Behind the seemingly bland language in corporate legal documents for translation are exciting stories. Most translators I’ve talked to nonetheless dread translating such documents, because they don’t see the documentation as saying anything meaningful of interesting. In my experience, nothing could be further from the truth; finding the document boring is an indication the linguist does not really understand the document, not that the document is not talking about anything interesting. Especially in the legal sphere, the documents often relate to suspected white-collar crime or rogue employees up to evil deeds. Translators often turn these documents into useless word salad thinking they have no real meaning, but each is a fragment of a real-world thriller. In this article, I’ll dive into these complaints among translators and explain how to explore the real-world society and activities that are behind the documents, in order to arrive at a full, deep understanding of their meaning.
A common complaint among translation students or newer translators is that the documents being translated is extremely boring. I think this has a lot to do with the attempt to follow a word-for-word dictionary lookup approach to translation, especially one that ignores the keywords in a document. Keyness Analysis is a big topic in linguistics that has attracted a huge amount of interest in linguistics and social science– https://en.wikipedia.org/wiki/Keyword_(linguistics) Social scientists in the Wiki point out that a key word is not merely a high frequency word, rather is a word that points to the “complex ways ideological worldviews interact with the language as an ongoing means of perceiving and understanding the world”. Thus, keyword identification and analysis are very important, and you can usually identify keywords in a translated document by intelligently reading through the document. The next step is to analyze the key language to understand the social science aspects of the terminology, and match it to related terms in the second language.
Language Analysis
The keywords we encounter in a typical document that may need to be translated, such as tax forms, financial statements, or binding contracts, at first glance seem very lifeless. But this is not actually the case, because behind each word in the document lies rich stories about the activities of people in that society, often a foreign society.
I recommend the Chinese/American movie “Everything Everywhere All at Once” because a lot of the movie involves a Chinese woman’s experience trying to fill in American tax forms, and Michelle Yeoh is threatened by the IRS with criminal charges over claiming a KTV machine as a business expense. There is a very good scene where the IRS Agent talks about the huge meaning and implications behind each line in the form, and when she perceives Yeoh (who has ADHD) as not taking the forms seriously–taking seriously her experience with the keywords–at that point criminal charges are threatened. That, I think, can reveal to us that behind each keyword on forms like this, there’s a vast world of lived human experience that defines what each little symbol means, just as much as emojis on social media are defined.
The real world we live in is not full of kung fu battles at the local tax administration, but there are nonetheless a variety of interesting stories behind the words that are used in documents. Consider for example the concept of a “beneficial owner”, which I imagine seems fairly boring if you look it up in the dictionary. But at the same time consider the case of the Panama Papers where the beneficial ownership behind numerous corporations was exposed in a leak from a Panama law firm. A variety of shell companies was being moved around throughout the world. For the regulators representing a general public which is interested in putting a stop to dirty money, the words “beneficial owner” invokes a lot of very deep stories about shadowy money moving throughout the world.
Consider another example, that being the choice between terms “corporation” and “limited liability company.” These two words also tell a very different story especially if you’re an investor. Someone familiar with either business entity form would know that they are taxed differently, but also the governance structure is a lot different. There have been stories where software developers got together and found an angel investor to fund their company, but it was a limited liability company. That caused problems for them down the road when they wanted to bring the company public, the entity had not been organized as a corporation, rather is a limited liability company, and wouldn’t be able to proceed directly to the public listing phase. This difference applies to both the United States and to China. Nonetheless, very few translators working between Chinese and English will make any distinction at all between an LLC and a Corporation, even though US tax law requires advisors to be familiar with the distinction and the difference could cause huge headaches down the line for equity finance decisions.
Behind the Words
For translators working with mundane documents as opposed to literary fiction, it’s crucial to observe that there are real people behind those documents. Someone trying to open a company will be a beneficial owner. In the China Initiative prosecutions, people who went out to hire a translator who provided inaccurate translations about an entity’s beneficial ownership status, were later prosecuted for a crime—all for hiring the wrong translator. In less severe cases, a bank working with a party could be concerned something seems wrong, and decide to “derisk” from the client—closing all of their business bank accounts and essentially freezing their entire business. That kind of incident for a company could ruin their entire career. Or consider the USA v. Chen case or the China Merchants Bank case in California, where problems related to translation resulted in millions of dollars being sent to the wrong bank account. For people in these situations, it really does help them a lot to have effective translation assistance available to enable them to go about their daily business unhindered. In Everything Everywhere All at Once, a simple laundromat owner complained that the federal government was racially profiling Chinese businesses, and was dragged into a highly confrontational meeting with an IRS Agent. The stress caused the protagonist’s head to literally spin into an alternate reality.
Consider cases where something mundane like entity names are considered. A common scenario is that a business executive will land a dream role with the USA subsidiary an up-and-coming Chinese company with stock options worth millions. The law firm gives the executive an agreement with a Chinese version and an English version that promise stock options in the company. However, the Chinese company’s lawyers had pulled a fast one—knowing that LLC (youxianzeren gongsi) and C-Corporations (gufenyouxian gongsi) are both translated as “Co., Ltd.” and that two different entities can permissibly translate to the same English name, they give an ownership interest in the worthless LLC and not the high-value Corporation. The listed corporation’s stock is freely transferrable, the LLC’s shares are not. After working for five years for the company, the executive cashes out, and gets a worthless LLC interest he can’t even share. The executive’s employer is Chinese Company USA LLC, and he’s getting an offer from an affiliate in a distant land where his right of recourse is against a third-party corporation. A lawyer over in China at a big law firm doesn’t warn him because that law firm, as is common, also represents that big corporation and has an undisclosed conflict of interest.
This is absolutely a true story and one I see from time to time. While the executive could pursue the Chinese company for securities fraud or for misrepresentation and the attorney for legal malpractice, it’s not a safe bet. The Chinese judge may simply say you should have read the contract and understood it, and the bar associations in China very rarely pursue conflict of interest complaints, as was well-publicized in a famous Dentons case and numerous other double-dealing cases. These clients are real people, not just formless names on a document, and while it seems like they don’t value translators’ services very much or that the work of a translator won’t affect them, that’s not at all true. The translations have a dramatic impact on what will happen to clients, and will form a key part of a real-life story, if you’re not diligent, it could be a thriller.
