SPA - Senior Associate

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 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

• This is a remote position; however, occasional presence at an office may be required for client work, team meetings, or training sessions.

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 status.