On the case: Deborah Rasin, Samsonite
29 September 2008
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Deborah Rasin, general counsel of Samsonite, ;is almost as well-travelled as the luggage her company is famous for. She has worked in places as far-flung as Detroit, Hong Kong, Tel Aviv and Zurich, moving to London when UK private equity group CVC Capital Partners bought out US company Samsonite last year for $1.7bn (£916.06m).
The deal signalled a complete overhaul of the legal function. The original legal team had been based in Denver – Samsonite’s headquarters for more than 100 years – and refused to move to a new US base in Boston.
Rasin had been in the Samsonite job just six months prior to the takeover ;and ;was ;suddenly responsible for building the company a new legal team from scratch while ensuring it had a global outlook to match that of the new owners.
“Things have changed hugely since I first took the job,” she says. “Samsonite has gone from being a Denver-based luggage company to a truly global company, selling luggage in almost as many places as Coca-Cola sells its product. The really challenging aspect of the job is dealing with a dispersed team. But that’s why I was recruited for the position – they wanted someone comfortable with international work.”
Rasin has rebuilt the US team, hiring two lawyers on a permanent basis and another on a temporary contract. Last year she hired the company’s first lawyer in Asia, bringing in Cynthia Lau from Hong Kong conglomerate HKR to lead its legal efforts in China and South East Asia.
Finally, Rasin moved the IP function to the new UK corporate headquarters near Heathrow, hiring Simmons & Simmons associate Charlie Everitt after the former IP head retired. Everett is charged with defending Samsonite’s brand and design rights globally, marking a shift in the company’s IP focus from pure patent work to an emphasis on trademark protection.
The dust is finally settling on the takeover, but the transition was not a smooth one. Rasin’s transaction experience spans 16 years, but she had never worked on a deal quite as complex and gruelling as the CVC buyout. The financiers, Royal Bank of Scotland, demanded detailed information about Samsonite’s cashflow in all the foreign countries where it did business – a task that proved nightmarishly difficult to coordinate across four different international law firms, including White & Case, SJ Berwin and CVC’s US counsel Paul Weiss.
The deal was SJ Berwin’s first proper instruction from CVC, a longstanding client of Clifford Chance. The firm won the work through Milan partner Alberto Morano, who is a close personal friend of a senior manager at the private equity group.
“SJ Berwin should be thanking their lucky stars they got that deal from CVC, and they got it solely because of Alberto Morano,” says Rasin. “Over the past year, the guys in London have definitely cemented their relationship with the client. They’ve definitely tried to use the deal to get more work from them.”
Rasin admits she still contacts the company’s former relationship partner at Skadden Arps Slate Meagher & Flom, New York rainmaker Greg Fernicola, because “he is everything an external lawyer should be. He always looks at things from the point of view of how he can help you.”
And Rasin has cause to contact as many external lawyers as she can. The private equity deal has left her with a complex debt structure to work with and unanswered questions regarding conflicts of interest.
When CVC bought Samsonite, the group gave the management an opportunity to buy in to the deal with their own money. Seventy-eight managers took CVC up on its offer – an incredible number given that four or five board members would normally do so.
The lines between the private equity firm and the company have been blurred, with many Samsonite managers having invested private capital alongside CVC. Rasin is Samsonite’s lawyer but now many employees have their interests aligned with CVC, which can cause problems in contract negotiations.
“I don’t represent CVC, but I can’t negotiate a contract on the other side from CVC,” she explains. “I have to be very careful about the positions I take. It’s about making sure you do the best job for the management.”
The general counsel role at Samsonite is a different one to that which Rasin expected when she joined. Private equity has changed Samsonite almost beyond recognition, but the company now has a solid in-house legal function to meet any challenge the next few years may throw at it.
Name: Deborah Rasin
Position: Global general counsel
Reporting to: Chief financial officer Rick Wiley
Turnover: $1.1bn (£592.74m)
Number of employees: 5,000
Legal capability: Nine
Annual legal spend: $5m (£2.69m)
Main firms: DLA Piper, SJ Berwin
Deborah Rasin’s CV
1992: JD, Harvard Law School
1992-95: Associate, Gibson Dunn & Crutcher
1995-96: Associate, O’Melveny & Myers
1996-97: Associate, Goldfarb Levy Eran Meiri Tzafrir & Co
1997-2006: International counsel for transactions, General Motors
2006-present: GC, Samsonite