SPA - Senior Associate

Opportunity ID

9584

Department

Advisory

Location(s)

Los Angeles

State

California

Function

Restructuring and Litigation

Job Description

We currently have an exciting career opportunity for a SPA - Senior Associate 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.

We are seeking a Senior Associate to join the practice and build deep expertise in SPA financial analysis. This is a hands-on role centered on SPA review work: reading draft agreements, analyzing Accounting Principles schedules and Sample Calculations, and contributing to written deliverables that go directly to clients and counsel. Senior Associates at this level work closely with Managers and Directors on engagements, taking responsibility for substantive analytical work while developing the judgment and communication skills that define this practice. Closing statement and post-closing dispute work also form part of the role, with exposure increasing as capability develops.

Responsibilities include but not limited to:

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, and dispute resolution mechanics
• Analyse Accounting Principles schedules to identify the hierarchy between GAAP, historical practice, and Sample Calculation constraints, and flag where the ordering or language creates ambiguity or post-closing risk
• Review Sample Calculations line by line, reconcile the methodology against the defined terms, and identify discrepancies between the illustration and the operative agreement language
• Review earn-out provisions - including EBITDA and revenue definitions, measurement period mechanics, and buyer conduct obligations - and 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 the 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 the development of technical positions

Development & Teamwork

• Work collaboratively within engagement teams, taking clear ownership of 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
• Actively build technical knowledge of SPA mechanics, purchase price adjustment structures, and relevant accounting standards

The successful candidate will have:

Required:

• 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, with the 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 - this role involves reading dense financial definitions and identifying issues that are not always obvious on first read
• Strong written communication skills; candidates should be able to produce clear, structured written analysis and be willing to develop that capability further as a core professional skill
• CPA candidate or CPA qualified (or actively pursuing designation)
• Proficiency in Excel; ability to build and review financial models and closing statement workpapers

Preferred

• 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

In California, the salary range for an Advisory Senior Associate is $90,000 to $145,000. 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 .

"CohnReznick" is the brand name under which CohnReznick LLP and CohnReznick Advisory LLC and their respective subsidiaries provide professional services. CohnReznick LLP and CohnReznick Advisory LLC (and their respective subsidiaries) practice in an alternative practice structure in accordance with the AICPA Code of Professional Conduct and applicable law, regulations, and professional standards. CohnReznick LLP is a licensed CPA firm that provides attest services to its clients. CohnReznick Advisory LLC provides tax and business consulting services to its clients. CohnReznick Advisory LLC and its subsidiaries are not licensed CPA firms.

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