In this episode of the IC-DISC show, I speak with Susanne Cook, a senior partner at Denton's Cohen and Grigsby, exploring the world of international trade compliance.
Based in Pittsburgh, Susanne chairs the firm's International Business Team and provides insights into import regulations and export control classifications.
We dive deep into the complexities of U.S.-China trade relations, examining Section 301 tariffs and their impact on small-value imports. She shares practical strategies companies use to navigate these challenges, such as China's establishing factories in Mexico to counter tariff restrictions.
The conversation highlights the critical importance of accurate prior disclosures to regulatory agencies. Through a compelling case study, Susanne illustrates how businesses can effectively manage compliance, demonstrating that U.S. agencies can be forgiving when companies approach disclosure with transparency and comprehensiveness.
Beyond trade compliance, we touch on personal development. I share insights on work-life balance and the significance of building a capable team. Susanne's expertise provides a unique lens into how professional challenges can be navigated with strategic thinking and thorough preparation.
 
 
SHOW HIGHLIGHTS
- Susanne Cook, a senior partner at Denton's Cohen and Grigsby, shares her expertise on international trade compliance, focusing on the import side of the practice.
- The episode discusses the importance of accurate prior disclosures to regulatory agencies and the potential consequences of incomplete disclosures.
- We explore the challenges and strategies related to U.S.-China trade relations, specifically regarding Section 301 tariffs and the implications for small-value imports.
- Susanne provides a case study on determining export control classifications, highlighting the role of full disclosure and the forgiving nature of U.S. agencies when proper steps are taken.
- The conversation covers the growth of Denton's trade practice, emphasizing their specialization in assisting foreign companies entering the U.S. market.
- We examine China's strategy of building factories in Mexico to circumvent tariffs through USMCA and the role of trade experts in advising businesses.
- The discussion touches on the characteristics of an ideal client for trade advisory services, including large companies with sophisticated internal traffic groups and growing businesses.
- We highlight the importance of early compliance to avoid potential pitfalls and the necessity for companies to understand their import-export responsibilities.
- Susanne and I delve into personal growth and team building, discussing the significance of surrounding oneself with a capable team and achieving work-life balance.
- The episode offers practical advice on personal and professional development, emphasizing teamwork and strategic client selection.
 
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TRANSCRIPT
(AI transcript provided as supporting material and may contain errors)
Dave: Hello, this is David Spray and welcome to another episode of the IC Disc Show. My guest today is Susanne Cook, and Susanne is a senior partner and she chairs the Denton's Cohen and Grigsby International Business Team, so her practice is all international trade and one of the fun things we got into was on the import side, which I know little about. So, although our firm has an export focus, it was really interesting hearing about the import side, because many people assume that if we have exporting capabilities and expertise, that we have comparable capabilities on the inside, or the import in which we don't comparable capabilities on the inside, or the input, in which we don't. So this was a wide-ranging interview and Susanne is a really interesting person and she's from the Pittsburgh and in the Pittsburgh office of the firm and I hope you enjoyed this episode as much as I did. Good morning, Susanne. How are you today?
Susanne: I'm doing well in sunny Pittsburgh.
Dave: Oh, that is great. Now are you a native of Pittsburgh.
Susanne: No, Pittsburgh is my adopted city. You may detect an accent I am German.
Dave: I attended law school in the United.
Susanne: States. I attended law school in the United States and Pittsburgh is my adopted city and I am a fan.
Dave: Okay, that is great. Well, I know that you chair your firm's international business team.
Susanne: What does that tell me about what that entails? Tell me about the international business team at DIMMS. It really consists of two pieces and maybe going into it historically kind of explain the development of that team. Being German, I've always had an interest in international law and I liked Pittsburgh and decided to practice international law from Pittsburgh, heading out of law school, and in those days it was a little bit more unusual than it is today. We lived through COVID and can connect from wherever we are. 10, 20 years ago it was more unusual to practice international law in Pittsburgh, but that's what we decided to do so.
We tend the group tends to international clients coming to the United States to do business here and have developed what we call the soft landing program. And that grew the trade practice, the export-import trade practice that, frankly, within the last five years or so has quadrupled in size. We engaged additional attorneys in that field as trade.
