Matt Gruenberg

Matthew Gruenberg


Matt Gruenberg is a transactional lawyer with an international practice devoted to counseling private equity firms and their portfolio companies, private and public companies, and high-profile individuals, in structuring and negotiating mergers and acquisitions, equity investments, joint ventures, and strategic partnerships and arrangements, with an emphasis in franchising, licensing, and distribution.

Matt’s experience spans many industries, and he serves as outside general counsel to numerous private-equity backed companies, and other private companies, advising on legal and business matters, including growth strategies, acquisitions and dispositions, regulatory compliance, and general commercial, corporate, and franchise matters.

Bar admissionsCalifornia


Representative Transactions

Matt has represented:

  • Berkshire Hathaway HomeServices in its initial franchise offering
  • Affiliates of Berkshire Hathaway in purchase of Intero Real Estate
  • Goldman Sachs in franchise system acquisition diligence
  • American Securities in franchise system acquisition diligence
  • Mathnasium in sale to affiliates of Roark Capital Group
  • Twin Peaks in sale to FAT Brands (NASDAQ:  FAT)
  • Affiliates of Platinum Equity in purchase of Valpak
  • Affiliates of LightBay Capital in purchase of FastSigns
  • Affiliates of Roark Capital Group in purchase of Sonic Drive-In
  • Jamba Juice in sale to Focus Brands
  • Oakwood Worldwide in purchase of ExecuStay
  • Affiliates of Franchise Group (NASDAQ:  FRG) in several refranchising transactions
  • StretchLab in sale to Xponential Fitness
  • Res-Care in purchase of Angel Companions
  • Pitfire Pizza in sale to KarpReilly
  • Christy Dawn in sale to KarpReilly
  • Affiliates of KarpReilly and Founders of American Beauty Ventures in restaurant brand growth
  • Mayweather Boxing + Fitness in acquisition of Kick House and in its initial international franchise offering
  • The Agency ( in its initial franchise offering
  • Tracy Anderson Method in its initial franchise offering
  • PetWellClinic in its initial franchise offering
  • Retail Zoo (Boost Juice) in its initial U.S. franchise offering
  • Oakwood Worldwide in its initial global franchise offerings
  • Laird Hamilton and Gabrielle Reece in M&A and licensing transactions
  • Sandbox VR in global franchise expansion
  • Yonder Hospitality in growth of lifestyle hospitality conglomerate
  • ProTaper in global license with an American motorcycle manufacturer
  • J.D., University of San Diego School of Law
    Alumni Scholar
  • B.S., University of Colorado at Boulder


  • Franchise Law Journal, Topics Editor (2018 – 2020), Associate Editor (2020 – present)
  • The Legal 500 United States
    • Recommended, Media and Entertainment: Litigation (2023)
    • Recommended, Commercial Deals & Contracts (2019)
  • Who's Who Legal: Franchise (17th Edition) 2019, (20th Edition) 2022, (21st Edition) 2023
  • Franchise Times, Dealmakers, Judge (2019)
  • Franchise Times, Legal Eagle (2014-2020)
  • The Franchise Lawyer, Associate Editor (2015 – 2018)

Pro Bono

Matt is committed to supporting the firm's pro bono efforts. He has extensive experience advocating for asylum seekers before the U.S. Department of Homeland Security and discharged veterans before the Army Review Boards Agency.  Matt also has experience working with the Promise of Justice Initiative Jim Crow Jury Project on behalf of Louisiana inmates seeking relief from unconstitutional jury convictions.


  • Co-Author, Franchising & Distribution Currents, Franchise Law Journal, Spring 2019, Winter 2021, Fall 2021
  • Contributor, The Bankruptcy Handbook for Franchisors and Franchisees, ABA Book Publishing, July 2018
  • Co-Author, FTC's Data Security Authority Survives in Wyndham, The Franchise Lawyer, Vol. 17, No. 2, Spring 2014
  • Co-Author, Protecting the System: Ways That Franchisors Can Plan for Franchisee Financial Distress and Navigate Franchisee Receiverships and Bankruptcies, Franchise Law Journal, Vol. 33, No. 3, Winter 2014

Prior Experience

  • Earlier in his career, Matt served as an extern for the United States Attorney’s Office and with the Honorable Leo S. Papas at the United States District Court for the Southern District of California.

Memberships And Affiliations

  • American Bar Association
  • International Bar Association
  • International Franchise Association