Robert B. Stebbins

Partner

New York
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019-6099
T 212 728 8736
F 212 728 9736
rstebbinswillkie.com

Robert B. Stebbins is a partner in the Corporate & Financial Services Department, and head of the Firm’s Corporate Governance practice. Bob has a diverse practice, focusing on SEC compliance and enforcement issues, corporate governance matters, internal and governmental investigations, and advising boards of directors. He also has a great deal of experience as a transactional attorney, focusing on mergers and acquisitions, private equity and venture capital matters, investment funds, and capital markets transactions.

Bob practiced law at Willkie from 1993 to 2017, first as an associate and beginning in 2001 as a partner. From May 2017 to January 2021, Bob served as General Counsel for the Securities and Exchange Commission in Washington, DC. As the SEC’s chief legal officer and head of its Office of the General Counsel (OGC), Bob led a 150-person team responsible for litigation, advising on rulemaking matters and enforcement actions, and preparing Commission opinions in adjudications. He led OGC during one of the most active and wide-ranging rule calendars in the agency's history, advising on more than 85 rules, and hundreds of SEC and staff orders and interpretive releases. During his tenure, OGC also provided day-to-day guidance to the SEC’s Enforcement Division on over 2,750 enforcement actions. OGC also provided legal advice to the SEC’s Commissioners and the agency’s five divisions and 24 offices, including coordinating and ensuring the consistency of the legal positions taken by the SEC’s divisions and offices.

In his capacity as General Counsel, Bob structured and supervised internal investigations, coordinated interagency matters with other federal agencies, provided briefings to Congressional committees and was actively involved in the restarting of the SEC’s Fellowship Program with a focus on hiring minority attorneys. In the 2020 Federal Employee Viewpoint Survey, OGC ranked as the seventh best place to work out of 411 federal government offices (2019, 14th out of 420; 2018, 5th out of 415).

During the spring of 2020, he was detailed to the Department of the Treasury to advise on the CARES Act implementation (while at the same time continuing to function as the SEC’s General Counsel), for which service he received the Secretary of Treasury’s Honor Award.

Robert B. Stebbins is a partner in the Corporate & Financial Services Department, and head of the Firm’s Corporate Governance practice. Bob has a diverse practice, focusing on SEC compliance and enforcement issues, corporate governance matters, internal and governmental investigations, and advising boards of directors. He also has a great deal of experience as a transactional attorney, focusing on mergers and acquisitions, private equity and venture capital matters, investment funds, and capital markets transactions.

Bob practiced law at Willkie from 1993 to 2017, first as an associate and beginning in 2001 as a partner. From May 2017 to January 2021, Bob served as General Counsel for the Securities and Exchange Commission in Washington, DC. As the SEC’s chief legal officer and head of its Office of the General Counsel (OGC), Bob led a 150-person team responsible for litigation, advising on rulemaking matters and enforcement actions, and preparing Commission opinions in adjudications. He led OGC during one of the most active and wide-ranging rule calendars in the agency's history, advising on more than 85 rules, and hundreds of SEC and staff orders and interpretive releases. During his tenure, OGC also provided day-to-day guidance to the SEC’s Enforcement Division on over 2,750 enforcement actions. OGC also provided legal advice to the SEC’s Commissioners and the agency’s five divisions and 24 offices, including coordinating and ensuring the consistency of the legal positions taken by the SEC’s divisions and offices.

In his capacity as General Counsel, Bob structured and supervised internal investigations, coordinated interagency matters with other federal agencies, provided briefings to Congressional committees and was actively involved in the restarting of the SEC’s Fellowship Program with a focus on hiring minority attorneys. In the 2020 Federal Employee Viewpoint Survey, OGC ranked as the seventh best place to work out of 411 federal government offices (2019, 14th out of 420; 2018, 5th out of 415).

During the spring of 2020, he was detailed to the Department of the Treasury to advise on the CARES Act implementation (while at the same time continuing to function as the SEC’s General Counsel), for which service he received the Secretary of Treasury’s Honor Award.

Selected Significant Matters

Bob has advised on the following selected significant transactions.

