Eric J. Stiff

Partner

Eric J. Stiff is a partner in the San Francisco, Sacramento, and Los Angeles offices of Lewis Brisbois. With more than three decades of legal experience, Eric serves as national vice-chair of the firm’s Securities & Corporate Finance practice. He routinely represents privately held and publicly traded companies in transactions involving a variety of practices, including mergers and acquisitions, joint ventures, capital markets and securities, venture capital, private equity, commercial lending, intellectual property, and healthcare.

Eric and his team provide buyer and seller clients with all the support they need to guide them through the intricacies of the merger and acquisition process. They offer thorough support at every stage, from the preliminary and early stages of initiating an M&A transaction, including letters of intent and term sheets, through due diligence review, transaction structuring, and tax planning, to negotiating purchase price, earn-outs, roll-over equity, representations and warranties, indemnification obligations, and more. Eric and his team address all critical issues and conditions necessary to successfully close a transaction and plan for post-closing transition and integration.

Eric regularly advises founders, CEOs, CFOs, management teams, boards of directors, and other advisors seeking to eventually buy or sell a business in the management of all their day-to-day corporate legal functions, serving as outside general counsel. He has represented numerous early stage, emerging growth, and large established corporations (e.g. Fortune 100) as well as their investors on a wide assortment of venture capital, private equity and capital raising transactions, strategic partnerships, exit strategies, and liquidity events.

Eric represents businesses and investors that operate in a broad spectrum of industries, including healthcare (providers and payors), managed care, technology, biotechnology, software, hardware, internet, manufacturing, logistics, and aerospace. He has assisted many highly regulated clients in various matters, including the following: 

  • (i) mergers and acquisitions, joint ventures, reorganizations, commercial loans, credit facilities, and financings;
  • (ii) Committee on Foreign Investment in the United States (CFIUS) applications and review negotiations;
  • (iii) statutory regulatory approvals;
  • (iv) real estate transactions; and
  • (v) administrative services agreements, business associate agreements, confidentiality agreements and many other contractual arrangements.

A portion of Eric’s practice involves advising international clients in accessing the U.S. capital markets, cross-border mergers and acquisitions, investment transactions, and U.S. securities law compliance (’33 Act, ’34 Act, and ’40 Act). Clients include issuers (companies), underwriters, investment banks, and placement agents.

Eric’s peers have consistently recognized him as one of the top attorneys in the United States. He has been named Corporate “Lawyer of the Year” by The Best Lawyers in America three separate times (2016, 2019, and 2022) — an award annually granted to only one (1) lawyer per practice area per region, representing the top 0.4% of practicing attorneys in the U.S. He has also been recognized numerous times as a Northern California Super Lawyer in San Francisco Magazine and Sacramento Magazine, and he was named one of San Francisco’s top attorneys by the San Francisco Chronicle. Additionally, Eric earned an AV Preeminent® Peer Review Rating™ by Martindale-Hubbell®, the highest peer review rating available.

Representative Experience

  • Representation of aerospace company in multiple mergers and acquisitions of competitors.
  • Representation of hospitality company in sale to international public company.
  • Representation of behavioral health company in sale to private equity company.
  • Representation of underwriter in private placement, IPO and NASDAQ listing for California-based technology company.
  • Representation of one of the country’s largest networks of behavioral health clinics in corporate reorganization and sale to private equity firm.
  • Representation of Fortune 150 and NYSE managed health care company in various regulatory and transactional matters.
  • Representation of Canadian public company in acquisition of finance company and listing on NASDAQ.
  • Representation of international health plan in large syndicated debt financing.
  • Representation of underwriters in connection with Canadian public offering and U.S. private offering (Regulation S and 144A).
  • Representation of private equity fund in connection with formation, capital raising, and acquisition of dental practices and related healthcare management organizations.
  • Representation of a publicly traded international pharmaceutical company in a merger and financing transaction.
  • Representation of numerous domestic and international clients in connection with CFIUS content national security reviews of acquisitions of US businesses.
  • Formation, capital raising, compliance and ongoing representation of private equity fund.
  • Representation of travel and hospitality company in connection with sale to one of the largest private equity firms in the world.
  • Representation of publicly traded software company in acquisition of leading competitor.
  • Representation of a start-up technology company in connection with first and second round venture financings and eventual merger and acquisition transaction.
  • Representation of technology company in capital raise, acquisition of public company and related spin-off transaction.
  • Representation of placement agent in connection with PIPE (private investment in public equity) transaction.
  • Representation of private technology company in formation, license and development arrangement with Fortune 500 defense contractor.

Admissions

  • State Bar Admissions
    • California

Admissions

California

Awards & Honors

  • AV Preeminent® Peer Review Rating™ by Martindale-Hubbell®
  • Best Lawyers in America®, Mergers and Acquisitions Law, Securities / Capital Markets Law, Venture Capital Law, 2026
  • Best Lawyers in America®, Corporate Governance Law, 2021 – 2026
  • Best Lawyers in America®, Corporate Law, Leveraged Buyouts and Private Equity Law, 2010 – 2019 and 2021 – 2026
  • Sacramento Magazine, Top Lawyers in Region for Mergers & Acquisitions and Securities & Corporate Finance, 2016 – 2020
  • Best Lawyers in America®, Corporate Law — "Lawyer of the Year" (Sacramento), 2016, 2019, and 2022
  • Northern California Super Lawyers List, Securities & Corporate Finance and Mergers & Acquisitions, 2012 and 2014 – 2018
  • San Francisco Chronicle and San Francisco Magazine, San Francisco's Top Attorneys, 2011 – 2019

Education

University of the Pacific, McGeorge School of Law

Juris Doctor, 1995 

University of California, Santa Barbara

Bachelor of Arts, 1989

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