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COTM - HOPKINSON: FISH and SHELLFISH (Anchovy, cod, crab, hake, etc.)
- oakjoan Apr 1, 2008 07:13 PM
I combined several chapters in these threads, but I think you should be able to find them as I left the chapter names mostly intact. You may have to search for individual chapters under the umbrella heading, but it's a small book and that shouldn't be difficult.
Plz advise of any errors.
Thanks, Oakjoan
Poached Salmon, Hollandaise Sauce and Pickled Cucumber, p. 183
I made the court bouillon ahead of time - I think I probably put in too many peppercorns (6) as I thought it smelled quite peppery, liked the addition of the cloves, and white wine vinegar as opposed to wine. He calls for 1.5 lbs of salmon, on the bone, which isn't something that I could find, so I just used a piece of salmon with the skin. He calls for poaching 20 - 30 minutes - I put the timer on for 20, since I had no bones - although the fish was still very tender and moist at 20 minutes, I'd probably start checking it earlier, as we tend to like it a little less done.
The hollandaise is the easiest hollandaise I've ever made. I was a bit sceptical of his instructions because of their brevity, and hauled out MTAFC to read Julia's much longer instructions, but decided to go ahead and use SH's. A complete breeze. I melted the butter ahead of time, skimmed off the "froth", then whisked the eggs on the lowest flame on my smallest burner and proceeded. The eggs were at room temperature, by the way, which I think is probably good. For those who don't want to go with the Hollandaise calories, you could make a nice yogurt sauce of some kind instead.
Pickled Cucumber was a nice side for the salmon, and those being careful about sugar could just omit it, I think.
I had some small potatoes that I boiled, and served Grilled Asparagus with Parmesan as well, though we ate it as a salad course after the salmon (it would make a nice starter).
re: MMRuth
Looks and sounds delicious! I can't wait to try some of them on my own. Thanks, also, for the tips on how one might go about lightening it! It helps to have feedback know which ones can and which ones simple cannot be altered without changing the essential character of the dish.
re: MMRuth
I'm now wondering about the "salmon on the bone". I'm reading the Hake chapter, and he writes "I like to cook cutlets "therefore on the bone" - and I'm wondering if he's referring to what I think of as "fish steaks". Not sure how else one could get a 1.5 lb piece of "salmon on the bone". Any thoughts?
By the way, in addition the recipes in the Hake chapter - he also talks in the intro of his favorite way to make it, "au poivre", with enough instructions to make it if one wanted to, I think.
re: MMRuth
I assumed he meant a 1.5 piece of salmon cut from a large fish. But apparently you can also get salmon fillet on the bone - see links below.
re: greedygirl
Thanks for the link!
Are you referring to the one described as "Fillet"? That's what I used (though, for once, the fish monger had actually removed that line of bones, so I didn't have to pry them out with the pliers!) I can't imagine that that long row of little bones would add much difference to the flavor when cooking - what do you think! I can see how the bones in the steaks would add more flavor.
I love making those little "mignons" for dinner parties though I do skin them. So elegant looking.
re: MMRuth
It says on the first link that you can get fillet with the large bone still attached, although I have to say I've never seen it myself. At the bottom of the second link there's a reference to "chunks" cut from the middle of the salmon. I think that's what I would use.
re: greedygirl
Thanks - I'll go back and look more carefully!
" fillet of salmon may contain a single set of large bones, depending on the type of cut." - you don't think those are the ones that you pull out w/ pliers?
Hadn't seen the 2nd link before - I guess that chunk at the end would work - once poached, just peel of the skin, remove the two filets from the bone, and then cut into smaller filets. I'm going to try that next time!
re: MMRuth
Don't those tend to be what we call "pin" bones - very small ones?
I'm going to quiz my fishmonger about this at the weekend!
re: greedygirl
Yes, exactly - I couldn't remember the name for them.
re: greedygirl
Ah, yes, that makes sense to me that "fillet on the bone" can mean that kind of folded-over cross-section. Basically, both fillets are still there...
re: The Dairy Queen
I think so too - thanks greedygirl!
re: MMRuth
I think he must be referring to fish steaks. I've mainly seen those in halibut and salmon.
I don't know if I've ever seen hake at my local fishmongers. Might it be an East Coast, North Atlantic type of fish? Or could it be know under another name? I guess I'll have to call our local laid-back, yet tres chic, Monterey Fish and ask them.
re: oakjoan
It might be an Atlantic Ocean fish. I've bought it here in New York (Lobster Palace in Chelsea Market).
re: oakjoan
I agree that he's probably talking about the "steak" cut - what threw me off was having one piece of it - I usually see individual steaks, though I see large pieces of filet. I'm sure I could ask for one large piece of the "steak" cut though.
re: MMRuth
We tried the poached salmon last night--sans the hollandaise sauce, and with a lemon wedge and dollop of yogurt instead. We loved the pickled cucumber dish--I used just a bit of Splenda and it worked out fine. I couldn't find salmon on the bone either, so I just used a fillet (without the skin) and it turned out lovely.
Hopkinson says in the book that some might think this recipe is "uninspired" (he calls the other poached salmon recipe, "old hat")--it is not a "wow" dish (though, it certainly might be with the hollandaise sauce--remember, I only did the poached fish and cucumber part of the menu, so, I can only make a partial judgment); nor is it especially quick, but most of the time spent is passive time (literally--as the heat isn't even turned on under the salmon). I suspect this is a very forgiving and foolproof recipe and would be the perfect dish to prepare if you wanted a simple dish that gave you time to putter around the kitchen and work on your vegetables and dessert etc.
re: MMRuth
I made this yesterday for a lunch party and thought it was really good. I used a chunk of centre-cut salmon on the bone, and it was quite a bit bigger than suggested (more like 2.5 pounds), so it was really quite underdone in the middle, which was fine but next time I'd leave it to poach a bit longer.
I'd never made hollandaise before, but bolstered by MMR's report, I wasn't particularly worried and it turned out fine (the dish was practically licked clean). I really liked the pickled cucumber salad, although I left out the dill as I'm not that keen on it. I served the whole thing with boiled potatoes and asparagus.
Not a scrap left, which is a shame as I was hoping to have poached salmon and potato salad for my lunch today!
This also worked really well for company, as most of the preparation could be done in advance.
re: greedygirl
Yes! I thought it would be a great "for company dish"--I'm glad it worked out that way. Sorry about the leftovers--or, lack thereof. ;-)
re: The Dairy Queen
I hardly ever have leftovers, however much I cook. My friends sure can eat!
Old Report - Salmon in Pastry with Currants and Ginger
Last night I made Salmon in Pastry with Currants and Ginger. It calls for preserved ginger, which I couldn't find, so I used ginger in syrup and rinsed them well. You use (bought in my case) puff pastry dough - 3 oz pieces rolled out "thinly" to 5" squares, but in my case 3oz pretty much equalled 5" squares, and looked a bit small for my salmon pieces, so I rolled out to 6" squares. Soaked currants and slivered ginger are added, along with salt, pepper and a pinch of mace to softened butter, patted on top of the salmon and chilled. Once both the squares and the salmon have chilled (30 minutes), you brush the squares with egg yolk/water, put the salmon butter side down, wrap up in packages and chill again, seamside down, for another 30 minutes. Then bake at 400 degrees on a buttered baking sheet for 20 - 30 minutes - I did 30. He says the dish can be served with a sauce Messine or a hollandaise "lightened" with whipped cream, or just served as is with a wedge of lemon. I decided to forgo the sauce and forgot the lemon, but still absolutely wonderful. The salmon was moist and flavorful - a 6oz portion, with the added dough, was very filling. Served Goin's roasted beets and horseradish sauce on arugula as a salad that we ate as a separate course.
More discussion here, including JoanN's report:
Note: From comments from various UK posters, it appears that the globe ginger in sugar syrup was the right ginger to use.
re: MMRuth
I made this again last night, but this time I cut too deeply when scoring some of them and alot of the juices ran out. Also, it took almost 35 minutes for them to get properly browned, but I think that was my fault, as I put them to close together, such that I had to "cut through" the sides to seperate them. As a result, the pastry was a little mushy on the sides. However, it still tasted wonderful and my guests enjoyed it. I served with a quick saute of morels chanterelles, and blanched favas, peas and asparagus tips.
From Week In, Week Out (Old Report)
Chili Crab Salad with Grapefruit and Avocado
This is apparently a salad that he replicated from the Oriental Hotel, which was served with pomelos, not grapefruit. The dressing is definitely a spicy Thai dressing:
Leaves of small bunch of cilantro
Leaves from 6 mint sprigs
2 cloves of garlic, chopped
4-5 small seeded and chopped green chilies (used two serranos and that was plenty hot)
1 T caster sugar
Juice of 4 large limes
8 T fish sauce
8 T tepid water
Mix together in food processor (or liquidiser, which is preferred, but I didn't check to see if that was a blender or something else!). Then you arrange "Little Gem" or similar lettuce (I used tender parts of Bibb lettuce), grapefruit segments, avocado (mine had lots of black spots, so the slices aren't too pretty), and white crabmeat (I used some inexpensive claw meat).
The next night, with the leftover lettuce, crabmeat, cilantro, mint and some of the dog's carrots, I made summer rolls, and when I went to make the dipping sauce, realized that the dressing from the night before would be perfect with them.
Poached Cod with Lentils and Salsa Verde (p. 49)
I liked this a lot; my husband however, was not at all pleased with the consistency of the poached cod (which was especially sad because this was supposed to be a special welcome home after a few days away dinner ... oh well). I personally thought the fish was gorgeously silky. Both of us did like the salsa verde a lot, although it is fairly similar to other SVs I've made before. I found the instructions for the SV a little silly - 10 basil leaves (I had some the size of my thumbnail and some the size of my thumb), 15 mint leaves ...
