O/T: As A Harvest Moon Rises, Over The City’s Steel And Glass Canyons…

September 16, 2016 - Leave a Response

mrk-harvest-2016 I find myself awash in watery reflections, as I watch her float slowly, silently and gracefully upward, unconstrained by any observable celestial limit, this late evening. . .

The memories come thick as snowflakes, three months hence. . . and I am grateful. Eternally. . . grateful.

Under the Harvest Moon

Under the harvest moon,

When the soft silver

Drips shimmering

Over the garden nights,

Death, the gray mocker,

Comes and whispers to you

As a beautiful friend

Who remembers.

Under the summer roses

When the flagrant crimson

Lurks in the dusk

Of the wild red leaves,

Love, with little hands,

Comes and touches you

With a thousand memories,

And asks you
Beautiful, unanswerable questions.

— Carl Sandburg (1905)

So, sometimes, the physics of shepherded moons, should yield to the. . . mysticisms, of my youth. This is one of those times. Now you know. And she does, too. . . G’night, all.


Q.: Will President Obama’s Closing Of Yet Another US Corporate Tax Loophole Impact Merck’s US Effective Tax Rate?

September 16, 2016 - Leave a Response

Yesterday, the US Treasury issued a statement finalizing the closing of the so called tax “splitters” loophole.

In short, the IRS rules used to permit US based companies to take a partial credit (against their US tax liabilities) on the taxes paid to foreign tax authorities, for income earned there — without regard to whether those companies actually returned the foreign earnings to US soil in cash (and paid the repatriation taxes here). As one might imagine, many, many byzantine exceptions and qualifiers applied to that rule. [Just a bit of our 2013 era coverage of this meta-narrative — on taxation of behemoth global companies — is available under that link.]

Reading Merck’s last two definitive SEC filings on the matter, it is not possible to discern whether Kenilworth took advantage of the so-called “splitting” rules, to lower its US tax rate. We do know that Apple has done so — and is now concerned about how its Irish tax penalty fight will play out under this new US Treasury rule. That is, Apple may not get the benefit of having paid those lower Irish taxes, unless it pays the EU mandated higher rates, now in full (in order to claim a partial credit here in the US, for unrepatriated foreign earnings).

We will have to watch and see whether Merck and Pfizer and the other biotech- and pharma- (and tech-) majors are in a similar position now — as a result of the closing of the Treasury “splitters” provision. Here’s Reuters on it:

. . . .Acting shortly after a European Union grab for billions of dollars in back taxes from Apple, the U.S. Treasury said it was tightening restrictions on companies’ use of foreign tax credits to reduce what they owe in U.S. taxes.

“We are closing another tax loophole that contributes to the erosion of our tax base,” Treasury Assistant Secretary for Tax Policy Mark Mazur said in a statement.

The fight for multinational tax revenues escalated on Aug. 30 when the EU ruled Ireland was giving improper state aid to Apple in the form of a deal for low taxes. The EU ordered Apple to pay Ireland 13 billion euros ($14.6 billion) in back taxes, prompting U.S. Treasury Secretary Jack Lew to express concern the EU ruling could undermine the U.S. tax base.

Analysts have speculated whether Apple would be able to cut its U.S. tax bill by claiming foreign tax credits for its extra tax bill in Ireland.

Under normal circumstances, U.S. companies can reduce the taxes they owe the U.S. government by the value of the tax credits they claim for taxes paid abroad on foreign profits. No U.S. tax is due on those profits until they are brought into the United States, or repatriated.

The new rule will prevent companies faced with back tax bills from “splitting,” a strategy that allows companies to bring foreign tax credits into the United States without repatriating the income from which they were derived. . . .

We will, of course, keep a weather eye on the horizon on this, as Merck likely now (as of Q3 2016) has over $70 billion parked overseas. Whoosh — a busy weekend ahead! With huge overnight smiles, as my Cubbies have now clinched — and a fond remembrance of four years’ now-passed. . . . grin-worthy, indeed.


YAWN. Yet Another Continuance — Merck Vs. Merck Federal Lanham Act Name Fight Likely To Settle, Before Trial

September 15, 2016 - Leave a Response

Yes, I still strongly suspect a settlement will emerge, and long before trial, here.

As I’ve said consistently for several years, here — the two companies ought to update and restate their global agreement(s) — on naming rights, to take into account the realities of a largely borderless internet enabled 21st Century economic landscape.

