Brian T. Stephens

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Brian T. Stephens is a corporate and transactional business attorney with the Orange County, California law firm of Brown and Streza, LLP, and is a member of the firm’s business planning department. Brian is known for his practical approach to the practice of law, and regularly serves as outside general counsel to many of his clients, assisting them in defining and executing strategic legal planning, setting the stage for continued growth, and in some cases, planning the exit strategy.

Brian’s practice emphasizes legal counseling to a broad array of privately held businesses and their owners and executives, as well as other professionals, in all aspects of purchase and sale transactions, the structuring, organization and maintenance of legal entities, and a wide variety of business agreements and corporate governance matters. In this role, Brian regularly assists clients with the purchase and sale of business interests and assets, related financing transactions, entity selection issues, preparation and review of business contracts, implementing incentive compensation planning, succession planning, and legal compliance.

In addition, Brian advises and coordinates efforts which are instrumental in providing clients with the benefits incident to comprehensive estate and tax planning which seeks to efficiently defer and/or minimizes capital gain, and estate, gift and generation-skipping transfer taxes.

Brian believes that a client’s objectives are best achieved by taking a team approach with a client’s advisor team, and regularly works with accountants, brokers, appraisers, and financial advisors to ensure that client objectives are accomplished in a coordinated and efficient manner.

  • Purchase and sale transactions: mergers & acquisitions
  • Real estate purchases, sales and exchanges, and related financing transactions
  • Structuring, formation, and governance of legal business entities, including, corporations, limited liability companies (LLCs), and limited partnerships (LPs)
  • Transactional intellectual property law and licensing
  • Serving as outside general counsel to privately held businesses

Specific Representative Transactions

  • Represented buyer in acquisition of metal fabrication business
  • Represented seller in sale of restaurant equipment supply company
  • Represented seller in sale of closely held contracting business
  • Represented buyer in purchase of micro-brewery
  • Real estate investor’s counsel in sale of undeveloped land with entitlements
  • Represented buyer in purchase of assets of digital meter business
  • Real estate owner’s counsel in sale of significant office park and warehouse space
  • Represented seller in sale of equity interests of industrial grade container company
  • Company counsel in strategic equity recapitalization
  • Counsel to software company in negotiation of sophisticated license and SAAS agreements with major Hollywood movie studio
  • Counsel to 501(c)(3) organization in exemption issues and related license agreements
  • Represented seller in corporate restructuring transaction and sale of assets of logistics business
  • Buyer’s counsel in asset acquisition of privately held boutique home goods retailer
  • Seller’s counsel in sale of assets of professional medical corporation
  • Buyer’s counsel in stock acquisition of CFP professional services firm in a bifurcated transaction involving the separate sale of seller’s personal goodwill
  • Seller’s counsel in asset sale of alternative fuel business
  • Counsel to security and alarm company in IRC 355 corporate spin off transaction
  • Counsel to software company in negotiation of significant license agreement with Orange County theme park operator
  • Counsel to real estate owner in acquisition of mobile home parks and negotiation of joint venture limited liability companies
  • 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
  • Seller’s counsel in sale of significant California office building
  • Counsel to Los Angeles real estate developer in structure of limited partnership and subscription for a multimillion dollar syndication of new common interest development
  • Software company’s counsel in negotiation of license agreements
  • Buyer’s counsel to staffing company in acquisition of assets
  • Brown & Streza LLP, Irvine, California – Attorney – 2017‐Present
  • Stephens & Kray, Newport Beach, California – 2013-2017
  • Stephens & Carter, LLP, Newport Beach, California – 2012-2013
  • Stephens & Kray, Newport Beach, California – 2008-2012
  • Juris Doctor, Pepperdine University School of Law – 2008
  • Bachelor of Arts, University of California, Berkeley – 2003


  • All California State Courts
  • United State District Court for the Central District of California
  • United States Court of Appeals for the Ninth Circuit
  • Business Law Section, California State Bar Association – Member
  • Orange County Bar Association – Member