SPA - Director

Overview

A professional services firm is seeking a Director to join their Restructuring and Dispute Resolution Advisory practice. This role focuses on advising buyers, sellers, and their counsel on the financial mechanics embedded in M&A transactions, with a primary emphasis on Sale and Purchase Agreement (SPA) review.

This is a remote position, though occasional presence at an office may be required for client work, team meetings, or training sessions.

Responsibilities

SPA Review & Pre-Signing Advisory (Primary Focus)

• Lead SPA financial review engagements for buyer and seller clients, covering purchase price definitions, closing statement obligations, working capital target methodology, and dispute resolution procedures.
• Analyze Accounting Principles schedules, assessing the hierarchy between GAAP, historical practice, and Sample Calculation constraints; identify exposures and advise on language to resolve ambiguities before signing.
• Review Sample Calculations line by line, stress-test methodologies against defined terms, and flag inconsistencies with operative agreement language.
• Evaluate earn-out provisions, including EBITDA and revenue definitions, measurement period mechanics, buyer conduct obligations, and dispute resolution processes; advise on drafting gaps.
• Advise on closing mechanism selection (closing accounts vs. locked box) and associated risk profiles, including leakage carve-outs and pricing date implications.
• Produce clear, well-structured written deliverables such as marked-up agreement commentary, issue memoranda, and redlined language suitable for legal counsel and senior client stakeholders.
• Engage directly with M&A counsel and deal teams to negotiate and resolve SPA financial definitions, including participation in drafting calls and document review cycles.

Closing Statement Advisory

• Lead preparation and review of closing statement calculations, including net working capital, cash, indebtedness, and transaction expenses, applying Accounting Principles as drafted.
• Interpret and apply Accounting Principles hierarchies in specific closing adjustments, advising clients on defensible positions.
• Review and challenge buyer-prepared closing statements on behalf of seller clients and vice versa, including preparation of Objection Notices with general ledger-level support.
• Manage post-signing timelines and coordinate with legal counsel, management, and financial advisors through closing and review windows.

Post-Closing Dispute Support

• Serve as lead accounting advisor in post-closing purchase price disputes, including working capital true-up and earn-out disagreements.
• Develop and present technical accounting positions grounded in SPA language, GAAP, and industry practice; prepare expert-ready schedules and written position papers.
• Assess opposing party positions and identify weaknesses in accounting methodology, SPA interpretation, or calculation mechanics.
• Coordinate with outside legal counsel and potentially serve as a testifying or consulting expert in dispute proceedings.

Practice Development & Leadership

• Mentor and develop Managers and Senior Associates on SPA financial mechanics, accounting principles analysis, and client engagement execution.
• Contribute to business development efforts, including proposal preparation, client presentations, and thought leadership content.
• Support growth of the SPA Advisory practice through consistent delivery quality, client relationships, and professional reputation.

Requirements

• 8+ years of relevant experience in transaction advisory, M&A due diligence, or related disciplines at a public accounting firm or advisory boutique, with meaningful exposure to SPA financial terms and closing mechanics.
• Demonstrable experience reviewing Sale and Purchase Agreements at the financial definition level, including Accounting Principles schedules, Sample Calculations, working capital target methodologies, and purchase price adjustment mechanisms.
• Deep working knowledge of U.S. GAAP, with ability to apply and interpret standards such as ASC 606, ASC 450, and ASC 855 in the context of SPA-defined accounting obligations.
• Ability to identify ambiguity and structural risk in SPA financial language and translate analysis into clear written advice for clients and legal counsel.
• Experience with closing statement mechanics and working capital true-up processes in advisory or dispute contexts.
• CPA or equivalent professional qualification.
• Exceptional written communication skills, capable of producing high-quality written deliverables under deal timelines.

Preferred Qualifications

• Experience advising on earn-out provisions, including EBITDA and revenue definition analysis and buyer conduct obligation drafting.
• Familiarity with closing accounts and locked box mechanisms, including leakage carve-out analysis.
• Prior involvement in post-closing purchase price disputes, including preparation of Objection Notices or submissions to Independent Accountants.
• Background at Big 4 or leading mid-market advisory firms, ideally within transaction services or SPA advisory teams.
• JD or advanced degree in accounting, finance, or economics (preferred but not required).

Compensation & Benefits

• Salary range for Advisory Director/Managing Director in Colorado: $200,000 to $300,000, dependent on skills, experience, qualifications, location, and applicable laws.
• Total rewards package includes discretionary performance bonus, generous paid time off, expanded and inclusive parental benefits, and access to learning and development platforms.

Location

• Remote position with potential occasional office presence as needed.
• Salary range specified for Colorado location.

Equal Opportunity

The employer is committed to building a diverse, equitable, and inclusive workplace. All qualified applicants will receive consideration without regard to race, color, religion, sex, sexual orientation, gender identity, age, national origin, protected veteran status, or disability.

Applicants with disabilities requiring assistance during the recruitment process are encouraged to request accommodations through designated channels.