SPA - Director

About the role

CohnReznick is seeking a Director to join our Restructuring and Dispute Resolution Advisory practice. This role is considered remote.

Responsibilities

• Lead SPA financial review engagements for buyer and seller clients, covering all economic and adjustment mechanics in the agreement.
• Analyze Accounting Principles schedules in detail, assessing the hierarchy between GAAP, historical practice, and Sample Calculation constraints.
• 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.
• Lead the preparation and review of closing statement calculations, interpreting and applying 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.
• 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.
• Absorb 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.
• 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.

Qualifications

• 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).

Benefits

We offer a comprehensive Total Rewards package that includes generous PTO, a flexible work environment, expanded parental leave, extensive learning & development, and paid time off for volunteering.