Jerry Weldon Carlton

Jerry Weldon Carlton, prominent tax lawyer and business advisor, passed away from natural causes on December 13, 2025, at 84 years of age. As a long time Newport Beach resident, he led a full, large life, practicing law, raising his four children, and enjoying his 8 grandchildren.

Jerry grew up in the small West Texas town of Hamlin. Jerry’s dad, Weldon, worked in the oil business and on the Carlton farms in Jones County, while his mom, Monique, was the homemaker. Jerry’s dad valued a day of hard work above all else. Summer jobs for Jerry included picking cotton, working in his grandmother’s movie theater, washing the windshields of cars at his grandmother’s Drive-in, delivering tractors out to the farmers for his dad’s John Deere dealership, and painting oil derricks.

From oil fields and farms, Jerry was the first in his family to attend college. Though he enjoyed his college years with fraternity life, Lambda Chi Alpha, and all-night poker games, as graduation neared and the prospect of working on the oil derricks loomed, he decided to take his academic pursuits seriously. He graduated from the University of Texas Law School at the top of his class and was elected to the Phi Kappa Phi honor society.

He joined the prestigious Los Angeles law firm of O’Melveny & Myers in 1967, which remained his professional home for the next 35 years. As a partner in the Tax Department, Jerry became known as a “deal guy”. He was a skilled legal strategist, with the ability to translate that strategy in straightforward, no legalese, terms that endeared him to his partners and clients alike. Though Jerry began as a tax lawyer, his practice quickly expanded to encompass a much broader portfolio of corporate work.

Jerry used his quick command of tax law to challenge existing law to best achieve his clients’ goals. Among his many successful cases, two achieved national notoriety and were precedent setting. The first was a proxy fight, described in the press as David v Goliath, without a slingshot or a stone. In the proxy fight, Jerry represented a shareholder of Superior Oil, Willametta Keck Day, daughter of the founder of Superior Oil. She sought to force management of Superior Oil, led by her brother, to require the company to prioritize shareholders’ interests in corporate decisions, a novel assertion in its day. In May 1983, Willametta won the proxy fight, marking it as a rare defeat for management at the time and contributing to the law that directors of a company owe a fiduciary duty to consider shareholders’ interests in making corporate decisions.
The second was the landmark case of The United States v. Jerry W. Carlton. Jerry represented the Estate of Willametta K. Day. As executor of her estate, Jerry purchased and sold stock to take advantage of a tax law which would decrease the tax the estate would owe. Congress later amended that provision, and decreed that the amendment would apply retroactively to stock purchases made relying on that law, depriving the estate of a $5 million deduction. Jerry filed suit claiming Congress could not retroactively amend a law that a taxpayer had relied on making its investment decisions. Jerry won at the trial and the appellate level, overturning precedent that Congress had unchecked power to enact tax laws. The case went all the way to the Supreme Court, ruling 9-0 against Jerry’s position, making it clear that Congress has unfettered right to enact tax legislation, even if it wipes out a tax advantage that the taxpayer had expressly relied on in making its investment decisions. This case is taught in law schools today.

Within O’Melveny, Jerry was also valued for his administrative abilities. His lawyer-centered management style, coupled with his directness, delivered with an irreverent sense of humor, were integral to his successful leadership. He was selected to open the Orange County office of O’Melveny in 1979, to serve as its office head for three consecutive 5-year terms and to serve as a member on the firm’s committee responsible for guiding the many, and growing, number of O’Melveny branch offices, world-wide. Under his leadership, the Newport Office grew from 2 ½ lawyers on its opening to more than 40 lawyers only 10 years later.

Jerry did not fit the then very conservative, Ivy League tradition of large law firms. Bearded and booted, Jerry broke the mold. One colleague captured his renegade style: “Jerry always had just the right amount of wrong, although his toes were over the edge. In his own perfectly imperfect way, he inspired others to do more.”

