Specializing in business and real estate transactions since 1978, Matthew C.
Fragner earned his J.D. from the University of California Berkeley (Boalt Hall)
(1978) and his B.A. from Yale University (1975). Mr. Fragner has been
involved in representing a variety of start-up, growing and mature businesses,
as well as developers, lenders and tenants of high rise office buildings,
shopping centers, single family and multi-family residential projects and
industrial office parks, with particular expertise in leasing, sale/leaseback
transactions, limited liability companies, redevelopment projects,
private/public partnerships and complex multi-phased projects.
Clients Mr. Fragner has represented include The CIM Group, Citicorp, Union
Oil Company of California, General Electric Capital Corporation, Imperial
Credit Commercial Mortgage Investment Corp., McDonald’s, Trammell
Crow, Legacy Partners, Deutsche Financial Services, Merrill Lynch, Bank of
America, N.T. & S.A., The Prudential Insurance Company of America, First
Interstate Bank, Credit Lyonnais, Dunlop Tire Corporation, Christian Dior and
From 1998 to 2000, Mr. Fragner was chair of the Commercial Development
and Leasing Subsection of the Los Angeles County Bar Association and on
the Real Property Section Executive Committee.
Mr. Fragner has lectured at the University of Southern California Real Estate
Development Graduate School (1995-1999) and to various local, state and
national bar groups on Opinions in California Real Estate Loan Transactions
(1987), Real Estate Aspects of Co-generation Facilities (1988), Reciprocal
Easement Agreements (1990), Negotiating Agreements Between Tenants and
Lenders (1991), Customizing Title Endorsements (1991), Alternative Pricing
for Legal Services (1994), Tenant Improvement Work Letters (1994-1999),
Nondisturbance, Subordination and Attornment Agreements (1996, 1997),
Financing Ground Leases (1998, 1999), Environmental Disclosures (1999),
Year 2000 Real Estate Issues (1999), Structuring Real Estate Ventures (2002,
2003) and Miscellaneous Provisions (2004). Mr. Fragner’s publications
“Atlas Shrugged – Who Wrote This Damned Lease Provision Anyway?” Los
Angeles County Bar Association Real Property Section Review (January,
“Fine Print” – Los Angeles Lawyer (January, 1998) (cover article).
“Tips for Buying Property Out of Bankruptcy” (with Peter J. Gurfein) – Los
Angeles County Bar Association Real Property Section Review (September/
“Universal Document Drafting Checklist” – Los Angeles County Bar
Association Real Property Section Review (March/April, 1998).
“Sophisticated Use of Estoppel Certificates”-- Los Angeles County Bar
Association Real Property Section Review (2004).
“Insurance Deductibles as an Operating Expense”-- Los Angeles County Bar
Association Real Property Section Review (2004).
Norbert M. Seifert
Wharton School in 1977 and from the NYU School of Law in 1980. While in
law school, he was an editor of the Annual Survey of American Law and
authored an article on mechanics' liens and state action that was published in
the 1979 edition of that publication.
For the past 30+ years, Mr. Seifert has been engaged in various aspects of
real estate transactional law practice, including real estate acquisition and
disposition, real estate finance (representing senior and subordinate lenders,
originators of convertible debt and borrowers), loan defeasance and
refinancings, loan restructuring, foreclosure/work-out and related matters,
commercial leasing, entity formation and capitalization (including pre-
formation structuring), and capital markets transactions (debt, equity and
Mr. Seifert’s clients have included institutional lenders and advisors (including
banks and finance companies, investment banks and investment funds) and
property developers and owners, including developers of large retail, flagged
hospitality and multifamily residential properties, such as CIBC, Column
Financial/CS First Boston, Calyon (France), Transwestern and Rothbart
Development Corp. and their affiliates. He has negotiated and completed
leases and pad sales on behalf of shopping center owners with various
national and regional chain tenants, including Starbucks, Payless Shoesource,
Wells Fargo, Bank of America, Citibank, Office Depot, Petsmart, Nordstrom,
Barnes & Noble, Hallmark, Chevron, In N Out, Walgreens, Ross Stores and
California Pizza Kitchens, among others. He also has represented The CIM
Group, George Smith Partners, Inc., Tutelian Development Partners, Haseko
Corporation, Accord Interests and others in projects including the purchase
of a 30+ property office portfolio for over $1.4 billion, the refinancing and
subsequent sale of a Marriott Residence Inn Hotel near Beverly Hills, the
financing (including providing a California enforceability legal opinion) of a
60+ story office tower in Downtown Los Angeles, the structured $1.5 billion
financing of an office portfolio (including a mortgage loan and simultaneous
multiple tiers of mezzanine loans), two separate refinancings of a large retail
shopping center in Bakersfield, CA anchored by Wal-Mart, Michaels, Ross,
Target and Home Depot stores, bulk sales of multifamily mortgage loans by
an originator for bulk-up in anticipation of securitization, originations and
documentation of forward commitments in support of construction loans for
affordable housing projects, documentation and collateralization of deferred
fee arrangements, sales of Century City office buildings, sales of retail
shopping centers and developed parcels within retail shopping centers, and a
wide variety of other transactions. Mr. Seifert worked for three years as
Senior VP, Corporate Secretary and General Counsel of a real estate
investment trust that he helped form and take public in a 1997 $500+ million
IPO (former symbol: ICMI). While at ICMI, he was one of four members of
its Executive Investment Committee, responsible for making all of ICMI’s
investment decisions. He also negotiated and documented various credit
facilities ($800 million in two warehouse facilities, a $25 million repo facility
and numerous term loans), managed all outside counsel, all day-to-day legal
affairs (including employment, consultant, executive compensation, retention
and severance, corporate facilities, operations and compliance issues), and
managed the legal aspects of a successful stock-for-cash merger of ICMI
into another public company. Before working at ICMI, Mr. Seifert was a
partner in the real estate departments of the Los Angeles offices of
Sonnenschein Nath & Rosenthal (now Dentons, LLP) and Mayer, Brown &
Platt (now Mayer Brown, LLP), and before that he worked for several years
as an associate attorney at Milbank, Tweed, Hadley & McCloy in New York
Mr. Seifert has lectured on real estate securitization and other topics to real
estate finance classes at UCLA's Anderson School of Business and UCLA
Extension (both introductory and advanced classes), and on jurisdictional
issues for a program on REITs presented by the American Bar Association's
Business Law Section entitled Battle of the Boundaries: MD v. DE v. VA.
