Speaker 0 00:00:00 Welcome to the us law essentials law and language podcast, the legal English podcast for non-native English speakers that helps you improve your English, listening, improve your legal English vocabulary and build your knowledge of American legal culture.
Speaker 1 00:00:17 Forward begin today's episode. I wanted to remind you that us law essentials offers online legal English, and online us law courses. Our courses are designed for students bar exam candidates, attorneys, and translators. If you are interested in learning more, please contact Daniel at Daniel at us law, central.com or visit us law essentials.com and join us on LinkedIn and Facebook. And now today's episode.
Speaker 2 00:00:52 Welcome to us law essentials law and language podcast. I'm your host, Steven Horowitz. And today we continue our series of interviews with Multilink will lawyers with our special guest Guang shoe. Uh, and let me tell you briefly about Guang. Uh, he is originally from China and Guang. What part of China are you from?
Speaker 3 00:01:14 I'm from Nancy
Speaker 2 00:01:16 And now he works at the law firm of Simpson Thacher and Bartlet in Palo Alto, California, where he, uh, focuses on executive compensation and benefits practice as an associate. Um, he completed his undergraduate degree at the college of William and Mary in Virginia in 2014 and his JD at C in 2017. Uh, then he worked litigation associate at frail Fraley and associates in Los Angeles for a year before doing his tax LLM at New York university school of law, which he finished in 2020 after which he started his current job at Simpson Thacher and Bartlet. Uh, welcome to the show Huong.
Speaker 3 00:02:03 Thank you for having me, Steven.
Speaker 2 00:02:05 Uh, very nice to have you here. Um, and the first question I just wanna ask you is what languages do you speak?
Speaker 3 00:02:14 Uh, I speak Mandarin Chinese and, uh, that's the language that I grew up with. So, and English.
Speaker 2 00:02:22 Yeah, and English of course, which, cuz we're talking in it right now. And, and at what age, at what age do you feel like you, you learned English or how would you describe how you learned English?
Speaker 3 00:02:33 I mean, as a Chinese student grew up in the public Chinese school system, I think we started the English education pretty young me. I think it was starting fifth grade in elementary school. Uh, and uh, it was one of the most, one of the most important, uh, subjects on the, uh, like the, the school entrance exam from elementary school to the, the junior high and then from junior high to high school. Um, so I would say I knew that it was important to learn in English from a very young age, but I wouldn't say I really learn English. Uh, especially given the first year I was in the United States back in 20 2008, uh, when I really need to use English as my daily language. And I realized, uh, my level of English was not good Uhhuh <affirmative> I think it took me at least two months to really start understanding what people were saying, Uhhuh <affirmative> and in daily conversations.
Speaker 2 00:03:55 What, what happened in 2008? You were, you were doing an exchange?
Speaker 3 00:04:00 Yes. I was an exchange student, uh, in high school. So I spent a year, uh, staying with a family, uh, in a suburb around Atlanta, Georgia and attended, uh, public high school as a junior for that years.
Speaker 2 00:04:21 Oh, and what, what was your impression of public high school in the us coming from China?
Speaker 3 00:04:25 Uh, it, it was very different. Uh <laugh> I would say the emphasis on, uh, uh, math and math related subjects are, are, are, are much more, uh, in kind
Speaker 2 00:04:45 A much higher.
Speaker 3 00:04:46 Yeah. So, so in comparison in the us was much more relaxed. So I remember in the math class that people saw me, like, I'm this crazy person who knows a lot of stuff, but really, but really that's what pretty much every, one of the learned as a Chinese student back in China. So that, wasn't my biggest impression.
Speaker 2 00:05:08 That's kind of like Superman coming to earth and everybody thinks, oh, he is so strong. But back on his, on his planet, everybody was like that,
Speaker 3 00:05:17 Right. The only even like math or physics and stuff. Right.
Speaker 2 00:05:23 Um, there's a LLM student, uh, in one of my classes, who's from Korea and he's living here in the us now, um, while he is studying and he brought his kids with him and his children go to local elementary schools here in Maryland. And I think they're, they, they love it because they say it's so much more fun and so much easier and so much less work than, than what they had to do in Korea, in their elementary schools, in Korea.
