Overview
This role supports the Restructuring & Dispute Resolution Advisory practice. The work is focused on SPA (securities purchase agreement) financial analysis and review for transactions, including pre-signing advisory, closing statement support, and post-closing dispute assistance.
This position is considered remote. Scheduled notice may require attendance at an office for client work, team meetings, or trainings.
Responsibilities
SPA Review & Pre-Signing Advisory — Primary Focus
- Assist in and progressively lead SPA financial review engagements covering:
- purchase price definitions
- working capital target methodology
- Accounting Principles schedules
- Sample Calculations
- dispute resolution mechanics
- Analyze Accounting Principles schedules to identify the hierarchy between GAAP, historical practice, and Sample Calculation constraints, and flag where ordering or language creates ambiguity or post-closing risk
- Review Sample Calculations line by line, reconcile methodology against the defined terms, and identify discrepancies between the illustration and operative agreement language
- Review earn-out provisions, including:
- EBITDA and revenue definitions
- measurement period mechanics
- buyer conduct obligations
- identify gaps or ambiguities affecting calculation or achievability
- Contribute to written client deliverables, including SPA commentary memoranda, marked-up agreements, and issue summaries, under supervision and review of senior team members
- Develop working familiarity with closing mechanism structures (closing accounts vs. locked box) and the accounting implications of each
Closing Statement Advisory
- Support preparation and review of closing statement calculations, including net working capital, cash, indebtedness, and transaction expenses, working within the Accounting Principles as drafted
- Assist with GL-level analysis to support or challenge specific line items in closing statement calculations
- Help prepare Objection Notice schedules and supporting workpapers under direction from senior team members
Post-Closing Dispute Support
- Support post-closing purchase price dispute engagements, including working capital true-up disputes and earn-out disagreements
- Prepare financial schedules, analysis, and supporting workpapers for use in dispute submissions to Independent Accountants or arbitrators
- Research relevant accounting standards and industry practice to support the development of technical positions
Development & Teamwork
- Collaborate within engagement teams by taking clear ownership of assigned workstreams and delivering work to the quality and timeline expected by senior reviewers
- Begin to develop client communication skills through participation in calls, meetings, and written correspondence under senior supervision
- Actively 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 a related discipline at a public accounting firm or advisory boutique
- Solid working knowledge of U.S. GAAP and the ability to apply accounting standards to practical fact patterns; prior exposure to ASC 606, ASC 450, or similar standards in a transactional context is a plus
- Demonstrated analytical ability and attention to detail, including the ability to identify issues that are not always obvious on first read
- Strong written communication skills; able to produce clear, structured written analysis and willing to develop this capability further
- CPA candidate or CPA qualified (or actively pursuing designation)
- Proficiency in Excel, including the ability to build and review financial models and closing statement workpapers
Preferred Qualifications
- Prior exposure to SPA financial terms, purchase price adjustment mechanics, or working capital analysis in a deal context
- Experience reading or working with transaction documents, even in a supporting capacity
- Familiarity with post-closing dispute processes or Independent Accountant proceedings
- Prior Big 4 or mid-market advisory firm background
Compensation & Benefits
- In California, the salary range for an Advisory Senior Associate is $90,000 to $145,000. Actual compensation within the range will be dependent upon the individual’s skills, experience, qualifications, and location, and applicable employment laws.
- Total rewards also include a discretionary performance bonus, generous paid time off, expanded and inclusive parental benefits, and access to learning and development platforms.
Location
- Hybrid firm structure overall; this specific role is considered remote.
- Remote employees may be required to attend an office with scheduled notice for client work, team meetings, or trainings.
- Salary range provided for California.