Soham Naik – Marubeni-Itochu Steel Group – Americas

Father really seemed to know best. So Soham Naik says about his dad who immigrated to the United States from India in the 1960s and eventually settled in Houston with his wife, where they raised their two sons.

Though the elder Naik came from humble beginnings, he wasn’t short on native intelligence. He encouraged both sons to pursue medicine, though one of them was drawn to law.

“I don’t like blood or needles,” the younger Naik says with a good-natured laugh. “After my father understood, he told me, ‘If you’re going to be a lawyer, be a dealmaker, not a litigator. A business lawyer helps create wealth while a litigator fights over money.’”

Soham Naik | General Counsel | Marubeni-Itochu Steel Group – Americas

Naik took the advice to heart and has since fashioned a productive career at firms and in-house, the past 10 years as general counsel for the U.S. subsidiaries for Japanese-headquartered Marubeni-Itochu Steel Inc. (MISI). But keen as he is on building business in the Americas for MISI, there are times when Naik has to at least threaten to bring a party to court.

Such was the case when an unnamed corporate client balked at paying MISI for industrial steel products. According to Naik, that debtor acted “very mafioso.”

“They essentially said, ‘We’re the bigger bear and we’re not going to pay what you say we owe,’” Naik recalls. “Well, I took a look at their website and saw where one of their senior executives described what a reputable company they were.”

So, Naik figured out the email to that executive and essentially made her and her company an offer they couldn’t refuse. The gist of the letter: “So these are your professed values? Back them up by living up to them.”

“Instantly the payment was made,” Naik says. “It was kind of fun.”

Sealing steel deals

What Naik finds more fun is advancing the interests of MISI, a joint venture between two large Japanese trading houses that focuses on steel distribution in the energy, automotive, construction and building products industries.

Much has been happening with mergers and acquisitions, with new Chief Executive Officer Makoto Ishitani intent on taking it up a notch in North America. That’s certain to keep Naik busy as head of a three-member legal department in Houston, what with some corporate acquisitions being exceedingly complex.

Such was the case with MISI’s latest score, a midsummer agreement to acquire Russel Metals Inc.’s 50 percent equity interest in Calgary-based TriMark Tubulars Ltd. TriMark had only been around since July 2021 when Russel Metals and MISI combined their respective Canadian energy OCTG/line pipe divisions. Russel Metals intent on exiting the OCTG distribution industry—oil country tubular goods—and MISI bent on expanding its interests here, Naik says the transaction suits both companies.

A few years earlier, he had helped one of MISI’s subsidiaries, Sooner Inc., rope in another OCTG heavyweight, CTAP of Lafayette, Colorado. With the combined strength of Sooner and CTAP supplying OCTG products and services across all the major oil and gas basins in the United States, it’s brought MISI a much more significant presence in the United States.

The TriMark acquisition is set to close on Sept. 1, now that the parties have received Canadian anti-trust approval.

“You can’t go awry of Canadian law,” he says. “The role of legal in the acquisition was structuring the purchase agreement and helping on antitrust approval. We also had to make some tweaks in the financing, get a Japanese bank loan and obtain approval from Tokyo. But everyone understood the reason for this transaction, and we were able to get an agreement done.”

Naik places great importance on ensuring everyone understands the rational for every deal, which last fall included MISI adding to its portfolio of steel-processing facilities in the Americas, the Worthington Specialty Processing plant in Jackson, Michigan. This plant focuses on slitting, cut-to-length, blanking, logistics and warehousing for automotive needs. It serves its new owner’s commitment to expand its steel-processing for customers in North America in a critical industry and has been renamed MISA Specialty Processing Inc.

Streamlining transactions

The deals, and the day-to-day commercial transactions, have been easier to structure and better protect the company with Naik streamlining all contract review processes. He recalls how when joining MISI in January 2014, much documentation was still paper.

He’s long since overhauled the procedure to better protect MISI’s interests while not subjecting transactions to delay. After all, Naik had learned from his father of the wisdom of avoiding litigation, something he’s been focused on here and at his other stops.

A University of Texas at Austin Plan II Honors Program writing and philosophy graduate, Naik earned his juris doctorate from New York University School of Law in 2003. Like many young lawyers, he honed his skills in private practice.

Following stints at Milbank, Tweed, Hadley & McCloy and Kirkland & Ellis doing corporate restructuring, he joined the finance group at Bracewell, in its New York satellite office. Bracewell’s headquarters are in Houston, and Naik and his wife were eager to apply their skills in warmer weather and closer to Naik’s childhood home. Once his wife, a radiologist, finished training, they moved to Houston, where they’re now raising children ages 4, 5 and 9.

Naik had long figured he’d wind up in a corporate setting and joined MISI’s subsidiary, Marubeni-Itochu Tubulars America, in Houston in January 2014.  His department provides legal services to other MISI subsidiaries in North America through intercompany service agreements.  Naik says MISI is very much to his liking—especially working in the Houston office, as it serves as a hub for the energy industry.

“What I love about it (energy) is it’s so global,” he says. “You meet people from all parts of the world, and it brings such richness and diversity. Even traditional energy companies have to adapt to new things such as carbon capture, and it all comes through Houston. Even solar and wind have a significant presence here.”

And further helping to expand his worldview, Naik interacts with the parent company’s executives in Tokyo, and they come to Houston on a rotating basis. They’re very process-driven, Naik says, and there’s much to learn from how they meticulously mind the run-up to a common goal. Of course, Naik has his own lessons to teach, many garnered from the persistency of his now-retired parents who look so proudly at their doctor and lawyer sons.

“My father came from a small village, but he wasn’t scared of taking risks,” Naik says. “When he arrived here, he looked up Indian names in the phonebook just to make connections. My mom had great courage in immigrating to this country too. I have great appreciation for how they challenged themselves to build a better life for me and how they always pushed education, as I now try to do with my own kids.”