Speaker 3 00:05:53 Yep. That I don't doubt it.
Speaker 2 00:05:55 Yeah. All right. I mean, are you glad you had that experience or do you, do you, do you feel like you lost something by, by not getting that, that extra studying in at that higher level?
Speaker 3 00:06:06 Um, no, because I think by the time I actually, um, started my exchange program, I, I think I've learned enough under the Chinese system mm-hmm <affirmative> um, and I do appreciate what I learned. Um, and, uh, I kind of, I was just talking to my friends a couple days ago about how I wanted to raise my own kid that at this time I still want them to have at least part of that, like that part of the, that part of Chinese education mm-hmm <affirmative> I wouldn't want my kids to go through only us education. So I think that that part is actually pretty valuable.
Speaker 2 00:06:52 Mm-hmm <affirmative>. And, and do you remember a point at point in time when you, um, sort of fell, was there any one moment or something happened and you thought, Hey, I really, I really understand this. I can, I can really communicate in English now.
Speaker 3 00:07:09 Yeah. It's it's yes. There's kind of embarrassed to say, but, um, so there was this little Misha with my program. Um, so I didn't realized the family that I was staying with for the co uh, for the first two month, roughly was not actually supposed to have me for the whole year. They were supposed to be the temp temporary family, but I think one of the persons on, in the, uh, exchange program, she, like, she ended up just bringing all the kids into the us, I guess be based on that she, she gets some sort of commission Uhhuh <affirmative>, but, and she promised this, these families that they will all only stay with them for just a couple months, but then, then, then she disappeared. So, so whoa, My, my whole family sort of just was stuck with me and I didn't realize that until maybe it was the, the, the third or the fourth month I was with them. So,
Speaker 2 00:08:16 And they, they explained it to you or you were asking about it or something.
Speaker 3 00:08:21 I think they tried to explain it to me before I think <laugh>, but I never understand it <laugh> but like eventually I did. So.
Speaker 2 00:08:31 And, and were they were happy to have you for the whole year or the whole period?
Speaker 3 00:08:35 I mean, it wasn't ex expected, like, but, uh, it was not bad. Oh yeah.
Speaker 2 00:08:44 Uh, and then, and then you went on to college in the us and law school
Speaker 3 00:08:50 That's right.
Speaker 2 00:08:53 And by that time, was it easier to, to, to communicate, to do the classes or was it still a, a challenge from a language perspective?
Speaker 3 00:09:03 Uh, I think in college, if it is like a, um, social science class, it, it is, it will us, especially the first, first year. And you know, the first two years maybe, uh, I remember the first semester I took a sociology class and there was a lot of, uh, reading materials. Mm-hmm <affirmative>, uh, maybe wasn't they, maybe it's no longer a lot for me right now, but at the time I remember it was a huge amount of reading and I tried to go through it, but oftentimes I ended up just spending two hours going through 30 pages. And after that, I didn't remember anything that I read. So, wow. <affirmative> yeah, it was pretty tough at the beginning, but I, I, I decided to be a history, major Uhhuh. Um, so
Speaker 2 00:10:10 That's a social science.
Speaker 3 00:10:12 Yes. <laugh>. I think history was a little bit, little bit easier Uhhuh other than like, uh, compared to like sociology, which is more theoretical, I would say.
Speaker 2 00:10:24 Yeah, sure.
Speaker 3 00:10:25 It's uh, history is more fact based, especially if you already know some of the history mm-hmm <affirmative>. Um, But, uh, I, I, I, I, I stuck it out. Uh, I, I, I, I was like, you know, going into, going through us college education, you must learn to, you know, use English, the study to read and to write. So.
Speaker 2 00:10:53 And did you have any, any strategies or, or tricks or anything you tried to did that to, to help you improve your English? Or was it just a matter of spending time with everything looking things up in the dictionary, talking to people and eventually it just sort of started coming together.
Speaker 3 00:11:12 I think it's, you just have to stick with it. Um, and, um, sometimes if, um, the professor allows me, I would record the, the lecture. So I have, uh, so I would be able to listen to them again, Uhhuh and, uh, make more notes. Cause like I couldn't make notes and try to understand what professor was saying at the same time. That was a very go to learn.
