Martin L. Seidel

Partner

New York
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019-6099
T 212 728 8385
F 212 728 9385
mseidelwillkie.com

Martin L. Seidel is a partner in Willkie’s Litigation Department. He has more than 25 years’ 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 regularly advises on litigation matters related to mergers and acquisitions, securities laws, corporate accounting and disclosure, and corporate governance.

Mr. Seidel has tried cases before state and federal courts throughout the United States as well as arbitral tribunals. He 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, and by state and federal prosecutors and state Attorneys General across the country.

Mr. Seidel provides clients – including Fortune 500 companies, leading financial institutions, corporate boards, directors and senior executives – with 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

He has advised key players in numerous high-profile matters, including takeover litigation and defense for Salix Pharmaceuticals, Élan Corporation, Pfizer, Jos. A Bank and Quest Software; and litigations and investigations involving Hollinger, HealthSouth, Bear Stearns, Adelphia and Refco/SphinX.

Mr. Seidel is recognized as a leading securities litigator by Legal 500 U.S. and Super Lawyers. Mr. Seidel is a published author and frequent speaker on matters of corporate governance, securities litigation, directors and officers insurance, and complex litigation.

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Martin L. Seidel is a partner in Willkie’s Litigation Department. He has more than 25 years’ 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 regularly advises on litigation matters related to mergers and acquisitions, securities laws, corporate accounting and disclosure, and corporate governance.

Selected Significant Matters

Recent Representative Cases*

  • The board of directors of PDV Holding, Inc., CITGO Holding, Inc., and CITGO Petroleum Corporation, the U.S.-based subsidiaries of Petroleos de Venezuela, S.A. (“PDVSA”), in successfully obtaining a precedent-setting ruling in the Delaware Chancery Court that affirmed the legitimacy of the boards of directors of all of the U.S. subsidiaries of PDVSA.)
  • Successfully obtained specific performance in proxy contest settlement agreement in Delaware Chancery Court on behalf of Sarissa Capital Management against pharmaceutical company Innoviva Inc.
  • Salix Pharmaceuticals, Ltd. in its $15.6 billion acquisition by Valeant Pharmaceuticals International, Inc.
  • Élan Corporation defense against $6.7 billion hostile takeover attempt by Royalty Pharma. Obtained injunction delaying US tender offer and permitting Élan 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 Men’s Wearhouse
  • 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 Steams 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 lmClone 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.

Prior Experience

Prior to joining Willkie, Mr. Seidel was a litigation partner and chairman of the Corporate Litigation Practice at Cadwalader, Wickersham & Taft LLP.

* Mr. Seidel advised on some of these matters prior to joining Willkie.

Publications / News / Events

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