Episode Transcript
Speaker 0 00:00:00 Welcome to the U S 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 All the honorable.
Speaker 2 00:00:23 Welcome to us law. Central's law and language podcast. I'm your host. Steven Horowitz today's episode continues our series of interviews with multi-lingual lawyers. Today's guest is Jonathan Gallop of the law firm of Wiggin and Dana LLP, where he is the chair of the fund formation and investment management practice group. And also a partner in the corporate department. John got his law degree from UCLA law school and graduated with a bachelor's degree in political science and Japanese from the university of Virginia earlier in his life. He taught English in Japan on the Japan exchange teaching program, also known as the jet program, and that's a program in which I participated as well, which is how I know John. Hi, John. Welcome. And thanks for being here today.
Speaker 3 00:01:19 I, Stephen, it's a real pleasure to join you and I'm happy to speak with you
Speaker 2 00:01:25 Now, John. I, I think, but I think, and tell me if I'm wrong. I think you are a father, a dad. Is that right?
Speaker 3 00:01:34 Yes,
Speaker 2 00:01:36 I'm good. Then I'm going to start off this interview with a, with a dad joke.
Speaker 3 00:01:40 I love.
Speaker 2 00:01:42 Okay. Ready? Why do fathers take an extra pair of socks when they go golfing?
Speaker 3 00:01:55 I don't know the answer.
Speaker 2 00:01:57 Well, we'll wait until the end of the interview and then, then I'll give the answer you okay. Can you, can you handle that?
Speaker 3 00:02:02 Okay. I I'm on pins and needles. Okay.
Speaker 2 00:02:06 Okay. So let's see the first question I want to ask you, John, is, have you ever lived in another country?
Speaker 3 00:02:16 Answer's yes. Uh, but the only other country I've ever lived in is Japan. Um, and I did that for one year on the jet program and then another four years, uh, in Japan, uh, working for an accounting firm and a law firm. So I've lived in one country, but two different times. Oh, wow.
Speaker 2 00:02:40 And when you lived in Japan on the jet program, what part of Japan where you living in?
Speaker 3 00:02:45 I was living in the <inaudible>, um, towards the north of that fracture. So, um, it would often take one to two hours, uh, by training to get into the city. Oh, to get to
Speaker 2 00:02:59 Tokyo.
Speaker 3 00:03:00 Yes.
Speaker 2 00:03:02 I always thought of site as kind of like the New Jersey or Connecticut of Japan.
Speaker 3 00:03:10 Me too. Uh, it really, I always, for people who are not from Japan, I would always describe it as the New Jersey of Japan and people would ask me why. And, you know, at the time I had never lived in New Jersey. And so I had, uh, probably I had probably unfounded, negative, uh, feelings about New Jersey. And so I just because of popular culture, I guess I thought New Jersey was just a land of, uh, you know, factories and, uh, yeah. You know, just didn't, didn't look very good. Um, which I know now is not the case in New Jersey is a, is a beautiful state in many ways. Um, but side Tom at the time was kind of an industrial, uh, perfection a lot. There were a lot of factories, um, not the most beautiful prefecture that I'd ever visited in Japan. Um, but, um, it was very much a, uh, popular, uh, suburb to Tokyo. A lot of people would commute into Tokyo from there. And so it's an incredibly convenient place to live if you have a job or go to the university in Tokyo.
Speaker 2 00:04:25 And did you like living in Tokyo as well?
Speaker 3 00:04:29 I really did. Um, at the time I was living there, I had just before, well, not the jet during the jet program, after the jet program, I had graduated from UCLA law school and took a job in Tokyo and I was, uh, in my twenties at the time and, uh, just loved working there. It was, um, such, such a dynamic city. Um, and it just, there's always something new to discover. Uh, and it's, uh, it's obviously a very international city, so you can meet not just Japanese people, but people from all over the world doing everything, you know, jobs and finance education, healthcare, you name it, they're, they're doing it. And, and there's just some very interesting people living there.
Speaker 2 00:05:22 Yeah. And then, and you went from, you were in college in Virginia, and then you went to Japan to this Northern part of cytometry. Then you went to Los Angeles for law school at UCLA and then back and then off to Tokyo. So it must've been some, some culture shock or some cultural whiplash perhaps.
