Should Financial Advisors List Their Practice? The Truth Behind RIA Practice Listings

The Truth About Listing a Financial Advisory or RIA Practice — And Why It’s a Strategic Advantage, Not a Weakness. For many financial advisors and RIA owners, the idea of “listing” their practice triggers an immediate sense of resistance. It can feel public, vulnerable, and even risky. Some envision a Craigslist-style listing that signals desperation. Others fear clients or staff discovering the news prematurely. And nearly every advisor has heard some version of the belief that good practices don’t need listings — the right buyer will just appear. These assumptions have created one of the most pervasive misconceptions in the financial advisory industry. Yet, as SRG’s extensive experience shows, listing your practice is not a last resort — it’s a leadership decision. A strategic accelerator. A valuation maximizer. A risk-reducing mechanism. In today’s competitive advisory marketplace, listing a practice confidentially and professionally is one of the most effective ways to uncover qualified buyers, increase value, and protect clients. Let’s break down the real truth behind the myth. Why the Myth Exists in the Financial Advisor & RIA Space 1. Misunderstanding What “Listing” Actually Means Many advisors imagine a public posting revealing: their name their AUM their client list their revenue their intent to exit In reality, professional listings (like those SRG facilitates) are private, controlled, gated, and fully confidential. Are You Ready to Exit? Download SRG’s Seller Readiness eBook Selling your business can seem like a daunting task. Our Seller Readiness E-Book identifies crucial elements for you to think about as you begin the process of finding your successor. 2. Fear of Optics Financial advisors and RIA owners often pride themselves on stability, trust, and continuity. They fear that listing creates the perception of instability. 3. Desire for Simplicity Selling to a colleague or local advisor feels easier — even if it lowers valuation or increases risk. 4. Believing “Good Practices Sell Themselves” This mentality reinforces the idea that a listing is only for advisors struggling to find a buyer. Each of these fears is rooted in emotional instinct — not reality. The Reality: Listing Is One of the Strongest Strategic Moves an Advisor Can Make 1. A listing is confidential, controlled, and entirely seller-driven. A proper advisory practice listing is not public. SRG’s listing process is intentionally designed for discreet, confidential outreach. Nothing is posted publicly. Nothing is shared without a signed NDA. Your name, your client list, your financials, and your intentions are all protected until you decide otherwise. A listing is not a “for sale” sign — it’s a structured, professionally managed expression of interest designed to attract qualified buyers, not curiosity seekers. 2. Listing expands your buyer pool — and competition directly increases value. One of the biggest risks in a sale is limiting yourself to too few candidates. When sellers only talk to their friend, their junior advisor, or a single referral, they drastically reduce competitive tension — which often translates to: lower upfront value less favorable terms weaker client transition support longer seller obligations A listing introduces strategic choice. It brings in candidates you would never meet otherwise — candidates you can compare, interview, and evaluate. It gives you leverage and a clearer understanding of what the market is willing to pay. 3. Listing doesn’t lock you into anything – it gives you optionality Many sellers think that once they list, they’ve “started the clock” or agreed to sell. Not true. Listing simply opens the door. You can: proceed delay pause or walk away entirely You control the pace. You control the communication. You choose when — or if — you accept any offer. A listing is optionality, not commitment. 4. Listing allows SRG to screen out 90% of unqualified, unprepared, and unaligned buyers. Without a structured process, sellers are forced to field calls from anyone with a passing interest — tire-kickers, undercapitalized advisors, mismatched cultures, and buyers who lack financing. With SRG managing the listing, you never deal with: buyers who don’t meet financial requirements advisors who only want the “top 20% of your book” competitors fishing for information firms with no capacity for transition management This prevents wasted time, misalignment, and unnecessary exposure. 5. Listing allows you to shape the narrative, not react to it. When you proactively list with a structured process, you become the pilot — not the passenger. You determine: How buyers perceive your practice How clients are introduced How staff is prepared How your brand and legacy are represented What strengths are highlighted What risks are managed Without a listing, buyers create their own narrative — usually based on incomplete or inaccurate assumptions. Listing is how you take control of your story. 6. A listing is a sign of good business ownership – not desperation Strategic buyers respond best to strategic sellers. Listings demonstrate that you are intentional, organized, committed to continuity, financially informed, and proactive. This increases confidence –  which increases deal quality. 7. A Well-Crafted Listing Attracts Sophisticated Buyers A high-quality listing is not a generic advertisement. SRG creates a professionally structured profile backed by: Certified valuation Financial review Client demographic analysis Transition planning strategy Risk-adjusted value modeling Deal structure guidance This positions your practice as a premium opportunity, not an anonymous listing. In fact, many of the highest-value sales SRG has executed in the past decade started with a listing — because listings generate healthy competition that private conversations cannot. Conclusion: Listing Is Not a Sign of Weakness — It’s a Sign of Intentional Leadership Advisors don’t list because they’re weak. They list because they are: Strategic Responsible business owners who plan rather than react protective of their clients committed to a good transition honoring their family’s financial future protecting the legacy of their firm – including the employees who helped build it maximizing value reducing risk taking control of their exit A listing is not an exit — it’s the beginning of a well-managed, thoughtful, confidential exploration of your options. Used correctly, it positions sellers for the strongest valuation, best buyer, and smoothest