For the lentils, I couldnt' find the du Puy (not even at the local Whole Foods), so just went with organic. And when I went to make them I realized I didnt' have the cloves I thought I had. Oh well, the lentils were still very nice and a good, earthy accompaniment (sp?) to the fish and salsa verde. I served some roasted asparagus along with it all.
Dessert was rhubarb fool from Forever Summer (the rhubarb looked too good to pass up, and I've been dreaming about this stuff since making it last summer). Funnily enough, as I read the headnote of the recipe I saw that Nigella Lawson says "This recipe is not Simon Hopkinson's but is wholly, chest-swellingly inspired by it." Kismet!
re: LulusMom
Lucky you with the rhubarb - I've not seen any yet and want to make the "Fruit Fool" on p. 60. Saw some beautiful cod at the farmer's market last week - next week, I guess.
re: MMRuth
The rhubarb down here has been beautiful. The fruit fool recipe in his book is very similar to the NL recipe, except he uses orange rind and she uses vanilla. The rhubarb fool is killer. Look forward to hearing about the fruit one.
re: MMRuth
The shops are awash with rhubarb where I am - which is not far from the UK's "rhubarb triangle (http://news.bbc.co.uk/1/hi/programmes...)
We've done "fool". We've done simply stewed and eaten with yoghurt (better than fool, IMO). What I think might work is to make it into a sauce for duck or fatty pork. Any thoughts?
re: Harters
I've made a rhubarb chutney, if that sounds interesting ....
(BTW - hope you will chime in on my pheasant cooking .... advice needed, I think!)
re: MMRuth
Thanks, Ruth. "Done" chutney a couple of years ago when there was some very cheap around at the "pick your own" farm a few miles away.
Off to your other thread to see if I can help
The PheasantMeister
re: Harters
I had a rhubarb and vanilla jam once in France that I've search all over for since but cannot find. It was absolutely incredible - the sweetness of the vanilla played so nicely off the tartness of the rhubarb. If anyone out there knows somewhere I can find some, please please please tell me.
re: LulusMom
Rhubarb jam is very easy to make - normally paired with ginger round these parts, but I'm sure you could tinker with a recipe. Maybe use vanilla sugar?
re: Harters
Harters: I had a terrific breakfast in Melbourne, AUS about 6 years ago which consisted of stewed rhubarb served over muesli and topped with yoghurt. I' loved it so much I've recreated it here in California many times.
Is this something the Brits do as well?
re: oakjoan
Not a classic Brit breakfast - but certainly if there's leftover rhubarb and yoghurt, I'll have it.
Muesli is my usual breakfast - normally with milk but I treat myself to yoghurt every couple of weeks or so. Basically if there's any soft fruit in the fridge, it'll go on breakfast - rhurbarb, berries, apricots, etc.
re: MMRuth
MMRuth, I saw rhubarb in the Amish market the other day.
re: NYCkaren
Excellent - thank you!
re: LulusMom
Re: Lulu's Mom's post about lentils ala Hopkinson
Interesting. One of my favorite Jamie Oliver recipes is salmon wrapped in prosciutto and roasted in a frying pan served with lentils mixed with spinach, herbs and yoghurt. Man, is that good! Learning from the Master.
Also, it took me a long time to like cod because of that "slimy" texture. Now, I absoloutely adore it - even Black Cod (Butterfish) and can't understand how I ever spurned it.
re: LulusMom
Do you peel the rhubarb in this dish? I'm going to make SH's for tomorrow - bought some rhubarb today.
re: MMRuth
No, you needn't peel the rhubarb (at least in the Nigella recipe) because after cooking it you strain it. Makes things a lot simpler. Good luck with it!
Anchovy and Onion Tarts (p. 8)
This was my first time making my own pastry (embarrassing admission, but true). I figured this was the perfect chance to just go ahead and do it. And guess what?? It worked! Not much help from SH, I have to say, but somehow it turned out ok (at one point he says "don't blend the two together in the normal way of pastry-making" which meant absolutely nothing to me). I started making it a day in advance, as he suggests. What I ended up with that day was a very wet blob ... his instructions to fold and lift could only be laughed at ... my stuff was neither foldable nor liftable at this point. But I persisted (although I *almost* threw it out). I went back to it a little later in the afternoon and rolled it out again, flour everywhere; did the same again yesterday afternoon and somehow it worked. My husband couldn't believe I'd never made pastry before when he tasted the tart.
Onto the tart - I thought the 4 large onions made way too much onion mix for the 4 tarts (I froze some to use in a quiche or something later). The onion, anchovy and black olive flavor was wonderful; if you like salty things you'll love this.
re: LulusMom
I've never made this kind of pastry either - did it come out like puff pastry? Sounds delicious. I've been erring on the side of using smaller "bunches"/onions/etc in his recipes. I get some onions that are just huge - I think the mussel soup recipe called for 2, and I used one huge one and it was plenty.
re: LulusMom
Wow - you've never made pastry before and you started with puff pastry! I'm seriously impressed. Well done, it sounds delicious.
Re: the onions. I think an American large onion is probably a lot bigger than an English one. Supersize me, and all that!
re: greedygirl
He makes it sound so easy!
re: greedygirl
Thanks Ladies! I have to admit that I gave myself a small pat on the back last night. It wasn't so much puff pastry as kind of like pie pastry, if you get what I mean about the difference. Sort of maybe a point in between? He *does* make it sound easy (although he has a funny line in there ... something like "now is the point when you wished you'd used frozen pastry"), and somehow it did work out, but not without a lot of anxiety on my part.
Now I know about the onions. I mean, this was a HUGE amount of onion, and really double (at least) what I needed. But hey, it will save me some work some other time, so I wasn't upset about it. But I will take that into account in future recipes.
re: LulusMom
Lulu's Mom: Thank you for taking one for the team with this pastry! All I can think of is that when I make it I'll be able to say "No, don't give up. LM says it'll work out!'
re: oakjoan
Oakjoan, I was actually channelling you, having read one of your posts about having learned fairly recently about pastry. You did me good! Like I said, it isn't the prettiest pastry in the world (at least mine wasn't) but it was good. I'm trying to figure out whether I want to dare the gods by trying again with the cepe tart ...
Brandade de Morue, page 52
I made this nearly a week ago and I'm glad I didn't get around to posting about it until now. I've liked it better and better each time I've tried it. I should note that not only have I never made brandade before, I've never even tasted it. How it's passed me by all these years I'll never know, but so be it. Anyway, I have nothing to compare it to so can't tell you if this is an unusually good one or not. I did read a number of other recipes though and Hopkinson's has less potato and quite a bit more milk and oil, which I find interesting.
I used a good EVOO, but not a great one. My fault; he does say the oil should be of the finest quality. I should have read the intro again, not just the recipe itself. As MMRuth reported with the Olive Oil Mashed Potatoes, the oil is a critical element in the taste of the dish. And although I used the 3 cloves of garlic called for, some other recipes call for even more and I think I'd prefer that.
I was very disappointed when I first tasted this and I've been trying to figure out why. I've decided it was strictly cultural. I grew up loving whitefish salad and because this kind of looked like it, I was disappointed it didn't taste like it. But after nearly a week of nibbling with cocktails before dinner, I'm a convert.
The recipe made a huge amount and I'm hoping it freezes decently. I'll definitely make brandade again, but I think I'll try the version in James Peterson's "Glorious French Food" next time if for no other reason than that it will give me something against which to judge this one.
re: MMRuth
Re: JoanN's Brandade and MMR's response.
The photo looks almost exactly like the one my sister made at Xmas. That was also deelish, but made for the wrong crowd. I can only figure that she really wanted to make it for herself and probably me, because the other guests were not exactly culinary Einsteins. It was actually hilarious watching these folks dip a piece of bread into the brandade, put it into their mouths and make a face, then attempt to cover it up.
re: JoanN
Coming back to report that the Brandade froze better than decently. I had put it in a large ramekin and covered it with plastic wrap and foil. A friend was stopping by after a matinee yesterday, so I thawed it overnight in the fridge and brought it to room temp about an hour or two before. It was a bit liquidy in the very bottom of the ramekin, but neither texture nor flavor was affected adversely. It was only in the freezer for a week, but this was very good to know nonethless since the recipe did make such a large amount.
Grilled Salmon with Sauce Verte and Fennel Salad (I think that's right - don't have the book in front of me).
This is a pretty quick dish to put together. I made half of the aioli recipe, though I had to get my husband's help (he's the resident mayonnaise expert), as mine broke. I think I started to add the lemon juice too early, and next time, I'd just add it at the end. We had to do several "reconstitutings" - first with a little bought mayonnaise, then started over again with another yolk, adding the mixture to it. Next time, I might add another anchovy filet to this. The fennel salad was quick and easy, and and a nice contrast to the rich salmon and sauce.
I really liked his method of grilling the salmon - I used my LC grill pan. I didn't have Maldon salt, but used finer sea salt, and I wished I'd used a little less, since the Maldon is a lot flakier. But, the skin was beautifully crispy. I think I cooked for 5 minutes on the skin side, to ensure the crisp, then 3-4 on the flesh side, and a couple of minutes in the oven as he says. Next time I'd cook for slightly less time, as we prefer our salmon just a little less done than this, though it was still incredibly moist. I would have preferred to have center cut filet, but my husband was kind enough to go to the market, so no complaints!
re: MMRuth
re: MMRuth
Beautiful! I love the combination of fennel and salmon. Is this from the Second Helpings book?
re: LulusMom
No - it's in Roast Chicken - I just didn't have the book with me to put in the page number. Wish I had some leftovers of the salmon .... btw - I just made half the fennel recipe, and two salmon fillets, but really screwed up my math on the fillet size - I did two 8 oz instead of 6 oz - not that it matters, and did use too much salt on them.
re: MMRuth
How in the heck did I overlook that one?? Got a new one for my try list.
re: LulusMom
And, I'd add the lemon juice gradually, even at the end - I don't think I used all the lemon juice called for, much as I like lemon. But again, it was a v. large one!
