While We Wait For Pfizer To File Its Now (Allegedly) Quite Tardy Q3 2015 LD-2 Lobbying Disclosure. . .

Pfizer apparently occasionaly waits until February or March of the next ensuing calendar year to file its (prior year’s) Q3 LD-2 — lobby expen- diture/ disclosure form. It seems to file the first, second and fourth quarter ones generally on time — but about every second year, it waits past the New Year — to file its third quarter report. Odd. And it generally does so, by claiming an amendment. I am not a pure specialist in this arcane area of the law, but on a review, I see nothing that permits such a delay — in fact, the scheme contemplates robustly prompt filings (without any explicit authority for waivers)1.

The rules in fact further contemplate that a registrant like Pfizer at least file a notice that it is going to be late, and explain the reasons for the tardiness, as I read it. Even so, the tardy filing won’t be excused, without some additional (but apparently unspecified) liability. [Does it pay a fine? That seems. . . unclear.] As I say — odd.

[My weekend backgrounder here; but there will be another post (a right full and proper Part II), on the evolution of so-called inversion-regulation — related to the potential for a $100-plus billion Allergan deal — since we last visited the topic when Pfizer was attempting a semi-, evolving to fully- hostile maneuver to take over Astra-Zeneca, and then nominally re-incorporate in AZ’s home country, and reap vast US tax abatement windfalls, during 2014.]

3f684-mrk-az-2014However, while we wait — we do already know that the lobby-firm Williams and Jensen, PLLC lobbied for Pfizer during the third quarter of 2015 (as it timely filed with the US Senate office of disclosure — to the tune of an annualized $320,000 per year), on:

. . . .[Lobbied US Senate and US House of Representaives about. . .] Tax issues affecting the pharmaceutical industry including international tax. Revenue proposals on international tax. Comprehensive tax reform proposals. . . .

That bit of text would plainly cover loosening of the newly tightened inversion rules — as part of the scheme of corporate taxation of multinationals inside the US. So, Ian Read has been a busy fella’, in the halls of Congress this year — but we may not know precisely just how busy — until early 2016. And by then, he may have won his Allergan inversion-fueled prize. Ugh. Now you know — and as ever, onward — on a perfect fall 70 degree day!

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1 Viz., US Senate S1-Guidance PDF file (page 13 of 2008 edition) “…The Secretary and Clerk do not have the authority under the LDA to grant extensions to registrants.


The obligation to report under the LDA arises from active status as a registrant (i.e., a registration on file that has not been validly terminated). Section 5(a) of the LDA requires a registrant to file a report for the quarterly period in which it incurred its registration requirement, and for each quarterly period thereafter, through and including the reporting period encompassing the date of registration termination. A timely report using Form LD-2 is required even though the registration was in effect for only part of the reporting period….

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