The proceeds of disposition of the shares of Company A are determined pursuant to an earnout clause, which is based on the future earnings generated by Company B (whose shares are held by Company A), so that the earnout feature relates only to the underlying goodwill of Company B. Is the cost recovery method available?
CRA indicated that the mere fact that the earnout feature relates to the underlying goodwill of Company B will not preclude the application of the cost recovery method. This position reverses 2013-0480561E5 and instead follows the approach in 2015-0589471R3.
The interpretive issue stems from IT-426R, para. 1, which refers to the “underlying assets of the corporation,” and this position is applying that approach.