RIA Leaders: Top 10 firms by number of financial advisors for 2025

By: Tobias SalingerPublishing Date: November 25, 2025  Whether or not publicly traded wealth management firms disclose their headcounts of financial advisors in their quarterly earnings, the number represents a closely watched industry metric. So the below rankings of fee-only registered investment advisory firms with the most advisors in Financial Planning’s annual RIA Leaders study reveal which companies are hiring and training at the largest volume. Executives that have led giant wealth management firms such as Ameriprise, Wells Fargo Advisors, Morgan Stanley and Merrill to remove their quarterly headcount figures frequently argue that the number of advisors is no longer as important as the amount of client assets, organic growth, productivity or, of course, revenue and profit.  On the other hand, advisor headcount affects each of those other figures. And the firm with more advisors than any other, LPL Financial, proudly shared the size of its ranks of 32,128 advisors at the end of the third quarter. Fee-only RIAs such as Savant Wealth Management, Moneta Group Investment Advisors and EP Wealth Advisors don’t approach that level of scale. However, they’re operating in a field with a stagnant overall headcount of advisors, a massive succession challenge amid looming retirements and a possible hiring shortfall in the face of growing consumer demand for advice.  Technology may solve part of those problems, said David Grau, the CEO of consulting firm Succession Resource Group. He compared the potential of technology like artificial intelligence to the difference between moving a big pile of wood with or without a wheelbarrow.  While there’s “obviously a need” to hire more advisors, that dearth of incoming talent isn’t “as bad or as out of proportion as we have made it out to be in the past,” due to the AI and other tech, Grau said. To read the full article, please visit:  https://www.financial-planning.com/list/fee-only-rias-with-the-most-financial-advisors-in-2025 Disclaimer This article was first published by Tobias Salinger The original article can be found here. All rights to the original content are held by FinancialPlanning.com.

The RIA founder’s dilemma: Choose your successor or sell

By: Tobias SalingerPublishing Date: November 24, 2025 This is the 28th installment in a Financial Planning series by Chief Correspondent Tobias Salinger on how to build a successful RIA. See the previous stories here, or find them by following Salinger on LinkedIn. Registered investment advisory firm founders who build profitable businesses with a stable base of clients must one day decide how they would like to pick a successor.  With around a third of the industry’s financial advisors expecting to retire in the next decade and a looming potential shortfall of professionals compared to the demand for advice, RIA  successors will either emerge internally or through an acquisition. One path at that fork in the road likely poses a more lucrative exit from the field, but with less autonomy about the transition of clients to a new advisor after selling the firm. The other trail enshrines an advisor’s legacy with those clients under the same company with hand-picked successors. But developing those successors has proven challenging for many firms that are simultaneously fielding higher bids from RIA aggregators. Internal successions equate to a “natural discount of at least 30%” compared to selling to private equity-backed firms and other RIA and advisory team consolidators, said Steven Tenney, a former advisor who is the founder of consulting and RIA coaching firm Grandview & Co. and the author of a new book published earlier this month called, “RIA Succession Alpha.” They also require “empowering the next generation of successors,” so that “the firm starts to run on its own, with less input from the founder,” he noted. After an RIA has created its plan, its one or more owners and their team must work together through the transition. “Without clarity, you’re aimless, and so you’ve got to start there,” Tenney said. “Many people treat succession planning as an event, as opposed to a necessary part of business. There is near-perfect overlap between succession planning and good business planning. It’s one and the same.” To read the full article, please visit:  https://www.financial-planning.com/news/how-to-hire-and-advance-an-ria-successor Disclaimer This article was first published by Tobias Salinger The original article can be found here. All rights to the original content are held by FinancialPlanning.com.