Deep-fried cod, Page 50.
I am using COTM as a prod to make things I would never usually prepare. I don't fry because it's messy and fattening. I made this dish, and guess what? It was messy and fattening. But good, especially considering that I never fry.
I find Hopkinson's recipes charming but sometimes inscrutable. One of the batter ingredients he lists is "a bottle of beer, half a pint." So far as I know, a bottle of beer is 12 oz. and half a pint is 8. I added two thirds of a bottle and the mixture was very thick so I added the rest. It was still thick. He says to "sieve" the batter after all the ingredients have been mixed. What? I actually tried and it was so thick it sat there in the sieve. And would still be sitting there 24 hours later if I'd left it. So I dumped it back in the bowl. Anyway, I liked the way the batter puffed up in the oil. And it did stay on the fish. It would have been crispier if I knew more about frying. But everyone liked it. Hopkinson says to serve the fish with tartar sauce, fries, lemon etc. or "what you will." I didn't feel like frying potatoes too so I made hasselback potatoes and a chopped salad. And I put ketchup and lemon wedges out.
re: NYCkaren
"Inscrutable" - great word for it!
I wonder if that's one of the ingredients that didn't get checked for "translation" to the U.S. Not a big beer drinker, but I gather that in the U.K., one orders "a pint" or "half a pint". Also, a "pint" in the UK is a different number of ounces than a "pint" in the U.S.
What kind of beer did you use?
I used to not fry at all, but over the last year or so have started to fry some, and I find practice does help, in terms of getting the oil temp correct. But, not good for us for me to practice too much!
re: MMRuth
I used lager.
re: NYCkaren
The beer thing may have been lost in the translation between British and American pints. We've don't use ounces in this way, so I struggle to make the conversion, but in the original book he says "300ml/half a pint".
American or European style "lager" that we import is usually in 330ml bottles. UK brewed beer normally 500ml.
re: Harters
I just did the conversion online - 300 ml = 10.14 US oz.
What kind of beer would you have used for this recipe, btw?
re: MMRuth
I'd use a lager, not a traditional British "ale" which i think would have too much (or just wrong) flavour.
I have no idea what "butter, incited" might mean - can you point me towards the reference. Sounds fun.
In terms of translation, I think I've noticed in recent TV series for both Lawson and Oliver, that there are more "cutaways" where there's a voiceover giving the quantity - presumably making it easier to redub for the American market. Then again, maybe I am just spending too much time with you transatlantic cooks and am imagining it :-)
re: Harters
On page 14 of the US version of Roast Chicken, in the recipe for the hollandaise sauce that accompanies the Delices d'Argenteuil, the ingredients list calls for "1 cup butter, incited." In the instructions he says, "Add the melted butter in a thin stream . . . ." So incited butter is pretty clearly melted butter, but would it be clarified butter?
re: Harters
If it's a typo it strikes me as a very odd one. How does one get from "melted" to "incited"? Also, Googling "incited butter" brings up too many references for all occurrences to be typos. Here, for instance, are two of them.
http://www.gourmet.com/magazine/1950s... See the second paragraph.
In the first reference it's pretty clear that "incited butter" is "clarified butter." Not so clear in the second instance, but entirely possible. Most of the Google hits seem to be from fairly early sources. I wonder if it's just an old-fashioned term?
re: JoanN
It may be an odd one but it seems to be the answer in this case.
The original UK edition says "melted". "Incited" is not a word known here in cooking. If he had thought it necessary to use clarified butter, that is what he would have said in the UK edition as it's the term we would use.
If you've found Americann references to "incited butter" then it seems as though the recipe may have been reworked for your market for some reason.
re: JoanN
I've now compared the Hollandaise recipes on p. 14 and p. 183 - in the latter, the recipe calls for "unsalted butter", then tells you in the instructions to melt the butter, let it rest, and skim off the froth that collects on top. On p. 14, it says "butter, incited", and then just tells you to add the melted butter, in the instructions. So I do think it sounds like some cookbook editor came up with using "incited" as a short hand for melting and skimming off of the froth. Thanks to all for your insights and observations!
re: NYCkaren
Even assuming that the "pint" called for is an imperial pint, half of that would be about 9-1/2 ounces, so if you ended up using 12 ounces that certainly should have been sufficient. I wonder if the missing part of the equation might be in the flour. Did you add potato flour to the AP as called for? If not, I wonder if that would have made a difference. Or perhaps it's just a difference between UK and US flour.
I agree with MMRuth that some of the ingredients in this book didn't get "translated" for a US audience. And the recipes quite obviouslty weren't retested for US publication. This is obviously not a book for beginning cooks but for those who can adjust on the fly as necessary. So far though, I've been pleased with the results.
re: JoanN
Yes I used potato flour. I followed the recipe as closely as I could. And I assume that the batter ended up more or less the way it was supposed to. Of course, I could be wrong. I have no experience with covering things with batter and frying them. Do you suppose the batter was supposed to be thin? Maybe. It was certainly way to thick to "sieve." I'm scratching my head over that one.
re: NYCkaren
Batter is normally meant to be the consistency of double (heavy?) cream. Mind you, I've never made deep-fried fish either, and I've certainly never sieved batter. I don't recall my Mum ever doing that either when she made fish and chips.
re: greedygirl
I've also never deep-fried fish (it's what fish & chips shops are for). But isnt the thick batter thing like a tempura batter? Perhaps that's what he's intending ? Although why you would then sieve it beats me.
re: Harters
Is it possible that he means that the dry ingredients should be sieved together, and then the liquid ones added? It's not what it says, but .....
re: MMRuth
I thought of that. The dry ingredients are just all-purpose flour, potato flour, salt and pepper. I don't know why you'd need to sieve those. Maybe that is what he meant though.
re: NYCkaren
I agree - seems odd.
re: MMRuth
Possible. But it's not what it says.......
re: Harters
Good to know it says the same thing in the UK edition. I'll just have to try making this myself as well and see how it goes!
re: NYCkaren
I noticed something similar in another recipe. He calls for "2 glasses of wine - or 16 ounces" something along those lines, and I thought "boy, is he going to be disappointed when he gets to the US and orders a glass of wine!"
re: LulusMom
You know, it occurs to me we had similar problems with Nigella Lawson's "Forever Summer." The use of "groundnut oil" for "peanut oil" comes immediately to mind. And it's interesting that Lawson, at the time that book was published, was not well-known in the States and neither was Hopkinson when his book first arrived on these shores. Both books were published by Hyperion. My years in book publishing tell me that until a British author has proven that s/he can sell a significant quantity of books on this side of the pond (Jamie Oliver, for instance), Hyperion is simply unwilling to invest what it costs (and it *is* expensive) to have a title thoroughly vetted for the US market.
re: JoanN
Sigh, all this talk about salmon reminds me that our West Coast salmon season has been totally canceled (from California up into Oregon with a much smaller season allowed in Northern Oregon) due to the lack of fish and spawning. The number of salmon going upstream to spawn is so drastically low that we aren't going to get ANY wild salmon from California waters. It'll all be farmed and, to me, that's BAAAD news.
So we have the $500 per lb. Atlantic or Scottish Salmon to look forward to. I know, I know, I'm exaggerating.
Basque Chiorro (p. 105)
I chanced getting "bad wife of the week" award with this one, because it is the other recipe in the book with poached cod (or hake). I simply poached the heck out of the cod this time around, and bingo - it worked. We all loved this. I used a fairly plonky red wine and at first thought that had ruined it, but the longer it sat and stewed down, the deeper the flavor got. It actually got so deep that it actually tasted almost as if it had chocolate in it, like a mole. I used 2 regular size onions, given previous onion sizing discussions and it was perfect. Really easy, and very good. Served it with a simple salad with his vinaigrette (eh ..).
re: LulusMom
It was a toss up last night - Basque Chiorro or Poached Cod with Lentils and Salsa Verde....PCwLaSV won... page 49
I followed his recipe even though when I make lentils, I dice the onion and add carrots and more seasoning. While the lentils were cooking I made the salsa, then poached the cod. Everything came together rather well and tasted fine. Nothing to swoon over, but an altogether satisfying meal. Because I had a cabbage to use up I made Chacalaka following Hungry Pangolin's recipe in another thread. That was absolutely heavenly!! I must tell him... Can't wait to have a bit of the leftover for lunch today.
As we work through this book it occurs to me that his recipes, or rather his ingredients, can be used as a base to be expanded on.
Curried Smoked Haddock Soup (p. 192)
This isn't going to be for everyone, but I liked it a whole lot. My ex-M-i-L was English, and she used to make the most wonderful kedgeree, and when he mentioned in his headnotes that this was similar, that was all it took for me to want to try it.
