Martin L. Seidel

Phone212 504 5643

Peer Rating
AV® Preeminent

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Experience & Credentials Ratings & Reviews

Practice Areas

  • Antitrust
  • Antitrust Litigation & Civil Investigations
  • Commercial Litigation
  • Corporate & Securities Litigation
  • Securities Enforcement & Investigations
  • Corporate Governance
  • International Litigation
  • Investment Management Litigation
  • Litigation
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 focuses on complex commercial litigation and arbitration, with an emphasis on multiparty class and derivative suits and corporate control contests.

He is experienced in all aspects of shareholder and commercial litigation, internal corporate investigations, governmental investigations, and regulatory proceedings. He has represented underwriters, investment advisers, issuers, and corporate directors and officers in state and federal courts throughout the United States, arbitral tribunals in the U.S. and Europe, and before the U.S. Securities and Exchange Commission, FINRA, the U.S. Department of Justice, the U.S. Federal Trade Commission, as well as in investigations by state and federal prosecutors and state Attorneys General throughout the U.S. Martin has represented key players in the highest profile corporate governance and securities litigations and investigations of the past decade, including the Bear Stearns Hedge Fund Litigations, Refco/SphinX Funds, Fletcher Asset Management, Adelphia, Enron, Interstate Bakeries, Hollinger, and HealthSouth.

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 Lawand a Harlan Fiske Stone Scholar. He has been recognized as a leading securities litigator and a future star by New York Super Lawyers, the Legal 500 U.S. Volume III Litigation and Benchmark Litigation. Martin has published articles and spoken on corporate governance, securities litigation, directors and officers insurance and complex litigation. He is a member of the American Bar Association and the Committee on Securities Litigation of the New York State Bar Association.


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 Dextra

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

Deutsche Bank Securities, Inc. in litigation arising out of allegedly illegal naked short selling activities

MasterCard International in connection with investigations and lawsuit brought by the Antitrust Division of the U.S. Department of Justice alleging that MasterCard and Visa conspired to restrain trade in the U.S. credit card marke

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 Releases

More Than 40 Cadwalader Attorneys Recognized by Super Lawyers 2014 New York Metro Edition

Sep 15, 2014

Cadwalader Recognized by The American Lawyer With Two 2014 Global Legal Awards

Jul 11, 2014

Cadwalader Advises Elan Corporation, plc in US$8.6 billion sale to Perrigo Company plc

Dec 18, 2013

Cadwalader Recognized in 2013 Edition of The Legal 500 US

Oct 25, 2013

Super Lawyers 2013 New York Metro Edition Recognizes More Than 30 Cadwalader Attorneys

Sep 18, 2013

Cadwalader Files Amicus Brief in Mortgage-Backed Securities Appeal on Behalf of Key Financial Services Industry Groups

Mar 21, 2013

Super Lawyers Names Metropolitan New York Cadwalader Lawyers in More Than 20 Areas of Practice as Outstanding in Their Fields

Oct 15, 2012

Super Lawyers Taps More Than 40 Metropolitan New York Cadwalader Attorneys as Outstanding in Their Fields

Sep 26, 2011

Important Fiduciary Duty Case Won With Support of SIFMA and Cadwalader

Sep 13, 2011


Cadwalader Recognized by The American Lawyer With Two 2014 Global Legal Awards

Jul 11, 2014

Cadwalader Recognized in 2013 Edition of The Legal 500 US

Oct 25, 2013

Super Lawyers 2012

Oct 15, 2012


Clients & Friends Memos

Halliburton Co. v. Erica P. John Fund, Inc.: The Court Retains Basic, But Permits Defendants To Rebut Price Impact At Class Certification

Jun 25, 2014

M&A Update: Delaware Court Upholds Sotheby's Poison Pill Defense Against Activist Citing Negative Control as a Corporate Threat

May 05, 2014

M&A Update: Chancery Court Provides Another Lesson for a Reasonable Sale Process

Apr 30, 2014

First Amendment and Off-Label Promotion - Prosecute What I Do, Not What I Say

Apr 21, 2014

M&A Update: Ohio Federal Judge Blocks Controlling Stockholder's Tender Offer Based On Target Board's Conflicts and Stockholder Coercion

Apr 17, 2014

M&A Update: Delaware Court's Orchard Enterprises Decision Provides Key Insights For Special Committees In Controlling Stockholder Transactions