Speaker 3 00:05:43 Yes, absolutely. Um, you know, the, the first, when I went to Japan for the jet program, that was when I really experienced culture shock. It's like, I'd never lived in a foreign country, number one. And, um, as you know, Stephen, Japan is, um, such a different kind of country from the United States, really speaking and linguistically. And, um, I had a lot to get used to in a short period of time. And so I was, uh, you know, for the first couple of months there, I struggled a little bit. Um, even though I had studied Japanese in college and I thought that that was enough of an educational foundation to make a seamless transition, but in reality, it wasn't, um, you know, it's one thing. And as your listeners probably know, it's one thing to have an academic background in something it's quite another to live it and breathe it on a daily basis. And, um, for me, that I think was the source of my culture shock. You know, what, what I had learned in the classroom was one thing, but applying it to real life was another.
Speaker 2 00:07:00 Okay. I always remember the first time I knew I was really getting the language was when I, I woke up and realized I had had a dream in Japanese or I spoke Japanese. And it was a really short dream where I was sitting in a living room watching TV. And I was watching with a famous Sumo wrestler named taco Hannah, who at the time was a very famous and popular Sumo wrestler. And he asked me if he could change the channel. And I said, sure. And that was it. It was barely anything said, but it was in Japanese. And that's. Did you ever have a dream? Do you remember like having a first dream in another language?
Speaker 3 00:07:44 I do. I do remember that I had a dream in Japanese, but it was so long ago. I couldn't tell you what the content was. I do remember though it must've been some kind of a nightmare because I do remember screaming in Japanese at some point during the dream, maybe out of frustration or anger. I don't know. Um, but when I woke up from that, I was like, oh, wow, I guess this is a sign of that. I've achieved some new level of fluency because I did speak or yell in Japanese in my dream. So, um, I took that as, as a really good sign. And at that point, you know, that was during my second stint in Japan where I'd been working for an accounting firm, I perhaps, and really, I was so immersed in the Japanese language and not just conversational Japanese, but difficult, legal and counting Japanese that, um, it was just, I mean, I had to, I had to improve on so many levels and doing it 24 7. That's really when those dreams started to come.
Speaker 2 00:08:57 Oh, wow. And I guess since you can't really remember, it, we'll have to skip the Freudian psychoanalysis of the dream.
Speaker 3 00:09:06 That's probably a good idea.
Speaker 2 00:09:08 Okay. So next question. Do you speak any other languages?
Speaker 3 00:09:13 Unfortunately not. Um, I would love to learn Spanish. Um, uh, I, I would love to learn, uh, Chinese because I think both languages have, um, you know, uh, are so useful these days, if you're, especially in the United States. I mean, Spanish is unofficially. I would say the second language of the United States. And, um, Chinese is just, I think, so important to learn the same way that Japanese was in the 1980s. Uh, uh, Chinese language is something that is important to know.
Speaker 2 00:09:54 Okay. And now I want to ask you about your work. How so you are, we might have to break this down first. Okay. You are the chair of the fund formation and investment management practice group. And you're a partner in the corporate department. So first what's, what's the corporate department. How would you describe the corporate let's? Let's pretend that, um, you, you have a daughter and a, I think she's not quite old enough to understand any of this yet, but someday she will be. So how would you explain what the corporate department is when she's old enough?
Speaker 3 00:10:32 The corporate department really is, uh, uh, at a law firm and not just my law firm, but most law firms is sort of a, an umbrella, um, or a catchall, uh, for many other practice groups that engage in transactions and that represent companies essentially. So what that means is, you know, you're representing clients in business transactions and structuring their deals and structuring the, the entities through which they conduct their deals. That is in a nutshell what a corporate department does in a law firm.
Speaker 2 00:11:15 Okay. And then the chair of the fund formation, whereas the chair of the fund formation and investment management practice group. So the chair means like the head, the chairperson, right? Correct. And the fund formation, that sounds sort of like fun formation, like you're forming fun things to do, but it's it's fund with a D so what is fund formation?
Speaker 3 00:11:42 So, uh, you know, I could probably teach a course on this, uh, and it's, it's somewhat complicated for people who don't know this area, but a fund with a D at the end can be described as a, an entity, like a partnership that invest other people's money in financial assets. So a fund is essentially a vehicle that allows them to put this in a little bit, in a little bit more of a complicated fashion. A fund is an entity or a vehicle that allows someone or a sponsor to pool the assets of third party investors for the purpose of investing it in a strategy, um, that is designed to make money for them. So that strategy can be many things. It could be a strategy that involves buying and selling equity securities like shares of IBM or shares of some other publicly traded company, or the investment strategy could be to buy and sell the shares of private companies.
