Brian J. Massengill

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.

• 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.