Senior Associate

Role Description

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

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.

Responsibilities include but are 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.

Qualifications

• 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.

Requirements

• 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.

Benefits

• Generous PTO.
• Flexible work environment.
• Expanded parental leave.
• Extensive learning & development opportunities.
• Paid time off for employees to volunteer.