C. Stephen Bigler

Director

302.651.7724
302.498.7724 (fax)
bigler@rlf.com
C. Stephen Bigler counsels corporations, officers, directors, board committees, stockholders and investors on matters involving the General Corporation Law of the State of Delaware and related issues of fiduciary duty arising in a wide variety of transactional and operational contexts. Steve’s practice also includes entity formation, mergers, acquisitions, divestitures, defensive planning, capital-raising transactions and stockholder meetings. A past president of the firm, he also represents special committees in transactional matters and renders legal opinions on Delaware corporate law issues. Steve is a frequent speaker on Delaware corporate law practice and developments.
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Select Experience

  • Delaware counsel to the Transaction Committee of Annie’s Inc. in connection with the acquisition of Annie’s by General Mills
  • Delaware counsel to Koch Optics, Inc. in connection with its acquisition of Oplink Communications, Inc.
  • Delaware counsel to Flint Hills Resources LP in its acquisition of PetroLogistics LP
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C. Stephen Bigler counsels corporations, officers, directors, board committees, stockholders and investors on matters involving the General Corporation Law of the State of Delaware and related issues of fiduciary duty arising in a wide variety of transactional and operational contexts. Steve's practice also includes entity formation, mergers, acquisitions, divestitures, defensive planning, capital-raising transactions and stockholder meetings. A member of the firm's Corporate Advisory and Governance Group, he also represents special committees in transactional matters and renders legal opinions on Delaware corporate law issues.

Steve was president of the firm from July 2008 to July 2011 and executive vice president from July 2006 to July 2008. 

Active in the legal community, Steve was one of a group of venture capital lawyers who participated in the drafting of model financing documents for the National Venture Capital Association. Steve is a member of the American Bar Association Business Law Section Mergers and Acquisitions and Corporate Documents and Process Committees. He has participated in the drafting of a model merger agreement by the Public Companies Subcommittee of the Mergers and Acquisitions Committee, and in the drafting of a model certificate of incorporation, bylaws and preferred stock designation by the Corporate Documents and Process Committee.

Steve also participated in the drafting of the Special Report of the TriBar Opinion Committee: Duly Authorized Opinions on Preferred Stock, and the Report of the Corporation Law Committee of the Association of the Bar of the City of New York regarding the Enforceability and Effectiveness of Typical Shareholder Agreement Provisions. He has written numerous articles on aspects of Delaware corporate law appearing in The Business Lawyer, Insights and other legal publications, and is a frequent speaker regarding Delaware corporate law practice and developments.

Experience

  • Delaware counsel to the Transaction Committee of Annie’s Inc. in connection with the acquisition of Annie’s by General Mills
  • Delaware counsel to Koch Optics, Inc. in connection with its acquisition of Oplink Communications, Inc.
  • Delaware counsel to Flint Hills Resources LP in its acquisition of PetroLogistics LP
  • Delaware counsel to Energy XXI (Bermuda) Ltd. in its acquisition of EPL Oil & Gas, Inc.
  • Delaware counsel to Birch Communications Inc. in its acquisition of Cbeyond Inc.
  • Delaware counsel to Koch Industries Inc.in its acquisition of Molex Inc.
  • Delaware counsel to Marlin Equity Partners LLC in its acquisition of Tellabs Inc.
  • Delaware counsel to Vivendi SA in connection with its sale of its shares of Activision Blizzard Inc.
  • Delaware counsel to Special Transaction Committee of Clearwire, Inc.
  • Delaware counsel to Exacttarget, Inc. in connection with its acquisition by salesforce.com
  • Delaware counsel to Boise Cascade Corp., Coty Inc., Jones Energy Inc. and WCI Communities Inc. in connection with their respective IPOs
  • Delaware counsel to Independent Directors of KBW, Inc. in connection with KBW's acquisition by Stifel Financial Group, Inc. 
  • Delaware counsel to K-Swiss Inc in connection with acquisition by E--land World Ltd.
  • Delaware counsel to Linnco LLC and Linn Energy, LLC in connection with the acquisition of Berry Petroleum Company
  • Delaware counsel to Eastman Chemical in connection with its acquisition of Solutia, Inc.
  • Delaware counsel to Roche Holding AG in connection with its offer for Illumina, Inc.
  • Delaware counsel to Georgia Gulf Corporation in connection with an acquisition proposal by Westlake Chemical Corp.
  • Delaware counsel to Commercial Metals Corp. in connection with an acquisition proposal by Icahn Enterprises Inc.
  • Delaware counsel to SemGroup, Inc. in connection with an acquisition proposal by Plains All American Pipeline LP
  • Delaware counsel to Roche Holding AG in its acquisition of Anadys Pharmaceuticals Inc.
  • Delaware counsel to Nalco Holding Co. in its acquisition by Ecolab Inc.
  • Delaware counsel to Sealed Air Corp. in its acquisition of Diversey Holdings Inc.

