Location: New York, Hoboken, Atlanta, Denver, Los Angeles, Philadelphia, Boston, Detroit, McLean, San Francisco, Chicago, Houston, Seattle, Dallas.

Transaction Diligence – Sales and Purchase Agreements – Manager

Negotiations around M&A pricing mechanisms and the sales and purchase agreement are becoming increasingly complex, and buyers and sellers can benefit significantly from professional support in these areas. EY's Transaction Diligence – Sales and Purchase Agreements (SPA) Advisory team provides expert support to clients together with their investment banks, lawyers, and deal teams on M&A pricing mechanisms and the accounting aspects of SPAs. The SPA Advisory team collaborates with diligence teams to provide seamless, end to end deal support from initial diligence through signing to closing estimates and post-closing adjustments.

The opportunity

The role involves the identification and articulation of key value points related to deal closing mechanics to assist clients in their negotiations of M&A pricing and associated transaction documents. You will interact with deal teams and clients across all stages of the deal continuum including planning, negotiation, signing, closing, and post-closing. The role will enable you to:

• Develop a specialized skill set in a high value-add area for corporate and private equity clients
• Gain experience on a wide range of transactions (on both the buy-side and the sell-side) in different sectors and markets
• Improve analytical and negotiation techniques
• Gain insight into key value levers for clients in negotiating key deal value points and SPAs
• Work closely with due diligence teams to identify and mitigate risk for clients
• Work across borders with our global network of deal professionals
• Develop a strong internal and external network

Your key responsibilities

Working closely with clients, their bankers and legal advisers, transaction diligence teams and other SPA Advisory team members to manage and deliver advice around the deal price adjustment mechanisms on M&A transactions, including (i) analysis of cash, debt and working capital adjustments; (ii) preparation of pricing schedules; (iii) reviewing and commenting on the financial aspects of the SPA; (iv) assisting the client with their preparation or review of closing accounts; and (v) performing leakage reviews (on locked box transactions). Your key responsibilities will include:

• Supervising senior associates and staff, with the opportunity to lead and work directly with Partners and Senior Managers to provide insightful, deal-relevant points of view and recommendations to the client
• Supporting client negotiations with the counterparty on transactions
• Drafting detailed and compelling outputs for clients
• Building valued relationships with external clients and internal peers to develop a portfolio of projects by focusing on high value opportunities
• Taking ownership for Quality and Risk Management (Q&RM) to ensure client work is delivered consistently and in compliance with EY's quality standards.
• Communicating with partners and senior managers in a flat team structure

Skills and attributes for success

• Confident interpersonal skills and a positive attitude
• Comfortable working both independently or in a team
• Desire to develop strong internal and external networks
• Strong communication skills
• Critical thinker with very good attention to detail
• Ability to work to tight project deadlines
• Ability to simultaneously handle diverse and pressing assignments and sensitive and adversarial situations

To qualify for the role, you must have

• A bachelor's degree in Accounting or Finance and 5 years of related work experience; or a graduate degree and 4 years of related work experience
• Excellent analytical skills and the confidence to translate complex data into meaningful insights
• The ability to prioritize effectively on projects and the skills to adapt quickly to new challenges and concepts
• Solid negotiation and influencing skills, and the ability to develop long-lasting relationships both internally and externally
• Strong skills in Excel, Word, and PowerPoint
• Strong written and verbal communication skills
• A team-oriented mindset
• The ability and willingness to work in excess of standard hours when necessary

Ideally, you’ll also have

• A proven record of excellence in a mergers or acquisitions transaction’s role.
• An active CPA certification.
• Experience gained within another large professional services organization.
• Established networking skills in a relevant industry.

What we look for

We are looking for an individual who is hands-on and rigorous in their working style and a highly motivated team player, capable of working in a fast-paced environment. Candidates must demonstrate an ability to communicate clearly to both clients and other advisors. For the right candidate, this opportunity will provide stimulation and challenge and the prospect of career development in a key specialism within the firm.

• Continuous learning: You’ll develop the mindset and skills to navigate whatever comes next.
• Success as defined by you: We’ll provide the tools and flexibility, so you can make a meaningful impact, your way.
• Transformative leadership: We’ll give you the insights, coaching and confidence to be the leader the world needs.
• Diverse and inclusive culture: You’ll be embraced for who you are and empowered to use your voice to help others find theirs.