SPA - Senior Associate

Overview

This role supports the Restructuring & Dispute Resolution Advisory practice in SPA (Senior Associate) Advisory. The position involves hands-on SPA financial analysis and written deliverables that support buyers, sellers, and their counsel in M&A transactions, including pre-signing SPA review work, closing statement advisory, and post-closing dispute support.

The employer is a hybrid firm. Most professionals are located within a commutable distance to an office. This position is considered remote and does not require job duties to be performed within proximity of an office location. 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
  • 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 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, 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 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 by owning 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
• 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; ability to read dense financial definitions and identify issues that may not be obvious on first read
• Strong written communication skills; ability to produce clear, structured written analysis and willingness to develop further as a core professional skill
• 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

Salary (California)

• Salary range for an Advisory Senior Associate: $90,000 to $145,000
• Actual compensation within the range will depend on skills, experience, qualifications, and location, and applicable employment laws.

Total rewards

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

Location

• Remote (within a commutable distance to an office may be relevant for certain in-person needs with scheduled notice for client work, team meetings, or trainings)
• In California, the salary range is $90,000 to $145,000.