When Micheal W. Dobbs took his first in-house job and joined Texas Pacific Land Corporation in August 2020, the pandemic was raging and the company was in the midst of arguably the biggest change in its more than 132-year history: transitioning from operating as a liquidating business trust to a Delaware corporation.
Dobbs is now the senior vice president, secretary and general counsel of TPL, which is one of the largest landowners in the state. Its 880,000 acres — more acreage than the entirety of the state of Rhode Island — stretch in checkerboard patterns from El Paso County to Concho County, about 150 miles east of Midland.
By the time Dobbs moved to TPL, the trial lawyer had worked at a boutique firm, had founded and launched another boutique firm with a few law partners and had guided that firm, Jackson Gilmour & Dobbs, through a merger with Kelley Drye. All of that management and litigation experience would be brought to bear in a legal dispute that required not the scorched-earth tactics one might deploy in the courtroom, but finesse, foresight and fortitude.
In 2022, two members of TPL’s board of directors failed to vote in accordance with the board’s recommendation at the annual meeting, in violation of an agreement, TPL would allege in the Delaware Court of Chancery.
“The litigation involved TPL and two of TPL’s largest shareholders with representatives on the board of directors,” Dobbs explained. “Unlike most litigation where the parties fight it out and go their separate ways, the litigation was a business dispute that needed resolution that allowed the parties to continue to effectively work together for the benefit of TPL and its shareholders, regardless of the outcome. Thus, the litigation needed to be handled in a way that gave TPL a path forward without disrupting the performance of the board or management team.”
But Dobbs, who took sole responsibility for managing the litigation with the input of the board, didn’t go it alone.
He reached out to lawyers at Sidley Austin, who had represented the company in prior activist litigation and had helped guide it through the conversion to a Delaware corporation.
“Sidley knew the issues and the parties well and understood the importance of a successful resolution,” Dobbs said. “Furthermore, the litigation team led by Yolanda Garcia, Alex Kaplan and Liz Austin worked exceptionally well together, and I was confident in their ability to effectively handle the matter.”
Garcia, who is co-leader of Sidley’s securities and shareholder litigation practice group, said the litigation “came at a pivotal time in the company’s history and involved sensitive board dynamics and proxy risk.”
“Micheal was instrumental in navigating those complexities and ensuring that non-conflicted board members were fully informed and briefed on developments in the case and potential impacts on the business,” she said.
After an expedited trial and appeal, the Delaware Supreme Court fully affirmed the Court of Chancery’s ruling in favor of TPL on Feb. 26.
“These two decisive wins demonstrate the incredible skill of Micheal and the TPL legal team,” Garcia said.
“Micheal is an excellent attorney and an effective leader because he has an uncommon skillset,” Garcia explained. “Indeed, Micheal’s strategic vision derives from his private practice role as lead trial counsel, his ability to become quickly proficient with a wide range of complex issues, his substantial business acumen and emotional intelligence, and his calm demeanor in any situation.”
Dobbs and his outside counsel at Sidley have been named as one of two finalists for the 2024 Association of Corporate Counsel DFW Chapter’s Award for Business Litigation of the Year.
ACC-DFW and The Texas Lawbook will celebrate the finalists and announce the winners at the 2024 DFW Corporate Counsel Awards ceremony Jan. 30 at the George W. Bush Institute.
From the Rangeland to Courtroom Advocate
Dobbs and his younger brother grew up in the Houston suburb of Sugar Land. His mother was a school teacher turned assistant principal, and his father was an attorney working for the Texas Attorney General’s Office.
Despite his father’s profession, Dobbs said he never felt pressure to pursue a career in the law and that his first thought of becoming a lawyer came “late in college.” He graduated in 1995 from Texas A&M University with a bachelor’s degree in rangeland ecology and management.
“I once described the degree as forestry without the trees,” he said. “Although I enjoyed the subject, the pay for environmental degrees at the time was not all that attractive. I also took a lot of philosophy classes and loved arguments.”
So, it was on to the University of Houston Law Center for Dobbs, who graduated with his law degree in 1999.
“Law school seemed like a natural fit, and I loved every minute of it,” he said.
At the beginning of his legal career, Dobbs was an associate attorney at Connelly Baker Wotring & Jackson for a little more than six years, leaving in January 2008 to launch Jackson Gilmour & Dobbs as a shareholder and founder.
“Starting a law firm is not for the faint of heart,” he said, noting the firm grew from a handful of attorneys to about 25 lawyers at its peak. “Essentially, you have to do everything … and that kind of translated a lot into what I do now.”
In his role at TPL, Dobbs explained, he wears many hats. The legal department has grown since he arrived from one attorney in addition to himself to a team of five lawyers and two paralegals.
