[fusion_builder_container hundred_percent=”yes” overflow=”visible”][fusion_builder_row][fusion_builder_column type=”1_4″ last=”no” spacing=”yes” center_content=”no” hide_on_mobile=”no” background_color=”” background_image=”” background_repeat=”no-repeat” background_position=”left top” hover_type=”none” link=”” border_position=”all” border_size=”0px” border_color=”” border_style=”” padding=”” margin_top=”” margin_bottom=”” animation_type=”” animation_direction=”” animation_speed=”0.1″ animation_offset=”” class=”” id=””][fusion_imageframe lightbox=”no” lightbox_image=”” style_type=”none” hover_type=”none” bordercolor=”” bordersize=”0px” borderradius=”0″ stylecolor=”” align=”none” link=”” linktarget=”_self” animation_type=”0″ animation_direction=”down” animation_speed=”0.1″ animation_offset=”” hide_on_mobile=”no” class=”” id=””] 
[/fusion_imageframe][/fusion_builder_column][fusion_builder_column type=”3_4″ last=”yes” spacing=”yes” center_content=”no” hide_on_mobile=”no” background_color=”” background_image=”” background_repeat=”no-repeat” background_position=”left top” hover_type=”none” link=”” border_position=”all” border_size=”0px” border_color=”” border_style=”” padding=”” margin_top=”” margin_bottom=”” animation_type=”” animation_direction=”” animation_speed=”0.1″ animation_offset=”” class=”” id=””][fusion_text]By Mark Curriden
(March 11) – No one ever accused Michael D. Wortley of being a publicity hound. He’s not a regular commentator on television nor does he hold a lot of press conferences to discuss his clients’ business. He doesn’t promote himself on any of the Best Lawyers or Super Lawyers listings.
But seasoned general counsel and veteran business leaders agree that Wortley is one of the best corporate lawyers to ever practice law in North Texas.
During the past four decades, Wortley advised corporate leaders in more than 120 major mergers, acquisitions, joint ventures and initial public offerings – transactions that had a combined value of more than $250 billion.
“Being a lawyer meant advising and helping clients,” he said. “I enjoyed helping build businesses, improve communities, create jobs.”
Wortley represented Goldman Sachs in the initial public offering of Dell Inc. and then he advised Dell in its purchase of Perot Systems. He led the Thompson family in taking the publicly-traded Southland Corp. and 7-Eleven private. He represented real estate and investment firm Trammel Crow in its sale to CBRE.
“The deals that were the most intense, the most complicated and sophisticated, were the ones I enjoyed the most,” Wortley said. “A lot of people think the size of a deal is what is important, but large deals are often easier and simpler.
“Smaller, private transactions can be more complex and challenging, especially if its founder is still involved,” he said.
Clients say Wortley is the epitome of a lawyer acting as a counselor. Businesses large and small turned to him 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 and former chief legal officer at Pioneer Natural Resources. “For business executives and general counsel, he’s always there, always unflappable, a constant.”
Wortley crafted billion-dollar deals for companies involved in many different business sectors. He’s done mega-transactions for deals involving radio stations, the makers of dress pants and semi-conductors, commercial real estate developers, upstream oil companies, midstream gas operations, food processing and private equity firms.
During his 38 years as a lawyer, Wortley 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.
Wortley received his bachelor’s degree in political science from Southern Methodist University and his master’s degree in regional planning from the University of North Carolina in 1973.
After a couple years in public development, Wortley went back to school. In 1978, he graduated from the SMU Dedman School of Law.
The Dallas law firm Johnson & Gibbs – later known as Johnson & Swanson – hired Wortley in its corporate law section, where he focused on securities law, mergers, acquisitions and capital markets.
“When I started practicing law in 1978, almost all sophisticated M&A in Texas was handled by New York corporate lawyers,” he said. “The Texas legal market has greatly matured. Lawyers in Texas are every bit as experienced and sophisticated as M&A lawyers elsewhere.”
In 1991, the partnership elected Wortley its chairman and renamed the firm Johnson & Wortley. He remained the firm’s leader until it closed shop in 1995, when he and several of his colleagues joined Vinson & Elkins.
V&E eventually appointed Wortley to its executive committee, chair of its corporate securities section and its chief operating officer.
“I have been honored to have leadership roles at two great law firms,” he said. “I’ve worked with some amazing lawyers.”
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.
One of Wortley’s first big clients ended up being a client for nearly his entire legal career. He represented Parker & Parsley Petroleum in a series of deals, including its acquisition of Canadian-based Chauvco Resources and its hostile takeover of Bridge Oil, which was an Australian energy company.
In 1997, Wortley advised Parker & Parsley Petroleum in its merger with MESA Inc. The newly created oil and gas company was named Pioneer Natural Resources.
Pioneer made Wortley its lead outside counsel and added him to its corporate board of directors. He represented the Irving-based company in a series of shareholder proposals and shareholder activists seeking board seats.
“For Pioneer, Mike is a great fit for our culture,” Berg said. “Mike always thought about Pioneer’s interests first. He doesn’t mind rolling up his sleeves and digging into the details.
”Mike also has the great ability to transition to the big picture, identifying what is important and making sure the issues get the appropriate attention,” he said.
Wortley did even more transactions for Hicks Muse. He was the Dallas private equity firm’s lead legal adviser in its acquisition of meat company Swift Foods, international oil and gas firm Triton International, consumer food maker International Foods and the formation of midstream company Regency Energy Partners.
“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, 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 questions 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 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.”
Wortley no longer represents multiple businesses. Last year, he officially retired from Vinson & Elkins and became the new chief legal officer at Dallas-based Reata Pharmaceuticals, a biopharmaceutical company that focuses on translating innovative science into breakthrough medicines for intractable diseases.
“I would be bored if I didn’t have something to do,” Wortley said.[/fusion_text][/fusion_builder_column][/fusion_builder_row][/fusion_builder_container]