Rob Fowler, an executive compensation and employment benefits lawyer who spent 15 years at Baker Botts, has moved to Kirkland & Ellis’s Houston office.
In doing so, Fowler will rejoin partner Sean Wheeler, who worked with Fowler at Baker Botts between 2005 and 2009 before jumping to Latham & Watkins in 2010 and then to Kirkland in 2018. Back in 2009, the two lawyers worked on the $4.5 billion Denbury Resources Inc. acquisition of Encore Acquisition Co.
More recently, Fowler and Wheeler worked across from each other on Callon Petroleum Co.’s $3.2 billion acquisition of Carrizo Oil & Gas Inc. this past summer, with Wheeler leading the Kirkland team for Callon while Fowler was part of the Baker Botts group for Carrizo.
Besides the Callon-Carrizo deal, Fowler assisted on the $18 billion merger of Regency Energy Partners with Energy Transfer Partners in 2015; Shell Midstream Partners’ $920 million initial public offering in 2014, the largest such issue at the time; and Schlumberger Ltd. on its $14.8 billion acquisition of Cameron International Corp. in 2015.
This past year, Fowler was part of the Baker Botts team that advised El Paso Electric Co. on its sale to JP Morgan’s Infrastructure Investments Fund for $4.3 billion; NASCAR Holdings on its purchase of International Speedway Corp. for $2 billion; and Innophos Holdings Inc. on its sale to One Rock Capital Partners for $932 million.
Fowler also assisted Paul Hobby’s Genesis Park on its sale of Texas Monthly to Enterprise Products Partners heiress Randa Duncan Williams for an undisclosed sum; and McDermott International on the sale of its alloy piping products business to an unnamed buyer, also for an undisclosed sum.
In an emailed response to questions, Fowler said he made the move because of Kirkland’s “stellar” reputation for transactional work both globally and in Texas. “Kirkland’s remarkable growth in Houston and Dallas presents a unique opportunity to do executive compensation work on cutting-edge transactions,” he said.
Fowler said the firm plans to build an executive compensation team in Texas with both lateral hires and developing young transactional lawyers with an interest in the practice.
As for trends in his area of expertise, Fowler said he’s seeing clients be more strategic in thinking about how the structure of executive compensation aligns with shareholder interests.
“Although there can be a fair amount of inertia, recent developments – particularly the removal of the Section 162(m) performance-based compensation exception — have presented an opportunity for public companies to rethink prior incentive compensation structures,” he said.
Andy Calder, a corporate partner in Kirkland’s Houston office and a member of the firm’s global management executive committee, said in the announcement that Fowler’s experience and complementary client base made him “an easy choice” as the firm looked for a top-flight executive compensation partner to meet demand for skills in the area.
“I’m thrilled to welcome him to the Houston office, where his experience in oil and gas will be particularly valuable to clients,” he said.
Jon Ballis, chair of the committee out of Chicago, said that Fowler has a great reputation and strong experience handling executive compensation and employee benefits issues across a range of matters, including in connection with mergers and acquisitions and within the energy sector.
“He is a great addition to our Houston office and our strong nationwide executive compensation team,” he said.
Kirkland said Fowler has extensive experience negotiating and drafting executive compensation and incentive programs, including various forms of equity compensation arrangements, and that he regularly advises clients on issues under Sections 409A and 162(m) of the Internal Revenue Code.
Fowler focuses on the design and implementation of employee benefit plans and the employee benefits aspects of transactions, including mergers, acquisitions, joint ventures and employee stock ownership deals. He holds a law degree from the University of Chicago Law School and a bachelor’s degree from Texas A&M University.