Building a Lasting Legacy Through Equity Sharing with Brian Cochran

Turning Ownership Into Opportunity For Brian Cochran’s second-generation advisory firm, the path toward long-term success required more than just organic growth; it required intentional career-building for continued legacy and internal succession. After assuming full ownership of the business, the firm’s new leader recognized a critical opportunity: transform equity participation from a future concept into a tangible, motivating force for key team members. Although Brian’s firm already had a robust benefits structure, its principal understood that true retention goes beyond compensation. The next step was to create a deeper sense of belonging and shared purpose. The challenge wasn’t just deciding if to share equity — it was determining how to do it in a way that aligned with his vision for the firm. The owner knew that opening the door to ownership could be transformative, but it also carried risks. The firm wanted to reward and retain high performers without compromising financial stability or creating future complications. Among the key questions they faced: Timing plays a key role in shaping both value and price. A valuation is a recurring tool that helps you plan proactively—identifying opportunities to strengthen your business and enhance value before you need to act. In contrast, price happens once, when your firm, finances, and personal goals are all aligned and ready for transition. Recognizing that the stakes were high, the firm sought expert guidance to design a plan that would balance growth, fairness, and sustainability. The Turning Point: Choosing Succession Resource Group Brian Cochran turned to SRG’s Equity Sharing team, led by Julia Sexton, CVA®, Director of Strategic Organization Planning. The decision to partner with SRG was rooted in one defining principle: expertise matters. What impressed Brian most was SRG’s ability to ask the right questions. Rather than offering prepackaged solutions, SRG invested the time to deeply understand the firm’s structure, team culture, and long-term vision. Each conversation helped Brian’s firm refine its objectives and uncover what truly made his practice unique. The Discovery Process: Defining the Dual Goals As the project unfolded, SRG helped Brian Cochran articulate two distinct yet complementary goals: The Strategy Through deep discussion and scenario modeling, SRG helped Brian’s firm recognize that these objectives could be met through a two-part strategy. This flexible dual-plan design enabled Brian’s firm to reward both tenure and potential, ensuring that no key contributor was left out of the long-term vision. The Solution: Designing a Balanced and Sustainable Plan Led by Julia Sexton, CVA®, Director of Strategic Organization Planning, SRG developed a personalized plan that aligned with the firm’s culture and goals. The resulting Equity Sharing Plan provided a balanced framework that: Key Features of the Plan Implementation: A Seamless Process with Expert Guidance One of Brian’s early concerns was how complex and intimidating the process might be. SRG’s structured, hands-on approach quickly alleviated those fears. SRG coordinated directly with the firm’s tax advisor, ensuring alignment at every stage. They clearly explained each option, its implications, and its benefits, translating technical and legal details into actionable insights. From a legal and administrative perspective, SRG’s diligence and communication created peace of mind. Nothing fell through the cracks, and every step built confidence in the final outcome. The Rollout: Bringing the Team On Board Once the plan was finalized, the firm turned its attention to rollout and communication, a critical step in ensuring understanding and enthusiasm with the team. SRG equipped Brian Cochran with the necessary tools, talking points, and documentation to facilitate one-on-one conversations with eligible team members. These personalized discussions helped participants understand: The Client’s Reflection: Confidence in the Future Reflecting on the process, Brian Cochran expressed deep satisfaction with the results and gratitude for SRG’s partnership. The success of the plan reinforced a broader insight: succession and equity planning aren’t just about ownership, they’re about creating a culture of shared success. The Takeaway: Partnership That Builds the Future This case exemplifies SRG’s mission to help advisors, RIAs, and other financial firms align their people, purpose, and planning for enduring success. Through the thoughtful leadership of Julia Sexton CVA®, Brian Cochran gained not just a plan but a strategic framework for growth, retention, and value-building initiatives. The Equity Sharing Plan now serves as both a meaningful reward system and career-building roadmap, ensuring that the firm’s brightest talent can build their future within the organization. Download the Case Study Please enable JavaScript in your browser to complete this form.Please enable JavaScript in your browser to complete this form. Name * FirstLast Phone Work Email *How Did You Hear About SRG? *— Select Choice —ConferenceDirect MailExisting/Past ClientGoogle AdWordsOtherReferralSocial MediaSeminar/WorkshopWebinarWebsite Download

