Seth A. Goldberg

Partner

  • Seth A. Goldberg
  • Phone: +1 215 979 1175

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  • Duane Morris LLP
    30 South 17th Street
    Philadelphia, PA 19103-4196
    USA

Seth A. Goldberg counsels public and private businesses, and their owners, officers and directors, in class actions, commercial litigation and products liability matters. He regularly appears in federal and state court, arbitration and mediation, and before federal and state agencies. He also co-leads the firm’s Cannabis Industry Group, and has been recognized by various publications, including the prestigious Chambers and Partners, for his work in cannabis-related matters.

As set forth more fully in the descriptions of his Cannabis practice and Representative Matters, Mr. Goldberg’s litigation experience includes:

  • Class Actions: Mr. Goldberg represents clients in federal and state class actions, and class action arbitrations, involving antitrust, consumer fraud and consumer protection, insurance fraud, fiduciary duties, and securities law. His management of class actions includes all aspects of complex litigation, including pre-trial discovery, factual investigation, fact and expert witness preparation, class certification briefing, settlement planning and negotiations, trial strategy and trial, and appeal.
  • Contractual and Commercial Disputes: Mr. Goldberg routinely advises clients in contractual and commercial disputes involving breach of contract, fraud and misrepresentation, and interference with contract.
  • Regulatory Actions and Investigations: Mr. Goldberg represents clients in state and federal regulatory actions and investigations, including before the SEC, FDA, FTC, state Attorney General offices, state Departments of Health, and state cannabis commissions.
  • Products Liability and Mass Torts: Mr. Goldberg has represented pharmaceutical, automobile, and railroad manufacturers in products liability actions involving injuries allegedly sustained by carcinogenic substances. He has handled multi-district products liability litigation and state mass actions. His experience in products liability matters includes working with scientific experts to develop defenses in the areas of general and specific causation, and Daubert briefing and hearings.
  • Antitrust and Competition: Mr. Goldberg has represented hospitals and health systems, pharmaceutical manufacturers, tobacco manufacturers, and physicians in individual and class actions asserting antitrust violations involving allegations of horizontal and vertical restraints and monopoly and monopsony power, as well as unfair competition claims arising under state law.
  • Fiduciary Duties and Securities: Mr. Goldberg represents companies, including their directors and officers, in individual and shareholder class actions asserting fiduciary duty breaches and security law violations arising out of mergers, tender offers, conflicts of interest, executive compensation, usurping corporate opportunities, and corporate waste.

Areas of Practice

  • Complex Litigation/Class Actions
  • Products Liability/Consumer Fraud
  • Regulatory/Administrative
  • Antitrust
  • Commercial Litigation
  • Securities
  • Fiduciary Duties

Mr. Goldberg spearheaded the establishment of the firm’s Cannabis Industry Practice group in 2015, which he has managed since. He possesses a deep working knowledge of the complex and unique federal and state laws and regulations, including the Controlled Substances Act (CSA) and anti-money laundering laws (AML), that impact businesses and individuals with cannabis-related interests. His experience in this regard includes:

  • Providing regulatory advice to cannabis growers, processors, dispensaries, and testing laboratories with respect to compliance with state adult-use and medical marijuana laws and regulations;
  • Providing regulatory advice in cannabis-related mergers and acquisitions to ensure such transactions are structured to comply with state adult-use and medical marijuana laws and regulations;
  • Providing regulatory advice to ancillary non-cannabis companies in various industries, including consumer packaged goods, banks and financial services, advertising, raw materials, industrial agriculture and equipment, and packaging, regarding entering the cannabis space and providing services to cannabis companies under the U.S. federal and state cannabis regulatory regime, with a particular emphasis on the CSA and AML.
  • Representing clients in cannabis-related state agency investigations and actions regarding alleged violations of state cannabis laws and regulations;
  • Advising cannabis and hemp clients with respect to supply chain arrangements to ensure production and distribution requirements comply with federal and state laws and regulations;
  • Providing regulatory advice to hemp-derived CBD product manufacturers with respect to the compliance with state-by-state hemp laws and regulations that would impact the nationwide distribution and retail sale of CBD-containing consumer products;
  • Conducting due diligence of cannabis merger and acquisition targets with respect to their cannabis operations and historical compliance with state cannabis laws and regulations; and
  • Advising as to the structure of new cannabis ventures, and assisting with developing the content for their cannabis permit applications.

