SPA – Director

CohnReznick; Denver (CO); Remote; USD 150,000 - 190,000; Full time

Job summary

CohnReznick LLP is seeking a Director to join the Restructuring and Dispute Resolution Advisory practice. This role focuses on SPA review, pre-signing advisory, and post-closing support for buyers and sellers in M&A transactions.

You will lead engagements, analyze accounting schedules, and draft clear guidance for clients and counsel. The position emphasizes GAAP interpretation, negotiation with deal teams, and delivering actionable conclusions within timelines.

Qualifications

• 8 years of relevant experience in transaction advisory, M&A due diligence, or related discipline.
• Deep knowledge of U.S. GAAP and SPA terms.
• Ability to translate complex financial terms into clear written advice.

Responsibilities

• Lead SPA financial review engagements for buyers and sellers, including purchase price adjustments, closing statements, and working capital mechanics.
• Oversee closing statement advisory, reviewing calculations and challenging statements as needed.
• Provide post-closing dispute support with technical accounting positions and expert-ready schedules.
• Mentor and develop Managers and Senior Associates in SPA financial mechanics and engagement delivery.

Skills

SPA

M&A due diligence

GAAP expertise

Negotiation

Leadership

Education

Bachelor's degree in accounting/finance

CPA preferred

Tools

Microsoft Excel

Financial modeling

Job description

Job Description As CohnReznick grows, so do our career opportunities. As one of the nation’s top professional services firms, CohnReznick creates rewarding careers in advisory, assurance, and tax with team members who value innovation and collaboration in everything they do! CohnReznick helps organizations optimize performance, manage risk, and maximize value through CohnReznick LLP (assurance services) and CohnReznick Advisory LLC (advisory and tax services). Together, the firm provides leaders with deep industry knowledge and relationships, solutions to address clients’ unique business goals and risks, and insight on how emerging market forces can drive opportunity. With offices nationwide, the firm serves organizations around the world as an independent member of Nexia. 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.

WHY COHNREZNICK?

At CohnReznick, we’re united by a common mission to create opportunity, value, and trust for our clients, our people, and our communities. Whether it’s working alongside your peers to solve a client challenge, or volunteering together at the local food bank, there are so many ways to find your “why” at the firm. We believe it’s important to balance work with everyday life – and make time for enjoyment and fun. We invest in a robust Total Rewards package that includes everything from generous PTO, a flexible work environment, expanded parental leave, extensive learning & development, and even paid time off for employees to volunteer.

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 cr ates 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 o