Speaker 3 00:13:04 And those private companies could be doing anything. They could be developing a software product or developing a new medical therapy for cancer patients, or they could be, uh, you know, uh, developing, um, a new way to play games. So, you know, uh, there, there are all kinds of strategies that you can, or people who manage money can deploy. Um, and the, uh, fund is the way that they can collect the money from other people to, uh, to invest. Um, and so the, the other side of the coin is investment management. So when, when funds are operating or set up, they are, they exist within a regulatory framework. It's very complicated. Um, in the United States, there are subject to various securities laws and, um, all, not just securities laws, but court cases and regulatory agency, uh, interpretations, and you, in order to operate a fund properly, you have to abide by all these different kinds of law and regulatory agency rulings. And so that is what I do. I'm an expert in, well, I hate to call myself an expert in anything because I'm always learning, but I advise clients on how to navigate that complicated regulatory regime. So,
Speaker 2 00:14:48 So a client might be somebody who wants to invest, or a client might be somebody who's organizing an investment vehicle, or an investment fund could be from either side. Is that right?
Speaker 3 00:15:02 That's exactly right. So, John,
Speaker 2 00:15:03 How, how did you get into this field? I mean, based on your description, I have trouble picturing you as like a seven-year-old boy saying, this is what I want to do when I grow up. Right. It's hard to, it's hard to predict something like that. So how did you end up working with fund formation and investment management?
Speaker 3 00:15:25 That's a great question. Um, you know, you cannot just hang out your shingle and start practicing in this area of the law. Um, like with many specialties in law, you have to learn it from other experienced practitioners. And what happened with me is, um, I, when I transitioned back from Japan to the United States, I went on many interviews with many law firms to try to get my next job. And it just so happened through my networking contacts. Uh, I managed to land an interview with a, with a law firm called Caton mutual Rosenman in New York city. Um, a friend of mine introduced me to a partner there who was in this field, who was in the fund formation and regulatory compliance field. Um, and at the time this was around 2005. Um, the asset management industry was, was growing exponentially and new funds were being formed all the time.
Speaker 3 00:16:38 And that law firm really, uh, was looking for new associates to train and, uh, and service their ever-growing roster of clients. So, um, and I got the interview through that mutual friend. Um, I was asked, would you be interested in learning this area? I said, yes, because I knew it was a growing area of a law. And I, at the time had done some, you know, basic corporate work. And, but I was looking to specialize. And so the opportunity, I was just being opportunistic at that time. And somebody said, well, here's an opportunity to specialize in something that not that many people know about. And so, um, I was recruited into that law firm and learned from the ground up by spending many, many hours long nights and weekends, uh, billing my time to clients in this space and training and reading, and, uh, just not leaving the office for, for much time at all. And that's really what you needed to do. Have you ever
Speaker 2 00:17:49 Seen the TV show suits
Speaker 3 00:17:51 Have not. I actually shy away from Romans on TV.
Speaker 2 00:17:58 I finally watched it cause it's about a young lawyer at this very prestigious law firm. And I have a feeling that, that the portrayal of what he does is, is not so realistic and there's more light. And it's more, uh, uh, similar to your experience that you described at your law firm.
Speaker 3 00:18:16 Yeah, I, this is why I don't watch legal dramas on TV because this idealized fictional accounts of what real life is like in a law firm. If you want to know what real life is like in a law for, um, trust me, it's nowhere near as glamorous as what you see on television. It's many hours of hard work and, uh, dedication and commitment to your profession. Um, you have to meet very high standards at all times because clients are paying, um, at least if, if you're in any kind of a large or not even a large law firm, most law firms charge high rates for their work. And in exchange clients expect you to meet a very high standard with your work product. And because clients expect that the partners in the law firm expect that of their junior people. And when you're a junior person, um, you, you have internal clients and external clients and you have to make them all happy. So what do you, do you spend many long hours perfecting your craft, being responsive to emails, you know, doing the research and trying to improve your knowledge all the time?
Speaker 2 00:19:36 Uh, that reminds me of a story. Um, one time when I was talking to an uncle and I think I was thinking about law school, or maybe I had started, I was in my first year of law school and he was, he was a lawyer. Um, and I, he was telling, I was asking him about his practice and he was telling me about it. And I said, I thought, I'd get a little personal. I said, how much do you charge? Like, what's your rate? And he said, if you have to ask, you can't afford me. I thought that that sort of put it in perspective and was, uh, was a, an appropriate
Speaker 3 00:20:12 It is. I mean, look, uh, I, uh, I, I take it a little bit of a different approach. I think you, um, I I'm with, when clients ask me that question, I'm upfront about it and, um, you know, uh, but what are they paying for? They're paying for expertise are paying it for competence, they're paying for, um, a high level of service. Uh, and so, um, and they're also paying what is market for the profession. And so some people, if they can't afford it, they will look elsewhere. And if they can, uh, hopefully they'll, uh, they'll become my client.