You cook some leeks and garlic in butter, then add chicken stock, chopped potato, and curry powder. Smelled wonderful in the house. At this point in the recipe I got kind of mad at him - he says Poach the haddock (doesn't say how long); he says 1 tablespoon basmati rice cooked in a little chicken stock (doesn't say how much, and with that tiny bit of rice, do i still cook it the usual 20 minutes?). Not the most helpful instructions. I was worried that this was going to be too little food (wasn't sure if it was 4 servings soup course or dinner course), but with a salad it was more than enough because it is very rich once you add that bit of rice and cream (and lemon juice, saffron,and cilantro). This is a dish with a very strong flavor, and if you're not a fan of smoked fish and/or curry, it probably won't appeal. But I would definitely make it again.
re: LulusMom
That sounds delicious - where were you able to find smoked haddock? I actually haven't looked for it, but had assumed that it might be hard to find.
Edit: In the recipe before that one, he says to poach for 3 minutes - how long do you think you poached it?
re: MMRuth
I had to special order the smoked haddock from Whole Foods, but they were more than happy to get it for me.
Yeah, I went with a little more than the 3 minutes he mentions in the recipe before it, but you know, if you're going to be tossing it in with the soupy mix and then "gently heating" maybe it didn't need to be so long? It was fine, so I guess I did the right thing. Another thing that slightly confused me was he instructs to remove skin and bones from the smoked haddock - mine had skin but no bones (for which I was very grateful!). But I spent probably longer than a normal person would have looking for those bones, just in case.
re: LulusMom
Great - thanks - I'll check w/ WF here if I don't see it at my next trip to my regular market. I love curry and smoked fish, so I think this is just up my alley. Having two friends to dinner tomorrow night, and am working on coming up with a SH menu.
re: MMRuth
I was just thinking this morning that I should add that basque fish stew thing to my dinner party list. That was a big hit and fairly elegant in presentation. Good luck with the smoked fish.
re: LulusMom
I'm making that for friends tonight. I've just got Mr GG to go and pick up the hake I pre-ordered at the fishmonger (it was almost half the price of cod, which is good). How long did you poach it for, out of interest?
I'm also going to do the creamed goat's cheese with roasted garlic.
re: greedygirl
I poached mine for 4 minutes, although I don't think it needed that long in the end. But the nice thing about poaching is that it doesn't end up making stuff tough. I hope you enjoy it! And my mouth is watering at the goat cheese and roasted garlic ...
re: MMRuth
MMR: Smoked haddock (finnen haddie) is extremely difficult to find out here on the Left Coast. I've tried several fishmongers without success. They'll special order it but only in large quantities like 10 lbs.
LULU'SMOM: I hadn't thought of Whole Foods. Will try them now. I absolutely love finnen haddie as my mother used to prepare it. How much did you have to order?
re: oakjoan
I only ordered the one pound and they were fine with that. The only downside is that I had to do it a week in advance - they make weekly orders with their suppliers so I suppose it is luck of the draw.
re: LulusMom
Sounds lovely - I adore smoked haddock and kedgeree and had somehow missed that recipe. It's pretty easy to buy in the UK, so it's on the list!
re: greedygirl
This is something I wish was more common in the US - but I think I've seen it maybe once on a menu, and even then it was at some place trying very hard to be a british pub. Do try it - if you like those flavors this should be perfect for you. Oh, and I didn't strain it as he tells you to do - just used my immersion blender. Also (really, he does need to get over this) I used the whole cilantro, stems and all, not just the leaves. But probably only about a half cup chopped.
re: LulusMom
Weird that you can't get it easily in the US - I guess it must be a British thing. Thinking about it, I made a fish pie when staying at a friend's house in France at New Year, and I couldn't find much smoked fish there either.
re: greedygirl
It's not that we don't have much smoked fish here in the US, it's just that smoked haddock is very uncommon (smoked salmon, trout, and mackerel are readily available and well known).
re: greedygirl
When I made a Nigella Lawson fish pie once I susbstituted some other kind of smoked fish for the haddock. I forget what kind. For future reference, what kind of smoked fish do you think would be closest to smoked haddock?
re: NYCkaren
As smoked haddock is not cooked through and needs to be poached, I'm not sure there is a substitute other than smoked cod, which is probably just as hard to find in the States! I think I'd use smoked trout if I really wanted the smoked fish taste, but obviously I wouldn't poach it before adding it to the white sauce.
A little google search threw up the following source in the US:
re: NYCkaren
I'll bet you could substitute smoked sable--available at all Jewish delis from Zabar's to Russ & Daughters. But it's really expensive.
re: greedygirl
Yes, that's true. You don't need to cook smoked sable.
re: greedygirl
Next time you're in my part of the world, go to the Cheshire Smokehouse near Wilmslow. They sell the ABSOLUTE BEST smoked haddock. Bring a cool bag and it'll be fine during your trip back south.
re: Harters
Thanks for the tip.
re: LulusMom
Yeah, it's weird that he doesn't know that one can use stems of cilantro. It's pretty well-known out here in Califa.
re: oakjoan
I think loads of recipes, though, call for using just cilantro leaves - I don't think I've ever thought about using the stems. But it makes sense - I'll have to taste a stem and see what I think.
re: MMRuth
This is definitely an herb where the stems can easily be used without hurting anything.
Basque Chiorro.
I made this with hake and it was delicious. It was made in rather a rush after work, for a number of old friends who came for dinner. I poached the fish for the five minutes stated in the recipe, but next time would do it for a bit less as it kind of fell apart when I took the skin off. The sauce of onions, paprika and red wine was a good foil for the fish.
re: greedygirl
So glad someone else made this and loved it. I'll be making it again.
re: MMRuth
re: MMRuth
Did you think the roe made a huge difference? I'm thinking finding scallops with roe here will be difficult, but love the sound of this dish.
re: LulusMom
I think it would be very good w/o the roe. The roe isn't used in any special way in the recipe - just cooked along with the scallops. The sauce was just delicious and would be wonderful with other seafood as well, I think.
re: MMRuth
Thanks - very good to know. I love scallops and can always use new ways to cook them, but finding them with the roe would be tough.
re: MMRuth
I've been getting phenomenal scallops (without roe) at the farmers market and decided to give this a try. Hopkinson calls for 6 tablespoons of butter in the Bercy sauce, but I thought 2 was enough. Sure 6 would be better, but 2 was sufficient to give it a very buttery flavor. I forgot I didn't have lemon so gave it a squeeze of lime. Too acidic. Don't know if it was the lime, too big a squeeze, or both. Still good, just not perfectly balanced.
I liked this a lot. I suspect I would have liked it even better if I hadn't in the past month or so made two knock-your-socks-off scallop recipes from "Fish Without a Doubt." I'll definitely keep the Bercy sauce in mind, though. Quick and easy way to make a simply broiled or grilled fish quite luxurious.
re: JoanN
Well that looks really nice, Joan. Good for you for hauling out Hopkinson after all these months. Whatever made you think of that book for scallops?
I'm trying to keep track of each book and the recipes I make from them. At first I write a list of the recipes I'd like to make and keep the list in the book for the month. Then when the month is over I put the list into a 3-ring binder. It's still a bit rag tag and still has some filing issues but at least I can look through and see what we liked and what I would do differently.
re: Gio
After two-and-a-half years of COTM, there are maybe 8 books that I know I want to explore in much greater depth and Hopkinson is one of them. So whenever I have an ingredient or a hankering, those are the books I check first for inspiration.
I love your method of keeping track of the recipes you've tried and those you want to try. My books are full of post-it notes. And because I have no qualms about writing in my books, I just annotate the recipe with any thoughts or possible changes. But I'm often surprised when an older thread comes up and I'll see I've posted about a recipe I've completely forgotten about. The only way I have of remembering what I've cooked is from my photos. Since I've taken photos of nearly all my COTM dishes, and I keep them filed by book title, I can open the photo file for that particular title and see what's there. But that's not something I do very often.
I do keep menus of all dinner parties--date, who was there, what I served, where the recipe came from. Your system sounds so much more organized. I may have to give something like that a try. I'm glad you mentioned it.
re: JoanN
I do the same with dinner parties, and thought I was the only person on earth who did this. Feel much much better now. I just don't want someone coming over thinknig "jeesh, she's serving THIS again??" I also try to note down things I've loved that would be good to make for company (hopkinson's spanish cod recipe -sorry don't remember title right now; Zuni fish with beans, fennel, etc.).
I have an excel file with recipes I'd like to make soon, but am not quite as organized as I'd like to be with that. With the COTMs, with each one I've bought I have a piece of paper in it with recipes I want to try; with ones I took from the library I just photocopy recipes I've liked a lot and put them in a folder.
re: Gio
What a great idea, Gio! The funny thing is, I do remember my 1 or 2 very most favorite recipes from the books we've tried, but, when I go back and re-read the old COTM threads, I'm astonished to find that there were other recipes I liked a lot that I don't remember, because they've been eclipsed (in my memory anyway) by my favorites.
I would like to become more organized. The hardest thing is trying to remember where I saw an intriguing recipe for an ingredient that was out of season at the time we were cooking from the book. For instance, Dunlop was before all of our summer vegetables were in and if there was a great recipe in there for, say, zucchini, I try to make a mental note of, ooh, must try that when zucchini comes in, but I seldom do remember.
JoanN, those scallops look brilliant.
Scallops Sauté Provençal (page 187)
I'm still getting phenomenal scallops from the day-boat fisherman at my local farmers market. And they're not very expensive, either. So as long as he keeps having them, and as long as they keep being as good as they have been, I'm going to keep looking for new ways to prepare them. This one was one of the easiest and right up there with the best.
You roast (or broil) seasoned tomato halves in a bit of olive oil until they're cooked through and beginning to collapse. Then you sauté the seasoned scallops in olive oil until "really crusty and browned." "The secret," he says, "is to give them longer than you think before turning them over." And I did. When the scallops are cooked, you set them aside with the tomatoes to keep warm, toss some butter in the skillet, add a bunch of chopped garlic and some parsley (which I had ready, but forgot to add), and spoon the sauce over the scallops and tomatoes. I served it with some practically undressed mizuna and it was just heavenly.
