If you could only sense how important you are to the lives of those you meet; how important you can be to the people you may never even dream of. There is something of yourself that you leave at every meeting with another person.
- Mr. Rogers

Jerome A. "Jerry" Grossman

Jerome “Jerry” Grossman is an Of Counsel attorney in our San Diego office who has a wealth of experience in real estate finance law and has represented clients in a broad range of general commercial and real estate finance matters for more than 30 years. He focuses his practice on Uniform Commercial Code secured transactions, real estate secured transactions, and other financing transactions (including securitized financings) – from the initiation stage through workouts and restructurings – and third-party legal opinions.

Jerry brings an in-depth understanding of the commercial mortgage-backed securities market, and for several years he devoted his practice to representing borrowers in connection with real estate financings bound for that market. This work, commenced primarily on behalf of tenancies in common, has expanded to include representation of Delaware statutory trusts, real estate investment trust subsidiaries, and investors in commercial real estate.

As Of Counsel, Jerry works, independently or with others, to represent clients in connection with a broad range of commercial financing transactions, secured and unsecured, including structured finance and tax-exempt bond financings of infrastructure projects. Jerry has also expanded his practice to include representation of 501(c)(3) organizations in connection with bond financings of educational facilities, real estate acquisitions, and low-income housing.


  • J.D., University of California, Berkeley, School of Law
  • B.A., With Highest Honors, University of California, San Diego
  • Order of the Coif


Our business and finance attorneys represent national, regional and local clients participating in significant transactions.

Our real estate practice is one of the largest in the American West, including Arizona, California, Colorado and Nevada with experience in all aspects of the real estate development process, from due diligence, acquisition and finance, through land use permitting and entitlements, to leasing and sale.


  • Bankruptcy
  • Tax-exempt financing
  • Secured transactions

Awards and Honors

  • Best Lawyers, U.S. News & World Report’s Best Lawyers in America, 2014-present
  • Best Lawyers, Structured Finance, 2012-2024
  • 2014 Top Lawyer, Martindale-Hubbell, San Diego Magazine
  • National Merit Scholar


  • Fellow, American College of Commercial Finance Lawyers (2010-present, 2014-17 as member of Board of Regents)
  • Member, Financial Lawyers Conference (1995-present, Past President and emeritus member of Board of Governors
  • Member, Uniform Commercial Code Committee, Business Law Section, California Lawyers Association (1995-2000, and 2021-Present, 1999-2000 as Chair)
  • Member, Executive Committee, Business Law Section, California Lawyers Association (2001-2004 and 2009-2012, Advisor 2020-Present)
  • Member, Steering Committee, Opinions Committee, Business Law Section, California Lawyers Association (2001-present, 2007-2011 as Chair)
  • Editorial Board of the Business Law Section’s publication, “Business Law News” (2013-present, 2014-2015 and 2017-2020 as Editor-in-Chief)
  • Law Firm Representative to the Working Group on Legal Opinions (https://www.wglo.net/) (2007-present)
  • Board of Governors and Past President, Financial Lawyers Conference

Articles and Presentations

  • Interview, “I’ve Always Envisioned my Career Including a Teaching Component,” Fennemore Blog, June 2, 2022
  • Co-Presenter, “Analyzing Commercial Reasonableness and Key Strategic Issues in the Enforcement of Security Interests in LLC Interests,” (Financial Lawyers Conference, December 2021)
  •  Co-Presenter, “Opinions of Counsel in Lending Transactions: Scope and Assumptions, Substantive Opinions, and Qualifications” (Stafford, 2016-2020)
  • Presenter, “Basics of Understanding and Drafting Legal Opinions in Business Transactions,” (MyLawCLE, May 2019)
  • Co-Presenter, “You Authorized WHAT?! A Cautionary Tale in Three Acts,” (Financial Lawyers Conference, April 2015)
  • Adjunct Professor, Western State College of Law at Argosy University, Spring 2015 (teaching a course in secured transactions)
  • Co-author, CEB Action Guide “Enforcing Security Interests in Personal Property” (2001-2022 editions)
  • Co-author, “Laws Commonly Excluded from the Coverage of Third-Party Legal Opinions in U.S. Commercial Loan Transactions,” 76 Bus. Law. 889 (2021)
  • Author, “The Dangerous Allure of Form Loan Documents,” 2019 Business Law News Issue 2
  • Co-author, Secured Transactions: A Context and Practice Casebook (Carolina Academic Press, 2015)


  • California


  • Spanish