In addition to representing clients with cannabis-related interests in regulatory matters and actions, business disputes and litigation, and mergers and acquisitions, Mr. Goldberg is an industry thought leader, writing and speaking frequently on cannabis-related issues. In this connection, Mr. Goldberg steers the firm’s relationship as the National Law Partner of the American Trade Association for Cannabis and Hemp (“ATACH”), which was the first partnership between a Cannabis trade association and an Am Law 100 firm. Mr. Goldberg and others at Duane Morris routinely collaborate with ATACH and industry stakeholders on issues of high importance to the cannabis industry, and Mr. Goldberg sits on ATACH’s Capital Markets Council, Cannabis Beverages Council and CBD Task Force.

In 2022, the prestigious Chambers and Partners acknowledged Mr. Goldberg for the fourth consecutive year as being in the “Top-Tier Nationwide” among lawyers who practice in the cannabis space, quoting clients as saying, “he's a top-notch lawyer who really knows his stuff” and “he's consistently responsive and knowledgeable.” He was recognized by The Legal 500 as a “Leading Lawyer in Cannabis” in 2021, and received the Legal Intelligencer’s Professional Excellence Award as a “Law Firm Innovator” for his cannabis practice in 2021.

Representative Matters

    Class Actions, Mass Actions, and Commercial Litigation

  • Represents a cannabis cultivator, product manufacturer, and retailer in a class action lawsuit asserting claims for consumer fraud, false advertising, and unfair competition arising out of allegations of mislabeling cannabis products with regard to THC potency.

  • Appointed by the Court as “Defense Liaison Counsel” and to the “Defendants’ Executive Committee” in MDL No. 2875, In Re: Valsartan, Losartan, and Irbesartan Products Liability Litigation, and individually represented a generic active pharmaceutical ingredient manufacturer, finished dose manufacturer, distributor, and retailers in the more than 1000 products liability and 18 consumer class fraud class actions that alleged bodily injury and economic loss claims arising out of an alleged nitrosamine "contaminant" in valsartan.

  • Represented osteopaths in a class action alleging that the American Osteopathic Association's conditioning of board certification on the purchase of membership in the Association constituted unlawful tying in violation of antitrust laws. The class action was resolved with an injunction against the AOA preventing their illegal tie, which was found to violate the Sherman Antitrust Act, and future benefits for approximately 100,000 Osteopathic Physicians with a value of around $84 Million.

  • Counsel to an executive of a publicly traded company in an SEC investigation and dozens of class actions arising out of alleged disclosure violations concerning the executive's personal business arrangements with the company, the company's accounting for certain commercial transactions and the company's liquidity. All claims were dismissed and the SEC issued a "no-action" letter following a multi-year investigation.

  • Represented one of the world’s largest REIT’s in class actions asserting claims for breach of fiduciary duty and securities law violations, arising out of a proposed $3 billion merger.

  • Counsel to an executive of a publicly traded company in class actions arising out of alleged disclosure violations concerning the executive's compensation, as well as other commercial transactions of his company.

  • Counsel to a statewide class of emergency room physicians in Tennessee asserting class action claims against a health insurance companies arising out of improper reimbursement for so-called “non-emergency” services.

  • Represented Virtua Health, Inc., a health system of four hospitals in southern New Jersey, against Deborah Heart and Lung Center, a specialty hospital in southern New Jersey, in a state court litigation spanning more than ten years where Deborah asserted unfair competition and civil conspiracy against Virtua.

  • Represented a manufacturer of isotretinoin, the generic form of the acne medicine Accutane, in a mass products liability action asserting the client’s drug caused inflammatory bowel disease.

  • Counsel to a statewide class of emergency room physicians in Illinois asserting class action claims in an arbitration against health insurance companies arising out of improper reimbursement for non-contracted services provided to beneficiaries enrolled in the insurer's Medicaid plan.

  • Counsel to a national class of hospitals asserting class action claims against two insurance companies arising out of improper reimbursement for facility charges, as opposed to professional charges.

  • Obtained summary judgment on behalf of Virtua Health, Inc., a health system of four hospitals in southern New Jersey, against Deborah Heart and Lung Center, a specialty hospital in southern New Jersey, in federal antitrust litigation in which the court held Deborah failed to show any adverse effect on competition in the market.