“Pretty much everything that we do at TPL, I’ve done at a law firm,” he said.
In November 2016, the boutique he helped found merged with Kelley Drye. The varied skillset Dobbs developed and honed during his career has left an impression on his colleagues, including Kenneth Corley at Kelley Drye.
“Micheal is truly an excellent lawyer for two reasons,” Corley said. “First, he has a diverse legal background that affords him broad expertise in a variety of litigation contexts. Second, he has a uniquely brilliant mind. … Micheal has been in a lot of rooms with a lot of impressive people, but he’s almost always the smartest person in the room.”
For Haynes Boone partner Greg Samuel, Dobbs is a “natural leader.”
“He is an attentive listener, a deep thinker, approachable, makes himself available despite his demanding schedule and has finely tuned interpersonal skills,” he said. “Despite his success as the general counsel of a NYSE company having market cap of $27 billion, he is very humble and treats those who work for him as true peers.”
Dobbs stayed with the firm for nearly four years after the Kelley Drye merger, serving as the Houston office’s managing partner, before going in-house for TPL in August 2020.
“His prior experience as a managing partner of the Houston office of a national law firm has been an invaluable asset in managing not only his own staff but also external counsel,” Samuel said. “And while he has decades of experience in private practice, his practical approach to legal decision making makes him a fantastic in-house general counsel.”
Accepting the job with TPL required Dobbs to move his family from Houston to Dallas, but he said the transition was aided by the fact that work-from-home was an option, which was key to letting his daughter, who was then a senior in high school, finish the school year before the move.
The father of two — who admittedly didn’t initially set his sights on a law career — said his son, who graduated from Rice University a couple of years ago and has decided against pursuing a career as an English teacher, is currently applying to law schools. And his daughter, a senior at Trinity University who has always planned on law school, is doing the same thing.
Milestone After Milestone
While the successful resolution of the shareholder dispute in February 2024 was a milestone for TPL and its business goals, the outcome of the case will have broader implications for at least two reasons.
“First, this is the first case in which a court enforced a stockholder voting commitment through an equitable remedy, by ordering already-cast votes against a stockholder proposal to be deemed to have been voted in favor of the proposal — this is a significant win for companies seeking to enforce voting agreements with stockholders,” Garcia explained. “Second, this case clarifies that a party that invokes an exception to a voting commitment bears the burden of proof in demonstrating that the exception applies.”
Dobbs said the amicable resolution of the dispute was paramount to TPL’s realization of its goals and gave the company “a clear path forward.”
“Once it was over, it was back to business as usual,” he said. “And the success has been evident by both the success of the company and the stock price since all this has been resolved.”
The positive momentum for TPL kept rolling in 2024. In fact, Dobbs said his best day at the company was probably June 7, 2024.
“On that day, the S&P Dow Jones Indices announced that TPL would be added to the S&P MidCap 400 Index,” he said. “This was obviously a big day for TPL shareholders, but it was also further realization of all of the hard work in modernizing TPL governance and bringing it on par with other major public companies.”
“The management team and the board of directors had to modernize almost every aspect of TPL’s governance and investor profile,” Dobbs said. “Being added to the S&P indices was an affirmation that all of the hard work had been acknowledged and our shareholders were receiving the benefits of the hard work.”
The successes in 2024 just kept coming.
In November, the S&P announced TPL would be moved to the S&P 500 Index. And its stock price for the year was up over 100 percent, Dobbs said. And if you ask those who have worked alongside him and know him best, Dobbs is poised to accomplish more in the years to come.
“Micheal is much more than a lawyer within the TPL organization,” Samuel said. “He is a role model, counselor, confidant and trusted business advisor.”
Garcia echoed that sentiment.
“Micheal’s leadership is also apparent through TPL’s culture,” she said. “He is universally admired for his unwavering support, approachable demeanor and sharp sense of humor that uplifts his colleagues and cultivates a positive, collaborative and productive work environment.”
FUN FACTS: Micheal Dobbs
- Favorite book: Probably The Count of Monte Cristo. It’s an easy read with an engaging story. My children, wife and I all read the book as a summer reading challenge one summer, so it is also a great memory.
- Favorite music group: No one particular at this time in my life. I like classic rock and country and everything in between.
- Favorite movie: I am a big fan of Clint Eastwood movies, both as an actor and director.
- Favorite restaurant and its best dish: Currently shredded chicken tacos at Two Amigos in Waxahachie.
- Favorite beverage: Bourbon, or iced tea during the day.
- Favorite vacation: Definitely family vacations when my kids were younger. San Diego Legoland sticks out.