And so, as each did last week, the parties are delaying yet another of the routinely scheduled status hearings, overnight, here — purportedly due to scheduling difficulties — but this date has been on the books since at least April 2016 (hmmm. . .) — so I continue to smell the distinctive odor of settlement, wafting on the fall breeezes. Here’s the letter text, filed overnight in the federal District Court in New Jersey:

. . . .We, along with Debevoise & Plimpton LLP, represent Defendant, Merck KGaA, in the above matter, and write jointly with McCarter & English, LLP and Hogan Lovells, LLP, counsel for Plaintiffs, Merck & Co., Inc. and Merck Sharp & Dohme Corp., to request that the Rule 16 Conference currently scheduled for October 7, 2016 at 10:30 a.m. be adjourned to either the afternoon of October 17, or October 18, or 24, 2016. We make this request because of schedules of counsel involved in this case.

If this is acceptable to the Court, we request that Your Honor “so order” this letter with the new date and time for the Rule 16 Conference and enter it on the docket.

If the proposed dates are unacceptable to Your Honor, please let us know some alternate dates.

Thank you for your courtesies and consideration. . . .

[Signed by a Blank, Rome partner]

Now you know. Onward. G’mornin’ to all the telecommuters out there. . . smile. . . .


Thirty Five Years Ago. . . This Day — First Woman Justice Of The US Supreme Court

September 15, 2016 - Leave a Response

That Justice O’Connor chose to stand down — to take care of her then ailing husband (now deceased) tells us as much about her character, as do any of her many published decisions.

Remember, she was (arguably, at least) one of the nine most powerful lawyers on the planet, at the height of her estimable gravitas — and yet chose to spend her husband’s last days with him, primarily as his care-giver, and companion, in Arizona.

For those unaware of her judicial legacy, this link may serve as a nice thumbnail. I disagreed with many of her published opinions, but I did find that her writings, after she left the court, were helpful in illuminating her reasoning. And in particular, her thinking on the Michigan affirmative action cases now makes a little more sense to me.

Let us next hear from the ever-cogent Dahlia Lithwick — in an earlier SCOTUSblog.com forum on Justice O’Connor’s legacy — as compared to the one Justice Kennedy is still writing for himself:

. . .It seems to me that the difference between Sandra Day O’Connor and Anthony Kennedy as swing voters comes down to two principal questions: how they swung; and on what issues.

O’Connor was unpredictable, certainly, but one always had the sense that her objective was to fix a specific problem; to stake out a middle place, a central position, that would bring together the court’s more extreme visions around her own moderating solution. Even when her proposed tests in religion, affirmative action, and abortion cases felt forced and slightly random to her critics, she was groping for the workable fix. Kennedy similarly finds that middle ground, but his purpose seems to be less to fix things than to lay markers for future cases. Kennedy uses his swing vote to make fierce and high minded pronouncements on fairness and justice and freedom. O’Connor used hers to try to get the trains back on schedule.

O’Connor was also inclined to swing left more often and on more issues, she just did it in a smaller way. She was the crucial fifth vote with the court’s liberals on campaign finance, abortion, religion, and affirmative action. In fact court watchers always marvelled at the ways in which O’Connor’s swing votes tracked public opinion. She somehow voted the polls, at least on hot-button issues. Kennedy is harder to predict and harder to track. Yet it was Kennedy who voted with the court’s liberals on a major gay-rights case and Kennedy who voted with the left to do away with the death penalty for juveniles and the mentally retarded. It’s also Kennedy that does so with an eye to foreign law and what the rest of the world is thinking. That’s why it was Kennedy who was deemed by conservatives “the most dangerous man in America” and targeted for impeachment. Studies show that O’Connor listed leftward on gender and family issues where Kennedy tilts right. Yet Kennedy will vote with the liberals on physician assisted suicide, gay rights, prison overcrowding (“dignity” issues). O’Connor just wanted things to make sense, at least for the one case before her. Kennedy wants things to be just, at least for the rest of human history. . . .

That rings true, to my ears. So today, as I sign off — I’ll simply salute her — as a trailblazer in the same way Hillary Clinton is, this election cycle — the first, in what we hope will be a long line of many more.

Here’s to Sandra Day O’Connor.

[I am wondering whether Merck will ever do anything truly news-worthy in the month of September, now.] Smile.


Fourteenth Librarian Of Congress Sworn In Today — Carla Hayden: First Woman; First African American

September 14, 2016 - Leave a Response

[We plan to feature another first, in the morning, right here as well — and that will be a look back, thirty five years on, at USSCt Justice Sandra Day O’Connor’s swearing-in ceremony.]