  • Counsel to a Philadelphia-area hospital in an action alleging antitrust claims against the region's largest health insurance company arising out of hospital reimbursement rates.

  • Counsel to one of the world's largest private equity firms and a venture capital firm in an action seeking $48 million in damages arising out of the breach of a merger agreement relating to the acquisition of a medical device company and regulatory approval of a medical device.

  • Counsel to one of the world's largest private equity firms and a venture capital firm in an action seeking $225 million in damages arising out of the breach of a merger agreement relating to the acquisition of a medical device company and regulatory approval of a medical device.

  • Counsel to a publicly traded medical device manufacturer asserting claims for breach of restrictive covenants and tortious interference with contract against a competitor and former sales representatives.

  • Counsel to an executive of a publicly traded pharmaceutical manufacturer in an investigation arising out of an alleged violation of restrictive covenants.

  • Representing Virtua Health Inc. and Capital Health System Inc. in a case against the state of New Jersey, seeking to hold unconstitutional as "special legislation" a law that transfers the right to provide emergency medical services from Virtua and Capital to other hospitals without regard to the established regulatory structure.

  • Counsel to The Hospital and Healthsystem Association of Pennsylvania in a challenge to a General Appropriations Act that set a default reimbursement rate for out-of-network emergency services provided to enrollees of Medical Assistance managed care organizations; the Supreme Court of Pennsylvania issued a unanimous ruling invalidating the provision in favor of the Duane Morris client.

    • Cannabis

  • Advising California-licensed cannabis testing lab with regard to changing testing regulations, and comments thereto, with a specific focus on THC potency and contaminants.

  • Represented a management company and investor in a contract dispute with a Massachusetts-licensed operator over reimbursement for services provided by the management company and the payment of fees owed to the management company.

  • Represented the Pennsylvania Cannabis Coalition, which represents approximately 85% of the cannabis operators licensed in Pennsylvania, in engaging with the PA Department of Health on behalf of PCC in connection with DOH’s investigation into vape additives and ingredients, and its market-wide recall of thousands of vape pens; also authored an amicus brief on behalf of PCC and its members in litigation brought by a few operators against DOH to successfully stop the recall. 

  • Represented LIM College in connection with the development of LIM’s bachelor program entitled “The Corporatization of Cannabis,” advising LIM on the regulatory issues related to offering a degree in the business of cannabis, and how LIM students can participate in internships with cannabis operators, given the federally unlawful nature of cannabis.

  • Advised an industry-leading environmental consulting company with offices throughout the US and worldwide that services traditional industries in its expansion of offering environmental consulting services to US cannabis operators.

  • Advised an industry-leading packaging company that services traditional industries with annual global revenues exceeding $2 billion in its expansion of offering packaging materials to the cannabis industry.

  • Advised a healthcare data and analytics company in connection with its acquisition of a cannabis seed-to-sale tracking company that contracts to provide services to more than a dozen states and foreign governments, with a specific focus on the client’s listing on Nasdaq.

