Overview
This role supports the Restructuring & Dispute Resolution Advisory practice within the organization’s SPA (Sales Purchase Agreement) Advisory work. The position is considered remote; it does not require job duties to be performed within proximity of an office location. Scheduled notice may be required for client work, team meetings, or trainings.
In this hands-on role, you will perform SPA review and pre-signing advisory, with additional responsibilities that may include closing statement advisory and post-closing dispute support as capability develops.
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; flag ambiguity or potential post-closing risk created by ordering or language
- Review Sample Calculations line by line, reconcile methodology against defined terms, and identify discrepancies between illustrative calculations and operative agreement language
- Review earn-out provisions, including:
- EBITDA and revenue definitions
- Measurement period mechanics
- Buyer conduct obligations
- Identify gaps or ambiguities that could affect calculation or achievability
- Contribute to written deliverables such as 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 development of technical positions
Development & Teamwork
- Collaborate within engagement teams, taking clear ownership of assigned workstreams and delivering to required quality and timeline expectations
- Begin to develop client communication skills through participation in calls, meetings, and written correspondence under senior 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 a related discipline at a public accounting firm or advisory boutique
- Solid working knowledge of U.S. GAAP and 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; involves reading dense financial definitions and identifying issues that may not be obvious on first read
- Strong written communication skills; ability to produce clear, structured written analysis and willingness to develop this capability further
- CPA candidate or CPA qualified (or actively pursuing designation)
- Proficiency in Excel, including 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 depend on the individual’s skills, experience, qualifications, and location, and applicable employment laws.
Compensation includes a discretionary performance bonus, generous paid time off, expanded and inclusive parental benefits, and access to learning and development platforms.
Location
Remote (no requirement to perform job duties within proximity of an office location). Scheduled notice may be required for client work, team meetings, or trainings.
Salary information provided for California.