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Matthew S. Gray



Firmwide Chair, Land Development Industry Group

Matthew Gray focuses his practice on land use entitlement processing, environmental compliance, and real estate transactions. He represents a range of local agencies, real estate developers and landowners in all stages of the land use entitlement and development process. He assists clients in negotiating and securing approval of development agreements, general plan amendments, specific plans, zoning, subdivision approvals, and annexation of property into cities and special districts; regularly appears before planning commissions and city councils; and advises clients on compliance with the California Environmental Quality Act and other federal and state regulatory programs during the development process. Matt also has experience negotiating affordable housing agreements, complex mitigation fee agreements and conservation easements; forming land-based financing mechanisms, including Mello-Roos Districts; securing cancellation or termination of Williamson Act contracts on agricultural lands; advising clients on issues relating to water supply; and using the initiative and referendum process in the land use planning context. Matt negotiates purchase and sale agreements; site development agreements; CC&R's and easement agreements; and related transactional documents in connection with mixed-use, commercial, and residential development projects.

Matt litigates land use matters in the state and federal courts, having defended clients in challenges under the California Environmental Quality Act, the Planning & Zoning Law, the Subdivision Map Act, the National Environmental Policy Act, the Federal Land Policy and Management Act, the National Historic Preservation Act, as well as local zoning ordinances, conditions of approval and general plans. He also regularly defends landowners in eminent domain litigation.

Matt has worked on a wide variety of significant land use projects throughout California, including large urban redevelopment projects, military base reuse projects, mixed-use waterfront developments, renewable energy and related infrastructure projects, regional shopping centers, and master-planned residential communities.

Matt teaches an Annual Land Use Law Review and Update course at University of California Davis Extension. He has also taught Planning Law and Legal Process at University of California Berkeley Extension. He regularly lectures on the Subdivision Map Act through California Continuing Education of the Bar (CEB) and before local municipal engineers’ associations.

He is an active member of San Francisco Planning and Urban Research (SPUR). He has served on the board of directors of the AIDS Legal Referral Panel, and chair of the Amicus Committee of Bay Area Lawyers for Individual Freedom.

Representative Experience

  • The Candlestick Point/Hunters Point Shipyard Phase 2 redevelopment project, which includes 10,500 residential units; 2.5 million square feet of commercial space oriented around a green science and technology campus; nearly 1 million square feet of neighborhood and destination retail; and 300 acres of waterfront parks, all situated along San Francisco Bay;  

  • Negotiating purchase agreements and site development agreements, counseling on CEQA compliance, and securing land use entitlements on behalf of a large retail development company for commercial and mixed use projects totaling nearly 1 million square feet in both Northern and Southern California;

  • Expansion of Broadway Plaza shopping center in Walnut Creek, CA, to accommodate a new Neiman Marcus store, which involved both city approvals and a voter-approved initiative;

  • Land use due diligence and entitlement strategy for the conversion of approximately 150,000 square feet of space in three separate buildings, including historic properties, in San Francisco's South of Market neighborhood to office uses for emerging technology companies;

  • The Hercules Bayfront project, which includes dense, waterfront mixed-use development of approximately 1,400 residential units; 300,000 square feet of retail, office, and flex space; a multimodal bus, rail, and ferry transit center; and was approved by initiative; 

  • Due diligence in connection with acquisition by an institutional investor of a majority interest in 1200 acres of ultra-premium vineyard properties in Napa, Sonoma, Monterey, and Sacramento Counties, including analysis of and resolution of title issues; water rights; and issues relating to antiquated subdivisions;

  • Subdivision approvals and formation of a Mello-Roos community facilities district for the 1300-unit mixed-use Central Station/Wood Street project in West Oakland, CA; 

  • Entitlement and permitting due diligence for the City Walk residential tower project in downtown Oakland, CA; 

  • Several master-planned mixed residential/community facilities projects, including the 450-unit Bordoni Ranch project in Vallejo, CA, the 800-unit Faria Preserve project in San Ramon, CA, the 500-unit Aviano Adult Community in Antioch, CA, and redevelopment of an infill surplus school site in Millbrae, CA; and 

  • Processing of a formula retail use permit for a national product retailer in San Francisco, including a successful appeal to the San Francisco Board of Supervisors.

Professional Recognition

  • Listed in The Best Lawyers in America 2013 - Present: Environmental Law

Professional Leadership

  • American Bar Association
  • San Francisco Bar Association
  • Contra Costa County Bar Association

Community Involvement

  • AIDS Legal Referral Panel, Board of Directors
  • San Francisco Planning and Urban Research (SPUR), Member

Related Employment

  • Bingham McCutchen, San Francisco, CA, Partner


  • Hon. Jerome Farris, U.S. Court of Appeals for the Ninth Circuit


  • Georgetown University Law Center, J.D., magna cum laude, Order of the Coif, 1997
    Senior Notes and Comments Editor, Georgetown Law Journal
  • University of California, Los Angeles, B.A., magna cum laude, 1993

Bar Admissions

  • California

Court Admissions

  • U.S. District Court for the Northern District of California
  • U.S. District Court for the Southern District of California
  • U.S. Court of Appeals for the Ninth Circuit