Dave: Everybody reading the paper can see how we impose additional tariffs, how we impose additional expert control measures and so, responding to that need, that part of our practice has grown incredibly of our practice has grown incredibly Okay, and so it's mostly I guess they would call this inbound business mostly foreign companies trying to do business in the US, or is it split pretty evenly between that and US companies like on the export controls work and such?
Susanne: I'm glad you're asking. We do both, but the majority is really inbound. Yes, we do assist companies, do business overseas, but really what that entails is finding somebody in that country who is like the Susanne Cook overseas to do what we do here, and ultimately we just hand it off to a good resource. Now I think that's valuable for a client, but really where we are more engaged is on the inbound side. And then for on the trade side, it's also companies who do business internationally and need US export control advice.
Dave: Okay, that's helpful and so help us understand. I love case studies, examples. Could you give us an example? And if you need to anonymize the client's name, of course feel free to do so but maybe give us an example of like a couple engagements that might be representative and maybe kind of lay out sort of the fact pattern and again, you know, anonymize as appropriate.
Susanne: Right, of course.
Of course, a simple case study would be a client who is engaged in exporting and at one point wonders whether the software or a hard product is export controlled and reaches out to us and we look at the product and assist in classification as to whether this item is controlled or not.
If we determine it's not controlled, that's wonderful, the end of the story. The next step may be that it is controlled and at that point we look at okay, point, we look at okay. We look at past exports to see if any of those should have been pursued under a license, and that could be a license through commerce, it could be a license under ITAR, which is military, and ultimately, depending on the circumstances, that may lead to what we call a prior disclosure, where the client approaches through us, the regulatory agency in charge, and discloses the issues in the past. And I have to say that generally US agencies are pretty forgiving. Us agencies are pretty forgiving. If the prior disclosure is done well, the circumstances aren't too egregious. Generally, I have to say, our prior disclosures we've had great success in coming clean and the client then can walk away knowing that this is not in their past and could pop up any moment.
Dave: Well, I'm really just, as a us citizen, I'm really pleased to hear that, because it would seem like like that's the system that we would want, that now I'm. I'm presuming, though, the flip side of that if the client does not identify the issue and the government agency somehow identifies it then the consequences are maybe not as favorable to the client. Is that a fair assumption?
Susanne: That is, yes, that is the dynamic here and really also I always say there's one thing worse than not doing a prior disclosure and doing a bad prior disclosure At that point doing a prior disclosure means full disclosure, because if a partial disclosure is done and the agencies find out that this was really a very calculated prior disclosure, with keeping in the background some of the items that the client wasn't ready to share, that is actually viewed as an aggravating effect an aggregating, aggravating effect.
Dave: So it's all, it's almost so. In the sequence, the worst thing to do is a prior, an incomplete prior disclosure, and then the next verse would be no disclosure and the agency comes calling and, just you know, plead ignorance. So you actually get in. Typically, the client would get in less trouble for just being clueless, if you will, than for strategically disclosing only some stuff.
Susanne: Oh, absolutely, that goes to knowledge right. It is negligence, gross negligence, or this now goes to intentional misconduct. And with respect to intentional misconduct, even if the client decides not to do a prior disclosure for whatever reason and there are reasons what we consistently counsel the behavior cannot continue because once it has been determined that something should be corrected, if the client continues doing that now it becomes with knowledge intention. And so, yes, it has to change one way or the other.
Okay, yes, yeah way or the other. Okay, yes, yeah, so that is on the export side. We also in the trade, we do the importation side and it's rather similar and again, like the export side, we like to stay ahead of trouble. I always say we can do it this way or this way. And this way is prospectively working with a client, developing a program where violations are likely not to occur, or we can assist after a violation occurred, and we much prefer to be on the front end and I think really the client is served better.
Dave: Now, on the import side, where does the trouble lie?
