Overview
A professional services firm is seeking a Senior Associate to join their Restructuring and Dispute Resolution Advisory practice. This role focuses on SPA (Stock Purchase Agreement) financial analysis and advisory, supporting buyers, sellers, and their counsel in M&A transactions. The position is remote but may require occasional presence at an office for client work, meetings, or training.
Responsibilities
SPA Review & Pre-Signing Advisory
- Assist and progressively lead SPA financial review engagements, including purchase price definitions, working capital target methodology, Accounting Principles schedules, Sample Calculations, and dispute resolution mechanics.
- Analyze Accounting Principles schedules to identify hierarchy between GAAP, historical practice, and Sample Calculation constraints; flag ambiguities or post-closing risks.
- Review Sample Calculations line by line, reconcile methodology against defined terms, and identify discrepancies.
- Review earn-out provisions such as EBITDA and revenue definitions, measurement period mechanics, and buyer conduct obligations; identify gaps or ambiguities.
- Contribute to written client deliverables including SPA commentary memoranda, marked-up agreements, and issue summaries under supervision.
- Develop familiarity with closing mechanism structures (closing accounts vs. locked box) and their accounting implications.
Closing Statement Advisory
- Support preparation and review of closing statement calculations including net working capital, cash, indebtedness, and transaction expenses.
- Assist with general ledger-level analysis to support or challenge specific line items.
- Help prepare Objection Notice schedules and supporting workpapers under direction.
Post-Closing Dispute Support
- Support post-closing purchase price dispute engagements such as working capital true-up disputes and earn-out disagreements.
- Prepare financial schedules, analysis, and supporting workpapers for dispute submissions to Independent Accountants or arbitrators.
- Research relevant accounting standards and industry practices to support technical positions.
Development & Teamwork
- Collaborate within engagement teams, take ownership of assigned workstreams, and deliver quality work on time.
- Develop client communication skills through participation in calls, meetings, and written correspondence under supervision.
- Build technical knowledge of SPA mechanics, purchase price adjustment structures, and relevant accounting standards.
Requirements
- 3–5 years of experience in transaction advisory, M&A due diligence, audit, or related discipline at a public accounting firm or advisory boutique.
- Solid working knowledge of U.S. GAAP with ability to apply accounting standards to practical scenarios; exposure to ASC 606, ASC 450, or similar standards in transactional contexts is a plus.
- Strong analytical ability and attention to detail, capable of reading dense financial definitions and identifying subtle issues.
- Strong written communication skills with ability to produce clear, structured written analysis.
- CPA candidate or CPA qualified (or actively pursuing designation).
- Proficiency in Excel, including building and reviewing financial models and closing statement workpapers.
Preferred Qualifications
- Prior exposure to SPA financial terms, purchase price adjustment mechanics, or working capital analysis in deal contexts.
- Experience reading or working with transaction documents.
- Familiarity with post-closing dispute processes or Independent Accountant proceedings.
- Background at Big 4 or mid-market advisory firms.
Compensation & Benefits
- In California, the salary range for this Senior Associate role is $90,000 to $145,000, 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 required.
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 needing assistance during the recruitment process are encouraged to request accommodations.
Additional Information
- The employer does not accept unsolicited resumes from third-party recruiters unless engaged by the Talent Acquisition Team through a written agreement.
- This role involves working within an alternative practice structure in accordance with professional standards and applicable laws.