Employment Agreements: The 10 Most Commonly Asked Questions

Overview This resource is designed to help financial services business owners navigate one of the most important, but often overlooked, aspects of running a firm: employment agreements. In this practical FAQ guide, SRG answers the ten most common questions about creating, implementing, and maintaining Employee and Contractor Agreements, drawing on decades of industry-specific experience. You’ll learn the key benefits of written agreements, how to avoid worker misclassification, how often agreements should be updated, and how to structure them to protect your firm while supporting staff growth. The guide also covers best practices for incorporating compensation terms, equity grants, non-solicitation provisions, and role descriptions, ensuring compliance and clarity for both employers and employees Created by SRG’s Director of Strategic Organizational Planning, Julia Sexton, CVA®, this guide distills years of hands-on experience helping firms design agreements that retain top talent, minimize risk, and safeguard long-term business value. DOWNLOAD NOW

Contingency Agreement Types: Protect What Matters Most

Secure Continuity, No Matter What. Overview Contingency planning at SRG is a proactive service designed for business owners who want to (and should want to) protect their firm and clients in the event of a triggering event (e.g., death, disability, or incapacity). These services help ensure business continuity by creating a customized transition or sale plan that outlines what will happen and who will take over. At Succession Resource Group, our team helps you choose the key features and details of a contingency plan to create a realistic and achievable contingency plan for your team, clients, and family, as well as the most appropriate type of agreement to achieve your unique goals. This article explains what contingency agreements you might consider implementing. Most Common Agreement Types Buy-Sell Agreement (One Way) Nature: A contractual obligation to purchase / sell upon a triggering event (e.g., death, disability, or incapacity). The contingency agreement itself does not represent the purchase / sale documentation; however, it defines who, when, at what price, and what terms the purchase will occur. Purpose: Ensures commitment and prioritization without finalizing a sale. Best For: Business owners who want a transition plan to protect their clients and business value with minimal disruption, and who have a willing buyer to name in such an agreement. Reciprocal Buy-Sell Agreement Nature: A mutual agreement where two firms (or individuals) agree to buy each other’s business if a triggering event (e.g., death, disability, or incapacity) occurs in either. Purpose: Provides peace of mind and shared protection between similarly situated firms. Reciprocal buy-sell agreements ensure commitment and prioritization without finalizing a sale. Best For: Business owners who have a mutual agreement to the terms of a transition plan to protect their clients and business value with minimal disruption. Retainer Agreement Nature: A service arrangement between the business owner(s) and Succession Resource Group (SRG), where SRG is contractually obligated to find a suitable buyer in the event of a triggering event (e.g., death, disability, or incapacity) to purchase your business. Purpose: Provides peace of mind to business owners who don’t have a contingency partner identified, but want to ensure their clients and business will be protected with minimal disruption. Best For: Business owners who want a backup plan with minimal disruption but don’t have a willing buyer to name in such a plan.

Contingency Planning FAQ

What is a contingency plan? A contingency plan is an agreement between two or more advisors designed to protect your business in case of your death, disability (temporary or permanent), loss of license, and possibly even retirement (although most plans do not deal with succession planning). There are a variety of plan types to solve for these issues:

