SPA - Director

Opportunity ID

9583

Department

Advisory

Location(s)

Denver

State

Colorado

Function

Restructuring and Litigation

Job Description

We currently have an exciting career opportunity for a SPA - Director to join our Restructuring and Dispute Resolution Advisory practice.

CohnReznick is a hybrid firm most of our professionals are located within a commutable distance to one of our offices. This position is considered remote which means it does not require job duties be performed within proximity of a CohnReznick office location. However, as a remote employee, you may be required to be present at a CohnReznick office with scheduled notice for client work, team meetings, or trainings.

YOUR TEAM.

This position will support our Restructuring & Dispute Resolution group. This group provides a wide suite of services to clients, giving you the opportunity to learn, grow, and build out your skills. As a member of this team, you'll interact with team members across all levels within the practice.

YOUR ROLE.

CohnReznick's SPA Advisory practice advises buyers, sellers, and their counsel on the financial mechanics embedded in M&A transactions. The core of what we do is SPA review - reading agreements with technical precision, identifying how financial definitions interact, and advising clients on where the language creates risk before a deal is signed. That pre-signing advisory work is the foundation on which the rest of the engagement lifecycle is built.

This Director role is centerd on that SPA review capability. The right candidate will be someone who can pick up a draft agreement, navigate the Accounting Principles schedule, understand how the Sample Calculation interacts with the defined terms, and deliver clear, actionable written advice to clients and their counsel - often under deal timelines. Closing statement work and post-closing dispute support are integral parts of the role and expected to grow over time, but SPA review is where this Director will spend the majority of their time and where the practice most needs senior capacity.

Responsibilities include but not limited to:

SPA Review & Pre-Signing Advisory - Primary Focus

• Lead SPA financial review engagements for buyer and seller clients, covering all economic and adjustment mechanics in the agreement - purchase price definitions, closing statement obligations, working capital target methodology, and dispute resolution procedures
• Analyze Accounting Principles schedules in detail: assess the hierarchy between GAAP, historical practice, and Sample Calculation constraints; identify where the ordering creates exposure; and advise on language to resolve ambiguity before signing
• Review Sample Calculations line by line, stress-test the methodology against the defined terms, and flag where the illustration diverges from or conflicts with the operative agreement language
• Evaluate earn-out provisions, including EBITDA and revenue definitions, measurement period mechanics, buyer conduct obligations, and dispute resolution processes - advising on drafting gaps that could affect the achievability or calculability of earn-out payments
• Advise on closing mechanism selection (closing accounts vs. locked box) and the risk profile of each structure for the specific transaction context, including permitted leakage carve-outs and pricing date implications
• Produce clear, well-structured written deliverables - marked-up agreement commentary, issue memoranda, and redlined language - suitable for review by legal counsel and senior client stakeholders
• Engage directly with M&A counsel and deal teams to negotiate and resolve SPA financial definitions, including participation in drafting calls and document turn cycles

Closing Statement Advisory

• Lead the preparation and review of closing statement calculations, including net working capital, cash, indebtedness, and transaction expenses, applying the Accounting Principles as drafted
• Interpret and apply Accounting Principles hierarchies in the context of specific closing adjustments, advising clients on defensible positions under the agreed terms
• Review and challenge buyer-prepared closing statements on behalf of seller clients, and vice versa, including preparation of Objection Notices with GL-level support
• Manage post-signing timelines and coordinate with legal counsel, management, and financial advisors through the closing and review windows

Post-Closing Dispute Support

• Serve as lead accounting advisor in post-closing purchase price disputes, including working capital true-up disputes and earn-out disagreements
• Develop and present technical accounting positions grounded in SPA language, GAAP, and industry practice; prepare expert-ready schedules and written position papers for submission to Independent Accountants or arbitrators
• Assess opposing party positions and identify weaknesses in their accounting methodology, SPA interpretation, or calculation mechanics
• Coordinate with outside legal counsel and, where applicable, serve as a testifying or consulting expert in dispute proceedings

Practice Development & Leadership

• Mentor and develop Managers and Senior Associates on SPA financial mechanics, accounting principles analysis, and client engagement execution
• Contribute to business development efforts, including proposal preparation, client presentations, and thought leadership content
• Support the growth of the SPA Advisory practice through consistent delivery quality, client relationships, and professional reputation

The successful candidate will have:

Required:

• 8+ years of relevant experience in transaction advisory, M&A due diligence, or a related discipline at a public accounting firm or advisory boutique, with meaningful exposure to SPA financial terms and closing mechanics
• Demonstrable experience reviewing Sale and Purchase Agreements at the financial definition level - including Accounting Principles schedules, Sample Calculations, working capital target methodologies, and purchase price adjustment mechanisms
• Deep working knowledge of U.S. GAAP, with the ability to apply and interpret specific standards (e.g., ASC 606, ASC 450, ASC 855) in the context of SPA-defined accounting obligations
• Ability to identify ambiguity and structural risk in SPA financial language and translate that analysis into clear written advice for clients and legal counsel
• Experience with closing statement mechanics and working capital true-up processes, either in an advisory or dispute context
• CPA or equivalent professional qualification
• Exceptional written communication skills; this role requires the ability to produce high-quality written deliverables - not just slide summaries - under deal timelines

Preferred

• Experience advising on earn-out provisions, including EBITDA and revenue definition analysis and buyer conduct obligation drafting
• Familiarity with both closing accounts and locked box mechanisms, including leakage carve-out analysis
• Prior involvement in post-closing purchase price disputes, including preparation of Objection Notices or submissions to Independent Accountants
• Prior Big 4 or leading mid-market advisory firm background, ideally within a dedicated transaction services or SPA advisory team
• JD or advanced degree in accounting, finance, or economics (preferred but not required)

In Colorado, the salary range for an Advisory Director/Managing Director is $200,000 to $300,000. Actual compensation within the range will be dependent upon the individual's skills, experience, qualifications and location, and applicable employment laws. Salary is one component of the CohnReznick total rewards package, which includes a discretionary performance bonus, generous paid time off, expanded and inclusive parental benefits, and access to best-in-class learning and development platforms, to name a few. To learn more about life at CohnReznick, visit .

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