Speaker 2 00:11:43 And then, and then, and then in law school as an international student, what was that experience like?
Speaker 3 00:11:52 Um, I, So I wasn't, like, I realized that before going to law school, I wasn't fully prepared, uh, looking back from now Uhhuh <affirmative> that, uh, I wish I had just seen even like one of those say legal, uh, TV shows that I know what the stereotypes were like what's to be expecting, uh, like the first year is gonna be crazy difficult. I didn't even know that I didn't even know that the first year great mattered <laugh>
Speaker 2 00:12:33 You didn't, you didn't even know enough to be scared.
Speaker 3 00:12:36 Exactly. And that cost me a lot. Um, how
Speaker 2 00:12:40 So, how did you, how did you decide to go to law school?
Speaker 3 00:12:44 Uh, it was, it was not a hard decision. Like I was a history and a math major in college. And I remember one summer, I think was my junior year. My father was asking me like, what do you wanna do after college? Uh, and, uh, apparently I don't wanna be a history professor, so I wouldn't go on to a more academic
Speaker 3 00:13:14 Route, like getting an master or P H D in history or in math. And at the time a lot of my peers were doing computer science either or accounting, or some of them were in finance slash consulting. So that's basically the options for you. And there weren't a lot of people doing law school. Um, so I was like, I was a history major. I, I think I came getting one of those law schools and I heard lawyers got paid pretty well, so <laugh> yeah, that would run it. So I, then I started to prepare for the L and then applied. So, yeah,
Speaker 2 00:14:03 So that, that does sound like the classic American college to law school experience. Although the, the more traditional one is, well, I don't like blood, so I'm not gonna be a doctor and I'm not good with numbers, so I'm not gonna go to business school. So I'll go to law school, but you were good with numbers. You, you were a math major.
Speaker 3 00:14:20 Right. But I, I also figure that, you know, being a math major, that I was trying to be logical and that sort of, that skill is sort of still very valuable in, in law. So,
Speaker 2 00:14:36 And let me ask you another question about your language. Do you, when you do a math problem in your head, can you do it in English, in your head, or does it switch to Chinese in your head?
Speaker 3 00:14:47 If it's math? It's pretty much Chinese. I mean, cause I mean really doing math, especially we're talking about like more elementary side of math it's um, what I learned, uh, when in, in, in Chinese and uh, and really it's, it's more symbols and numbers than other than, um, like languages. But that's the question that my father always asked me. Like when you think of not, not, not math problems, but like when you're thinking of like a, a maybe an issue, do you think of in, like when you think, do you think in Chinese or do English and I get the impression that he always thought that if you are really becoming good at English, then you should have all your, um, thought process in English. But I think if he stopped asking me that a couple years ago,
Speaker 2 00:15:47 Yeah. I think it's complicated. I think some things, I mean, you can, you, you know, you probably have had dreams in English at this point. I know that's uncommon, right? Yeah.
Speaker 3 00:15:58 I, I probably do <laugh>
Speaker 2 00:16:00 Um, cuz I, I still remember the first time I had a dream where some, where there was Japanese speaking in my dream and I woke up and I was so excited cause I thought, wow, I just dreamed a Japanese. But I think the math question doing math in your sort of gets, gets even more at, you know, do you favor one language even if you are bilingual, is there one that's that's sort of still the stronger one.
Speaker 3 00:16:23 Yeah. I think for math, Chinese.
Speaker 2 00:16:25 Now what about, what about, um, so your, your, your current legal practice is executive compensation and be, um, how, how would you explain that to, uh, to your grandmother or to, uh, a 10 year old child? How would you explain what you do?
Speaker 3 00:16:46 It's, it's kind of difficult to explain to my grandmother for sure. Cause like this whole, first of all, this whole practice is considered pretty niche, even, even in the UFS
Speaker 2 00:16:58 Uhhuh.
Speaker 3 00:16:59 Uh, I mean, if you're in like M and a or capital markets
Speaker 2 00:17:03 By by M and a, you mean mergers and acquisitions. Yeah.