  • Riverstone Holdings LLC, one of the major investors in Vantage Energy, in the sale of Vantage Energy I and II to Rice Energy, Inc.
  • PayScale, Inc., a Warburg Pincus portfolio company, in its merger with MarketPay
  • RenaissanceRe Holdings Ltd. in its acquisition of common shares of Kingstone Companies, Inc. through a private placement
  • Morgan Stanley as financial advisor to Allergan in connection with the proposed combination with Pfizer
  • RegionalCare Hospital Partners, a Warburg Pincus portfolio company, in its acquisition by Apollo Global Management
  • RenaissanceRe Ltd. and its subsidiary, RenaissanceRe Finance Inc., in the subsidiary’s agreement to sell in an underwritten public offering $300 million aggregate principal amount of 3.700% senior notes, guaranteed by RenaissanceRe Holdings Ltd.
  • DaVinci Re, a joint venture of RenaissanceRe Holdings Ltd., in a Rule 144 A debt offering
  • Select Equity Group, L.P., a major shareholder in Shake Shack, in connection with Shake Shack’s IPO and follow-on offering. Also represented Select Equity Group in its initial investment in Shake Shack
  • The management team of Legg Mason Investment Counsel & Trust Co., N.A. (LMIC) in Legg Mason’s sale of LMIC to Stifel Financial Corp.
  • RenaissanceRe Holdings Ltd. in the sale of RenRe Energy Advisors Ltd., its U.S.-based weather and energy unit, to Munich Re
  • A cornerstone investor in BTS Group Holdings PCL's $2.13 billion initial public offering, the largest-ever IPO in Thailand
  • A subsidiary of XL Group plc in connection with an investment in a newly formed investment manager and an investment in certain feeder funds managed by this entity
  • XL Investments Ltd. in its investments in 2012 and 2013 in Five Oaks Investments Corp., a mortgage-based REIT which consummated its initial public offering
  • Highbridge Capital Management’s multi-strategy fund in the sale to two investor groups of the fund’s equity interests in Louis Dreyfus Highbridge Energy, LLC, a joint venture formed by the Louis Dreyfus Group and Highbridge Capital Management’s multi-strategy fund
  • Bidding group in the auction for the Los Angeles Dodgers
  • Varroc Group in its acquisition of Visteon Corp.’s automotive lighting business
  • Morgan Stanley in connection with Linde’s $3.8 billion acquisition of Lincare
  • Fiat in its acquisition of the equity interests in Chrysler of The United States Department of the Treasury and the Canadian government
  • Fiat in its acquisitions from Chrysler of additional equity interests in Chrysler, raising Fiat’s percentage ownership of Chrysler above 50%
  • RenaissanceRe Holdings Ltd. in the sale of its U.S. insurance business to QBE Holdings, Inc.
  • Minority investors in the purchase of equity interests in the New York Mets
  • RenaissanceRe Holdings Ltd. in various offerings of common stock, senior notes and preference shares
  • Sbarro, Inc. in its acquisition by MidOcean
  • Shurgard Storage Center in its merger with Public Storage
  • Major League Baseball as to the sale of the Washington Nationals franchise
  • Carrix, Inc. in connection with an investment by Goldman Sachs Infrastructure Partners Inc.
  • New Plan Excel Realty Trust in the sale of community and neighborhood shopping centers to Galileo America LLC
  • Simon Property Group in its acquisition of Chelsea Property Group
  • Simon Property Group in its proposed tender offer to acquire shares of Taubman Centers
  • Developers Diversified Realty Corporation in its acquisition of JDN Realty Corporation
  • Major League Baseball in its purchase of the Montreal Expos baseball franchise
  • Simon Property Group in the acquisition by Simon, The Rouse Company and Westfield America Limited Partnership of Rodamco North America, N.V.
  • Warburg Pincus in the sale of portfolio company Fame Information Services
  • Warburg Pincus in the sale of portfolio company Kiodex
  • Major League Baseball in its satellite radio contract with XM Satellite Radio
  • The Atlantic Coast Conference in its football television and basketball contracts with ESPN
  • The United States Golf Association as to matters involving the International Golf Federation
  • Investors in connection with National City Corporation’s $7 billion capital raise
  • Warburg Pincus in connection with investments in various companies, including Dude Solutions, PayScale Holdings, BlueGrace Group, Slickdeals Holdings, Alignment Healthcare, Yodlee, Inc., Vector Development, Fame Information Services and Envirogen, Inc.

Selected Professional and Business Activities

Bob is a member of the American Bar Association and the New York City Bar Association, and is a fellow of the American College of Investment Counsel. He is a frequent speaker at law schools, conferences and continuing education seminars.