But today, in a separate first, Chief Justice John Roberts moments ago presided over another swearing-in — this time, of the 14th Librarian of Congress — she is a former long-time champion for the Baltimore Public Library system. She also happens to be the first African American to serve — since its founding in 1800 — as the Librarian for the largest (paper) library on the planet — the Library of Congress. Here is a bit, from local news coverage, this afternoon:

. . . .Hayden becomes the first woman and the first African-American to serve as the Librarian of Congress.

“People of my race were once punished with lashes and worse for learning to read. And as a descendant of people who were denied the right to read, to now have the opportunity to serve and lead the institution that is the national symbol of knowledge is a historic moment,” Hayden said at the ceremony.

Hayden has been a champion for Baltimore’s Enoch Pratt Free Library for 23 years. She has poured her heart and soul into the city’s libraries, leaving a lasting legacy. . . .

Now you know. Smiling broadly — ear to ear, here — so much going on — just so very little of it related to the life sciences, directly. But it happens that way, from time to time. . . grin.


A Relief-Inducing Epilogue: Scottish Nurse Pauline Cafferkey Cleared Of All Charges; Bonus Due

September 14, 2016 - Leave a Response

You may recall that we’ve been following the arc of her improbable recovery story, as an off-shoot of our coverage of the most-recent African Ebola crisis. [The vaccine used there, with unwavering success, you’ll recall, is a Merck product.]

This morning (London-time), sanity made a comeback, and the British health authorities ruled that a feverish, nearly non-conscious nurse could not (even if we were to affirmatively discredit all the eye-witness accounts) have formed the requisite mental state to “dishonestly deceive” UK health authorities (who themselves admit — they did not follow their own procedures, in deciding to allow her to travel onward, with what turned out to be an Ebola-related fever).

From this morning’s Guardian (UK) story, then — just a bit (do go read it all):

. . . .Pauline Cafferkey has been cleared of professional misconduct by a panel at the Nursing and Midwifery Council (NMC) in Edinburgh following an investigation into her return to the UK after contracting the Ebola virus.

The panel ruled that Cafferkey’s judgment had been so compromised by her developing illness that she could not be held responsible. . . concluding: “In your diminished medical state you were swept along by events.”

Describing Cafferkey as an experienced nurse, the panel concluded she would not have acted against her training unless her judgment had been seriously impaired.

“There was no evidence that you set out to mislead Public Health England by allowing an incorrect temperature to be recorded,” the ruling said. . . .

One would hope that this finding will clear the path to her now long delayed receipt of that £4,000 she is owed — for having volunteered, and heroically-so, in Sierra Leone. Smiling, but slightly puzzled here (over overnight developments), in the city of big shoulders, as I prepare to walk in under cloud dappled skies. . . Onward!


Kudos, To Kenilworth: Once Again, Merck Maintains A High Standard — On Corporate Responsibility & Inclusion

September 13, 2016 - Leave a Response

mrk-corp-resp-2016 There will be no caveats here. Merck is clearly leading the way — in life sciences. I salute Mr. Frazier for his efforts, and his execution — diversity and inclusion is clearly good business. It may have taken us 50 years to establish this fact, but no one seriously disputes that it is a fact, any longer. So — Kudos to Kenilworth.

Do go read the full 2015-16 report, but here is the bit that most interests me (given my long-prior efforts at another life-science company, and the successes we saw there):


Throughout 2015, we continued to invest in diversity-related training for our employees. Employees have access to diversity and inclusion programs, conferences, other activities, and professional development resources to ensure their and the company’s ongoing success.

Unconscious Bias Education: Using thought leadership related to unconscious bias in the workplace, all company vice presidents and above were introduced to Unconscious Bias Education (UBE) as an enabler to identify the hidden biases we all possess and to mitigate unconscious bias in processes, practices and behaviors.

Micro-Inequities: We offer employees training options to reinforce our commitment to diversity and inclusion. One in particular, micro-inequities training, helps to create a more fully inclusive work environment by providing employees with an opportunity to learn about and avoid non-inclusive behaviors.

Executive Leadership Council (ELC): We support the ELC, an organization that provides recognition, executive seminars, peer coaching and leadership opportunities to help African American mid-career and senior-level executives with their personal and professional development.

Simmons Leadership Forum: We partner with Simmons to inspire and empower women executives. We recognize that developing the leadership potential of women executives and positioning them for success delivers a tangible competitive advantage for their organizations. In so doing, we send a strong signal to our employees that we regard developing, promoting and retaining female executives very seriously.