A Legacy Preserved Under Pressure

When Time Is Short, the Right Partner Makes All the Difference Succession planning after advisor death is one of the most urgent and complex challenges a firm can face. When a long-time Hawaii-based financial advisor unexpectedly passed away, their family was left with a major challenge: how to transition a complex, high value practice in under 60 days while mourning the loss of their loved one. Without a succession plan in place, the estate faced potential client attrition, lost value, an employee in limbo, a lease payment, and industry regulated complications. That’s when the family reached out to the deceased advisors’ Practice Management Consultant who referred to them to Succession Resource Group for help. The Challenge Following the sudden death of the advisor, the estate was left without a succession plan or an interim servicing advisor in place. The practice itself had a strong revenue base, generating $684,227 in revenue (79.0% recurring) and serving 248 households. However, it faced several immediate and significant challenges. Among these was an active lease obligation with 33 months remaining, adding financial pressure during a time of uncertainty. Coordination with the broker-dealer and regulatory compliance were urgently needed, further complicating the estate’s efforts to stabilize the business. The most pressing concern was the urgent value risk—without swift action and a clear strategy for succession planning after advisor death, the estate stood to lose everything. Compounding the situation was the vulnerability of a key, loyal employee, whose future with the practice was uncertain and at risk. These factors combined to create a highly complex and time-sensitive situation for the estate in identifying and implementing a succession solution. The Strategy In the wake of a sudden death, SRG launched its Seller Advocacy Program to guide the estate through the transition. Despite having limited data and no prior valuation available, SRG quickly created a prospectus that allowed the estate to take immediate action. Through targeted outreach, the team sourced 32 qualified buyers—specifically focused on local options—to ensure continuity and client familiarity. 10 finalists were interviewed and negotiated offers were considered, giving the estate meaningful choices rather than a rushed exit. Importantly, SRG positioned the practice for maximum value—not just a fast transaction—helping preserve the seller’s legacy while protecting long-standing client relationships. By applying their expertise in succession planning after advisor death, SRG brought structure, strategy, and compassion to the business transaction at a time when the family, employee, and clients needed it most. The Results 12% Over asking price  100% Cash down upon closing 3.1% Over industry recurring revenue multiples 33-Month lease obligation assumed by buyer 100% Fee to SRG paid by buyer  100% Staff retained by buyer  Don’t Wait for the “What If” Be Prepared. Be Protected. What happens if life throws a curveball? Illness, injury, or worse—none of it waits for the right time. And when the unexpected hits, your clients, staff, and family may be left with more questions than answers. That’s why succession planning after advisor death is essential—not just for business continuity, but to protect everything you’ve worked so hard to build. Secure Your Legacy with SRG’s Contingency Retainer SRG’s Contingency Retainer is a proactive planning service empowers you to make critical decisions while you’re alive and well. You authorize a strategy to protect your business, define your wishes, and ensure your practice is positioned to transfer smoothly—no matter what happens tomorrow.

New York State Entity Publication Guide

Overview Congratulations on forming your LLC with the New York Secretary of State! To help you meet the state’s requirements, we’ve outlined the steps below to guide you through the mandatory publication process. Legal Requirement Under New York Limited Liability Company Law §206, within 120 days of formation or authorization, an LLC must publish a notice once each week for six consecutive weeks in two newspapers—one daily and one weekly—designated by the county clerk of the county in which the LLC’s office is located. A list of available publishers can be obtained from the county clerk’s website. Publication Timeline Within 120 days after filing the Articles of Organization or Application for Authority with the New York Department of State, the entity must publish a notice in two newspapers. These newspapers are designated by the county clerk of the county where the entity’s office is located, as stated in the Articles or Application. Newspaper Specifications One daily and one weekly newspaper must be used Publications must run for six successive weeks. The content must be either a copy of the Articles of Organization or Application for Authority or a notice containing its substance. Proof of Publication Obtain affidavits of publication from both newspapers. Complete a Certificate of Publication, which can be found on the following website: Link to Certificate of Publication Form. Mail these affidavits along with the Certificate of Publication and a check of $50 for the filing fee to: New York Department of State Division of Corporations One Commerce Plaza 99 Washington Avenue, Suite 600  Albany, NY 12231 For further details, visit the New York Department of State Division of Corporations website. Are you interested in entity support? Let’s Talk. SRG handles this entire process: setting up the publications, securing affidavits, and preparing the Certificate of Publication form, so all you have to do is submit it to the NY Department of State. Book a consultation with our team today and let’s get started.