Speaker 2 00:20:54 Do you now, do you still, do you still use Japanese in your work
Speaker 3 00:20:58 These days? I don't. Um, uh, and that's really because my clients are typically American clients who are investors. And so, you know, you, they don't, there is no need to use a foreign language like Japanese. And by the way, um, as a lawyer, I'm always concerned that if I tried to use Japanese in my practice, because say a client speaks the language, I'm afraid I've committed malpractice by trying to advise them in their language. I know that if I advise them on something in English that I'll get it right, or hopefully I'll get it right. And there's less risk of malpractice. Yeah.
Speaker 2 00:21:43 That's one of the, I think one of the unique things about studying law and about the UN and studying English or studying law in English is that, or in any language is that words have power. So having control of the language is, is such an important part and component and skill in terms of practicing law effectively, because you can, you can change the entire nature of, of something or lose a client, a lot of money by using a wrong word or a wrong puncture.
Speaker 3 00:22:16 Exactly. Right. And, um, I certainly would not consider myself bilingual by any stretch. And so if I were to try to communicate a legal concept in Japanese to a Japanese client, it's very likely or very possible that I would use a word that has the wrong connotation, uh, to the listener. So, um, because as you know, like with any language, Japanese is very nuanced and you can, there may be three or four words that mean the same thing in English, uh, convey a different connotation to the listener. And, um, that's fine if you make a mistake in casual conversation, but when a lot of money is on the line, um, and legal risk is at stake for the client will, last thing I would want to do is convey a wrong implied meaning to the client. So, um, Nate English is my native language. And so I, if I'm doing speak about something legal out, just keep it to English and be safe.
Speaker 2 00:23:28 Yeah. That sounds like a good strategy. Um, now recently on this podcast, we talked to, uh, Brian Hersey, another lawyer who speaks Japanese, um, and you guys know each other, right.
Speaker 3 00:23:40 Uh, Brian and I have known each other for a long time. Um, we're friends and, uh, you know, our paths cross in the industry. We work in a very similar industry. Um, he is on the, uh, bank side of things. He works in a custody bank. Um, I'm, uh, in, what's called private practice or a law firm side of things. But we, um, our paths cross because, uh, sometimes, um, we have similar clients
Speaker 2 00:24:10 Now, what, what does a, uh, what does an average day of work look like for you? Or is there an average day of work? Yeah,
Speaker 3 00:24:18 Uh, um, it's a lot of emails, phone calls and, uh, document production. So, um, my work, you know, we were speaking earlier about funds and fund formation that is really funds are a creature of contract. And what I mean by that is, um, they, they exist on paper. Um, these are legal constructs that are documented in a contract and the contract is typically a partnership agreement or an operating agreement for a limited liability company. Partnership agreements are for limited partnerships, operating agreements are for limited liability companies. And so on a very typical day, I'll be drafting or reviewing these sorts of agreements. Uh, the, and again, I said, you know, a lot of emails and phone calls, typically I'm advising clients verbally on any number of legal issues relating to their funds or whatever their matter is, what the contract might say and, um, forming their entities. Uh, and, uh, just, you know, it's, again, like I said earlier, it's not glamorous work, but it's, it's very meaningful for the client. And we're talking about potentially if things go well, you know, transactions amounting to millions of millions of dollars. So, uh, you know, that's, that's my typical day. And by the way, the days typically stretch into nights and weekends too. So, uh, you know, fortunately, or unfortunately it's just not a nine to five job.
Speaker 2 00:26:12 Hey, are you familiar as you're speaking about contracts, you reminded me. I just, just in the last couple of days, learned about a podcast called contract tear down. Have you ever heard of that?
Speaker 3 00:26:23 No. Tell me about it.
Speaker 2 00:26:25 It's connected and I'm not, we're not getting, um, sponsorship or anything or any, any payments from this company, but there's a company called law insider.com. And I think they, they aggregate, they have a whole database of, of contracts that they've gotten from SCC website from the sec filings, I mean, and, um, and they make that, that those contracts available and they do, they, you know, categorize and organize them in a way so that lawyers can subscribe to it. And I think use it to help them, you know, create contracts for their own work, but they start, they have a podcast in connection with it where they bring on a lawyer and they take a contract from the database, I guess, or maybe it was one that the lawyer actually worked on and they, they tear it apart. They, they go through, what's good about it, and what's not good about it. And I think this podcast is just kind of fascinating and I'm really interested. I think that
Speaker 3 00:27:23 Kind of podcasts that only people like you and me would enjoy may not, uh, really want to spend time breaking down contracts, you know, when they're running on the treadmill in the gym or something. Um, but that does sound quite interesting and it's something I could learn from.