While Jerry retired from O’Melveny and from the practice of law in 2002, he did not retire from his work as a business leader. He worked closely with a prominent financier, Robert Day, for the next 15 years, leading various business deals that were wide-ranging in complexity and scope. His ability to distill complex deal structures into simple frameworks, keeping focus only on what mattered, positioned him well to navigate governance issues and negotiations with ease and, at the same time, to support his partners’ goals. His ability to form meaningful connections and trust with partners and counterparties, alike, was his secret weapon to achieve incredible results in the dynamic world of private investments. Foley Timber and Land was one such deal, where Jerry led the governance and the eventual sale of the largest privately held tract of land in Florida (and one of the largest in the country). His decades long efforts in Foley's boardroom, together with the path that Jerry forged to a successful sale, were instrumental in the success of such an impactful investment for so many partners and their families, which resulted in a return to investors over 30 times their original investment.

Jerry served as a director for many public and privately held companies and philanthropic organizations, most notably WM Keck Foundation. Favorite charities that he supported were New Directions for Women, Prentice School, and Phoenix House.

In remembering Jerry, he cannot be reduced to his professional accomplishments. Jerry’s personal love of reading, music, golf, films, travel,and competitive games of all kinds were shared with his children and grandchildren, which enlivened family times together. A family game of “Oh Hell” could turn seriously competitive, as well as a source of family fun. ”Chance is the spice of life”, he oft repeated.

Jerry’s personal passions/pursuits also enriched his friendships. Jerry’s curated music playlists were widely circulated among his friends. A voracious, avid reader of fiction, history and politics, his book groups were a foundation for decades long friendships. Jerry had a love-hate relationship with golf, playing frequently with friends at Big Canyon Country Club and the Vintage and traveling to courses from Ireland to Arizona with his “Village Elders” group. Jerry was never too tired or over-committed to play a game of cards: gin, bridge, or poker. He had a wide circle of friends with whom he bet on football and professional golf, devising side bets when he played golf, and deeply loving the friends with whom he shared these games. The third Thursdays of the month were highly anticipated by him for the Poker game at the California Club and its annual competition for “The Man” trophy. That game was held continuously for 57 years.

And more. In remembering Jerry, one must note his unique sense of humor that peppered every conversation, no matter how serious it might have seemed at the start. And his infectious laugh. That laugh will be so missed!
As one colleague remembered Jerry, “he was a legend in his own right, and a behind-the-scenes/hidden in plain sight passion warrior for justice, albeit good old boy Texas style, living and loving life in The OC. Countless lawyers throughout the globe carry his mentor “brand” forever more.”

Jerry is predeceased by his first wife, Nita. Jerry is survived by his wife of 48 years, Lucyann; children: Kelly, Jay (wife, Melissa), Peter (wife, Katherine) and Scott; grandchildren: Jackson, Max, Olivia, Nia, Grayce, Reed, Scott Jerry, and Grayson: his sister, Sally Smith and his niece Emily Hastings.

The family is respecting Jerry’s wishes not to hold a public memorial in his honor, as so many of us would wish to do. He eschewed gatherings with him at the center and formal events of all kinds. The family is creating a book to commemorate his large, successful and loving life, which will be a legacy for his children and grandchildren. It will be shared with friends and associates.

If you wish to honor Jerry’s memory, Lucyann would appreciate any “Jerry story” or memory you may wish to share with her for inclusion in his commemorative book. In addition, a memorial fund has been created at UCI Mind, which is working towards a cure for dementia. Donations can be made via https://secure.give.uci.edu/donation/ and selecting “Institute for Memory Impairments and Neurological Disorders - Alzheimer’s Disease Research” from the drop-down menu, referencing the gift in memory of Jerry W. Carlton. Alternatively, you can mail a check payable to UCI Mind, selecting “Alzheimer’s Research,” and including Jerry’s name and your name and address as the donor. Mail to UCI Mind, 2646 Biological Sciences III, Irvine CA 92697-4545. UCI MIND will aggregate the donations so marked and the contributions will be in Jerry’s name.