New York State Society of Certified Public Accountants: Structuring the Deal: Taxation When Selling Your Financial Service Business

December 15, 2020 By: David Grau Jr., MBA, and Nicole Frey, CFPPublished Date: Oct 1, 2020 For professionals planning to purchase or sell a financial services book of business, the most common negotiating points are the purchase price, deal structure, timeline, and financing considerations. These are critical points to discuss and finalize before signing on the dotted line. It’s also important to be aware of the effect of the tax treatment on the deal and know the different tax structures commonly employed.     If not structured purposefully, the tax treatment of a deal may unintentionally favor either the seller or the buyer and can have a significant impact on the total value received/paid. Depending on what’s been negotiated, the majority of the sale proceeds may be classified as ordinary income or long-term capital gains.   Negotiating this early in the process will ensure that the purchase price can be adjusted up or down to balance the benefit. As a result, the tax allocation of the sale proceeds is one of the key elements of a deal structure and should be considered carefully by both parties.     Potential Deal Structures To decide which tax structure works best for the deal, the parties will enjoy some level of flexibility as long as they remain within the boundaries of current tax laws and the objectives of the transaction.  The first decision that must be made is what exactly is to be sold (assets and/or equity) before discussing how the purchase price should be allocated to a particular asset or equity or both.   The following are the two most common considerations:   Asset sale   In an asset sale, the buyer selects certain individual business assets to be purchased from the seller, with each asset having a specific dollar amount of the purchase price paid for it and allocated as such in the purchase agreement.   This includes the following primary categories (in addition to any tangibles that may be acquired): Personal goodwill: client relationships, rights to revenue, the reputation of the business (i.e., the book of business) Restrictive covenants: nonsolicitation, noncompete, and/or no-serve agreement with the seller. Post-closing transition assistance: services provided by the seller, such as assistance with client meetings, phone calls, emails, letters, etc.   Equity (stock) sale   Rather than buying individual assets, the buyer and seller may elect to make the seller’s business entity (e.g., corporation or LLC) the subject of the transaction and enter into a sale of the seller’s ownership interest in the entity. The transfer of the ownership in the entity allows the seller to transition all assets and the liabilities of the business to the buyer, including all— contracts, permits, licenses, and registrations.   Since both an asset sale or stock sale may ultimately result in long-term capital gains tax treatment for the seller, the choice is influenced greatly by the buyer’s preferences and whether there’s perceived value in buying the business entity.     Asset Sale: Categories and Tax Treatment The most common deal structure when buying or selling a financial services practice is a sale of assets, versus an equity-based sale. This does vary based on the size of the transaction; deals involving larger firms will more often employ an equity-based strategy to ensure the acquired business remains a going concern.   When purchasing the assets from a seller, it’s important to ensure that both buyer and seller agree on how the purchase price will be allocated for tax purposes, and such meeting of the minds should be included in the purchase and sale contracts.   Personal goodwill   The majority of the purchase price is typically allocated to personal goodwill—an IRC section 197 intangible asset consisting of the seller’s client relationships, reputation, expertise, and abilities. Year-to-date 2020, the average transaction for financial service professionals allocated 93% of the purchase price to personal goodwill, up from 91% in 2019. For the seller, the sale of personal goodwill should generate long-term capital gains tax treatment and be amortizable over 15 years by the buyer.       Post-closing transition support   Depending on the extent of the seller’s services to the buyer post-closing, compensation for these services can be either included in the purchase price (typically for limited services such as introducing the buyer to the transferred clients) or be paid in addition to the purchase price (for the seller’s expanded involvement post-closing beyond just transitioning clients).   As shown in Figure 1, the average transaction allocated 3% of the purchase price to the seller’s post-closing support, though this allocation tended to be greater on smaller deals. For the seller, they want to ensure only a de minimis portion of the purchase price is paid for their transition assistance, as this portion is labor and taxed as ordinary income, subject to Social Security and Medicare taxes.   The buyer, however, generally seeks to allocate more of the purchase price to the transition support, as this portion provides them a tax write-off in the allocated amount, pro-rated for the year in which the services were provided.   Restrictive covenants   To protect the buyer’s investment, the seller will commonly be required to enter into a restrictive covenants agreement (similar to personal goodwill, this too is an IRC section 197 intangible asset), whereby they promise not to compete with the buyer, solicit the buyer’s employees or vendors, or serve any of the clients the buyer purchased from the seller.   In exchange for this promise, the seller will receive a portion of the purchase price as consideration, resulting in ordinary income for the seller and a 15-year amortization by the buyer. Because this asset doesn’t produce a tax-favorable outcome for buyer or seller (relative to the alternatives previously described), neither party seeks to allocate any more than would be required to ensure the buyer has an enforceable contract.   Year-to-date 2020, the average transaction allocated 3% of the purchase price to restrictive covenants. Not allocating a portion of the purchase price to restrictive covenants may render the provisions unenforceable and otherwise confuse the intended tax