Susanne: Is it failing to pay like an import tariff, or and there I can tell you, we used to have tariffs averaging of maybe 0.4 to 0.6 percent. There were a few, maybe two, three percent duties, and companies, and the regulatory agencies as well, did not pay a whole lot of attention to payment of duties. But now we have the Section 305, 20 percent duties that are imposed on pretty much all goods from China. We have other tariffs, similar to the Section 232, imposed on most of steel that we import. So now everybody pays attention, as you can imagine, and so the incentive of trying to find a legal way to not pay those is, you know, much greater than it was a couple of years ago. At the same time, yes, customs pays attention much more than they did five years ago, because we're talking real money now.
Dave: Yeah, yeah, it's much more material. So I'm really not familiar with the import tariffs. How do they logistically work? Does the importing company that's subject to the 25% tariff? Are they responsible for like remitting that to like volunteer? You know, I say voluntarily, but but is it their responsibility or is there somehow like a? Is that basically how it works?
Susanne: Yes, the system works through customs brokers. Okay, so it's rare that a company will perform their own entry, so they engage a customs broker and the customs broker is like the intermediary in this system. And, yes, all duties are being paid through that system. Okay, all duties are being paid through that system. A significant part of determining what duties are due is what we call the harmonized tariff schedule classification of the product. Believe it or not, it's kind of mind-boggling, but anything, any product in the world has an HTS classification.
Dave: Okay.
Susanne: So, and it can get tricky, particularly sometimes products evolve. They were not even there when the HTS was developed. But still somehow we interpret it for those products to be classified in this HTS system. Sometimes reasonable people can disagree on classification and there's a ruling system. One can go approach customs and request a ruling. But really it's like anything garbage in, garbage out. If there is an incorrect determination on the HTS classification, only bad things can follow.
Dave: Yeah, and I'm guessing the reason that you know that there may be a difference of opinion in the classification is because one product may have a higher import tariff than another, so thus the client seeks to make the case that it should fall under the lower tariff classification.
Susanne: Absolutely, absolutely. And even when we submit rulings it's a little bit like you know, even court filings, you kind of make your best case as to why we believe this product falls in the category that we would prefer it to be in. Of course we have to be accurate and correct, but, yes, we stress the factors that would make it more likely for a product to be classified in our desired classification.
Dave: Okay, and so, and again the process. So the customs broker is actually the one doing the classification of the product.
Susanne: They do. However, they work on very, very small margins.
Dave: Right.
Susanne: And so in difficult cases, yeah, they will make a suggestion, but ultimately it's always the importer's responsibility. It's kind of like a tax return you engage your CPA, but if something goes wrong, it's the taxpayer, and here it is the importer of record who would be on the hook. So in difficult cases or if there is a whole lot of money involved, we get involved as a law firm in classification as well, and it's you know. The sums of money could be staggering.
Dave: Yeah, yeah. And so the product comes in. The customs broker, either proactively or independently, will do a classification of the item, or maybe a preliminary classification, or, if it's not clear, they'll perhaps reach out to the client for guidance. Is that my right? So far, that's right. And then the product comes in. And then how soon does the company have to remit those tariffs? Is it a weekly process? A?
Susanne: monthly process, quarterly. It's a simultaneous process.
Dave: Simultaneous okay.
Susanne: Simultaneous process.
Dave: It's a simultaneous process, simultaneous. Okay, simultaneous process, obviously, but I'm guessing if they receive the product, if the product lands at 4 pm on a Tuesday, they don't have to remit the money at 4 or 1 pm on Tuesday. I assume there's some.
Susanne: There's some leeway and there is a customs bond in the background.
Dave: Okay.
Susanne: Backing up the payments so as I increase their imports or they may not even increase them. But there is now all of a sudden a dumping duty applied to the product or a 25% additional tariff because the items are shipped from China. The bond may have to be increased because it doesn't cover the standard amounts anymore.
Dave: I see, and the bond is that required by customs? Yes, and every company has to have one, or when they get to a certain size.
Susanne: Every company has to have one, or when they get to a certain size, it's through the broker. The broker always yes, it's part of the system.
Dave: Okay, yes.
Susanne: So every product that gets imported is somehow falls under the umbrella of a particular bond. Unless, it's a one-off like you and I just importing things. We're not under that bond system but in professional companies who import as a business. Yes, a bond would be involved.
Dave: So is there a threshold where those tariffs come into play? Like if I buy a hundred dollar item from China and I'm buying it with the intent of selling it in the US and I sell it for $150. I mean, is there a minimum threshold? Dollars $800.
