A purported transfer of goodwill or knowhow separately from the related business may not be effective

Given a judicial view that goodwill is inseparable from the business to which it adds value, it would appear that the accrued gain on goodwill cannot be realized apart from a disposition of the business.

Knowhow might be considered to have been disposed of only if the transferor can no longer avail itself of the knowledge in question—for example, where it sells the business to which the knowledge relates. An exception may exist if the knowhow is of a type that can be clearly documented and separated from the employees who developed it.

Neal Armstrong. Summary of Alison Spiers, "ECP Planning: Some Practical Considerations", Canadian Tax Focus, Vol. 6, No. 4, November 2016, p 1 under s. 248(1) – disposition.