Tana Pool is a self-described “small town girl.” The adopted daughter of Texas panhandle cotton farmers, she had never traveled outside the U.S. before becoming a lawyer. Then, a decade ago, Pool became the general counsel of a global Norwegian-based energy data and intelligence corporation that has a $1.7 billion market cap.
She now has offices in Oslo, London and Houston. She is doing M&A deals around the world.
What a decade it has been.
As the lead lawyer and senior executive at TGS and before that more than six years as GC at Quanta Services, Pool worked on dozens of acquisitions and joint ventures. She negotiated more than $1 billion in credit facilities and convertible subordinated notes. She has implemented more aggressive litigation strategies at both companies that resulted in favorable resolutions. At TGS, she successfully led the effort to obtain a full acquittal on allegations that the company aided and abetted a business partner who allegedly took questionable tax advantages as part of a business transaction with TGS.
And Pool and the TGS team are on the verge of closing on the company’s largest M&A transaction — the acquisition of Oslo-headquartered Petroleum Geo Services (PGS) for 9.3 billion Norwegian crowns (roughly $864 million) in a merger of equals.
In the process, Pool has established herself as one of the most respected corporate general counsel in the energy sector and in Texas.
“Tana has a unique combination of passion for law, enormous work capacity and broad knowledge about legal and commercial subjects,” TGS CEO Kristian Johansen told The Texas Lawbook. “She is a typical ‘leader by example,’ and her people are motivated by her continuous and positive drive. Tana has gradually developed from being a legal specialist to become an essential part of the executive leadership of and strategic agenda of TGS. She is a key speaking partner and advisor to both me and other executives in strategic discussions, operational issues and communication with the board.”
Recognizing her long list of extraordinary achievements, the Association of Corporate Counsel’s Houston Chapter and The Texas Lawbook are awarding Pool with the 2024 Houston Corporate Counsel Award for Lifetime Achievement.
Pool and other Houston Corporate Counsel Award finalists will be honored May 15 at the Four Seasons Hotel in Houston.
Premium Subscriber Q&A: TGS GC Tana Pool discusses her biggest challenges, what she seeks in outside counsel, diversity efforts and how the role of the GC has changed during her career.
“Tana has dedicated her life to sharing her passion for the law and creating business-minded legal departments that bring strategic value to their organizations,” TGS Executive Vice President Whitney Eaton wrote in nominating Pool for the award. “Upon joining TGS, she reinvigorated the legal organization into a vibrant and valuable partner and evolved the perception of the department into an essential business partner to support global operations and mitigate legal and economic risk.”
“Business groups utilize her and her legal department not just for legal advice but for strategic and commercial advice,” Eaton wrote. “Tana and her legal department are not just the place to go when things go wrong. Through her efforts, they have earned the trust and demonstrated the value that business units proactively partner with her and her department before initiating projects or major transactions.”
Jessica Glatzer Mason, a partner at Foley, said Pool is both a great lawyer and a great general counsel.
“Tana has the experience to know how various options can play out and what the consequences or rewards of those results are,” Mason said. “She is business-minded — she doesn’t get too wrapped in the vagaries of the law. She is goal-oriented and prioritizes the needs of the business. Finally, she is unafraid to take chances (for example, go to trial instead of settle) when she is confident in the path of her team and organization.”
Mason said that Pool has been a critical component in TGS’ growth.
“Tana is very real. She gets the business realities, legal realities and human realities that play into the business,” she said. “She considers all of these things. Not all GCs have a high human intelligence and emotional IQ. This sets her apart.”
Retired Akin partner Christine LaFollette said Pool is “truly in a league of her own creating the model of how to be an incredible lawyer and general counsel.”
“Tana is a tireless worker that can stay up night after night to get to the finish line,” LaFollette said. “But more than a legacy of accomplished deals and cases, Tana’s success is the impact she has on everyone involved. She would never ask someone to do or say something she would not. She inspires everyone to work together to achieve a mutual goal or resolve an issue. Tana is a 24/7 GC. Everyone knows they can count on her any time. Her commitment not only involves the highest ethical standards but also the most humble personification of a good person.”
Pool was born in Karlsruhe, Germany, but she was adopted when she was three months old by parents who were cotton farmers and grew up in Littlefield near Lubbock. Her dad did the farming and her mom handled the business end.
“My parents were unable to have children, and they were always open with me about being adopted,” she said. “My parents were clear that they chose me because they wanted me.”
Pool was the first person in her family to go to college and, so far, the only lawyer. Her undergraduate degree from Texas Tech is in accounting, and she holds a CPA license. After working for about seven years in public accounting, including time at KPMG, Pool decided to further her education and explored a Ph.D. in accounting and a law degree.