Susanne: Okay, yes, and this is actually subject to scrutiny, political scrutiny by now, at this point. To scrutiny, political scrutiny by now, at this point, because these de minimis entries are subject to no duties and in this age where everybody is ordering stuff online, and sometimes these are big businesses who are shipping entries, hundreds of entries every day into the United States to the ultimate customer under the $800 exclusion limitation, and a lot of them are country of origin, china, which is under scrutiny.
China is a country that is under scrutiny. These de minimis shipments are currently scrutinized and I would frankly expect there to be additional regulations by the end of this year or beginning of next year, just cutting back on these exclusions, because you can see the Congress is suspicious that this is being abused by larger companies.
Dave: Yeah, and is the 800 per order, or is it a cumulative amount for a period of time?
Susanne: It's per entry per day, so if the US consumer are the recipient of I don't know what you ordered online, that would be, let's say, $600 worth.
Dave: So the strategy if I imported $20,000 of goods annually from China and I divide that by you know 250 business days, I think that's like about $100, like a day. If I'm doing my math right, 250, 2500. Yeah, so that's about $100 a day. So if I had that, my strategy then would be to ensure that the imports are staggered such that no one day $800 is imported. Right, and that's the strategy. I can imagine where that'd be a complicated thing to try to pull off, you know the coordination and the timing and it wouldn't be so much there.
Susanne: And it wouldn't be so much there. But if you're doing like $200,000 a year, or you divide that by $250, and you're approaching $800 a day, then I would imagine that it would be very difficult to try to manage the timing of all of that. And it's also an issue, frankly, on custom side, because those small orders typically are not scrutinized, and now, if we are scrutinizing them, that's also an increased bureaucracy. So there are considerations here on all sides. At the same time, there are in place, as we all know, increased regulations on imports from China. All these Section 301 tariffs are mostly from China, on goods from China, and one of the proposals is that these de minimis items still would be subject to the 25% Section 301 duties, which they currently are not.
Dave: I see. So you're saying that $800 threshold would no longer apply. So if you import, an item that costs $2, you still have to pay 50 cents.
Susanne: But then again the bureaucracy right. So there is a real it's not an easy issue, but yes, it's mostly targeted really at China.
Dave: Yeah, so one of the things I follow closely it's just a hobby of mine is the electric vehicle space, and I don't know if that's something you pay much attention to, but China produces like I think the latest stats I heard 70 or 80% of the electric vehicles produced in the world are produced in China, and they have tremendous excess capacity. I want to say they produce like 100% 15 to 20 million electric vehicles a year, but they have capacity for like 15 months. So of course they're looking to export them, and so one of the ways that they're looking to get around this is to take advantage of NAFTA or whatever the new NAFTA name is. What's the name?
Susanne: USMCA yes.
Dave: So what they're doing then is they're building factories in Mexico. Yes, so what they're doing then is they're building factories in Mexico and then importing that way, and what's interesting is that's like historically seemed to be appropriate because it's been a Mexican produced product. It just so happens to be owned by a Chinese company. But the, the talking or the, the suggested proposals, I think by both parties, certainly by the Trump administration is to disallow those products to be exempt from the import tariffs. I'm just curious have you heard anything about this? Not particularly, I have not followed the electric vehicles.
Susanne: But that doesn't surprise me at all because those issues are always raised and trying to fight circumvention, where the country of origin is being changed artificially or legitimately right, and that decision and determination is always in the eye of the beholder and there are significant incentives to try to deviate from the country of origin determination of China and at the same time, the United States is investigating these issues all the time.
And yes, there are exclusions I'm aware of, for country of origin or to no longer benefit from USMCA for certain specific items, for example. Another item is steel from Russia. We impose more restrictions on that, even if it's channeled through Mexico, and really I mentioned that our group, trade group, has increased. Well, as these issues increase, it really requires more attention and more expertise to advise clients on what is permitted and what is not permitted. And, of course, as a US importer, you always want to import items with the least amount of tariff.