Publications

  • "What Statute of Limitations Applies? The Effect of the Delaware Borrowing Statute on Claims Governed by Foreign Law," Business Law Today, March 2015   View >
  • "Restoring Equity: Delaware's Legislative Cure for Defects in Stock Issuances and Other Corporate Acts," The Business Lawyer, February 2014   View >
  • "Void or Voidable? - Curing Defects in Stock Issuances Under Delaware Law," The Business Lawyer, August 2008   View >
  • "Form or Substance? The Past, Present, and Future of the Doctrine of Independent Legal Significance," The Business Lawyer, November 2007   View >
  • "Delaware Law Developments: Stock Option Backdating and Spring-Loading," The Review of Securities & Commodities Regulation, May 2007   View >

Presentations

  • "Hot Topics in Mergers & Acquisitions 2014," September 9, 2014
  • "34rd Annual Ray Garrett Jr. Corporate and Securities Law Institute," May 1, 2014
  • "Rural Metro and Claims for Aiding & Abetting Breaches of Fiduciary Duty," April 2, 2014
  • "Delaware Law Update," November 15, 2013
  • "First Annual Mergers & Acquisitions Conference," November 13, 2013
  • "10th Annual Institute on Mergers & Acquisitions and Corporate Governance," September 27, 2013
  • "Hot Issues in Executive Compensation 2012," October 4, 2012
  • "2012 ABA Business Law Section Spring Meeting," March 22, 2012
  • "Delaware Corporate Law Webinar," March 2012
  • "Mergers & Acquisitions 2011: What You Need to Know Now," September 23, 2011
  • "Mergers & Acquisitions 2011:  What You Need to Know Now," September 8, 2011
  • "Deals: The Latest Delaware Developments," June 16, 2011
  • "Effective Shareholders Agreements," June 15, 2011
  • "Atlanta Bar Association Business & Finance Section and Securities & Corporate Litigation Section Meeting," April 27, 2011
  • "2011 ABA Business Law Section Spring Meeting," April 14, 2011
  • "PLI's Advanced Venture Capital 2010," December 7, 2010
  • "Mergers and Acquisitions 2010: What You Need to Know Now," October 7, 2010
  • "American Bar Association's 2010 Annual Meeting," August 5, 2010
  • "Hot Issues in Executive Compensation 2010," June 3, 2010

Awards

  • Chambers USA, since 2006
  • The Best Lawyers in America (Corporate Law, Corporate Governance Law, Mergers & Acquisitions Law), since 2010
  • Best Lawyers’ Wilmington, DE Mergers and Acquisitions Lawyer of the Year, 2015
  • Who's Who Legal (Corporate Governance, Mergers & Acquisitions), since 2010
  • Super Lawyers, since 2009
  • Lawdragon, 2011, 2010, 2009
  • Delaware Today Top Lawyer, 2010

Leadership

    • American Bar Association, Business Law Section
      • Committee on Corporate Laws
      • Corporate Documents and Process Committee
      • Editorial Board, The Business Lawyer
      • Mergers & Acquisitions Committee
    • TriBar Opinion Committee

Education

  • J.D., University of Virginia School of Law, 1984
  • B.S., magna cum laude, Washington and Lee University, 1981

Admitted to Practice

  • Delaware
  • United States District Court, District of Delaware
  • United States Court of Appeals
  • United States Supreme Court