Simon Hopkinson really is a gem. His flavors are so bright and pure and true to the ingredients. And most of his recipes are quite simple. I can't offhand think of anything I've made that hasn't been very good, if not wonderful. I must remember to reach for this book (and "Second Helpings," which I just bought) much more often than I do.
re: JoanN
Are the scallops you are getting sea scallops? I've been getting beautiful huge ones from Dorian's, but I'm paying about $2.00 a scallop! I've been cutting them in half per various David recipes, so that helps. I made some beautiful scallop fritters from one of her books - I'll try to get around to posting about it - the batter is v. simple, so I'll include precise instructions in case you want to try it.
And, yes, he is a gem!
re: JoanN
Those look absolutely gorgeous. I'm always looking for new ways to make scallops, because we're all big fans. I loved the porcini butter ones from Fish without a Doubt (which you also led me to). I'll put this on my to try list.
I had one catastrophe with SH (the baked onions or something like that), but aside from that everything was really outstanding.
re: LulusMom
I think those porcini butter ones from FWAD are still my favorites, but these were close.
And, yes, MMR, sea scallops. Not huge, certainly. I felt no need to cut them in half. And he's charging $12/lb, which I thought quite reasonable.


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Thursday, September 25, 2014
New Article-Worldwide Hedge Fund Activism: Dimensions and Legal Determinants.
Professor Dionysia Katelouzou of Kings College, London has written an interesting empirical article on hedge fund activisim. The abstract is below:
In recent years, activist hedge funds have spread from the United States to other countries in Europe and Asia, but not as a duplicate of the American practice. Rather, there is a considerable diversity in the incidence and the nature of activist hedge fund campaigns around the world. What remains unclear, however, is what dictates how commonplace and multifaceted hedge fund activism will be in a particular country.
The Article addresses this issue by pioneering a new approach to understanding the underpinnings and the role of hedge fund activism, in which an activist hedge fund first selects a target company that presents high-value opportunities for engagement (entry stage), accumulates a nontrivial stake (trading stage), then determines and employs its activist strategy (disciplining stage), and finally exits (exit stage). The Article then identifies legal parameters for each activist stage and empirically examines why the incidence, objectives and strategies of activist hedge fund campaigns differ across countries. The analysis is based on 432 activist hedge fund campaigns during the period of 2000-2010 across 25 countries.
The findings suggest that the extent to which legal parameters matter depends on the stage that hedge fund activism has reached. Mandatory disclosure and rights bestowed on shareholders by corporate law are found to dictate how commonplace hedge fund activism will be in a particular country (entry stage). Moreover, the examination of the activist ownership stakes reveals that ownership disclosure rules have important ramifications for the trading stage of an activist campaign. At the disciplining stage, however, there is little support that the activist objectives and the employed strategies are a reflection of the shareholder protection regime of the country in which the target company is located.
September 25, 2014 in Business Associations, Corporate Finance, Corporate Governance, Corporations, Current Affairs, Financial Markets, M&A, Marcia Narine, Securities Regulation | Permalink | Comments (0)
Tuesday, September 2, 2014
Corporate Inversion: Tax Spotlight for the Non-Tax Lawyer
Last week, news of the proposed Burger King & Tim Horton's merger fueled the already raging fire on corporate inversions as the Miami-based burger chain announced plans, through the merger, to possibly relocate to Canada. As I have written about on this blog, here and here and in the Huffington Post, inversions may offer US companies tax savings.
Stephen E. Shay, a professor of practice at Harvard Law School, provides a short article (12 pages) describing the tax issues in corporate inversions and possible regulatory fixes. This article is very helpful in taking the debate from the headlines into a more complex legal analysis illuminating the tax consequences and offering a better understanding of the legal remedies available. Worth the read.
-Anne Tucker
September 2, 2014 in Anne Tucker, Corporations, Current Affairs, M&A | Permalink | Comments (0)
Blessed Are the Meek Public Pension Funds
At the New York Times Dealbook, Andrew Ross Sorkin notes that public pension funds have been lately silent on the issue of corporate inversions. (See co-blogger Anne Tucker on inversions here and here.) Sorkin writes, "Public pension funds may be so meek on the issue of inversions because they are conflicted."
Maybe I am reading too much into his choice of words, but "meek" implies more to me than "moderate" or "mild" and instead conveys a value judgment that fund managers have an obligation to speak out. I am not pretty sure that's not true.
I definitely don't like companies heading offshore for mild gains, and I don't think I would support such a choice, but as a director, I'd sure analyze the option before deciding. Fund managers, too, have obligations to look out for their stakeholders, and unless I had a clear charge on this front or thought the inverting company was clearly wrong, I'd probably stay quiet, too.
Although the meek may inherit the earth, at least at this point, I might substitute "meek" with "cautious" or even "prudent." But that's just me.
September 2, 2014 in Business Associations, Corporate Governance, Corporations, Current Affairs, Joshua P. Fershee, M&A | Permalink | Comments (0)
Friday, August 29, 2014
Joshua Fershee quoted in Greenwire on the Kinder Morgan deal
BPLB's own Joshua Fershee, Professor of Law with the Center for Energy and Sustainable Development at West Virginia University College of Law, was quoted in a Greenwire story on the Kinder Morgan deal. You can read an excerpt below
Kinder Morgan deal leaves questions for investors
Mike Lee, E&E reporter Published: Thursday, August 28, 2014
Kinder Morgan Inc. may have to do more to convince its investors that its proposed $44 billion merger with its subsidiaries is in their best interest.
The company -- the nation's biggest operator of oil and gas pipelines -- took a series of steps to ensure there were no conflicts of interest during the negotiations, and the subsidiaries negotiated for a higher bid from the parent, Kinder Morgan said in a filing<http://www.sec.gov/Archives/edgar/data/1506307/000104746914007230/a2221196zs-4.htm>intended to persuade investors to vote for the merger.
The question will be: Did the company go far enough? Kinder Morgan faced similar questions when it went private in 2007 and when it bought El Paso Corp. in 2011.
The market's reaction -- prices for all three companies have risen since the deal was announced -- shows that investors are willing to overlook a temporary downside if a company has a long-term plan, said Joshua Fershee, a law professor at West Virginia University.
Kinder Morgan's CEO "knows what he's doing, and he's articulated a plan that says upfront, 'Here's where we're going to take the hit,'" Fershee said.
August 29, 2014 in Joshua P. Fershee, M&A | Permalink | Comments (0)
Tuesday, August 12, 2014
Kinder Morgan: MLPs, C-Corps & Dividends, Oh My!
Kinder Morgan, a leading U.S. energy company, has proposed consolidating its Master Limited Partnerships (MLPs) under its parent company. If it happens, it would be the second largest energy merger in history (the Exxon and Mobil merger in 1998, estimated to be $110.1 billion in 2014 dollars, is still the top dog).
Motley Fool details the deal this way:
Terms of the deal
The $71 billion deal is composed of $40 billion in Kinder Morgan Inc shares, $4 billion in cash, $27 billion in assumed debt.
Existing shareholders of Kinder Morgan's MLPs will receive the following premiums for their units (based on friday's closing price):
- Kinder Morgan Energy Partners: 12%
- Kinder Morgan Management: 16.5%
- El Paso Pipeline Partners: 15.4%Existing unit holders of Kinder Morgan Energy Partners and El Paso Pipeline Partners are allowed to choose to receive payment in both cash and Kinder Morgan Inc shares or all cash.
The most important man in the American Energy Boom wears brown slacks and a checkered shirt and sits in a modest corner office with unexceptional views of downtown Houston and some forgettable art on the wall. You would expect to at least see a big map showing pipelines stretching from coast to coast. Nope. "We don't have sports tickets, we don't have corporate jets," growls Richard Kinder, 68, CEO of Kinder Morgan, America's third-largest energy firm. "We don't have stadiums named after us."
August 12, 2014 in Business Associations, Corporate Finance, Corporate Governance, Corporations, Current Affairs, Financial Markets, Joshua P. Fershee, M&A, Partnership, Teaching, Unincorporated Entities | Permalink | Comments (0) | TrackBack (0)
Wednesday, August 6, 2014
Inversion Avoided: Walgreens/Boots Merger Announced Today, Staying in US
Last week on this blog, I wrote about the revived trend of corporate inversions where, through a merger transaction a US company re-domiciles outside of the US for business reasons, including the desire to avoid paying US corporate taxes. Walgreens was rumored to be negotiating with Alliance Boots, a UK company in which the US drugstore chain already held 45%. The merger announcement today, in a deal valued at $5.27 billion for the other 55% of Alliance Boots will keep the merged company's headquarters in Chicago. Citing, in part to public reaction and the drug store's brand here in the US, "The company concluded it was not in the best long-term interest of our shareholders to attempt to re-domicile outside the U.S."
The full article in the DealBook is available here.
-Anne Tucker
August 6, 2014 in Anne Tucker, Corporations, Current Affairs, Financial Markets, M&A | Permalink | Comments (0)
Wednesday, July 30, 2014
Recent U.S./Foreign Mergers Motivated by Tax Incentives
There is a new face on an old problem — American companies "moving" overseas in part to avoid U.S. taxes — that has increased in popularity in the last several years and recently gained political attention. Last week President Obama and Treasury Secretary Jacob J. Lew called for tax reform to encourage economic patriotism and to deter corporate defectors, calling the overseas moves legal, but immoral.