Dave: Yeah, of course. Yeah, no, that makes sense, well, good. Well, that's really helpful, because the funny thing is, you know, our practice is all export driven, but the average person thinks export is a part of a compound word called import-export and they just assume that we're well-versed in all the import rules and I always have to keep telling people it's just, that's not what we're focused on. So my knowledge of import rules is now infinitely higher than it was an hour ago. So thank you for that, Susanne.
Susanne: You're welcome. You're welcome, and I can see how clients view that. To them, it's just things that cross the border.
Dave: Whichever way, yeah, it's all the same to them. So what would you say are the characteristics for you of like an ideal client? Because, like I'm guessing, somebody who imports you know $2,000 a year of stuff from outside the US and they have a business that does $50,000 a year in revenue, I'm guessing that's like you all. That's not a good fit for you. It's just like overkill, right, there's just not. So help me understand what just like. Maybe you just pick the perfect client. What would the characteristics be?
Susanne: There are really two buckets, I would say. The one is, of course, we like working with large importers and exporters who do this all the time, who have a traffic department who manages these functions and, as it gets to be, let's say, like you mentioned, the electric vehicle to a very specific case where they need outside assistance, that would be then our role and that is an ideal client. There is another bucket, and the other bucket is really the growing business. You know, if you are the company that imports $100,000 a year, okay, often, really, the company doesn't even realize they're importing and they often do not pay a whole lot of attention to that.
Dave: Sure.
Susanne: In the way our international world is going, they probably will increase the imports and their exports over the next couple of years and to me it's always best to counsel that company on how to develop a department that looks at these issues and remains compliance, not when they are now importing or exporting 100 million. You want to catch them before that. I don't know when that ideal spot is to where they don't get into trouble.
As I said, we always want to counsel companies before they get into trouble. Counsel companies before they get into trouble. The function is a little bit on how precarious the items is. If everything let's say half a million dollars all imports from China, I would take a look at that, the imports that will be scrutinized. Or if you export, and you export half a million of items that are export controlled, you need to pay attention. So there is a little bit of an overlay. How controlled is the item? But and if it's just, I always use the example of brooms where you import brooms or export brooms not regulated of course then the threshold would be higher.
You're really not under much of a scrutiny at all Not that there are none, but it's much less and really I would love to get all these companies at the sweet spot. Sure they grow appropriately and have a system in place, because it's always harder If you get somebody with 100 million of imports. They don't even have a good system. That's a difficult task.
Dave: Yeah, yeah. So just to recap, so kind of the two perfect types are one would be like a large company with a relatively sophisticated internal traffic group, that's, you know that you know is basically set up for success and you know, they kind of know what they're doing. And then they call on you for specific arcane cases or situations where they can pull you in, you know, kind of as the expert. Now do you actually do you do opinion letters? You all do opinion letters in your practice.
Susanne: We do, we do, and opinion letters is really on both sides export control and on customs. It's only the agencies who can give a binding ruling on how these items are classified. We will give opinions. What that will do? It will mitigate culpability. It doesn't mean we say we are 100% right all the time, because only the agencies can give these rules.
Dave: Of course.
Susanne: But it will go a long way to mitigating any exposure because the company obviously went out of their way.
Dave: Yeah, well, and they relied. I think the key term is the reliance. They relied on your opinion and so, like you said, that then gives them, you know, protection from you know the extreme impacts of regulatory rulings.
Susanne: Correct, correct and, yes, we will give opinions. Of course, a better way, if it's possible, is to get a binding ruling, because it's actually, in a way, often less work to get a binding ruling.
Dave: Oh, is it? Yeah, I can see why Because you only have to provide enough data to satisfy the regulatory agency, Whereas for an opinion letter you maybe have to be more comprehensive to encompass all these different factors Correct.
Correct. Yeah, that makes sense. So this is where, as we're nearing the end here, so I'm going to put you on the spot with this one. Okay, Are you ready? So I'm guessing that Denton's is not the only law firm in the world that's involved in international trade. Is that probably a fair assumption? So why, when your clients select you specifically, or the firm, if you've ever asked them, hey, you know how did you choose us. Why did you choose us? You know why do you keep using us? What's the response you get from your clients as far as why they they use the firm?