Speaker 2 00:27:41 Yeah. So, I mean, I was just curious, I didn't know how widely it's known or listened to, but anyway,
Speaker 3 00:27:47 And even before we go on, there's another aspect to my typical day that I didn't address earlier, which is, um, marketing. So on top of,
Speaker 2 00:27:57 Ah, you're a lawyers, that's something lawyers need to be thinking about all the time.
Speaker 3 00:28:01 I always do. Especially as you advanced in your career, you also have to look for new clients. And so a lot of my time when I mentioned earlier phone calls and meetings, a lot of that is for the purpose of finding new clients and explaining to new clients, if I, if I'm speaking to one explaining to them what I do, um, and what they would be paying for my firm to do for them. So that is, um, we could have a whole other discussion in podcast about the business of law, but, um, that is an increasingly important part of my day,
Speaker 2 00:28:44 As you move forward in, in your legal career or really in any, at any career, your, your, either your revenue or your cost. So, you know, and as you get more senior, you kind of need to be revenue more if you want to have any sort of ongoing role, or I guess in terms of job security or something like that. Um, yeah, so that does sound like a really good conversation to have. Oh, we're going to have to bring you back on, uh, to talk that one through. Um, let me ask you one last question. Uh, do you have any advice that you like to give to other people or other lawyers or that somebody has given you, perhaps that that's been really valuable?
Speaker 3 00:29:25 Oh, um, yes. And some of this comes from, um, another blogger that I sometimes read, but, uh, if you want to be a lawyer, you have to be committed and dedicated to the practice, whatever it is that your specialty is. Um, and what does that mean? It means, um, dedicating yourself to constantly learning. Um, it means potentially long hours, uh, perfecting your craft, um, and, uh, means intellectual curiosity about whatever it is you're doing. And I actually think that's probably go maybe a universal kind of, uh, advice because whether you're a musician, whether you're, you know, you're an engineer or a lawyer, you have to have intellectual curiosity about whatever your specialty or your profession is. Um, if you're not, as I sometimes tell people, if you're not geeking out about the subject matter that you're, you know, you're discussing, um, you're not looking for those blogs that break down contracts, or if you don't love really discussing the intricacies of the, your specialty that maybe you're not in the right profession to begin with. And so, uh, you know, that is something I like to do. I, if I like to geek out about, you know, esoteric, legal concepts that relate to what my clients do, um, because it's genuinely interesting to me, it may not be to anybody else, but it's interesting to me. And, um, hopefully that's that kind of enthusiasm. Uh, I can bring it to the client as the word.
Speaker 2 00:31:22 Yeah. That makes a lot of sense, because if you get deep into the deep, into the woods into a particular topic or field, you know, it well, other people don't necessarily want to know about it. And that's part of what makes you valuable in, in any field or in any endeavor you pursue. Um, even, even if it's tearing down contracts. So, Okay. So, um, before we go, I have to give you the answer to, uh, the dad joke from earlier, which is okay. Why do fathers take an extra pair of socks when they go golfing?
Speaker 3 00:32:04 Yeah, just to know the
Speaker 2 00:32:05 Answer in case they get a hole in one.
Speaker 3 00:32:10 Oh, I shouldn't the answer.
Speaker 2 00:32:12 I feel like
Speaker 3 00:32:15 It's so obvious. It was staring me in the face,
Speaker 2 00:32:18 Your dad license, uh, for, uh, for missing that.
Speaker 3 00:32:23 Well, I'll tell you, I'll tell you how I'll keep my dad licensed. I'm going to tell him, I'm going to tell my wife that joke the shoe, and then I'll, it's a perfect dad joke. And if she groans, I get to keep my license.
Speaker 2 00:32:36 What really lets us keep our licenses is dads. That's a well, well known scientific fact. Anyway, John, thank you so much for joining us here today. I really appreciate your taking the time.
Speaker 3 00:32:50 Thank you. It was a pleasure speaking with you and I'd love to come back.
Speaker 2 00:32:54 Okay. And thanks everyone for listening to us. Law essentials, law and language podcast, and stay essential.