  • Cannabis regulatory counsel for a publicly traded global cannabis company in connection with its U.S. cannabis business interests, including regulatory matters pertaining to a $300 million acquisition of a hemp-derived CBD product manufacturer and the distribution of hemp-derived CBD topicals and vapors in all 50 U.S. states.
  • Cannabis regulatory counsel for a private credit asset management firm in connection with a $50 million secured financing to a premier producer of packaging and other ancillary products and services to the cannabis and hemp industries.
  • Cannabis regulatory counsel to a publicly traded manufacturer of industrial pump equipment supplied to the U.S. cannabis industry in connection with its supply contracts and compliance with state and federal cannabis regulations.
  • Cannabis regulatory counsel for a manufacturer of hemp-derived CBD products in connection with the distribution of its hemp-derived CBD topicals and vapors in convenience store chains in more than two-dozen U.S. states.
  • Cannabis regulatory counsel for French manufacturer of chromatography equipment supplied to the U.S. cannabis industry with respect to supply contracts and compliance with state and federal cannabis regulations.
  • Cannabis regulatory counsel for one of the largest internet medical ad networks in connection with advertising cannabis-related businesses using its health market online advertising services.
  • Represent the Defendants-THC and CBD vaping and infused product manufacturers-in the first ever federal trademark infringement action involving federal trademark rights to use the WOODSTOCK trademark on smoking-related products, including vapor. See Woodstock Ventures LC, et al. v. Woodstock Products Co. International, Inc., et al., SDNY 1:18-cv-01840-RWS
  • Cannabis regulatory counsel for a Fortune 500 natural gas company in connection with its evaluation of supplying natural gas and related products and equipment to cannabis cultivators and processors.
  • Cannabis regulatory counsel for a venture capital fund in connection with its investments in California and Massachusetts cannabis operations and real estate holdings pertaining to cannabis operations.
  • Provide cannabis-related banking and regulatory advice concerning payment systems for cannabis dispensary operations.
  • Represent THC and CBD infused product manufacturer in documenting a bridge loan for $2,000,000 in operating capital.
  • Represent THC and CBD infused product manufacturer in connection with corporate restructuring, with a particular emphasis on intellectual property assets and taxation.
  • Cannabis regulatory counsel for a world-renowned neurosurgeon in connection with a clinical research program involving THC and CBD.
  • Represent a vertically-integrated operator with licenses in MA, MD, and NH in various aspects of its business, including general corporate, capital raising, and intellectual property.
  • Cannabis regulatory counsel for a Canadian cannabis fund with subsidiary entities, employees and contractors in California.
  • Representing a Canadian company in connection with its 20-F Registration filed with the SEC.
  • Advising one of the world’s leading hospitals in connection with their research into the therapeutic benefits of THC and CBD.
  • Cannabis regulatory counsel to a cannabis-related venture capital fund in the creation of the fund and capital formation activities, as well as advising on portfolio companies in ancillary cannabis businesses.
  • Advising universities interested in conducting cannabis-related research on the wide range of pertinent regulatory issues.
  • Representing an applicant for permits to grow, process and dispense medical marijuana pursuant to the clinical registrant provisions of Pennsylvania’s Medical Marijuana Act in connection with their applications.

Admissions

  • Pennsylvania
  • New Jersey
  • Florida
  • District of Columbia
  • U.S. District Court for the Eastern District of Pennsylvania
  • U.S. District Court for the Eastern District of Wisconsin
  • U.S. Court of Appeals for the Second Circuit
  • U.S. Court of Appeals for the Third Circuit
  • U.S. Court of Appeals for the Ninth Circuit

Education

  • Temple University Beasley School of Law, J.D., 1999

Experience

  • Villanova Law School
    - Adjunct Professor, Complex Litigation Theory and Practice
  • Duane Morris LLP
    - Partner, 2008-present
    - Associate, 2003-2007
  • Boies, Schiller & Flexner LLP, Washington, D.C.
    - Associate, 1999-2003

Professional Activities

  • University of Pennsylvania Inn of Court
  • American Bar Association
  • Pennsylvania Bar Association
  • Philadelphia Bar Association
  • New Jersey Bar Association
  • District of Columbia Bar Association
  • Florida Bar Association
  • American Trade Association for Cannabis and Hemp (ATACH)

Honors and Awards

  • Listed in Global Top 200 Lawyers by Cannabis Law Report, 2022/23
  • Named a "Law Firm Innovator" by The Legal Intelligencer’s Professional Excellence Awards 2021
  • Listed in The Legal 500, Leading Lawyer in Cannabis, 2021
  • Listed in Pennsylvania Trailblazers by The Legal Intelligencer, 2019

  • Listed in Chambers USA: America's Leading Lawyers for Business, 2019-2022

  • Named to MG Retailer's list of 30 Powerful Cannabis Attorneys You Should Know, 2018

  • Named to National Law Journal's Cannabis Law Trailblazers List, 2018

  • Recognized as a Pennsylvania Rising Star in Business Litigation, Philadelphia magazine, June 2011 and December 2008

Civic and Charitable Activities

  • Girard College High School
    - Developed and implemented a mentoring program for juniors and seniors interested in the practice of law
    - Coach, Mock Trial Team
  • Leadership Council for Legal Diversity, Mentor

