Steven Cooling v HMRC

In Steven Cooling v HMRC [2015] UKFTT 223 (19 May 2015) the FTT confirmed that the waiver of a debt was part of the consideration for CGT purposes.

Mr Cooling had sold 99.9% of the share capital of ‘Target’. Prior to executing the share purchase agreement he had entered into an asset purchase agreement with the company to purchase several assets. The share purchase agreement provided that the £297 638.95 debt owed by Mr Cooling to Target as a result of the asset purchase agreement would not be recovered by Target. The issue was whether this amount was part of the consideration for the share disposal.

The FTT found that the tripartite arrangement under which Mr Cooling would not be required to pay for the assets purchased from Target only made sense in the context of the disposal of the shares in Target. Mr Cooling had therefore received...