Two structural features of the U.S. tax code incentivize corporations to move abroad. The U.S. corporate tax rate, at 35 percent, is high compared to the average Organization for Economic Cooperation and Development (OECD) rate of 25 percent, and the average European Union rate of 21 percent. Many corporations effectively pay much less than 35 percent, after factoring in loopholes and deductions, policies that cost approximately $150 billion in untaxed revenue last year. But the reported tax rate is high compared to other jurisdictions and the complexity required to reduce that rate in practice also is a deterrent.
Second, other countries like the United Kingdom become attractive foreign tax locations because they operate under a territorial system that does not tax profits earned outside of the home country. Under the U.S. system, however, returning foreign-earned corporate profits home is a taxable event at high corporate tax rates. As a result, it is estimated that $2 trillion in foreign-earned profits of U.S. corporations sit in foreign bank accounts unavailable for use absent paying taxes.
There are two main ways to achieve an overseas move. A transaction called an inversion where a U.S. company reincorporates overseas becoming, say, a Bermuda corporation, which was popular in the 2000s. Inversions also can happen when a U.S. company forms an overseas affiliate and the original company becomes a subsidiary of the foreign affiliate. The 2004 American Jobs Creation Act prevented companies pursuing inversions from reaping tax benefits of the transactions if the original stockholders retained 80 percent or more of the new company or if there was not substantial business operation in the new location. Treasury regulations have defined "substantial business operations" as meaning 25 percent of corporate activity thus effectively stopping these so-called "naked" inversions as a means to transfer corporate profits overseas.
Another vehicle to move a U.S. company overseas is through a merger with a foreign company, and this is where the recent uptick has occurred. If a larger foreign company buys the U.S. one then both profits and control effectively move overseas in the newly combined company. If, however, a larger U.S. company buys a smaller overseas one, then control may stay effectively in the United States, with only the profits moved overseas.
For example, in 2012 Cleveland-based Eaton purchased Cooper Industries PLC in an $11.8 billion merger. After the merger, the new company Eaton Corporation PLC, incorporated in Ireland and headquartered in Cleveland, projected savings of $160 million a year as a result of not being subject to U.S. corporate taxes. So far this year, there have been more than a dozen of similar tax-motivated foreign mergers announced including companies like Chiquita, Pfizer and even some interest behind the drug-store chain Walgreens moving to the United Kingdom.
See the following discussion of foreign mergers in the DealBook earlier this month following the announcement of two multibillion dollar health care mergers:
"With a[n]…. offer worth $53 billion, AbbVie, a big Chicago-based pharmaceutical company, has succeeded in winning tentative approval to buy the Irish drug maker Shire . If completed, it would be the biggest deal of the year. Also on Monday, Mylan Laboratories, based in Canonsburg, Pa., said it would acquire the international generic drug business from Abbott Laboratories in an all-stock deal valued at $5.3 billion and reincorporate in the Netherlands."
Solutions to curb corporate flight include lowering corporate taxes to a more competitive rate, decreasing the ownership thresholds for inversions from 80 percent to 50 percent, and excluding tax benefits for foreign-based mergers. Congressional Democrats have circulated several proposals, but Republicans have not expressed interest without comprehensive tax reform. Obama included proposals targeted at foreign mergers in his proposed 2015 budget, which includes decreasing the corporate tax rate, decreasing the ownership threshold for inversions and closing some corporate tax loopholes. While congressional action before the end of the year is unlikely, the strong rhetoric of economic patriotism and corporate defectors has the issue primed for the 2014 election debates.
For a great summary on the issue, see the following report issued earlier this summer by the congressional research service.
-Anne Tucker
July 30, 2014 in Anne Tucker, Corporations, Current Affairs, M&A | Permalink | Comments (1)
Wednesday, July 23, 2014
Antitrust as a Question of Power, Not Competition
Steven Davidoff Solomon, a professor of law at the University of California, Berkeley, has an interesting article on antitrust in the DealBook today: Changing Old Antitrust Thinking for a New Gilded Age. Professor Solomon argues that a new wave of mergers in the tech and telecommunications industries mirror the consolidation wave of the Gilded Age a century ago which lead to our current antitrust laws. These mergers leave competition in tact, albeit among a few huge companies, and therefore facially meet the competition requirements under antitrust law. He argues that "[t]his calculus, however, excludes the political and other power that a concentrated industry can wield with government and regulators." Citing to industry-based nonprofits and the ability to participate in political spending in a post-Citizens United world, professor Solomon concludes that antitrust may become a question of power, not just competition.
"[R]ight now there is simply no real government ability to review the industry consolidation that is occurring today in which industries become dominated by a handful of major players. Yet it is becoming increasingly apparent that size and industry concentration affect American society even if competition still exists."
I think that this is an interesting lens through which to view, and teach, current market trends in mergers and acquisitions and related questions of antitrust law.
-Anne Tucker
July 23, 2014 in Business Associations, Anne Tucker, Corporations, Current Affairs, M&A | Permalink | Comments (0)
Tuesday, July 22, 2014
Berkshire 2.0
You may think of Warren Buffett as a savvy stock picker but his greater accomplishment is in configuring an exceptionally strong corporation that defies widespread conceptions of effective corproate governance.
Since early in his career, Buffett adopted what he calls the double-barreled approach to capital allocation, meaning both stock picking and business buying. He gained prominence primarily as an investor in stocks, championing a contrarian investment philosophy.
Attracting three generations of devoted followers to a school of thought called "value investing," he doubted the market's efficiency and deftly exploited it. Buffett bought stocks of good companies at a fair price, assembling a concentrated portfolio of large stakes in a small number of firms. Today, nearly three-fourths of Berkshire's stock portfolio consists of just seven stocks.
But late in his career, beginning around 2000, Buffett shot more often through the other half of his double-barreled approach: buying 100 percent of companies run by trusted managers given great autonomy. True, Berkshire early on bought all the stock of companies such as Buffalo News and See's Candies. But, through the 1990s, the first barrel dominated, with Berkshire consisting 80 percent of stocks and 20 percent owned companies. That mix gradually reversed and recently flipped, making subsidiary ownership the defining characteristic of today's Berkshire.
Owning primarily subsidiaries rather than merely stocks gives Berkshire a different shape compared to its previous character as the holding company of a famed investor. After all, even for a buy-and-hold investor, stocks come and go. Berkshire has sold the stocks of many once-fine companies, including Freddie Mac, McDonald's, and The Walt Disney Company.
In contrast, aside from a few Berkshire subsidiaries that it acquired from the Buffett Partnership in the 1970s, Berkshire has never sold a subsidiary and vows to retain them through thick and thin. Despite their variety, moreover, Berkshire companies are remarkably similar when it comes to corporate culture, which is the central discovery I document and elaborate in my upcoming book, Berkshire Beyond Buffett: The Enduring Value of Values.
When Berkshire consisted mostly of the stock portfolio of a famed stock picker, you could expect that, once that investor departed, the portfolio would naturally be unwound and the company dissolved. Now, however, with Berkshire made of companies not stocks, its life expectancy stretches out in multiple decades, not mere years. It certainly goes beyond the stock picker who founded it. That's not an accident either, as the dominant cultural motif at Berkshire and its subsidiaries is a sense of permanence--the longest possible time horizon imaginable.
July 22, 2014 in Business Associations, Books, Corporate Governance, Corporations, Current Affairs, M&A | Permalink | Comments (2)
Wednesday, May 28, 2014
Law & Society Corporate Law Panels 2014
Tomorrow kicks off the 2014 Law & Society Annual meeting in Minneapolis, MN. Law & Society is a big tent conference that includes legal scholars of all areas, anthropologists, sociologists, economists, and the list goes on and on. A group of female corporate law scholars, of which I am a part, organizes several corporate-law panels. The result is that we have a mini- business law conference of our own each year. Below is a preview of the schedule...please join us for any and all panels listed below.
Thursday 5/29
Friday 5/30
Saturday 5/31
0575 Corp Governance & Locus of Power
U. St. Thomas MSL 458
Participants: Tamara Belinfanti, Jayne Barnard, Megan Shaner, Elizabeth Noweiki, and Christina Sautter
1412 Empirical Examinations of Corporate Law
U. St. Thomas MSL 458
Participants: Elisabeth De Fontenay, Connie Wagner, Lynne Dallas, Diane Dick & Cathy Hwang
1468 Theorizing Corp. Law
U. St. Thomas MSL 458
Participants: Elizabeth Pollman, Sarah Haan, Marcia Narine, Charlotte Garden, and Christyne Vachon
1:00 Business Meeting Board Rm 3
Roundtable on SEC Authority
Participants: Christyne Vachon, Elizabeth Pollman, Joan Heminway, Donna Nagy, Hilary Allen
1473 Emerging International Questions in Corp. Law
U. St. Thomas MSL 458
Participants: Sarah Dadush, Melissa Durkee, Marleen O'Conner, Hilary Allen, and Kish Vinayagamoorthy
1479 Examining Market Actors
U. St. Thomas MSL 321
Participants: Summer Kim, Anita Krug, Christina Sautter, Dana Brackman, and Anne Tucker
1474 Market Info. & Mandatory Disclosures
U. St. Thomas MSL 321
Participants: Donna Nagy, Joan Heminway, Wendy Couture, and Anne Tucker
May 28, 2014 in Anne Tucker, Corporate Governance, Financial Markets, Law School, M&A, Marcia Narine, Securities Regulation | Permalink | Comments (0)
Thursday, May 22, 2014
Brown and Giles on Stock Purchase Agreements
Two of my former colleagues at King & Spalding LLP, Jaron Brown and Tyler Giles, sent me their recently published book, Stock Purchase Agreements Line by Line. Jaron Brown made partner in King & Spalding's M&A group before moving in-house to Novelis, Inc. Tyler Giles moved in-house earlier in his career (to Equifax, Inc.) and has since moved back to law firm life as a partner at FisherBroyles LLP.
