© 2015 The Texas Lawbook.
By Mark Curriden
(April 13) – During the past 37 years, Mike Wortley crafted billion-dollar deals involving radio stations and dress pants, semi-conductors and oil companies.
He helped private companies go public and mid-sized businesses merge to become big, He advised large corporations as they acquired competitors and counseled private equity firms buying public companies to take them private. He represented mega-conglomerates divesting assets in order to be strategically more focused.
“Simply put, Mike Wortley is a legend,” said Rick Lacher, managing partner at the investment bank Houlihan Lokey in Dallas.
For nearly four decades, businesses large and small turned to Wortley to be their primary outside counsel. To them, he was the essence of stability and confidence.
“Mike has been a rock in the world of corporate law,” said Mark Berg, executive vice president at Pioneer Natural Resources. “For business executives and general counsel, he’s always there, always unflappable, a constant.”
He’s not there any longer.
A 1978 graduate of the SMU Dedman School of Law, Wortley is experiencing significant life changes. No, he hasn’t purchased an Aston Martin or gotten a Black Jesus tattoo as part of a belated mid-life crisis. At least I don’t think so.
Two weeks ago, his first granddaughter was born. This coming week, his daughter is getting married. In June, he turns 68.
Last week, he did something many colleagues and friends thought they would never see: he packed up his 41st floor office in the Trammel Crow Building in downtown Dallas after 16 years as the head of the corporate law department at Vinson & Elkins.
Mike Wortley officially retired.
Except, he didn’t.
“I would be bored if I didn’t have something to do,” he said.
Wortley is the new chief legal officer at Dallas-based Reata Pharmaceuticals, an Irving-based biopharmaceutical company that focuses on translating innovative science into breakthrough medicines for intractable diseases.
Reata, which has 50 employees, was an obvious choice for Wortley because he’s known the CEO for 30 years and he’s been the company’s outside counsel since it was formed in 2001.
The transition from V&E, a large wealthy law firm with strong infrastructure and support services, to a solo GC department will be a change, he said.
“I will be a one-man legal shop with no associates,” he said. “I won’t even have my own secretary. I’m learning how to use the copy machine.”
Wortley said Reata faces many legal needs involving intellectual property issues, regulatory challenges with the U.S. Food and Drug Administration and corporate financing matters.
“I don’t know a lot about some of these issues, but I know when to ask questions and when to get good lawyers to help,” he said.
In an extensive interview with The Texas Lawbook, Wortley reflected on his 37 years as a corporate M&A lawyer, the scores of transactions he’s led and how the legal profession has changed.
“The deals that were the most intense, the most complicated and sophisticated, were the ones I enjoyed the most,” he said.
“A lot of people think the size of a deal is what is important, but large deals are often easier and simpler,” he said. “Smaller, private transactions can be more complex and challenging, especially if its founder is still involved.”
Wortley represented two major businesses – Tom Hicks’ HM Capital and Pioneer Natural Resources – for more than two decades. For each, he led several nine-, 10- and 11-digit deals.
“Clients stuck with Mike forever, which is the ultimate testimony for a lawyer,” said Jeff Chapman, who worked with Wortley for 30 years and is now a partner at Gibson, Dunn & Crutcher in Dallas.
Robert Kimball, a corporate partner at V&E Corporate who worked with Wortley for 28 years, said his mentor developed strong personal relationships with his clients and always put the client first.
“Mike had a deeper and broader and clearer knowledge of the law than any other lawyer,” Kimball said. “He made sure he knew every detail in a document, even better than the lawyers who drafted the documents.”
Young lawyers who worked for Wortley said he would sit down with them during a deal and go over dozens and dozens of question he had written down on a legal paid.
“He has those damn checklists that drove us crazy,” Chapman said. “He taught us to dot every ‘i’ and cross every ‘t.’
“Pioneer had the largest prospectus ever – about 2,600 pages – and I guarantee you that Mike knew every word,” he said.
Wortley’s history with Pioneer dates back to the 1980s. He was the lead lawyer for Parker & Parsley Petroleum for a decade when the oil company merged with MESA Inc. in 1997. As a result of the merger, Pioneer was created.
“For Pioneer, Mike is a great fit for our culture,” said Berg, who was previously the general counsel at the oil and gas company. “Mike always thought about Pioneer’s interests first.
“He doesn’t mind rolling up his sleeves and digging in to the details,” he said. ”But he also has the great ability to transition to the big picture, identifying what is important and making sure the issues get the appropriate attention.”
Wortley has certainly seen many changes during his years practicing corporate law. None of those changes had as much of an impact as technology.
“We used to travel to sit in front of the other parties to share a document, or send documents by Federal Express,” he said. “Today, document sharing and getting a response is instantaneous. We have billion-dollar deal closings now in which you don’t even see each other.”
Wortley said the rise of alternative fee arrangements also has changed the practice of law.
“Clients are much more interested in negotiating over fees and are looking more closely at their bills and are inclined to push back,” he said.
“The practice of law is not just about being technicians,” Wortley said. “Today, it is about showing clients that you are adding value.”
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