SPA - Senior Associate

Overview

This role supports the Restructuring & Dispute Resolution Advisory practice, focused on SPA (Stock Purchase Agreement) financial analysis and review.

The position is considered remote. While remote, scheduled notice may require presence 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 ambiguity or post-closing risk caused by ordering or language
• Review sample calculations line by line, reconcile methodology against defined terms, and identify discrepancies between illustrations 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 client deliverables such as SPA commentary memoranda, marked-up agreements, and issue summaries under supervision and review
• Develop working familiarity with closing mechanism structures (closing accounts vs. locked box) and associated accounting implications

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 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 with clear ownership of assigned workstreams; deliver work to expected quality and timeline
• Begin developing 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; 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 identifying 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 as a core professional skill
• 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 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

California Salary Range (Advisory Senior Associate)

• $90,000 to $145,000
• Actual compensation within the range depends on skills, experience, qualifications, location, and applicable employment laws.

Total Rewards

Compensation includes:

• discretionary performance bonus
• generous paid time off
• expanded and inclusive parental benefits
• access to learning and development platforms

Location

• Remote (with possible scheduled onsite presence for client work, team meetings, or trainings).
• California salary range applies for this role.