Selected Publications

Selected Speaking Engagements

  • Featured in "All About Legal Cannabis and Cannabis Beverages," On & Off Podcast, May 10, 2022
  • Moderator, "The Cannabis Beverage Revolution: Is Beverage Cannabis’ Next Big Wave?" Duane Morris Mainstreaming Cannabis Webinar Series, February 2, 2022
  • Panelist, "PA's Path to Recreational Cannabis Legalization," Cantor Fitzgerald, Webinar, November 17, 2020
  • Panelist, "Has Bifurcation of the Cannabis Plant Lead to More Harm Than Good?" ASTM International Global Workshop, Webinar, October 22, 2020
  • Presenter, "Professional Sports & CBD: The Journey Ahead," Duane Morris Webinar, MGO and ELLO Capital Webinar, September 15, 2020
  • Presenter, "Cannabis 303: Civil Litigation and COVID-19 Implications for the Cannabis Industry: An Unavoidable Consequence of a Maturing U.S. Cannabis Market," Duane Morris Cannabis Webinar Series, April 21, 2020
  • Presenter, "Cannabis 205: What Big Global Companies Should Know About Entering the Cannabis Space," Duane Morris Cannabis Webinar Series, October 15, 2019

  • Speaker, PICPA Valuation & Forensic Accounting Conference, King of Prussia, Pennsylvania, November 18, 2019

  • Speaker, "Hot Topics for In-House Counsel at Health Care Institutions," University of Maryland, Francis King Carey School of Law, Baltimore, October 11, 2019

  • Panelist, "The Future of Retailing Hemp Products," The Pennsylvania Hemp Summit, Lancaster, Pennsylvania, October 8, 2019

  • Speaker, "Ethically Speaking: Issues and Uncertainties in Practicing Cannabis Law," FDLI 2019 Food Advertising, Labeling, and Litigation Conference, Washington, D.C., September 27, 2019

  • Presenter, "Clearing the Smoke: Pennsylvania Marijuana Laws," Duane Morris LLP and the Pennsylvania Food Merchants Association Webinar, August 1, 2019

  • Speaker, "Finding Regulatory Zen for Cannabis and Hemp Products After the 2018 Farm Bill," Food and Drug Law Institute, July 23, 2019

  • Presenter, "Cannabis 202: IP Issues Facing the Cannabis Industry," Duane Morris Cannabis Webinar Series, June 18, 2019

  • Presenter, "Legal and Policy Update," American Trade Association of Cannabis and Hemp's Lobby Day's Conference, May 8, 2019.

  • Presenter, "Cannabis 201: CBD and Hemp Regulatory Update," Duane Morris Cannabis Webinar Series, May 7, 2019

  • Interviewed on "Cannabusiness: The Marijuana Industry," Business Radio, Sirius XM, February 26, 2019

  • Speaker, "Industrial Hemp - How to Assure Opportunities for Small Farmers," Rural Coalition Winter Forum, Washington, D.C., December 14, 2018

  • Presenter, "Cannabis 109: Legal Cannabis and Insurance," The Duane Morris Cannabis Webinar Series, November 8, 2018

  • Speaker, "The Cannabis & Insurance Segment," American Insurance Association, Webinar, October 10, 2018

  • Moderator, “Cannabis 107: The U.S. and Canadian Cannabis Markets: 2018 Mid-Year Review,” Duane Morris Cannabis Webinar Series, July 24, 2018

  • Panelist, "The US Cannabis Market: New Promise, Persistent Constraints," CFN Insider, July 19, 2018

  • Speaker, "The Impact of Opioids and Medical Marijuana in Healthcare: How Are You Managing Those Risks," Philadelphia Area Society for HealthCare Risk Management - Annual Spring Conference, April 26, 2018

  • Panelist, "The Emerging AG Role in Cannabis Markets," Spring Policy Meeting of the Democratic Attorneys General Association, Santa Fe, March 15, 2018

  • Presenter, "Seeing Green? A look at Marijuana Law and Surety Bonds," NASBP Virtual Webinar, February 21, 2018

  • Speaker, "The Healing Power of Knowledge," Affinity Bio Partners and Affinity BioCeuticals, Philadelphia, PA, February 21, 2018

  • Presenter, "The Regulation of Medical Marijuana Under Federal and Pennsylvania Law," 24th Annual Health Law Institute, Philadelphia, March 13-14, 2018

  • Speaker, "Valuation Trends and Investment Opportunities in the Cannabis Industry," Expert Webcast, June 29, 2017
  • Presenter, "Complying With Federal and State Regulations," Clearing the Smoke: Legal Pathways to Success in the Cannabis Industry, June 19, 2017
  • Speaker, "Cannabis - Investing in One of the Fastest 'Growing' Life Sciences Segments," ACG Webinar, May 9, 2017