“I ultimately felt that a law degree would be more flexible and started at University of Houston Law Center,” she said. “The combination of an accounting background and a law degree has served me very well in my career.”
Pool spent four years as a corporate transactional lawyer at Andrews Kurth, three years at King & Spalding and 18 months at Akin.
“With an accounting background and a good understanding of finance and business, I favored the corporate transactional side of law,” she said. “I also like the idea that, while negotiations can be challenging, both sides ultimately want a deal to happen and will work toward compromise, as opposed to litigation where I think each side is typically much more adversarial. Of course, as a general counsel, litigation is a large part of what I deal with now, but I still enjoy getting a deal done more than achieving a successful litigation result.”
Pool had spent some time working in-house from 1997 to 2001 and said she always knew she would return to the client side. In 2006, Houston-based energy construction contractor Quanta Services hired Pool as its general counsel.
“In private practice, an attorney only gets to see a slice of a transaction,” she said. “What makes a company want to follow a particular strategy or do a certain deal is not always something to which outside counsel is privy. In addition, once a transaction is concluded, outside counsel moves on to the next project, while in-house, we get to see the results of what was decided and to take those results into account in future decision-making.”
Quanta offered Pool her first opportunity to be part of an executive team and the company gave her “insight from top management and the board as to why and how we did what we did.”
“In other words, it gave me the opportunity to be more strategic and think of myself more as a business person and not just a lawyer advising only on legal matters,” she said.
In October 2013, the top legal post at TGS came open and it was a “very attractive position” for Pool.
“First, it was an international company, headquartered in Norway, giving me the opportunity to gain a global perspective,” she said. “In addition, TGS wanted a general counsel that would truly be part of the business and recognized that my accounting and legal backgrounds were a good fit for the company.
“I also saw an opportunity to improve the standing of the legal department in the company, building a better relationship with the executive team and the board by showing the value that a smart, business-minded legal team can bring to facilitating projects and protecting the company at the same time,” she said. “I consider building a respected team to be one of my greatest achievements at TGS.”
Pool said working for a company headquartered in Norway presented challenges and great opportunities.
“There are certainly some differences in the law between the U.S. and Norway, but in many respects, the law is similar, certainly in principle,” she said. “I have also had excellent counsel in Norway that have been advisors to me for many years and have been patient as I have often said ‘this is the way we do it in the U.S. or Texas, how does that compare to Norway.’ They make fun of my Texas accent and I make fun of their Norwegian accent, but the people of Norway and my colleagues there are the nicest people. They work hard but they are very conscious of work-life balance.”
“As a small-town girl that never traveled outside of the United States until I became a lawyer, my opportunity to travel as part of my job has been a great experience,” she said.
Throughout Pool’s time at TGS, the company has been very acquisitive, buying assets from other companies as well as competitors in 2019, 2021 and 2022.
“I generally led the strategy of negotiating and closing these acquisitions, both from a legal and business perspective,” she said. “These transactions have allowed TGS to grow its footprint and diversify in the services it offers. We are currently in the midst of the largest acquisition we have undertaken, and my role has been comprehensive in both setting the terms of the deal and in the process of obtaining regulatory approvals.”
The large acquisition is TGS’s purchase of PGS, which was announced in September 2023 and is expected to close before the end of June.
“The transaction is an excellent diversification of TGS’s offering to its customers, in that PGS owns vessels and certain fit-for-purpose technology and TGS does not own anything similar,” Pool said. “On the other hand, PGS has a significant debt burden, while TGS has no debt.”
“I have been extensively involved in the decision to enter the transaction, the negotiation of the terms and the regulatory process, with the latter involving significant resources over the past few months,” she said. “We are also planning the integration of PGS, and once the transaction is concluded, we will launch the integration process in earnest, which we expect will continue for 18 months or so and will involve refinancing of the PGS debt.”
Norwegian regulatory officials have blessed the transaction, and the company is awaiting only officials in the U.K. to give the deal the thumbs up.
Pool agrees that she kept her eyes and options open as she advanced through her career.
“I have never been too rigid in my plans for the future, which has left me open to considering opportunities as they come,” she said. “When I moved from Midland to Houston, that opened up the opportunity to further my education, landing me in law school. When I graduated from law school, accepting a position at a large law firm with a strong corporate practice created the opportunity to gain valuable experience and exposure to a variety of transactions, which has benefited me throughout my career.”
“Lastly, finding an organization like TGS where I can thrive as an executive, using both law and business together and working with smart, driven people, has been a true life-changer,” she said.
Peter Scaff, a partner at Bradley, said Pool is “a true triple threat of the legal profession.”
“Tana is razor sharp, has unparalleled work ethic and exercises impeccable judgment,” Scaff said. “Tana always brings her A-game, no matter the project.”