Martin L. Seidel

Phone212 504 5643

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AV® Preeminent

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Practice Areas

  • Antitrust
  • Antitrust Litigation & Civil Investigations
  • Commercial Litigation
  • Corporate & Securities Litigation
  • Corporate Governance
  • Health Care Fraud Strike Force
  • International Litigation
  • Investment Management Litigation
  • Litigation
  • Securities Enforcement & Investigations
University University of Wisconsin-Madison, B.A., magna cum laude, 1987
Law SchoolColumbia Law School, J.D., 1990 Managing Editor of the Columbia Journal of Transnational Law, Harlan Fiske Stone Scholar
Admitted1991, New York; Michigan; U.S. Court of Appeals, 2nd Circuit; U.S. Court of Appeals, 3rd Circuit; U.S. Court of Appeals, 11th Circuit; U.S. District Court, Eastern District of Michigan; U.S. District Court, Eastern District of New York; U.S. District Court, Southern District of New York

Martin Seidel is a Partner in Cadwalader's Securities Litigation practice. He has over 25 years of experience in securities and corporate litigation and arbitration with an emphasis on corporate control contests, transaction-related securities and shareholder litigations, multiparty class actions and derivative litigations. He is a principal advisor on litigation matters related to mergers & acquisitions, securities laws, corporate accounting and disclosure, and corporate governance. Martin has tried cases before state and federal courts throughout the United States as well as arbitral tribunals, and has handled investigations before the U.S. Securities and Exchange Commission, FINRA, the U.S. Department of Justice and the U.S. Federal Trade Commission, as well as in investigations by state and federal prosecutors and state Attorneys General across the nation.

Martin provides clients with authoritative insight and guidance on:

•M&A, corporate control and activism-related litigation
•corporate control and corporate governance issues
•complex securities, shareholder and derivative litigations
•insider trading, market manipulation and accounting fraud litigations and investigations

Martin advises Fortune 500 companies, leading financial institutions, corporate boards, directors and senior executives on all aspects of complex multidistrict and multijurisdictional actions, related internal and governmental investigations and enforcement actions. He has advised key players in numerous high profile matters, including: takeover litigation and defense for Salix Pharmaceuticals, elan Corporation, Pfizer, Jos. A Bank and Quest Software; and litigations and investigations involving Hollinger, HealthSouth, Bear Stearns, Adelphia and Refco/SphinX.

Martin is recognized as a leading securities litigator and rising star by New York Super Lawyers, Legal 500 U.S. Volume III Litigation, and Benchmark: Litigation. Martin is a published voice and frequent speaker on matters of corporate governance, securities litigation, directors and officers insurance, and complex litigation.

Martin received his B.A., magna cum laude, from the University of Wisconsin and his J.D. from Columbia Law School, where he was managing editor of the Columbia Journal of Transnational Law and a Harlan Fiske Stone Scholar. He is a member of the American Bar Association and the Committee on Securities Litigation of the New York State Bar Association.


Relevant representative experience:

•Salix Pharmaceuticals, Ltd. in its $15.6 billion acquisition by Valeant Pharmaceuticals International, Inc.
•elan Corporation defense against $6.7 billion hostile takeover attempt by Royalty Pharma. Obtained injunction delaying US tender offer and permitting elan to complete alternative transactions including the sale for $8.6 billion to Perrigo.
•Founder and largest shareholder of Quest Software in connection with $2.0 billion going private transaction and ultimate sale to Dell, Inc. for $2.4 Billion.
•Financial advisors to Joseph A. Bank in connection with $1.8 Billion hostile takeover by The Mens' Warehouse
•Financial advisors to Avinir Pharmaceuticals in connection with litigation arising out of sale of Avinir to Otsuka Pharmaceuticals for $3.5 Billion.
•Fortune 500 Company in connection with Audit Committee Investigation, SEC and DOJ investigations and shareholder litigation in connection with alleged self-dealing by CEO and CFO
•Audit Committee of Fortune 500 Company in connection with allegations of accounting fraud and related SEC investigations
•Directors of multiple hedge funds in connection with SEC investigations and related shareholder litigations
•Successfully defended Walkers Fund Services and two independent directors of the Bear Stearns High Grade Structured Credit Strategies Fund in class action and derivative litigation arising out of the collapse of two multibillion dollar hedge funds.
•Successfully defended Richard N. Perle in connection with litigations and investigations in the United States and Canada arising out of allegations that Conrad Black and others looted over $450 million from Hollinger International, Inc., the publisher of the Chicago Sun-Times and London Sunday and Weekly Telegraph. All investigations were dropped without any action against Mr. Perle and all civil claims were dismissed.
•Successfully defended Pfizer, Inc. in a securities fraud class action alleging that Pfizer concealed the failure of an experimental cardiovascular medicine as part of a scheme to prop up its stock price. All claims dismissed on motion to dismiss.
•Pfizer in connection with consolidated securities and ERISA class actions arising out of Pfizer's alleged failure to disclose certain cardiovascular risks associated with Celebrex and Bextra.
•The Board of Directors of Pfizer in connection with shareholder derivative litigation alleging that Pfizer's Board breached its fiduciary duty by failing to prevent off-label marketing of certain blockbuster drugs which had resulted in Pfizer paying a $2.3 billion civil and criminal penalty.
•Martha Stewart in lawsuits brought by SEC and shareholders in Martha Stewart Living Omnimedia in connection with alleged insider trading of stock of ImClone Systems, Inc.
•Five outside directors of HealthSouth, Inc. in connection with securities fraud, breach of fiduciary duty, ERISA, and tax claims arising out of accounting fraud allegedly perpetrated by former CEO, Richard Scrushy and others.
•Merrill Lynch & Co. in securities class actions and other lawsuits arising out of Merrill Lynch's role as managing general partner in two multibillion dollar private equity funds sponsored by the Thomas H. Lee Company.
•Major prime broker and portfolio manager in SEC and New York State Attorney General investigations arising out of allegedly illegal market timing and late trading of mutual funds.
•Conseco, Inc. in litigation and arbitration against Donald Trump over ownership of the General Motors Building.
•Coca Cola in litigation and arbitrations brought by PepsiCo arising out of Coca Cola's acquisition of former Pepsi bottling operations in South America.
•Two independent directors of Sensormatic in class action securities fraud litigation.

News & Resources


News Releases

Cadwalader Wins 'M&A Impact Deal of the Year' at 2015 LMG Life Sciences Awards Sep 17, 2015


Cadwalader Attorneys Recognized in 2015 New York Super Lawyers and Rising Stars Lists Sep 17, 2015


Clients & Friends Memos

M&A Update: Highlights from 2015 and Implications for 2016 Jan 19, 2016


Assessing A Judicial Solution To Abusive Merger Litigation Nov 19, 2015


GAIM Regulation & Fund Governance Dec 04, 2014


Documents by this lawyer on

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Delaware Chancery Court Invalidates Charter and Bylaw Provisions Allowing Only for Cause Removal of Directors Where Board is Not Classified
Andrew Alin,William P. Mills,Timothy Polmateer,Martin L. Seidel, January 18, 2016
In a December 21, 2015 transcript ruling, the Delaware Chancery Court invalidated the provisions of VAALCO Energy, Inc.’s charter and bylaws that allow for removal of directors only “for cause” even though VAALCO’s board is not classified. Vice Chancellor Laster ruled that...

M&A Update: Delaware Supreme Court Upholds Rural Metro Decision, but Financial Advisors Can Breathe a Sigh of Relief
Joshua Apfelroth,Lindsey Kister,William P. Mills,Martin L. Seidel, December 29, 2015
In a November 30, 2015 decision, the Delaware Supreme Court upheld the Delaware Chancery Court’s $76 million damages award against RBC Capital in In re Rural/Metro Corp. S’holders Litig. The ruling, however, notably rejected the trial court’s characterization of financial advisors...

M&A Update: Chancery Court Finds Merger Price to be Most Persuasive Factor in Appraisal Action
Joshua Apfelroth,Gregory A. Markel,William P. Mills,Brittany Schulman,Martin L. Seidel, November 5, 2015
In a recent decision in an appraisal action, the Delaware Chancery Court reaffirmed the Court’s reluctance to substitute its own calculation of the “fair value” of a target company’s stock for the purchase price derived through arms-length negotiations, provided it resulted...

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Martin L. Seidel

New YorkNY 10281-0006


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