Mr. Seifert is licensed to practice law in both California and New York. He
practices law in the Firm’s West Los Angeles office.
Terrence R. Pace
University of Southern California (1988 and 1995, respectively). For Mr.
Pace’s first nine years as a lawyer, he practiced with Sonnenschein Nath &
Rosenthal, where he became a partner in 2003. His experience includes
extensive representation of numerous banks, insurance companies and other
institutional lenders, with a concentration in real estate secured lending and
commercial finance, involving structuring, documenting and negotiating
conventional, construction and mezzanine loans, acquisition loans, revolving
credit facilities, conduit loans, letter of credit facilities, portfolio acquisitions,
receivable purchase facilities, the sale and participation of loans, asset
securitizations, workouts, recapitalizations, syndicated credit facilities and
joint ventures. Mr. Pace has expertise in a broad range of corporate and real
estate transactions, including commercial and retail leasing, ground leasing,
affordable housing, tax deferred exchanges, construction and architectural
agreements, foreclosures and restructurings and equipment leasing.
Clients that Mr. Pace has represented include Citibank Private Bank, The CIM
Group, Napa Community Bank, Imperial Credit Commercial Mortgage
Investment Corp., Katell Investment Company, Unocal Land and
Development Company and Union Bank of California.
Risa B. Winograd
Ms. Winograd obtained her undergraduate degree from the University of
California, Los Angeles, cum laude, in 1987, and her J.D. degree from Loyola
Law School in 1991, Order of the Coif. Before joining the Firm, Ms.
Winograd practiced for over seven years at Liner Yankelevitz Sunshine and
Regenstreif, as senior counsel in its real estate department, and before that,
for over six years at Christensen, Miller, Fink, Jacobs, Glaser, Weil &
Shapiro. She regularly engages in the negotiating, structuring, drafting and
preparation for execution of lease (including long and short-term office, retail,
industrial and telecommunications leases, ground leases and tenant
improvement agreements), license agreements, equipment leases and
easement agreements. She has reviewed, negotiated and drafted numerous
real property acquisition (purchase/exchange), disposition, construction and
Clients that Ms. Winograd has represented include: California State Teachers’
Retirement Fund; Arden Realty, Gore Technology Group; Marvel
Entertainment, Pandemic Studios, FoodBrand, MJW Investments, Shoe
Pavilion, Skechers and Lakeshore Learning Stores.
Pamela K. Prickett
real estate attorney. A graduate of Stanford University with distinction in 1976
and Stanford University School of Law in 1979, Ms. Prickett has for 30 years
resolved complex legal issues in a wide variety of sophisticated financing,
ownership, leasing and development transactions involving commercial real
estate. Ms. Prickett is a highly regarded expert on legal issues related to hotel
ownership, management and finance. She also is well known for her
extensive legal work related to leasing of high profile commercial office and
retail premises. Ms. Prickett’s practice includes representation of numerous
clients in connection with the development, ownership and operation of mixed
use, office (including medical office), hotel, retail and other commercial
properties. Ms. Prickett also is experienced in tax advantaged investment and
finance. Ms. Prickett has represented Indian Tribes on real estate matters
regarding both tribal lands and real estate investments.
Ms. Prickett is member of the Los Angeles County and American Bar
Associations. Real Estate Southern California magazine has named Ms.