Experience

  • Delaware counsel to the Transaction Committee of Annie’s Inc. in connection with the acquisition of Annie’s by General Mills
  • Delaware counsel to Koch Optics, Inc. in connection with its acquisition of Oplink Communications, Inc.
  • Delaware counsel to Flint Hills Resources LP in its acquisition of PetroLogistics LP
  • Delaware counsel to Energy XXI (Bermuda) Ltd. in its acquisition of EPL Oil & Gas, Inc.
  • Delaware counsel to Birch Communications Inc. in its acquisition of Cbeyond Inc.
  • Delaware counsel to Koch Industries Inc.in its acquisition of Molex Inc.
  • Delaware counsel to Marlin Equity Partners LLC in its acquisition of Tellabs Inc.
  • Delaware counsel to Vivendi SA in connection with its sale of its shares of Activision Blizzard Inc.
  • Delaware counsel to Special Transaction Committee of Clearwire, Inc.
  • Delaware counsel to Exacttarget, Inc. in connection with its acquisition by salesforce.com
  • Delaware counsel to Boise Cascade Corp., Coty Inc., Jones Energy Inc. and WCI Communities Inc. in connection with their respective IPOs
  • Delaware counsel to Independent Directors of KBW, Inc. in connection with KBW's acquisition by Stifel Financial Group, Inc. 
  • Delaware counsel to K-Swiss Inc in connection with acquisition by E--land World Ltd.
  • Delaware counsel to Linnco LLC and Linn Energy, LLC in connection with the acquisition of Berry Petroleum Company
  • Delaware counsel to Eastman Chemical in connection with its acquisition of Solutia, Inc.
  • Delaware counsel to Roche Holding AG in connection with its offer for Illumina, Inc.
  • Delaware counsel to Georgia Gulf Corporation in connection with an acquisition proposal by Westlake Chemical Corp.
  • Delaware counsel to Commercial Metals Corp. in connection with an acquisition proposal by Icahn Enterprises Inc.
  • Delaware counsel to SemGroup, Inc. in connection with an acquisition proposal by Plains All American Pipeline LP
  • Delaware counsel to Roche Holding AG in its acquisition of Anadys Pharmaceuticals Inc.
  • Delaware counsel to Nalco Holding Co. in its acquisition by Ecolab Inc.
  • Delaware counsel to Sealed Air Corp. in its acquisition of Diversey Holdings Inc.

Education

  • J.D., University of Virginia School of Law, 1984
  • B.S., magna cum laude, Washington and Lee University, 1981

Publications

  • "What Statute of Limitations Applies? The Effect of the Delaware Borrowing Statute on Claims Governed by Foreign Law," Business Law Today, March 2015   View >
  • "Restoring Equity: Delaware's Legislative Cure for Defects in Stock Issuances and Other Corporate Acts," The Business Lawyer, February 2014   View >
  • "Void or Voidable? - Curing Defects in Stock Issuances Under Delaware Law," The Business Lawyer, August 2008   View >
  • "Form or Substance? The Past, Present, and Future of the Doctrine of Independent Legal Significance," The Business Lawyer, November 2007   View >
  • "Delaware Law Developments: Stock Option Backdating and Spring-Loading," The Review of Securities & Commodities Regulation, May 2007   View >

Presentations

  • "Hot Topics in Mergers & Acquisitions 2014," September 9, 2014
  • "34rd Annual Ray Garrett Jr. Corporate and Securities Law Institute," May 1, 2014
  • "Rural Metro and Claims for Aiding & Abetting Breaches of Fiduciary Duty," April 2, 2014
  • "Delaware Law Update," November 15, 2013
  • "First Annual Mergers & Acquisitions Conference," November 13, 2013
  • "10th Annual Institute on Mergers & Acquisitions and Corporate Governance," September 27, 2013
  • "Hot Issues in Executive Compensation 2012," October 4, 2012
  • "2012 ABA Business Law Section Spring Meeting," March 22, 2012
  • "Delaware Corporate Law Webinar," March 2012
  • "Mergers & Acquisitions 2011: What You Need to Know Now," September 23, 2011
  • "Mergers & Acquisitions 2011:  What You Need to Know Now," September 8, 2011
  • "Deals: The Latest Delaware Developments," June 16, 2011
  • "Effective Shareholders Agreements," June 15, 2011
  • "Atlanta Bar Association Business & Finance Section and Securities & Corporate Litigation Section Meeting," April 27, 2011
  • "2011 ABA Business Law Section Spring Meeting," April 14, 2011
  • "PLI's Advanced Venture Capital 2010," December 7, 2010
  • "Mergers and Acquisitions 2010: What You Need to Know Now," October 7, 2010
  • "American Bar Association's 2010 Annual Meeting," August 5, 2010
  • "Hot Issues in Executive Compensation 2010," June 3, 2010

Awards

  • Chambers USA, since 2006
  • The Best Lawyers in America (Corporate Law, Corporate Governance Law, Mergers & Acquisitions Law), since 2010
  • Best Lawyers’ Wilmington, DE Mergers and Acquisitions Lawyer of the Year, 2015
  • Who's Who Legal (Corporate Governance, Mergers & Acquisitions), since 2010
  • Super Lawyers, since 2009
  • Lawdragon, 2011, 2010, 2009
  • Delaware Today Top Lawyer, 2010

Leadership

    • American Bar Association, Business Law Section
      • Committee on Corporate Laws
      • Corporate Documents and Process Committee
      • Editorial Board, The Business Lawyer
      • Mergers & Acquisitions Committee
    • TriBar Opinion Committee