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.

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

• M&A Update: Federal Court Decision in Allergan Control Battle Raises Serious Questions for New Takeover Technique Nov 06, 2014

• M&A Update: No Control, No Conflict, No Problem Oct 31, 2014

• M&A Update: Chancery Court Orders Financial Advisor to Pay Millions in Damages For Aiding and Abetting Breach of Fiduciary Duty Oct 13, 2014

• 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


• GAIM Regulation & Fund Governance Dec 04, 2014

• 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

•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


• Cadwalader is a Leading Advisor to Corporations and Financial Institutions Sep 18, 2013


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Federal Court Decision in Allergan Control Battle Raises Serious Questions for New Takeover Technique
Joshua Apfelroth,Gregory A. Markel,William P. Mills,Martin L. Seidel, November 15, 2014
The Federal District Court’s November 4th ruling in Allergan, Inc. vs. Valeant Pharmaceuticals International, Inc. raises “serious questions” for the takeover partnership employed by Valeant and Pershing Square in their hostile bid to acquire Allergan.

No Control, No Conflict, No Problem
Joshua Apfelroth,Gregory A. Markel,William P. Mills,Martin L. Seidel, November 15, 2014
On October 24th, the Delaware Chancery Court dismissed a lawsuit challenging the merger of Crimson Exploration and Contango Oil & Gas. Minority Crimson stockholders alleged that Oaktree Capital Management, Crimson’s largest stockholder with a 33.7% stake, controlled Crimson and caused it...

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...

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Martin L. Seidel

New YorkNY 10281-0006


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