Thomas N. Stephens
Senior Counsel Associate
Areas of the Law
- Corporate Law
- Securities Law
- Contract Law
- California, 1995
- UC Berkeley, School of Law (”Boalt Hall”) JD
- California State University, Los Angeles B.A.
Mr. Stephens has practiced as a corporate and transactional lawyer for his entire legal career. However, his broad experience gives him insight into many issues that clients face. Although his focus is corporate law and transactions, Mr. Stephens always views himself as a general counsel for his clients, looking out for any legal issues that could affect his clients and their businesses.
Graduating with honors from California State University, Los Angeles, Mr. Stephens went on to study law at UC Berkeley, School of Law (”Boalt Hall”). Following graduation from Boalt Hall, Mr. Stephens went to work at a premier law firm in Silicon Valley. There he worked on venture capital transactions, securities offerings by both private and public companies, public company reporting, mergers and acquisitions and corporate governance.
Leaving Silicon Valley to return home to Southern California, Mr. Stephens worked for years in the Orange County office of a large law firm headquartered in Los Angeles. At that firm, Mr. Stephens broadened his skill set beyond those required for the Silicon Valley model (which had been developed for capital intensive “high technology” companies). In Orange County he worked with a wide variety of companies in such diverse industries as sports equipment and apparel companies, restaurants chains, manufacturers, and Alzheimer’s care facilities, as well as software companies and internet -based businesses. While in Orange County a large part of his practice was sell-side representation in middle-market M&A transactions.
Examples of Transactions
Venture capital financings from formation with angel investors to late round, both company and investor representation
Entity formation (corporations and LLCs)
Operating agreements for LLCs
Mergers, both acquisitions and re-organizations
Acquisitions, stock and asset purchases representing both buyers and sellers
Asset backed debt financings (largely bank lines of credit)
Corporate governance advice
Sale of private technology hardware company to a large public company (sell-side representation)
Start-up counseling and financing for series A and B rounds, including all ancillary documents and agreements
Late round venture capital financings including ancillary documents and agreements
Documentation of renegotiated investment for venture capital investors following breach of representation by the company
Debt financings (multi-million dollar line of credit) for apparel company with primary lenders and subordinated lenders (borrower representation)
Outside counsel to subsidiary of a large public company drafting form agreements and supporting sales teams.
Sales agreement for home improvement company
Advisor to general counsel of a public company
Sale of “fast-casual” restaurant chain to a larger franchising company (sell-side representation)
Securities compliance for aero-space parts manufacturer
Acquisition of a mobile power generation company (buy-side representation)
Private equity investment in an on-site power generation company
Purchase of plasma processing company by German public company (buy-side representation)
Sale of flooring manufacturer to private equity group (sell-side representation)
Reorganization of construction machinery distributer
Sale of Alzheimer’s care facilities (sell-side representation)
Sale of sport equipment and apparel company in leveraged recapitalization
’34 Act (Securities Exchange Act of 1934) reporting for internet-based retail sales company
’34 Act reporting for internet-based florist
’34 Act reporting for legal financing company
Location: Irvine, California