Brian Massengill offers clients a heightened focus on the intersection of litigation with accounting and finance issues. With his background as a Certified Public Accountant who spent eight years working at a national accounting firm, clients know they can trust Brian’s advice on a variety of matters related to securities class actions, SEC and PCAOB investigations, arbitrations, and state accountancy board proceedings.
Brian’s combined legal and accounting experience also enables him to serve clients in a variety of situations relating to mergers and acquisitions. His experience includes advising on risks relating to transactions, purchase price (post-closing adjustment) disputes, suits alleging breaches of representations and warranties, and suits alleging breaches of fiduciary duties. He has also represented companies in SEC and other regulatory investigations, as well as in general commercial disputes.
Brian was a Law Clerk to The Honorable Frank H. Easterbrook, US Court of Appeals for the Seventh Circuit.
- LKCM and affiliates in suit alleging breaches of fiduciary duty relating to the acquisition of certain portfolio companies in Delaware Chancery Court.
- TC Energy in securities class action, and fiduciary duty and appraisal actions in Delaware Chancery Court.
- TC Energy in breach of representation and warranty litigation relating to the sale of assets to Helix Generation in Delaware Superior Court.
- Moore Stephens Hong Kong in securities class action litigation and regulatory investigations relating to Puda Coal, Inc.
- Nestle Purina PetCare Company in suit relating to breaches of representations and warranties by sellers of Merrick PetCare Holdings in Delaware Chancery Court, and related working capital dispute.
- Accounting firms and their audit partners in SEC and PCAOB investigations.
- Ernst & Young LLP in a series of matters concerning Bally Total Fitness, including the SEC investigation, securities class action and shareholder derivative suit.
- PricewaterhouseCoopers International in matters relating to Satyam Computer Services Ltd.
- Public companies in SEC and other regulatory investigations.
- Ernst & Young LLP in a series of matters arising out of the bankruptcy of Asche Transportation Services, including obtaining dismissal of a securities class action and judgment for the firm after a lengthy arbitration hearing.
- Clients in purchase price arbitrations and matters involving assertions of breaches of representations and warranties in M&A transactions. These include the representation of a Fortune 100 company in a dispute relating to its $800 million acquisition of a manufacturing company; the representation of a privately held company in a post-closing adjustment arbitration relating to the sale of a major appliance manufacturer; the representation of the sellers of a construction company in a post-closing adjustment arbitration and related allegations of breaches of representations and warranties; representation of the seller of an airline catering business in a post-closing adjustment arbitration; and the representation of the seller of a members-only manufacturer direct-buying company in a post-closing adjustment arbitration.
- A domestic manufacturer in an international arbitration relating to a contract dispute with a supplier involving complex damages issues.
The University of Chicago Law School, JD
University of Chicago Law Review
Registered Certified Public Accountant (CPA), Illinois
Indiana University, BS, Accounting
- New York
- US Court of Appeals for the Second Circuit
- US Court of Appeals for the Third Circuit
- US Court of Appeals for the Seventh Circuit
- US District Court for the Northern District of Illinois
- US District Court for the Southern District of New York