Speaker 3 00:17:06 Mergers and acquisitions or like doing ideals and stuff. Like I would say most The people that I knew probably know those terms. Um, but exec comp and the benefits, there's really not a, like a commonly used term for them. So I have to, so I have to, I mean, you can translate it, but it's kind of awkward.
Speaker 2 00:17:32 <laugh> how does it, how does it translate?
Speaker 3 00:17:35 I mean, Zach comp would be like you helping these executives of these big companies design their compensation, packages, Uhhuh and, and employment and employment agreement, separation agreement, stuff like that. And on a benefit side, you look at a 401k. I mean, like, I don't think Chinese people know what 401k is, but
Speaker 2 00:18:01 Right. That's a specific provision of us tax law or us. Right, right.
Speaker 3 00:18:08 But they know like what the idea of an a pension plan is.
Speaker 2 00:18:11 Right.
Speaker 3 00:18:12 And, uh, so I think it's to my grandmother, I know that, uh, Alibaba is, uh, our, my law firm's client. Oh. And that's a big name in China. So I was just simplify as like, uh, you know, our practice group would help JMA design his, you know, compacts, like how much stop auctions do he get
Speaker 2 00:18:41 Uhhuh,
Speaker 3 00:18:42 Stuff like that. I mean, that's like very simplified version of what I do, but you know, if I want, if I want my grandmother to have a understanding of my practice, that's usually what I do. <laugh>
Speaker 2 00:18:59 When I was, uh, when my brother, just after college in the nineties, he went off to Hungary and he ended up working with an internet
[email protected]. And then when he'd come home, my grandmother who was in her nineties would ask what he does and he'd try to explain it, but of course she didn't understand the internet. And eventually he would just say, computers, grandma, I work with computers. And that was like all he could say. So, um, now how would you explain what you do to a young, uh, a young law school student? Who's thinking about maybe doing a, a tax LM?
Speaker 3 00:19:39 Um, say we, there are two parts of our practice. One is with respect to these executive. Um, so we look at their equity incentive packages, uh, their employment, their severance, um, their changing control agreement, if any. And, uh, another part of the PR is more towards the general employees of the companies. Um, so we look at their, um, health and, uh, um, welfare plants
Speaker 3 00:20:30 And maybe like, um, severance plans in gen. Um, so I would say that as a exec comp and benefits attorney, you're the specialist on a legal team, that's on a, say an M and a deal that you look at the composition and benefits aspect of the deal and make sure that everything aligns in those areas. And I would say that, um, it's sort of exciting that being a junior confident benefits attorney, that you get the opportunity to start to do substative law a little bit earlier than just a regular corporate associate. Um, and, uh, you get the opportunity to be on those meetings as a junior person, uh, with the management or the, the, our, or the, like our clients, the, the, the PE firms or, um, cause those meeting has usually happened just between the, the client and, um, uh, the partners. But I think oftentimes there's only one junior associate on that call and it's usually, uh, from our team. So that's sort of interesting.
Speaker 2 00:22:08 Oh, did you, did you know that when you got into the field that you would probably be getting more into substantive law at an earlier?
Speaker 3 00:22:16 I didn't know that, no, but it's a, it's a, it's a good surprise.
Speaker 2 00:22:21 Now you did a tax LLM at NYU. Um, how much of what you're doing is tax related, would you say, do, would you characterize yourself as a tax attorney?
Speaker 3 00:22:34 I would not character myself as a tax attorney, uh, cuz on the deals we have tax specialists as well. And uh, they handle Mo the most tax issues. I would say based on my current experience, it's about like 10 to 15% of really text stuff. And it's really, uh, like not general text stuff, uh, like only, uh, text that's related to comp. So like two 80 G three B election.
Speaker 2 00:23:13 What's a what's A2. What's a two 80 G
Speaker 3 00:23:17 Two G. Okay. Let me explain this. I'll try to explain this, this,
Speaker 2 00:23:21 This is the good stuff.
