Overview
Steve Bigler is a “top-notch corporate lawyer,” a “go-to person on anything related to Delaware,” and a “key practitioner in the Delaware bar” (Chambers USA).
Steve provides counsel on all aspects of Delaware corporate law matters in the full range of corporate transactions, including statutory compliance, structuring, fiduciary duty, and governance. He is “very capable in balancing the technical aspects of an issue with the practical reality of doing a transaction” (Chambers USA, 2024). Steve’s clients include private and public corporations of all sizes and stages and their founders, boards of directors, board committees, and venture capital and private equity firms, as well as the prominent law firms that counsel them.
Clients consider Steve “a top-notch corporate lawyer,” noting that “he is excellent and truly a pleasure to work with” (Chambers USA). Steve has considerable experience analyzing and drafting preferred stock terms, merger and investment agreement terms, and other corporate documents governed by Delaware law. He had a lead role in drafting provisions implementing a number of innovative changes to the Delaware General Corporation Law, including:
- Sections 204 and 205, permitting ratification of defective corporate acts (adopted in 2013)
- Section 122(17), permitting advance waivers of corporate opportunities (adopted in 2000)
- Section 251(g), permitting holding company reorganizations without a stockholder vote (adopted in 1995)
Steve was one of the original group of venture capital lawyers who drafted the NVCA model venture financing documents, and he currently serves on the National Venture Capital Association GC Advisory Board and participates in updating those documents annually. While a member of the ABA Corporate Laws Committee, Steve was involved in drafting several additions to the MBCA, including provisions adding a statutory ratification procedure and provisions permitting the formation of public benefit corporations. He was also involved in drafting several new sections of the 7th edition of the Corporate Directors Guidebook.
Steve served as president of Richards Layton from 2008-2011. He was a member of the ABA Corporate Laws Committee from 2014-2020, and currently is a member of the Tri-bar Legal Opinion Committee. Steve is a frequent speaker on DGCL developments and practice issues.
PRACTICES
Corporate Transactions
Corporate Governance
Mergers & Acquisitions
Special Committees & Investigations
- University of Virginia School of Law, J.D., 1984
- Washington and Lee University, B.S., magna cum laude, 1981
Education
Publications
In Our Opinion | Spring 2018
In 2017, the Delaware Court of Chancery in Nguyen v. View, Inc., 2017 WL 2439074 (Del. Ch. June 6, 2017), held in a proceeding brought pursuant to Section 205 (“Section 205”) of the General Corporation Law of the State of Delaware (the “DGCL”) that the consummation of a financing by View, Inc. (“View”) that required the…
In Our Opinion | Summer 2017
Since it became effective on April 1, 2014, Section 204 of the Delaware General Corporation Law (the “DGCL”) has served its purpose by enabling corporations to retroactively cure defects in their corporate records and by allowing corporate practitioners to give clean legal opinions as to, among other things, a corporation’s capitalization. As the Delaware courts have…
Delaware Supreme Court Provides Guidance on Drafting Advance Notice Bylaws
Insights | July 2015
On July 2, 2015, the Delaware Supreme Courtin Hill International, Inc. v. Opportunity PartnersL.P., affirmed the Court of Chancery’s orderenjoining Hill International, Inc. (Hill) from conductingany business at its 2015 annual meeting,other than convening the meeting for the solepurpose of adjourning it for a minimum timeperiod necessary to allow Opportunity PartnersL.P. (Opportunity), the stockholder-plaintiff, topresent items…
Business Law Today | March 2015
Delaware courts are frequently called upon to address disputes arising under contracts governed by the laws of other states. While Delaware courts will apply the substantive law of the chosen jurisdiction in interpreting the contract unless the Restatement of Conflicts of Laws would require it to apply the law of some other jurisdiction, Delaware statute of…
The Business Lawyer | February 2014
The Delaware legislature has adopted amendments to the General Corporation Law of the State of Delaware, which amendments will become effective on April 1, 2014, that are designed to overrule the existing precedents requiring that defective stock and acts be found void.
Void or Voidable? – Curing Defects in Stock Issuances Under Delaware Law
The Business Lawyer | August 2008
It is not unusual for a Delaware corporation’s stock records to have omissions or procedural defects raising questions as to the valid authorization of some of the outstanding stock. Confronted with such irregularities, most corporate lawyers would likely attempt to cure the defect through board and, if necessary, stockholder ratifi cation. However, in a number of…
Form or Substance? The Past, Present, and Future of the Doctrine of Independent Legal Significance
The Business Lawyer | November 2007
The “bedrock” doctrine of independent legal signifi cance provides that, if a transaction is effected in compliance with the requirements of one section of the Delaware General Corporation Law (“DGCL”), Delaware courts will not invalidate the transaction for failing to comply with the requirements of another section of the DGCL—even if the substance of the transaction…
Delaware Law Developments: Stock Option Backdating and Spring-Loading
The Review of Securities & Commodities Regulation | May 2007
In Recent Opinions, the Delaware Court of Chancery Has Denied Motions to Dismiss Stockholder Complaints that Directors Who Approved Backdated or Spring-Loaded Options Had Breached Their Fiduciary Duties to their Corporations and Stockholders. The Authors Discuss These Cases and Review Other Possible Challenges to Option Grants under Delaware Law.…
Leadership
- American Bar Association, Business Law Section
- Editorial Board, The Business Lawyer
- Mergers & Acquisitions Committee
- Corporate Laws Committee, 2014-2020
- TriBar Opinion Committee
- NVCA GC Advisory Board
Recognition
- Chambers USA, since 2006, Band 1
- The Legal 500, 2021, 2019, 2018, 2017, 2016
- 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
- Lawdragon 500 Leading Dealmakers in America, Corporate, M&A, Delaware Law, 2024, 2023, 2022
- Who’s Who Legal (Corporate Governance, Mergers & Acquisitions), since 2010
- Who’s Who Legal, Corporate Governance Lawyer of the Year, 2020
- Super Lawyers, since 2009
- Delaware Today Top Lawyer, 2010
Bar Admissions
- Delaware
- United States District Court, District of Delaware
- United States Court of Appeals