David Rassin
David Rassin remembers interviewing for the general counsel position at oil field services corporation SAExploration in March 2020.
The Houston energy company’s last GC had been fired. The CEO was on indefinite leave. Two other top executives were forced out. All four faced federal criminal charges of securities fraud, lying on company financial reports and stealing millions of dollars from their employer.
The U.S. Securities and Exchange Commission had a separate active investigation of the business and its executives. The Alaska Department of Revenue was exploring tax fraud-related charges. SAExplortion was in the process of reevaluating five years of financial statements and faced being delisted by the Nasdaq. Shareholder class action lawsuits seeking hundreds of millions of dollars had been filed.
One more thing: SAE was headed for bankruptcy, and the company faced hard questions about whether it would even exist by year’s end.
“Oh yeah – the dream job. A real fixer-upper,” Rassin told The Texas Lawbook in an exclusive interview earlier this month. “What more could I ask for in a new employer?”
“I like being a meaningful part of something that’s bigger than me, and you feel that more in-house than at a firm.”
— David Rassin
Rassin wasn’t desperate for a job. He was secure in his position as senior counsel and director of ethics and compliance at Houston-based Patterson-UTI Energy. The SAE job, however, offered Rassin his first shot at being a GC and the opportunity to face bet-the-company legal issues that most chief legal officers don’t experience in a lifetime.
The truth is, SAE with all of its issues was Rassin’s dream job. It was exactly the job he wanted – problems and all.
“All my friends who really know me said this is the position for you,” he said. “I love and thrive on challenging and seemingly impossible situations. Navigating SAE through its crisis was the biggest challenge I could imagine at a GC level. It was like beating the game on hard mode. Anything that came after that would be easy.”
Rassin interviewed for – and accepted – the job just days before the Covid-19 nationwide shutdown.
The next nine months were brutal. Rassin worked 15-hour days. He and the company cooperated fully with federal investigators, while also dealing with the Covid pandemic lockdown and the economic pressures that came with it. Contracts with suppliers and business partners had to be renegotiated.
The results Rassin and the company achieved, according to legal experts, were nothing short of extraordinary. SAE walked away from the criminal and SEC cases relatively unscathed. The company exited bankruptcy as a privately held business with considerably less debt and as a much stronger operation.
“I was excited by the SAE opportunity and took the job because I recognized something that was not apparent to the public and the regulators didn’t know at that point – that SAE was the victim of these crimes, not the perpetrator,” he said. “But it took a lot of hard and brilliant work by some great lawyers and our executive leadership to get the company through this turbulent time.”
“It was the most intense year of my life,” he said.
For Premium Subscribers: Click Here for a special Q&A with David Rassin on challenges facing in-house counsel, his pet peeves about outside counsel and what lawyers need to know if they want his business.
The Association of Corporate Counsel’s Houston Chapter and The Texas Lawbook cite Rassin’s unprecedented success during the past 18 months in naming him a finalist for the 2021 Houston Corporate Counsel Awards General Counsel of the Year for a Small Legal Department.
ACC Houston and The Lawbook will recognize Rassin and the other 2021 Houston Corporate Counsel Award finalists Jan. 13.
“David’s entire tenure was spent in crisis management, providing strategic and legal counsel to a company that faced a confluence of existential threats,” said Cindy Muller, a partner at Jones Walker. “David successfully handled a career’s worth of legal challenges in one year.”
“David is cool in a crisis and has a great sense of humor,” said Muller, who nominated Rassin for the award. “The combination of the two carry him and his team through difficult issues with some degree of levity. This makes him the kind of person you want on your team, in good times and bad.”
Other lawyers involved in the SAE fiasco agree that Rassin was critical to the survival of the Houston-based company, which provides seismic data to businesses in oil and gas exploration and production.
They point out that Rassin also received the Texas General Counsel Forum’s 2021 Magna Stella Award for Solo General Counsel of the Year.
“David came into the middle of a mess,” said Sidley Austin partner Yvette Ostolaza, who led SAE’s internal investigation and defended the company against securities fraud and derivative class action lawsuits. “David’s mission was to get the company from point A to point B. He was definitely the right person for the job.
“David has a steady hand and led the company through a terrible situation,” Ostolaza said.
