Bryan Westhoff is a creative, business-minded litigator with substantial experience handling a wide variety of complex domestic and international commercial law cases, arbitrations, and government investigations. He has successfully handled cases of all sizes, including multiple “bet the company” cases with more than $1 billion in potential exposure.
Bryan’s primary areas of practice include M&A-related litigation (pre- and post-closing), securities, and financial litigation. He has defended public corporations and their Boards against individual and class action shareholder proxy, disclosure, and process claims. He regularly represents private equity companies in deal litigation, including post-closing indemnification and fraud claims, working capital disputes, and earn-out cases. He has represented and advised individuals and companies in U.S. Securities and Exchange Commission (SEC) investigations related to the sale of securities, disclosures, and accounting/audit issues.
Bryan also has experience defending clients against federal and state consumer protection, false advertising, and deceptive trade practice claims. He has defended clients in investigations and litigation brought by the Federal Trade Commission (FTC), investigations by state attorneys general, consumer class action cases, and competitor’s Lanham Act claims.
Bryan regularly represents clients in expedited litigation, including offensive and defensive claims. He has successfully argued numerous motions for temporary restraining orders and preliminary injunctions. He also has handled numerous international matters, many of which involved complicated jurisdictional issues and choice-of-law questions.
Bryan is a member of the firm’s M&A Litigation and Class Action working groups.
M&A, Securities, and Financial Litigation
- Represented a publically traded manufacturer of electric motors and its Board of Directors against seven shareholder lawsuits bringing disclosure and process claims related to the announced $100 million acquisition of the company by a foreign buyer.
- Represented multiple private equity firms (Buyers and Sellers) in post-closing indemnification, fraud, and earnout claims and working capital disputes related to sale or purchase of portfolio companies.
- Represented a publically traded American sports apparel retail company in “busted merger” litigation related to the break-up of its announced $1.5 billion merger with an American specialty footwear and licensed headwear retailer.
- Represented French holding company and its affiliates against fraud claims seeking damages in excess of $1 billion arising from the company’s purchase of bonds as part of the rehabilitation of Executive Life Insurance Company.
- Represented multiple companies and individuals being investigated by the SEC, including investigations related to potential violations of the auditor independence rules, securities trading laws, rules, and regulations, and corporate disclosure obligations.
Consumer False Advertising and Deceptive Trade Practice Litigation
- Represented a proprietary educational institution in a false advertising case brought by the FTC related to advertisements broadcast over multiple years featuring the school’s graduate employment rates.
- Represented proprietary educational institution in consumer class action cases and individual consumer arbitration claims resulting from FTC allegations.
- Represented a computer coding school in a false advertising investigation brought by New York state attorney general.
- Represented a pharmaceutical company in false advertising claims related to statements appearing on the label of one of the company’s drugs.
- Represented an international telecommunications company in consumer false advertising and deceptive trade practice claims related to the operation its content filter.
- Represented a behavioral health hospital in obtaining a preliminary injunction preventing the United States Center for Medicare and Medicaid Services (“CMS”) from terminating the hospital’s Medicare Provider Agreement.
- Represented an international automotive parts manufacturer in obtaining a preliminary injunction requiring its Tier 2 supplier to continue providing battery cells while the parties arbitrated their dispute before the American Arbitration Association (AAA) and the International Chamber of Commerce, International Court of Arbitration (ICC).
- Represented an international energy company’s savings and pension plans in expedited litigation bringing breach of fiduciary duties claims against their ERISA investment manager for losses resulting from securities lending.
- Represented multiple clients in expedited litigation involving employee non-compete agreements and trade secret claims.