© 2018 The Texas Lawbook.
Finalist: GC of the Year for a Small Legal Dept.
By Mark Curriden
(Jan. 24) – Hooman Yazhari was born in Tehran. His father was a prominent Iranian doctor working for an American company. His mother was an artist. The family lived a good life. Then, the Iranian Revolution occurred in the summer of 1979 and his father told his children that they needed to flee the country immediately or face imprisonment – or worse.
“We literally had to pack our bags and get out of the country the next day,” Yazhari says. “People of our faith suddenly became targets. The Revolutionary Guard was after my father. It was a little like the movie Argo. It was pretty scary.”
His grandfather was arrested and jailed. Other family members escaped Iran rolled up in carpet and sneaked to Pakistan on the back of pickup trucks.
Four decades later, Yazhari is the general counsel of Irving-based CHC Helicopter, but the traumatic childhood experience still provided wisdom as he has guided three billion-dollar corporations through bankruptcy, restructuring and back to economic health.
“The experience has stayed with me and taught me many things,” he says. “I realize that you cannot be driven by fear and that you must make decisions based on what is right and important.
“I also learned that what you have today may be gone tomorrow, which is exactly what happened to my family,” he says.
Yazhari’s extraordinary handling of the highly complex 2016-17 CHC bankruptcy, which included more than 40 corporate entities on six continents, is the reason that he has been chosen as a finalist for the 2017 Outstanding Corporate Counsel Award’s General Counsel of the Year for a Small Legal Department.
The Association of Corporate Counsel’s DFW Chapter and The Texas Lawbook are honoring the finalists and announcing the winners at an event Thursday at the Bush Institute.
“[Hooman] was instrumental in the diagnosis of problems, devising the holistic transformation strategy, reducing overhead costs, upgrading and developing talent, re-inventing company processes and procedures, all whilst maintaining safety and quality, regulatory compliance, and customer, partner and regulator relationships,” Weil, Gotshal & Manges partner Stephen Youngman wrote in nominating Yazhari.
“His key role in the transformation of CHC from an unsustainable, overleveraged and cash flow-negative public company to a thriving, economically robust and agile competitor in the global helicopter services market demonstrates his effectiveness as an innovative general counsel,” Youngman said.
Yazhari’s family fled Iran in 1979 for the United Kingdom. His father became an executive at a global pharmaceutical firm. As a result, Yazhari spent time growing up in Belgium, Greece and Japan.
When Yazhari was 15, he saw episodes of the 1980s TV series LA Law.
“The lawyers on the show were glamorous and it got me first thinking about being a lawyer,” he says jokingly. “Seriously though, I was thinking about an education in commerce and I realized that the study of law was a great intellectual exercise and that no matter what people did in business, they always needed a lawyer.”
After receiving his bachelor of law degree from the University of Oxford in 1994, he obtained his advanced degree in corporate and commercial law from the London School of Economics.
Yazhari spent four years at Linklaters and then co-founded a venture capital-funded healthcare publishing company. After two years practicing at Chadbourne Parke in London, he became the general counsel of Switzerland-based Gategroup in 2004. The company specialized in commercial airline catering.
“Until the early 2000s, meals were served in all cabins of the airplane, including economy class,” he says. “Suddenly, in the years following 9/11, the airlines cut back to peanuts and soft drinks.”
Working with executives, Yazhari was able to guide Gategroup through bankruptcy and back to being a highly successful business.
Los Angeles-based International Lease Finance Company, which financed and leased jumbo jets to airline companies, hired Yazhari in January 2012 to be its general counsel and corporate secretary. ILFC had been hit hard by the financial crisis, especially the meltdown at Lehman Brothers.
Yazhari accepted the job knowing that the company was in dire financial condition. When he arrived, the situation was much worse than he was led to believe, as he discovered the CEO was stealing money from the business. During his two years on the job, he handled the CEO’s removal and guided the company through a major restructuring that completely turned the business around.
“The company was up for sale for $1 billion when I arrived, but it sold for $7.5 billion three years later,” he says.
In May 2015, CHC Helicopters brought Yazhari to North Texas to be the company’s senior vice president over legal and administration. CHC flies workers to offshore oil and gas rigs. As the price of oil plummeted in late 2014 and through 2015, CHC revenues declined dramatically.
“It was pretty evident from day one that we needed to fix the balance sheet,” he says. “I realized that this could not be just a cost-cutting exercise, but we needed a complete restructuring. We had too much debt and too many aircraft and we needed to address both.”
Yazhari had employed Weil as his legal advisor in the Gategroup bankruptcy and he turned to the law firm again for CHC’s restructuring – a move he says was one of his best decisions as a chief legal officer.
“The key legal challenge was the interplay of a Chapter 11 filing, with CHC’s multi-jurisdictional holding structure, and its operations being located in many jurisdictions which would not recognize a US Chapter 11 proceeding,” Youngman wrote. “Under Yazhari’s legal leadership, CHC did not lose a single customer throughout the restructuring process.”
The complexity of the reorganization was magnified when tragedy struck only a week before CHC filed for bankruptcy in Texas. A CHC Airbus H225 helicopter carrying 13 passengers crashed along the Norwegian coast, resulting in the death of all on board. The incident caused the grounding of the global H225 fleet and cast a shadow on the future of the aircraft.
“CHC’s original restructuring plan included keeping some of the current H225 fleet,” Youngman said. “In the equivalent of a split-second decision, Yazhari and the CHC team decided to reconstruct the plan and file without any H225 aircraft in its post- restructuring fleet. Ultimately, this forward-thinking solution saved CHC’s future, as the Airbus H225 helicopters are still not in use today.”
CHC emerged from federal bankruptcy in March 2017.
Unlike many corporate general counsel, Yazhari actually enjoys working at a company that is in severe financial crisis.
“I find that GCs can have a much bigger impact and be in the center of everything when a company is going through a restructuring,” he says. “As GC, you are renegotiating every contract. You are taking the company apart and putting it back together. It is tremendously challenging but also interesting work.”
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