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 line items in closing statements
• 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 context 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 and willingness to develop further
• 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 context
• Experience reading or working with transaction documents in a supporting capacity
• Familiarity with post-closing dispute processes or Independent Accountant proceedings
• Background at Big 4 or mid-market advisory firms

Compensation & Benefits

• Salary range in California 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 parental benefits, and access to learning and development platforms

Location

• Remote position with potential occasional office presence required

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.