Prickett as one of the 50 “Women of Influence” among women professionals
in the California real estate industry. Ms. Prickett also serves as a Board
Member for the Arthritis Foundation – Southern California and Nevada
Chapter. Prior to joining the Firm, Ms. Prickett was a partner in the Los
Angeles office of Sonnenschein Nath & Rosenthal, LLP.
and regulatory problems. He is a practical, businessman’s lawyer with
experience working both at large private law firms and in executive in-house
positions crafting cost-effective, sensible solutions to clients’ needs.
Before returning to private law practice with our Firm in 2017, Mr. Rubenfeld
served for over 10 years with several large institutional investment advisors
specializing in private and public equity investments in real estate,
infrastructure and corporate debt and equity, including as general counsel and
chief compliance officer. In those roles, Mr. Rubenfeld helped to organize
and advise numerous private and public funds, including public and private
REITs, listed and unlisted business development companies, and CLOs and
other structured investment vehicles in their deployment and harvesting of
billions of dollars of capital. Before that, Mr. Rubenfeld practiced both
corporate law and litigation at several preeminent New York City and
Washington D.C. law firms, including Fried, Frank, Harris, Shriver &
Jacobson LLP, Arnold & Porter (now Arnold & Porter, Kaye Scholer LLP)
and Proskauer Rose LLP. While there, he advised several leading financial
institutions, including Goldman Sachs, Morgan Stanley, Merrill Lynch and J.
P. Morgan, in securities and structured product offerings and represented
private and public companies in litigation in both federal and state courts.
Mr. Rubenfeld’s legal experience encompasses the entire range of issues
confronting today’s business enterprises, including asset acquisitions,
dispositions and financings, fund formation and capital raising, securities
offerings and reporting, regulatory compliance, insurance coverage, and
employment, real estate and commercial litigation. In addition, as a senior
executive, Mr. Rubenfeld directly managed his companies’ compliance, risk
management, and human resources teams, and served on their investment,
asset management, disclosure and other operational committees.
Mr. Rubenfeld earned his J.D., cum laude, from the Harvard Law School in
1995 and his B.A., magna cum laude and with college and departmental
honors, from UCLA in 1991. He is licensed to practice law in New York.
Andrew S. Kwok
graduated from the University of Pennsylvania Magna Cum Laude in 1990
and Boalt Hall School of Law at the University of California, Berkeley in
1994. Immediately prior to joining our Firm, Mr. Kwok practiced law with
the legal department of the U.S. capital markets division of RBS, where he
served in a number of senior legal roles, from heading legal coverage in the U.
S. for structured credit to, more recently, Latin America, structured finance
and non-core markets. Prior to joining RBS, he was a partner in the
corporate law group of the law firm McKee Nelson and, before that, Fried,
Frank, Harris, Schriver & Jacobson LLP, both in New York City. He had
been elevated by the latter firm to partner after working there for several
years as an associate attorney. Mr. Kwok began his legal career as an
associate attorney with Proskauer Rose LLP, also in New York City.
experience, Mr. Kwok is an expert on legal issues related to structured
finance and securitized products (CLO’s, CMBS, RMBS, ABS and the like).
He also is well known for his extensive legal work related to special out-of-
court restructuring situations involving certain of RBS’s largest and most
complex legacy exposures.
member of the New York bar. Mr. Kwok’s practice continues to focus on
sophisticated financial products, private equity and general corporate matters.
Jaron R. Fragner
Mr. Fragner graduated from Loyola University Maryland, cum laude, in 2012,
and received his Juris Doctor degree from Drexel University Thomas R. Kline
School of Law in 2015. Before joining the Firm, Mr. Fragner was an
Associate Attorney at a Philadelphia, PA law firm, where among other things
he represented insurers and their insureds in premises liability, environmental
coverage and mass tort litigation. Mr. Fragner is able to apply his professional
experience in and knowledge of the insurance industry and risk management
to his practice, which includes negotiating, structuring, drafting and preparing
leases (including office and retail leases, ground leases and tenant
improvement agreements). While he was in law school, Mr. Fragner also was
an intern in the legal department of Orleans Homes, a large regional
homebuilder, where he gained experience working with HOAs and preparing
various easements and conveyancing documents. Mr. Fragner is licensed to
practice law in both Pennsylvania and New Jersey. When he is not practicing
law, Mr. Fragner is actively involved with USA Rugby, having coached,
refereed, and played across the country for over a decade.
Angeles office. Since joining the Firm, Mr. Flumenbaum has represented
clients in a variety of real estate matters. His practice includes, among other
areas, property acquisition, retail and commercial leasing and loan
Mr. Flumenbaum earned his B.A. in English and psychology from Boston
University in 2011 and his J.D. from Emory University School of Law in
2015, where he was a member of the Emory University School of Law Real
Estate Society. Prior to joining the Firm, Mr. Flumenbaum was a summer
associate with Public Counsel, the largest pro bono law firm in the nation,
where his duties consisted of conducting legal research on immigration law,
homelessness prevention law and landlord/tenant law, among other topics.
Mr. Flumenbaum also worked with Thrifty Oil Company, where he worked
on a variety of matters in connection with real estate acquisition and
Mr. Flumenbaum has a passion for real estate and public interest law. He is
admitted to practice in California.