Speaker 3 00:23:23 Um, so when, say on M and a deal that, uh, this P firm tries to buy this company and that's usually a event of change of control. Um, and uh, oftentimes the current management would get paid a lot of money, say transaction bonuses, um, or accelerated, uh, investing of their equities. So two ag is this law that says that an executive I'm oversimplifying this, but executive, uh, and a change of control cannot get not cannot, but they don't want you to get more three times more than your, um, W2 income. So say if your W2 income is 1 million and uh, in this transaction, you're paid total, everything combined, four millions, that's more than three times, 1,000,002. And, uh, <affirmative> on a two 80 G you will pay a, um, penalty tax to a 20% on the part where it exceeds your one time, uh, w two income. So for minus one would be 3 million, you pay 20% on the 3 million, which is, is a lot. And, uh, people don't like that. And at the same time that the company did not like lose, I think that 20% of deduction as well. So it's, it's a really bad situation. Um, but there's this like cleansing mechanism that if 75% of the shareholder, if the company agreed that it's okay to pay you this much, and then you won't pay the penalty tax or do the 20% of deduction.
Speaker 2 00:25:43 Oh wow.
Speaker 3 00:25:43 So that's really technical. And, uh,
Speaker 2 00:25:47 And that was the simple version.
Speaker 3 00:25:49 That was the very simple version. Yes.
Speaker 2 00:25:50 Wow. And were you doing that math in your head in Chinese just now? Or was that all in English in your head?
Speaker 3 00:25:56 That was in English actually. Cause I learned all this stuff in English, so I know the for, for these in Chinese.
Speaker 2 00:26:05 So your dad, your dad will be impressed then.
Speaker 3 00:26:09 Um, yeah. So those things are like, they recur, like they that's an issue on almost all the deals Uhhuh, so yeah, that's definitely tax, but, uh, we usually handle that, but if it's like a more general tax issue, like in, in like certain the structure of the, like the structure of the deal, like how you put like partnership above corporations, stuff like that, at least as a junior, you don't, you don't do that.
Speaker 2 00:26:43 Okay.
Speaker 3 00:26:43 And even with the two ag analysis, really with the numbers, the attorneys don't do them, but you have to understand them and review the analysis, but really the work was done by the accounting firms.
Speaker 2 00:26:59 Ah, okay.
Speaker 3 00:27:01 Yeah. So you don't actually putting the numbers in a spreadsheet
Speaker 2 00:27:05 Uhhuh,
Speaker 3 00:27:06 Like, especially in terms of like investing the accelerate investing of equities, like you have to take into account of like the, the value of time. So, and those numbers are like a lot, so they don't expect you to actually do those numbers, but you have to, when they present you with the analysis, you have to be able to understand it and, uh, to do your best to review if there's like any big errors in it
Speaker 2 00:27:38 Uhhuh and you have to be able to communicate about it, to
Speaker 3 00:27:41 Correct to your client. <affirmative>
Speaker 2 00:27:44 When you, when you took your tax LM program, did you have a, a favorite course or was there a particular course that you really enjoyed?
Speaker 3 00:27:51 Yeah, I, I really, uh, enjoyed, um, international tax, um, with professor king
Speaker 2 00:28:01 Uhhuh <affirmative>.
Speaker 3 00:28:02 Yeah. And, and, uh, it was, I would say one of the most challenging course courses in the program
Speaker 2 00:28:10 Uhhuh,
Speaker 3 00:28:11 Um, And, uh, I do love a challenge, so that's part of it and also like TA international tax, is this room area that, and there's no like overarching authority, like all these nations, they designed their tax systems independently. Right. And, uh, like they didn't have in their mind when they were designing, then how these systems would inter interact with each other Uhhuh
Speaker 2 00:28:52 <affirmative>
Speaker 3 00:28:53 So that, so when you actually like trying to solve issues or, you know, trying to achieve certain goals on that level, you need a lot of create, um, create and, um,
Speaker 2 00:29:10 Think that's
Speaker 3 00:29:12 Yeah. Heard
Speaker 2 00:29:12 That. I said about tax lawyers that that's actually, even though it doesn't sound like it ends up being one of the most creative, um, fields of law to be in.
Speaker 3 00:29:23 Yeah, definitely. I mean, in terms of international tax, I think they're, if, if you really get the practice of it, I think there really is a lot of, uh, demand for creativity.