Susanne: I believe that they use us because we are extremely business oriented and a lot of the other trade outfits are much more theoretical and okay professorial and really I going back full circle to my introduction how we got into this. We got into this because we have had clients in that space that we wanted to assist.
Dave: Okay.
Susanne: So we're a little bit more of like an in-house legal department. How we look at this, we're very practical. What can the company do to implement these rules and regulations with undue burden? We don't just counsel. These are the rules. This is what you have to do. We always take it a step further and assist the client in finding the best way to be compliant.
Dave: Okay.
Susanne: And that's in our blood.
Dave: Okay.
Susanne: Any piece of advice we give, we always ask ourselves, when we look at it from the perspective of the client, the company Okay, how can they do that? How can they do that? Because one can give all kinds of theoretical advice, which is good advice, but it just doesn't work, and we always ask that question. So I think that's an advantage. The other advantage is just the location Pittsburgh.
Our cost structure tends to be more competitive than a you know, yes, our competitors often sit in new york, manhattan, in chicago, miami, the big trade centers now Trade Center. So now yes, so our cost structure is a Pittsburgh cost structure.
Dave: Yeah, and then I suppose for a client who's actually based in Pittsburgh, it's a you know kind of a bonus or that makes you uniquely attractive to have a local resource with the international capabilities that you all have.
Susanne: Correct, correct.
Dave: Okay, so I've got only two more questions. One's an easy one. One's gonna be the hardest that you're gonna have. So the easy one is is there anything I didn't ask you that you wish I had asked you? Anything we didn't cover?
Susanne: No, I would say that the one area we all believe that trade compliance will continue on this trajectory of increased attention and I think duties will continue to increase Export control requirements will increase as well. So I think this trajectory, will continue for anybody doing business internationally, and really this is one of the areas where it does not matter how our election will turn out, that's the trajectory Our world is more complicated and increased trade rules will continue to apply.
Dave: Well, I'm glad you brought that up, because for the listener who's thinking, well, yeah, this is kind of a problem now, but I'm sure it's just temporary. If the right person wins the election, then this is going to go away. So thank you for saying that, that they need to get that naive thought out of their mind, right, it's only going to increase.
Susanne: It's continuing.
Dave: Yes, yeah, and so it sounds like the real takeaway is the the company companies involved in international trade should just accept that and expect the increase in it and just basically be prepared for that.
Susanne: And for business it's always a cost-benefit analysis right.
Dave: Of course, of course.
Susanne: And the cost will not go away.
Dave: Exactly Yep, no, that makes sense. Cost will not go away. Exactly Yep, no, that makes sense. So the last question. So this is the tougher one, and it's okay if you need to take a bit to think about it. So if you could go back in time and give advice to your 25-year-old self, what advice might you give to yourself?
Susanne: When the 25-year-old myself was mostly interested always in international trade but I was interested in outbound transactions doing joint ventures in.
Brazil, in Russia, in travel and really being in private practice in Pittsburgh. That turned out to be a bad business plan Because if I did my job well, like I said, I would find the perfect match in those countries to tend to the client and I might continue having a supervisory role or occasionally advise the client. But if it was the perfect match, even that would start being less and less. So, yes, the more focusing on the inbound transaction is, the better business.
Dave: Okay, so you would have. The advice you'd give is focus more on that import transactions earlier, sooner than later.
Susanne: That's right. And on export transactions dealing with US companies. But don't expect on the outbound side to continue to do the work if they form a company, if they outside of the United States and it's logical, very logical, but the 25 year old me did not see that sure, and what about?
Dave: and what about, like on a maybe a more personal perspective advice you might give yourself of just you know kind of lessons you've learned more on the personal side? You know work, more work, less travel more. Travel, less eat, eat more desserts, eat less desserts. Any advice you you'd have for your 25-year-old self personally?
Susanne: The advice is you need a good team.
Dave: Okay.
Susanne: You just need a good team and pay attention to building that team, and it also you alluded to it balance of life kind of situations One person can't do it all. It's the team that performs.
Dave: Understood Well that is really great advice. Well, Susanne, this has really been fun for me, and I've learned so much about import items that I didn't know anything about, so I really appreciate your time and I hope you have a great afternoon.
Susanne: Well, thank you, David, you too.