SPA - Senior Associate

Overview

The organization is seeking a SPA – Senior Associate to join the Restructuring and Dispute Resolution Advisory practice. This role supports SPA (purchase and sale agreement) financial analysis and review work across pre-signing advisory, closing statement advisory, and post-closing dispute support.

This is a hybrid firm. The position is considered remote, meaning it does not require job duties to be performed within proximity of an office location. However, remote employees may be required to be present at an office with scheduled notice 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, and 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 the methodology against the defined terms, and identify discrepancies between the illustration and the operative agreement language
• Review earn-out provisions, including EBITDA and revenue definitions, measurement period mechanics, and buyer conduct obligations, and identify gaps or ambiguities that could affect calculation or achievability
• Contribute to written client deliverables, including SPA commentary memoranda, marked-up agreements, and issue summaries, under the 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 the 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

• Work collaboratively within engagement teams, taking clear ownership of assigned workstreams and delivering 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; 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 may not be obvious on first read
• Strong written communication skills; ability to produce clear, structured written analysis and willingness to further develop this capability
• CPA candidate or CPA qualified (or actively pursuing designation)
• Proficiency in Excel; 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.

Salary is one component of the total rewards package, which includes:

• Discretionary performance bonus
• Generous paid time off
• Expanded and inclusive parental benefits
• Access to learning and development platforms

Location

Remote (no requirement to perform job duties within proximity of an office location).

In California, the salary range for an Advisory Senior Associate is $90,000 to $145,000.