Speaker 2 00:29:35 Uh,
Speaker 3 00:29:36 Yeah. So I think, and also professor my professor for that class was I liked him a lot. Like I think he was really good at explaining difficult concept, uh, in relatively simple languages.
Speaker 2 00:29:55 Uh,
Speaker 3 00:29:56 I think is a very valuable skill either as a professor, a law professor or as attorney.
Speaker 2 00:30:06 Yeah. Yeah, definitely. I mean, that's something lawyers, you know, constantly have to do to be able to take the complex and somehow put it in, in simpler forms. Do you, do you have any advice for somebody who's who's about to start a tax LM program or maybe who's thinking about a tax LLM program?
Speaker 3 00:30:25 Okay. So based on my knowledge, if you wanna get an tax LM program, if you wanna get a degree at NYU or Georgetown, which is, are the, the top two schools for, for, for tax LM, <affirmative>, um,
Speaker 3 00:30:45 Understand that you probably already know this, but, uh, understand that not all the graduates from these programs get to do tax law after like get to do pure tax law after graduation. I still in a substantial amount of us, uh, ended up doing executive conversation and benefits work. Um, but that's not to say that our practice is not as fun or as challenging as tax law, but, uh, uh, I think that's a, an, an important thing to, to know before you get into the program. But other than that, I would say at least for NYU, I think they have a very good platform for tax graduates to find jobs
Speaker 2 00:31:48 Uhhuh.
Speaker 3 00:31:49 So, uh, if you are like me who missed opportunities in your JD, um, tech LM, NYU slash Georgetown would be a good choice if you wanna redeem yourself and get another shot of especially big walls. Um, but that's based on my experience.
Speaker 2 00:32:17 Oh, that that's really terrific perspective. And I think very helpful for perspective, um, uh, for me to understand as well. Um, and do you, let me ask you one last question. Do you, have you ever been given any advice by somebody else in your life that, that you found particularly helpful,
Speaker 3 00:32:37 Uh, regarding text Alliance?
Speaker 2 00:32:39 Uh, life in general?
Speaker 3 00:32:41 Oh,
Speaker 2 00:32:42 LMS could be life in general.
Speaker 3 00:32:44 I, I do have one to share though. That's yeah, go ahead. That's mostly based on my experience. Um, I went straight to law school from college and, uh, I regret it, but because I think, especially for people who has been good at academic work since young and through college, some of us can not to fully understand how, um, would be a professional Mees at that point when you graduate college, at least for me. So I thought it would be much more beneficial for me to actually on a job after college, even for just a year to how, what the life is like, you know, working as a professional or working in the corporate, um, environment and to earn a salary. And then you would have a very different perspective on the three year of legal education you're about to get. So, cause my experience, I, when I transitioned from college to law school, I didn't realize that it is gonna be different. And it means different like after college, you are sort of still like that older teenager, but in, in law school or after law school, then you become an attorney and, um, it, it, it just means very different. So, so my advice would be, I mean, if you have the opportunity or the, I would see the luxury to spend a year, um, between college and your professional schools do it and you will get a much more comprehensive perspective. Um, and you, you will, you will feel happier when go back to school.
Speaker 2 00:35:10 I appreciate it more.
Speaker 3 00:35:11 Yeah. You, you, you will appreciate it more.
Speaker 2 00:35:13 Yeah. I would agree with that. I would agree with that. Okay. Well, once John, thank you so much for, for joining us here today. It's been a real pleasure having you on the, on the program.
Speaker 3 00:35:24 Yeah. Thank you so much for having me, Steven. Nice talking to you.
Speaker 2 00:35:28 Okay. So we'll include any relevant links from this episode in the show notes, including, uh, a LinkedIn profile for GU UNG, for anybody who wants to connect with him. Um, and I wanna remind our listeners to subscribe to the us law essentials podcast on apple, Stitcher, Spotify, Himalaya, or wherever you get your podcasts. And you can also listen to all episodes on us law, essentials.com. Uh, and if you have any questions, comments, reactions, ideas, et cetera. We always love hearing from a, our listeners. You can contact us by email at Daniel, us law, essentials.com or through the us law essentials Facebook group or LinkedIn group. So thanks to everybody for listening to us, law essentials, law and language podcast, and stay essential.