The book appears aimed at practitioners, but it could also be a valuable resource for those who teach M&A or drafting courses. The book includes various practical pointers for drafting typical provisions in a stock purchase agreement and, as the title suggests, goes through an SPA line by line. The authors are true experts in their subject matter, and I look forward to using the book.
May 22, 2014 in Business Associations, Corporations, Haskell Murray, Law School, M&A | Permalink | Comments (0)
What if Companies Could Pick Their Shareholders?
Earlier this week, Stanford University's Rock Center for Corporate Governance released a study entitled "How Investment Horizon and Expectations of Shareholder Base Impact Corporate Decision-Making." Not surprisingly, the 138 North American investor relations professionals surveyed prefer long-term investors so that management can focus on strategic decisionmaking without the distraction of "short-term performance pressures that come from active traders," according to Professor David F. Larcker. Companies believed that attracting the "ideal" shareholder base could lead to an increase in stock price and a decrease in volatility.
The average "long-term investor" held shares for 2.8 years while short-term investors had an investment horizon of 7 months or less. Pension funds, top management and corporate directors held investments the longest, and companies indicated that they were least enamored of hedge funds and private equity investors. Those surveyed had an average of 8% of their shares held by hedge funds and believed that 3% would be an ideal percentage due to the short-termism of these investors. Every investor relations professional surveyed who had private equity investment wanted to see the ownership level down to zero.
I wonder what AstraZeneca's investor relations team would have said if they could have participated in the survey given the various reactions by its shareholders to Pfizer's proposed takeover. (See here and here to read about the divisions within the shareholder ranks). What would AstraZeneca's "ideal" shareholder base look like? BlackRock, which owns 8%, is the company's largest shareholder. Will it sway AstraZeneca's board to reconsider its rejection of Pfizer's bid and should it? Pfizer's purported behind the scenes attempts to get shareholders to express their anger at AstraZeneca's board may not be working, but this may be a prime example of why companies wish they could pick their shareholders.
As one of the study's authors Professor Anne Beyer aptly concluded, "companies see very large, tangible benefits to managing their shareholder base, so there seems to be a real opportunity for some companies to improve corporate decisions and increase their value by paying close attention to who holds their shares."
May 22, 2014 in Business Associations, Corporate Governance, Corporations, Current Affairs, M&A, Marcia Narine | Permalink | Comments (2)
Tuesday, May 6, 2014
The (Energy) Business of National Security
The New York Times Dealbook Blog reports that France is opposing GE's attempt to acquire a large portion of Alstom:
"While it is natural that G.E. would be interested in Alstom's energy business," France's economy minister, Arnaud Montebourg, said in a letter to Jeffrey R. Immelt, the G.E. chairman and chief executive, "the government would like to examine with you the means of achieving a balanced partnership, rejecting a pure and simple acquisition, which would lead to Alstom's disappearing and being broken up."
The government's legal means for stopping a deal would appear to be limited, though it could refuse to approve such an investment on national security grounds. The government does not hold Alstom shares, but the company is considered important enough to have received a 2.2 billion euro bailout in 2005. And Mr. Montebourg noted in the letter on Monday that the government was Alstom's most important customer.
Alstom's energy units, which make turbines for nuclear, coal and gas power plants, as well as the grid infrastructure to deliver electricity, contribute about three-quarters of the company's 20 billion euros, or about $30 billion, in annual sales.
Alstom is France's largest industrial entity, and the government says the deal, as the Times put it, "should be reconfigured on a more equitable footing." France is concerned about "maintain[ing] its technological sovereignty."
That's fine, I suppose, but it seems to me this kind of forced restructuring is more likely to result in a weaker Alstom long term, even if it extends the life of the entity as it now appears. There may be times when foreign ownership of an entity is a real threat to national security, but this appears more likely to be national pride, than national security because the security concerns can be addressed in other ways. Sometimes foreign ownership is better the alternative, even if it makes a major, traditional company a more international conglomerate. Right, Chrysler?
May 6, 2014 in Business Associations, Corporations, Joshua P. Fershee, M&A | Permalink | Comments (1)
Thursday, April 10, 2014
JURIFY: Transactional Resources Pt. 2 (Hybrid Sources)
Earlier this spring, I posted about transactional resources (the current source list is available here: Download Transactional Law Resources).
Continuing with the theme, I want to highlight a new hybrid resource, JURIFY, which is a mostly-free, online transactional law resource.
"Jurify provides instant access to high-credibility, high-relevance legal content, including forms and precedent in Microsoft Word® format written by the world's best lawyers, white papers and webinars from top-tier law firms, articles in prestigious law journals, reliable blog posts and current versions of statutory, regulatory and case law, all organized by legal issue."
Here are the stats: Jurify, launched in 2012, covers 5 broad transactional areas: General Corporate, Governance, Mergers & Acquisitions, Securities and Startup Companies. The 11,000+ sources that the website currently contains have been verified by transactional attorneys and generated from free on-line platforms or submitted by private attorneys who are voluntarily sharing their work. Documents are organized according to 586 tags. Three transactional attorneys started this website (husband/wife duo and their former law-firm colleague); none take compensation from editors, publishers or law firms.
Jurify is a unique transactional law resource for the following reasons:
- FREE (mostly). Website contents including primary law, secondary sources and template agreements and forms. All content is searchable; most is free; some templates/forms, available in Microsoft word version, require either a fee or a paid membership. In the future, Jurify founders hope to generate revenue by providing performance metrics and career services components.
- Emphasis on Primary Sources—collecting the most current and complete versions of governing statutes, and here is the important part—putting relevant sources together. Want to find out registration obligations? A search on Jurify will pull from several different sources to give you a comprehensive look at the governing law.
- Organization. The website resources are organized in a consumer-friendly, vertically integrated platform (like the searching functions on YouTube). If you search for one term of art, (the example used was break-up fees), the search results pull all related terms of art (i.e., termination fees, reverse break-up fees, etc.). The data base has been encoded with 1600 corporate law synonyms in the platform to facilitate more robust natural language searches.
- Multiple search modes (i.e., accessible for the novice). Non-experts can search for information using tags and drop down boxes to sort information by source type (news articles, videos, journals, statutes and regs, etc.). The site also includes a glossary of terms, and those terms serve as searchable categories that have documents associated with them.
- Narrowing the field. You don't need every document- you just need the right document. Researchers can narrow search results through subcategories, which include definitions on all of the subcategories to assist the non-expert (i.e., students, generalist attorneys like some in-house teams). Within general categories, researchers can also conduct granular searches within a topic and can narrow by specific fields (i.e., M&A).
- Sorting the results. Search results are displayed in order of relevance. Relevance, in Jurify, is determined by the tags assigned by Jurify attorneys reviewing and labeling each document in the database. While a document may have 15 tags, 2 or 3 tags will be the primary tag, and the document will be flagged as "noteworthy" for that particular topic. The idea is that you review the most relevant documents first not just any document that contains any reference to your search fields.
- Networking Component. Some of the documents are voluntarily provided by practicing attorneys and their names remain associated with the document(s). If an attorney wants to establish herself as an expert in an area, she may do so in part, by contributing high-quality documents on that topic. Top contributors are highlighted on the website, using in part, a Credibility Score. In the future, a ranking/review feature will be added so that users can provide feedback on the quality/relevance of a document as well.
Erik Lopez, co-founder of Jurify, contacted the BLPB editors earlier this spring. As a result, I test drove the site with Erik a few weeks ago, which formed the basis of my comments above. Thanks Erik! (Note: Neither BLPB nor I, individually, received any compensation as a result of this post. I am passing it along because I genuinely am intrigued by the platform, business model, and potential for the website to be a valuable transactional resource.)
If anyone currently uses Jurify, or test drives the site after reading this post, please share your experience in the comments.
-Anne Tucker
April 10, 2014 in Business Associations, Anne Tucker, Corporations, Law School, LLCs, M&A, Securities Regulation, Teaching, Web/Tech | Permalink | Comments (0)
Sunday, April 6, 2014
Cooke on "10 Surprises for a US Bidder on a UK Takeover."
Over at the Harvard LSFOCGAFR, Stephen Cooke, partner and head of the Mergers and Acquisitions practice at Slaughter and May, has posted a fascinating review of "10 Surprises for a US Bidder on a UK Takeover." It's a bit long for a blog post (16 printed pages on my end), but well worth the time if you have any interest at all in the subject matter. What follows is a very brief excerpt, which is really just a teaser in light of the excellent depth of treatment the post provides. Given my latest project, "Corporate Social Responsibility & Concession Theory," I find # 7 to be of particular interest.
Takeovers in the UK are in broad terms decided by the Target's shareholders, with the Target Board rarely having decisive influence …. Unlike in the US, the Target Board is not the gatekeeper for offers. A Bidder may take its offer direct to shareholders and the Board has no power to block or delay an offer …. The Takeover Code (the "Code") reflects this environment and, although changes were made post-Cadbury to reflect the interests of non-shareholder stakeholders, it remains a body of rules embodying the pre-eminence of shareholders….
1…. [I]n the UK: a potential Bidder may be publicly "outed" before it is ready to announce its offer; once outed, a potential Bidder is required to either announce a firm offer or withdraw ("put up or shut up") within a specified period; and once a firm offer is made, there is a time limit within which the offer must succeed or fail….
