5000 Birch Street
Newport Beach, CA 92660
Phone: (949) 476-2106
Fax: (949) 476-9320
- Mergers and Acquisitions
- Real Estate Purchases, Sales and Exchanges
- Corporate Structuring, Formation, and Governance
- Trademark and Service Mark Prosecution and Controversy,
- Software and Technology Licensing, and General Transactional Intellectual Property Law
- General Contract and Operational Business Law
- Non-taxable and taxable Estate Planning and Retirement Planning
Pepperdine University School of Law (J.D., 2008)
University of California, Berkeley (B.A., Economics, 2003)
Admissions and Qualifications
California Bar, 2009
U.S. District Court, Central District of California, 2009
U.S. Court of Appeals, for the Ninth Circuit, 2009
California State Bar Association
Orange County Bar Association
California Lawyers for the Arts
Provisors Newport Gateway
Select Representative Matters
- Real estate owner’s counsel in sale of $5 million of raw land with entitlements (2016).
- Buyer’s counsel in $1 million purchase of assets of digital meter business (2016).
- Real estate owner’s counsel in sale of $15 million Orange County, California office park and warehouse space (2015).
- Seller’s counsel in sale of equity interests of industrial grade container company with aggregate consideration of approximately $10 million (2015).
- Borrower’s counsel in $2 million strategic equity recapitalization (2015).
- Counsel to software company in negotiation of sophisticated license and SAAS agreements with major hollywood movie studio (2015).
- Counsel to 501(c)(3) organization in exemption issues and related license agreements (2015).
- Seller’s counsel in $18 million sale of assets and corporate restructuring transaction (2015).
- Buyer’s counsel in asset acquisition of closely held boutique home goods retailer (2015).
- Seller’s counsel in $1 million sale of assets of professional medical corporation (2015).
- Buyer’s counsel in $1 million stock acquisition of CFP professional services firm in a bifurcated transaction involving the separate sale of seller’s personal goodwill (2014).
- Seller’s counsel in $9 million asset sale of alternative fuel business (2014).
- Counsel to alarm and monitoring company in IRC Section 355 corporate reorganization and tax free spin off of separate lines of business (2014).
- Counsel to software company in negotiation of license agreement with Orange County theme park operator (2014).
- Representation of company in corporate redemption of minority shareholder (2014).
- Counsel to real estate owner in acquisition of several Texas mobile home parks and negotiation of highly tailored LLC operating agreements (2014).
- Counsel to auto supply company in exercise of real estate option agreement, and subsequent representation as to the purchase and sale agreement and related 1031 exchange issues, allowing the business to own an underlying premises it had previously leased for several decades (2014).
- Seller’ counsel in $21 million sale of California office building (2013).
- Counsel to Los Angeles real estate developer in structure of limited partnership and subscription for a multi million dollar syndication of new common interest development (2013).
- Software company’s counsel in negotiation of license agreements (2012).
- Buyer’s counsel to staffing company in acquisition of assets (2012).
Brian Stephens is an attorney whose practice focuses on transactional business law, including the purchase, sale and exchange of businesses and commercial real property, together with companion estate and retirement planning which is often implicated after a significant liquidity event. Mr. Stephens also has significant experience in the area of corporate formation, operations and governance and serves as outside general counsel in the day to day operational legal matters to many small and mid-market companies located primarily in Southern California.
Mr. Stephens has represented the interests of individuals, trusts, and businesses at all levels, and regularly advises clients on the negotiation, structuring, and preparation of a wide array of business agreements. In this regard, Mr. Stephens regularly represents clients in matters involving asset and stock purchase agreements, real estate purchase and sale agreements, lease agreements, all manner of entity formations, shareholder agreements, and intellectual property matters, including software and technology licensing, and trademark matters.
In addition, Mr. Stephens also has significant experience representing individuals and families in developing and implementing comprehensive estate plans and business entity structures that efficiently minimize estate, gift and generation-skipping transfer taxes.
Mr. Stephens believes that a client’s objectives are best achieved by taking a team approach with a client’s other advisors, and regularly works with client’s other advisors, including accountants, investment advisors, brokers and value experts, to ensure the client’s objectives are accomplished in a coordinated and consistent manner.
Prior to joining Stephens & Kray, Mr. Stephens owned and operated a law firm partnership which provided transactional and business law services, gained experience at an acclaimed regional firm, and worked at a nationally recognized intellectual property firm working on transactional business and trademark matters.
Mr. Stephens is admitted to practice in all courts of the State of California and the United States District Court for the Central District of California. He is a member of the American Bar Association, and the Orange County Bar Association, and regularly devotes time as a panelist for various legal aid societies.