Mar 19, 2014

M&A Update: Delaware Supreme Court Upholds Business Judgment Rule Review for Certain Controlling Stockholder Transactions with Dual Minority Protections

Mar 17, 2014

M&A Update: The Gatekeepers: Delaware Court Holds Conflicted Financial Advisor Liable for Aiding and Abetting Breach of Fiduciary Duty

Mar 13, 2014

M&A Update: Delaware Court Allows Claims for Breach of Implied Good Faith Covenant in Earn-Out Case

Feb 19, 2014

M&A Update: Highlights from 2013 and Implications for 2014

Jan 17, 2014

Chancery Court Takes Firm Stance on Seller's Pre-Closing Privileged Communication

Nov 22, 2013

Delaware Court Confirms High Bar To Escape Deal

Nov 14, 2013

Ninth Circuit's Harkonen Decision Does Not Undermine Recent Second Circuit Precedent Establishing That Truthful Promotion Of Approved Drugs For Off-Label Use Is Protected By The First Amendment

Mar 22, 2013

Federal Court Finds that FDA Drug Approval is not Complete Defense to False Claims Act Allegation Involving On-Label Promotion

Feb 21, 2013

Second Circuit's Caronia Decision Striking Down On First Amendment Grounds The Criminal Conviction Of A Pharmaceutical Sales Representative For Off-Label Promotion Could Have Broad Implications

Jan 04, 2013

The Bribery Act 2010: Are You Ready?

Jun 30, 2011

In Matrixx Decision the Supreme Court Rejects Bright-Line Materiality Test for Motions to Dismiss Securities Fraud Claims

Apr 06, 2011


Halliburton v. Erica P. John Fund: Supreme Court Retains Basic, But Permits Defendants to Rebut Price Impact at Class Certification

Jul 11, 2014

How Cuban Scored a Home Court Win Against the SEC

Nov 14, 2013

Ruling on Disclosure of Wells Notices Under Federal Securities Laws

Aug 03, 2012

Mandatory Arbitration as Substitute For Private Securities Class Actions

Jun 14, 2012

Investigating Accounting Misconduct

Jan 10, 2012

Class Certification Under Attack

Dec 12, 2011

Lower Courts Divided on Standard For Pleading Loss Causation Post-'Dura'

Mar 31, 2011

Core Operations' Doctrine May Undermine PSLRA

Apr 29, 2010

Enforcement Procedures and Rules in U.S. Courts

Apr 12, 2010

Piercing the Corporate Veil and Best Practices to Avoid it

Mar 22, 2010


Financial Advisor Conflicts of Interest

Jun 05, 2014

Fund Governance Summit

Oct 02, 2013

FDA's Off-Label Information: A 2013 Update

Apr 16, 2013

Civil Litigation with State Entities: Trends in Mortgage Backed Securities-Based Litigation

Jun 21, 2012


Cadwalader is a Leading Advisor to Corporations and Financial Institutions

Sep 18, 2013


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M&A Update: Chancery Court Orders Financial Advisor to Pay Millions in Damages For Aiding and Abetting Breach of Fiduciary Duty
Gregory A. Markel,William P. Mills,Martin L. Seidel, October 22, 2014
On October 10, 2014, Vice Chancellor Travis Laster ruled that RBC Capital was liable to the former stockholders of Rural/Metro Corporation for $75.8 million - representing 83% of the total damages - for aiding and abetting breaches of the duty of care by Rural/Metro’s board in connection with...

M&A Update: Delaware Court Upholds Sotheby’s Poison Pill Defense Against Activist Citing “Negative Control” as a Corporate Threat
Jason M. Halper,Gregory A. Markel,Braden McCurrach,William P. Mills,Martin L. Seidel, May 7, 2014
In a May 2, 2014 ruling relating to activist hedge fund Third Point LLC’s proxy battle with auction house Sotheby’s, the Delaware Chancery Court found that Third Point was not likely to succeed in its argument that the Sotheby’s board violated its fiduciary duties when it adopted...

Chancery Court Provides Another Lesson for a Reasonable Sale Process
Jason M. Halper,William P. Mills,Martin L. Seidel, May 2, 2014
In a recent decision, Chen v. Howard-Anderson, the Delaware Chancery Court once again questioned the reasonableness of how a board conducted the sale of a company when it permitted stockholder claims to go to trial. The decision provides yet another reminder—if one is needed—that boards...

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Martin L. Seidel

New YorkNY 10281-0006


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