Robert Manley, a principal at McKool Smith who specializes in complex litigation, said he was impressed at how Rassin “inherited a raft of very complex and sticky issues” and responded by building an external team of legal specialists that required a high level of cooperation and coordination to achieve success.
“David deftly managed the personalities, both internal and external, to secure terrific outcomes for his client and to manage the myriad of competing interests involved in the multifaceted lawsuits and non-legal proceedings,” Manley said. “Suffice it to say, that in my nearly 30 years of handling complex matters, the matters that confronted David at times appeared insurmountable, incognizably complex and unmanageable.
“David not only led the company and many legal teams through them, he did so with intelligence, grace and aplomb,” he said. “It was truly impressive.”
Rassin’s parents were Russian-born Jews who escaped the Soviet Union in 1980 as part of a mass migration. The couple were in their early twenties when they settled in Calgary, Alberta, Canada.
David Rassin was born a few months after the couple arrived in Canada. His father studied accounting while delivering pizza. A company eventually hired his dad as a contract draftsman. When he retired, he was president of that very business.
“They didn’t speak English and didn’t have generations of friendships to open doors for them,” he said. “They worked very hard, and they worked a lot.
Rassin said his childhood was filled with street hockey, mischief and library books.
“My dad reads a lot, and he passed that on to me,” he said. “As a child, he used to drag me between used bookstores – which I came to love. It’s how he learned English – and he learned it very well. It took me until my thirties to have a better vocabulary than him.
“Growing up as a child of immigrants, and then later becoming an immigrant myself, my worldview remains formed by those experiences,” he said. “I have tremendous admiration for my family and what they accomplished.”
Rassin received a degree in philosophy from the University of Calgary in 2002, and then chose to go to law school at Tulane University in New Orleans.
Rassin often tells people he became a lawyer because he’s a Canadian who “can’t skate backwards” – a prerequisite for playing hockey. The truth is, he can skate backwards.
Like many others, he said he chose law after “being inspired and largely misled” by movies and TV about the glamourous life of fictional attorneys. Rassin’s inspiration, however, did not emanate from To Kill a Mockingbird or Perry Mason. Instead, it was The Devil’s Advocate starring Al Pacino and Keanu Reeves.
“The devil tells the young lawyer played by Reeves that practicing law is a ‘backstage pass’ where lawyers get to see things up close that very few others experience,” he said. “That appeals to me – the constant learning and variety, sitting in the splash zone, having access and making good use of it.
“I had already wanted to be a lawyer, but the fictional devil also had a good point,” he said. “It’s why I liked to travel to terrible places. It’s why crisis and change don’t make me nervous. I like being in the thick of things – that was the point all along.”
While Rassin loved law school, living in New Orleans was “so different from everything I’d experienced before,” especially coming from Calgary. He said New Orleans itself was a “life-impacting experience.”
“Learning to survive and flourish in a very broken, dysfunctional place such as New Orleans required a lot of change and personal growth, but I learned to love it,” he said. “I don’t know who I’d be if I hadn’t gone through the New Orleans experience. If you haven’t spent a lot of time there, you probably don’t know what I mean – and that’s fine, you’re not supposed to.”
In 2005, Zimmerman Axelrad, a 20-lawyer Houston boutique, hired Rassin for its litigation practice.
“The two lawyers that trained me are still the best lawyers I’ve ever worked with,” he said, referring to Irving Stern and Kitty Vickers. “I think about them every day, regularly evaluating problems through what I think they would do in the situation. I don’t always do what they would say – I consult with other very smart imaginary friends, too – but they are hugely influential voices in my head.”
Rassin left Zimmerman Axelrad in 2011 to go in-house and become the senior attorney for anti-corruption and compliance at KBR in Houston.
“Always wanted to be part of the business team, working toward a common purpose,” he said. “That’s why I wanted to go in-house. Even back when deciding to go to law school, the interest was always eventually to go in-house and transition toward being part of the business.”
“I like being a meaningful part of something that’s bigger than me, and you feel that more in-house than at a firm,” he said.
In 2014, Rassin jumped to Patterson-UTI Management Services, a $2 billion company that focuses on oil and gas drilling operations, where he worked for nearly six years.
Then came March 2020.