2…. In the UK … you cannot combine … transaction structures and must either obtain 90% acceptances or proceed by way of the UK nearest equivalent to a merger…. There is no concept of statutory merger in the UK…. Therefore, any acquisition of a UK public company takes place through the acquisition of shares in the Target by the Bidder. This is effected either by a tender offer (referred to in the UK simply as "an offer") or by the nearest UK analogue of a US-style merger, a "scheme of arrangement".
3…. [I]n the UK … rules on equality of information require that any information or access to management provided by a Target to one Bidder or potential Bidder is made available on request to any other Bidder or bona fide potential Bidder, whether or not welcome….
4…. In … 2011, the Panel introduced a general prohibition on break fees (along with various other deal protection measures) in UK takeovers as part of its response to the demands from some quarters (following the Kraft/Cadbury takeover) that the balance of negotiation power be shifted away from Bidders and in favour of Targets….
6…. In the UK … financing conditions [are] prohibited (except in very limited circumstances) ….
7…. In the UK … a Bidder is required to disclose its intentions as regards the future of the Target's business and the impact its bid may have on the Target's employees in its offer document. In addition, the Bidder must make equivalent disclosures in respect of its own future business, employees and places of business where these are affected by the offer…. [T]he Panel has signalled a tougher approach to enforcement in this area and has stated that it expects to investigate complaints from any interested person, which would include trade unions, employee representatives and political representatives. It is also worth noting that breaches of this section of the Code can attract criminal liability as well as the more usual range of Panel disciplinary measures….
April 6, 2014 in Corporate Governance, M&A, Stefan J. Padfield | Permalink | Comments (0)
Sunday, March 16, 2014
Texas Tech to host conference on "the most important current development in corporate litigation."
The "Conference on Multi-Jurisdictional Deal Litigation" will be held April 25, 2014. Here is a brief introduction:
M&A litigation is increasingly filed in both the target's state of incorporation and its headquarters state. It is the most important current development in corporate litigation. The leading plaintiffs' and defendants' deal litigators from Delaware and from Texas will discuss every aspect of this issue at our day-long conference. Chief Justice Strine of the Delaware Supreme Court and Justice Brown of the Texas Supreme Court will be panelists.
March 16, 2014 in Conferences, Corporations, Current Affairs, M&A, Stefan J. Padfield | Permalink | Comments (0)
Monday, March 10, 2014
In re Rural Metro Corp: Investment Bankers' Liability for Aiding and Abetting Breaches of Fiduciary Duty
On Friday (March 7, 2014), the Delaware Court Chancery issued Vice Chancellor Laster's 91-page post-trial opinionin In re Rural Metro Corp. S'holders Litig.
The decision holds the investment bank defendant, RMC Capital Markets LLC, liable for aiding and abetting breaches of fiduciary duty by the directors. I have not finished the entire opinion yet, but interested readers can access the full opinion here.
The opinion is sure to be one of the most carefully read Chancery opinions of the year - especially by those in the M&A area - and has already generated a fair bit of commentary. For now, I will outsource to the following:
- Jef Feeley (Bloomberg)
- Liz Hoffman (Wall Street Journal)
- Francis Pileggi (Eckert Seamans)
- Brian JM Quinn (Boston College)
- Jonathan Stempel (Reuters)
- Richards, Layton & Finger
March 10, 2014 in Business Associations, Corporations, Delaware, Haskell Murray, M&A | Permalink | Comments (0)
Thursday, March 6, 2014
If It's Good Enough For Justice Kennedy....
Some law professors may remember when Justices Roberts and Kennedy opined on the value legal scholarship. Justice Roberts indicated in an interview that law professors spend too much time writing long law review articles about "obscure" topics. Justice Kennedy discussed the value he derives from reading blog posts by professors who write about certs granted and opinions issued. I have no doubt that most law students don't look at law review articles unless they absolutely have to and I know that when I was a practicing lawyer both as outside counsel and as in house counsel, I almost never relied upon them. If I was dealing with a cutting-edge issue, I looked to bar journals, blog posts and case law unless I had to review legislative history.
As a new academic, I enjoy reading law review articles regularly and I read blog posts all the time. I know that outside counsel read blogs too, in part because now they're also blogging and because sometimes counsel will email me to ask about a blog post. I encourage my students to follow bloggers and to learn the skill because one day they may need to blog for their own firms or for their employers.
Blogging provides a number of benefits for me. First, I can get ideas out in minutes rather than months via the student-edited law review process. This allows me to get feedback on works/ideas in progress. Second, it forces me to read other people's scholarship or musings on topics that are outside of my research areas. Third, reading blogs often provides me with current and sophisticated material for my business associations and civil procedure courses. At times I assign posts from bloggers that are debating a hot topic (Hobby Lobby for example). When we discuss the Basic v. Levinson case I can look to the many blog posts discussing the Halliburton case to provide current perspective.
But as I quickly learned, not everyone in the academy is a fan of blogging. Most schools do not count it as scholarship, although some consider it service. Anyone who considers blogging should understand her school's culture. For me the benefits outweigh the detriment. Like Justice Kennedy, I'm a fan of professors who blog. In no particular order, here are the mostly non-law firm blogs I check somewhat regularly (apologies in advance if I left some out):
http://www.theconglomerate.org/ (thanks again for giving me first opportunity to blog a few months into my academic career!)
http://law.wvu.edu/the_business_of_human_rights (currently on a short hiatus)
I would welcome any suggestions of must-reads.
March 6, 2014 in Business Associations, Corporate Governance, Corporations, Current Affairs, Entrepreneurship, M&A, Marcia Narine, Securities Regulation, Social Enterprise, Teaching, Unincorporated Entities, Weblogs | Permalink | Comments (2)
Monday, March 3, 2014
Book Review: Harriman vs. Hill
What happens if short sellers of stock are unable to cover because no one has any shares to sell? That's one of the many interesting issues in the new book, Harriman vs. Hill: Wall Street's Great Railroad War, by Larry Haeg (University of Minnesota Press 2013). Haeg details the fight between Edward Henry Harriman, supported by Jacob Schiff of the Kuhn, Loeb firm, and James J. Hill, supported by J.P. Morgan (no biographical detail needed), for control of the Northern Pacific railroad. Harriman controlled the Union Pacific railroad and Hill controlled the Great Northern and Northern Pacific railroads. When Hill and Harriman both became interested in the Burlington Northern system and Burlington Northern refused to deal with Harriman, Harriman raised the stakes a level by pursuing control of Hill's own Northern Pacific.
I'm embarrassed to admit that I wasn't aware of either the Northern Pacific affair or the stock market panic it caused. I had heard of the Northern Securities antitrust case that grew out of the affair; I undoubtedly encountered it in my antitrust class in law school. (Everything the late, great antitrust scholar Phil Areeda said in that class is still burned into my brain.)
I'm happy I stumbled across this book, and I think you would enjoy it as well. Harriman vs. Hill has everything needed to interest a Business Law Prof reader: short selling; insider trading; securities fraud; a stock market panic; a hostile takeover; a historical antitrust case; and, of course, J. P. Morgan. This was a hostile takeover before hostile takeovers were cool (and before tender offers even existed, so the fight was pursued solely through market and off-market purchases).
The book does have a couple of shortcomings. One is a polemic at the end of the book against the antitrust prosecution. The antitrust case was clearly a political play by Theodore Roosevelt, and Haeg may be right that the railroads' actions were economically defensible, but his discussion is a little too one-sided for my taste. Haeg also has a tendency to put thoughts into the characters' minds (Hill might have been thinking . . .), but he only uses the device to add factual background, so it isn't terribly offensive. Finally, Haeg occasionally gets the legal terminology wrong. For example, he refers to the railroad holding company "that the U.S. Supreme Court narrowly declared unconstitutional," when what he means is that the court upheld the law outlawing the holding company. He only makes legal misstatements like that a couple of times, but those errors are very grating on a lawyer reading the book.
Still, in spite of those minor flaws, this is a very good book and I highly recommend it.
March 3, 2014 in Business Associations, Books, C. Steven Bradford, Corporate Governance, Corporations, Financial Markets, M&A, Securities Regulation | Permalink | Comments (0)
Wednesday, February 5, 2014
Transactional Law Resources pt. 1
If you practiced as a transactional attorney before law teaching, chances are that you looked at form agreements provided in treatises, saved on your law firm database, handed to you by partners from past deals, or saved in your own template archives. This is no different from what litigators do either—they look for model existing memos, complaints, document requests, etc. that guide the first draft and let you start somewhere past "zero". The rapidly changing legal environment and unique needs of each client in each deal limits the shelf life of form agreements and saddles them with all sort of potential downsides if they aren't used thoughtfully, verified by research, or tailored to the specific deal. This disclaimer aside, I am curious about how we teach students about the role of exemplars, and as a starting point, where to find exemplars. Students and junior attorneys, if not given the right tools to find the best models, will use bad model forms. If you don't believe me, see what you get when you search for "standard asset purchase agreement".
This raises the question of where should students, attorneys, law professors wanting to incorporate experiential learning exercise modules into their courses look for these resources.
This post will be the first in a series that will highlight these resources. If you have suggestions for a source, please leave a comment or email me at email@example.com. I will compile a list of sources and link a word document in the final post. If there is interest, I will be happy to update the list over time. For now, the first installment of free, publically available resources. Paid sources will be next.
- Harvard Law School Library Transactional Sources and Tips
- North Carolina Central University Transactional Law Resources
- Emory Exchange for Transactional Teaching Materials
- Georgetown Law Library Transactional Form
-Anne Tucker
February 5, 2014 in Business Associations, Anne Tucker, M&A, Partnership, Teaching | Permalink | Comments (4)

subset: commoncrawl


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