Overview

Brian Massengill focuses his practice on the intersection of litigation with accounting and finance issues.  He is the co-leader of the firm’s Professional Liability practice group.

Brian brings his background as a Certified Public Accountant, including eight years with a national accounting firm, to bear on his legal work.  His practice focuses on the defense of accounting firms and he has represented firms in a variety of matters including SEC and PCAOB investigations, securities class actions, arbitrations and state accountancy board proceedings.

Brian’s combined legal and accounting experience also enables him to serve clients in a variety of other contexts.  He has represented companies in disputes arising from purchases and sales of businesses, including purchase price (post-closing adjustment) disputes, and suits alleging breaches of representations and warranties.  He also has represented companies in SEC and other regulatory investigations, and contract and other disputes involving complex causation and damages issues.  As part of his litigation practice, Brian has worked extensively with experts in the areas of auditing, accounting, causation and damages.

Prior to joining Mayer Brown in 1996, he was Law Clerk to The Honorable Frank H. Easterbrook, US Court of Appeals for the Seventh Circuit.

Spoken Languages

  • English
Highlights
Securities Investigations: Internal, Civil and Criminal

Experience

  • Representing Moore Stephens Hong Kong in matters relating to Puda Coal, Inc.
  • Representing accounting firms and their audit partners in SEC and PCAOB investigations.
  • Represented PricewaterhouseCoopers International in matters relating to Satyam Computer Services Ltd.
  • Represented Ernst & Young LLP in a series of matters concerning Bally Total Fitness, including the SEC investigation, securities class action and shareholder derivative suit.
  • Represented public companies in SEC and other regulatory investigations.
  • Assisting a major accounting firm in the analysis of risk issues, and the development and implementation of records retention policies and procedures for its business lines, risk functions and administrative functions.
  • Consult with major accounting firms on risk management and regulatory compliance matters.
  • Successfully represented 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.
  • Successfully represented 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.
  • Represented a domestic manufacturer in an international arbitration relating to a contract dispute with a supplier involving complex damages issues.

Education

The University of Chicago Law School, JD, University of Chicago Law Review

Registered Certified Public Accountant (CPA), Illinois

Indiana University, BS in Accounting

Admissions

  • New York
  • Illinois

Court

  • 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