Colleagues in the legal industry contacted Rassin about the general counsel position at SAExploration, which had been without an in-house lawyer since it fired former GC Brent Whitley in August 2019. SAE dismissed Whitley, who also served as CFO, for being part of the accounting fraud scheme to artificially inflate company revenues by $10 million with former CEO Jeffrey Hastings.
“It was a crazy situation,” said Ostolaza. “Of all the internal corporate investigations that I’ve handled, I have never seen a situation in which the general counsel was involved in the embezzlement. I told the company’s leaders they desperately needed a strong GC, and they definitely got the right one.”
Rassin interviewed in person in early March 2020 with Michael Faust, who had been an independent board member promoted to CEO when Hastings was forced out.
Between the time Rassin accepted the job and the day he started, April 4, the Covid-19 pandemic hit. SAE’s home office in Houston’s Energy Corridor shutdown and employees worked from home.
“Things were going so fast,” he said. “Walking into that challenge while working from home was an added wrinkle. Didn’t get to meet my teammates for nearly a year. Didn’t have access to files.”
“Every day was a new crisis and everything was always on fire, and then oil went below zero and Covid restrictions shut down the world,” he said. “From the day I started until we exited bankruptcy, it was nonstop.”
SAE faced multiple disadvantages because of the crimes committed by its former executives. Rassin said the company had already absorbed some pretty hard hits.
“The potential harm greatly exceeded the resources we had to fight against that harm,” he said. “I had to figure out how to marshal limited resources to address each issue. Every shot had to count. The margin of error was tiny and there was no time to aim.”
“Coming through that was like a movie,” he said. “Everyone on the team had to get it exactly right on the first try – operations, finance, legal – and to do it from quarantine and without having met in person. The magnitude of the team’s accomplishment is stunning.”
Rassin said corporate restructuring through the bankruptcy process was critical, though he admits it was far from certain that SAE would be successful.
SAE’s bankruptcy team, which was led by Porter Hedges as outside counsel, was a multidisciplinary group from all parts of the business.
“It took a lot of people working shoulder-to-shoulder, morning to night,” said Rassin, pointing to SAE’s internal team and its outside legal and financial advisors but also the company’s owners and lenders.
“They [owners and lenders] took the biggest haircut in the restructuring but were constantly supportive of our business and our personnel, shared our commitments to our people and the communities in which we work,” he said. “They showed optimism in our business and that our culture could recover from the harm that was done to it by the fraud. It helps us stay focused knowing that they support our business, our mission and our environmental and social standards.”
Rassin said it was important for SAE to get through bankruptcy “with our reputation for treating our vendors intact, and we succeeded in that.”
“We had to find a way through, but we made it,” he said. “I miss some of the adrenaline and the daily crises and haven’t quite adapted to ‘ordinary’ days. I knew the challenges were there when I joined and welcomed the opportunity to take them on.”
Porter Hedges corporate partner James Cowen said Rassin “works collaboratively with outside counsel and the company’s senior management to find legal and business solutions that are pragmatic, effective and sustainable.”
“David has experience from many different perspectives of the oil field services sector that allow him to truly understand the challenging business issues faced by the company,” Cowan said. “In particular, his knowledge of international compliance matters is especially valuable for SAExploration and its global operations.”
Muller of Jones Walker agrees.
“David has extensive international legal experience and knowledge, with attention to detail without losing sight of the overarching business objective,” Muller said. “What makes him a good in-house lawyer and leader is that he easily translates legal knowledge into practical solutions designed for consumption by nonlawyer executives. He does not bog down in legal theory but uses it to drive results. He is as much a businessperson as he is a lawyer.”
Lawyers said SAE benefited tremendously from Rassin’s communication skills because the Covid pandemic prevented him from going to the SAE’s corporate offices until June 2021, when he was able to meet for the first time with the people he had been working with for 15 months.
Many executives agree that Rassin’s performance in the SAExploration crisis will attract the attention of corporate executives at larger corporations who face their own existential crises and will turn to Rassin to possibly be their fixer-upper.
“David is cool in crisis, a stabilizing force and a terrific problem-solving leader,” Manley said. “I truly believe he is destined for great things. He is truly some of the best this profession has to offer.”