Navin Rao had a big year two decades ago. He was in his last year at the University of Michigan Law School. He was finishing up an internship with U.S. Bankruptcy Judge Walter Shapiro. The hottest law firm in the U.S., Brobeck, Phleger & Harrison, was recruiting him. He even tossed a football with former Chicago Bears quarterback Jim Harbaugh.
“It was 1999 and I was at a bar, and Melissa Joan Hart of Sabrina the Teenage Witch offered to buy me a drink,” he says. “It is the only time in my life that a woman offered to buy me a drink.”
For the past 11 years, Rao has been the assistant general counsel and chief compliance officer at Michaels Stores, where he has led the company’s initial public offering, the acquisitions of Lamrite West and A.C. Moore, the liquidations of its Aaron Brothers and Pat Catan’s store chains, the issuance of a $500 million senior notes offering and the amendment and restatement of the company’s revolving credit facility.
Between March 2019 and last week, he had been the company’s interim co-general counsel with Janie Perelman.
Rao also shares another distinction with Perelman: He is a finalist in the 2019 DFW Outstanding Corporate Counsel Awards.
Perkins Coie partner April Goff, formerly senior counsel at J.C. Penney, nominated Rao for the DFW General Counsel of the Year for a Midsized Legal Department.
“He is a kind, conscientious leader who furthers the success and encourages the growth of other members of his team,” Goff says. “He is known for his business acumen, and is particularly intelligent, personable and hardworking. He also leads the ACC/DFW pro bono scholarship efforts every year.”
Rao’s last day at Michaels was last Thursday. He is now the new general counsel at Irving-based PrimeSource Building Products, an 80-year-old global building products supplier.
He replaces Jeffrey Harvey, who stepped down as PrimeSource GC last year.
Rao also serves in a formal and informal mentoring capacity to many individuals in the legal community, is an active member of the Asian/SE Asian bar and was named the Minority General Counsel of the Year for 2019.
Rao was born in Athens, Georgia, where his parents were professors at the University of Georgia. His father taught mechanical engineering, and his mother was a professor of statistics and computer science.
Both his grandfather and great-grandfather were prominent lawyers in Mumbai, India.
“But honestly, I never thought about going to law school until my sophomore year of college when I took a constitutional law class as an undergrad and fell in love with it,” he says. “I loved the discussion of very high-level issues and great stories in history.”
Rao went to college at the University of Texas in Dallas and received his law degree from the University of Michigan in 2000. Then he went to Brobeck.
“I summered during the dot-com boom but started full-time during the dot-com bust,” he says. “Brobeck was a unique place to work and at the time was, along with Cooley and Wilson Sonsini, where I later practiced, the go-to firm for high-tech.
“It was a very challenging time in Silicon Valley, and the firm eventually dissolved as a result,” he says. “One of the things that I am grateful for is that I got so much client contact in my early career. Many of my early clients were tech entrepreneurs not a whole lot older than I was.”
In 2006, Rao decided he wanted to go in-house.
“I really enjoyed working at a big firm, but I was viewed primarily as a billable hour by my clients,” he says. “I wanted to get closer to the business, and ACS was an opportunity to do so.”
Rao spent 18 months at Affiliated Computer Services as a corporate counsel focusing on securities and corporate governance.
Michaels, which had just been taken private by affiliates of Bain Capital and The Blackstone Group, hired Rao in May 2008. The company was planning for an IPO.
“The ability to work with private equity and work on an IPO from the in-house side was too good an opportunity to pass up,” he says. “But four months after I started, the stock market crashed and we had to put it off. Then, we filed again to go public, but our CEO had a stroke and so we had to put it off again.”
Rao finally got to stand on the floor of the NASDAQ in 2014 as Michaels shares started trading.
Rao led Michaels’ acquisition of Ohio-based crafts wholesaler Lamrite West for $150 million, which included the acquisition of an office in Ningbo, China, and the purchase of select assets of defunct East Coast arts and crafts retailer A.C. Moore in 2019.
“Both were family-owned businesses, and there were a lot of unique issues in both transactions,” he says. “Deals always get more interesting when there are family personalities involved. The high-dollar deals are not always the most complex or difficult transactions to finish.”
Rao has served as co-chair of the Association of Corporate Counsel – DFW Chapter’s pro bono committee for several years. He established the chapter’s partnership with the Street Law program and administered the chapter’s annual pro bono internship awards to students at SMU and Texas A&M law schools.
Diversity in the legal profession is one of Rao’s passions. Last year, the State Bar of Texas recognized Rao with the Texas Minority Counsel Program Corporate Counsel of the Year Award, which honors lawyers for their commitment to opening doors for minority, women and LGBT attorneys.
“It is very frustrating that diversity continues to be the problem that it is,” he says. “One of the biggest problems for corporate law firms is the difficulty they have in retaining women lawyers of color because of the lack of mentoring.”
Rao says corporate general counsel and in-house legal departments are in a position to make a difference.
“We, as in-house lawyers, have to demand that we are seeing diversity when it comes to lawyers working on our matters,” he says. “I think we, as in-house counsel, can be incredibly more aggressive in pushing outside counsel to have more diversity. We hold the purse strings. We have the leverage.”