pre-transaction window are the ones in which the family’s after-tax position is most materially shaped. We compose the structural work in coordination with the family’s tax and legal counsel, and document the position in a Family Policy Statement that governs the relationship through the transaction and beyond.
Engagements that begin at or near the transaction itself are the ones in which the post-transaction architecture matters most. We hold the year-one workstream — entity, investment, estate, philanthropy — while the transactional disciplines complete their own work. The relationship continues into a steady cadence of quarterly reviews and proactive coordination as the proceeds compound.
“The deal closed in March. The architecture for the proceeds had been composed the prior September — the entity structure, the investment policy, the philanthropic timing, the estate update. The first quarter after close was the calmest of the entire transaction.”
If a transaction is on the horizon, in motion, or recently closed, the next step is a private conversation.
Senatus accepts a limited number of new relationships each year, predominantly through private referral. A member of the Private Office will respond, in confidence, within twenty-four hours.
Request a Private ConversationTwelve adjacent audiences.
Most principals belong to more than one. The architecture is composed for the family in front of us; the descriptions below are how families most often arrive.