Women’s Sponsorship Program: The goal of the Women’s Sponsorship Program is to accelerate the movement and improve the readiness and visibility of high-potential women and women of color at our company so they can attain positions of greater leadership and responsibility. This two-year engagement between the sponsor and protégée is also intended to help build the network and personal brand of high-potential women leaders and to further their development and career. During 2015, 49 sponsor-protégée pairs were enrolled in the program; 67 percent were based in U.S. businesses; the remaining 33 percent were based in Asia, Europe and Latin America. Of those protégées in the U.S., 22 percent were women of color.

Women in STEMM (Science Technology Engineering Manufacturing Marketing): We hosted two Women in STEMM conferences, one in the United States and one in Prague for our women employees. The objectives of this conference were to:

Learn how to effectively enhance leadership skills
Introduce tools and resources to help leadership skills support career aspirations
Grow a network of colleagues across different divisions and functions
Understand the value women leaders provide to the future of our company


We partner with organizations in both professional and academic settings to net the company a more diverse mix of capable talent. We also have several recruiting and outreach initiatives to seek and attract a diverse candidate pool.

Our initiative with the UNCF provides scholarship and fellowship support to outstanding African American undergraduate, graduate and postdoctoral students pursuing studies in biomedical research. Since the program’s inception in 1995, our company has committed nearly $50 million in support, awarding more than 700 scholarships. Students also serve as interns within our company’s research laboratories with our scientists serving as mentors.

We partner with Hiring Our Heroes, an organization that provides employment opportunities nationwide to veterans with disabilities. Through external media relations, the company is able to demonstrate that 80 percent of jobs in the private sector have a corresponding job in the military. Each branch of the military produces scientists, engineers, photographers and doctors, all of whom are aligned with our company’s needs. To build awareness of this opportunity, we developed a special podcast, promoted on the U.S. Chamber of Commerce website, to address the benefits of hiring a veteran. Our ability to attract and retain military veterans as prospective employees was greatly enhanced through the podcast series.

In addition, our company recruits on higher-education campuses and, as part of its diversity-recruiting mission, visits institutions that have a history of serving African American and Latino students. We recognize these pools of talent to be a priority, and have allocated time and employee resources to focus on:

Historically Black Colleges and Universities (HBCUs): e.g., Hampton University, North Carolina A&T State University
Hispanic-Serving Institutions (HSIs): e.g., University of Puerto Rico, Rutgers

Moreover, our company has strong relationships and partnerships with the following organizations to support talent development:

American Indian Science and Engineering Society (AISES)
Career Opportunities for Students with Disabilities (COSD)
National Black MBA Association (NBMBAA)
National Society for Hispanic MBAs (NSHMBA)
New Jersey National Society for Hispanic MBAs (NJNSHMBA)
Catalyst—the leading women’s research organization
Hispanic Alliance for Corporate Responsibility (HACR)
Healthcare Businesswomen’s Association (HBA)
National Urban League (NUL)
National Organization for the Professional Advancement of Black Chemists and Chemical Engineers (NOBCCHE)
ASCEND—largest nonprofit organization for pan-Asian business professionals
Out & Equal Workplace Advocates—for LGBT business professionals
USBLN─United States Business Leadership Network─driving success through disability inclusion
Society of Women Engineers (SWE), National Society of Black Engineers (NSBE), and Society for Hispanic Professional Engineers (SHPE) university chapters

Once on board, we utilize a comprehensive approach to ensure that all new employees have ample opportunities to network, build important stakeholder relationships, learn new skills, and hear the perspectives of the senior-most people in the company to broaden their insights and knowledge. We address workplace barriers to ensure full on-boarding for all employees.

One hundred percent of our Executive Committee members are mentors, helping and enabling other company employees to achieve their full potential. In addition, many employee business resource groups (EBRGs) have developed targeted mentoring for their constituents, recognizing that culture plays a role in how careers are furthered. Specifically, our Hispanos/Latino, LEAD (League of Employees of African Descent) and Women’s EBRG have formal mentoring programs. . . .

Now you know. Onward, as “we are all our brothers’ and sisters’ keepers” — walking now — on a perfect early fall morning. I’ll offer a little sweet street singing video bonus (30 seconds — entirely work safe), at right (from just yesterday afternoon), to put a bounce in your step — her pipes are. . . unsurpassed!

With green-eyes a-glowing. . . .


Technically O/T: 275 Years Ago, This Week… G. F. Handel

September 12, 2016 - Leave a Response

mrk-handel-2016 [But first, I should mention that — as expected — nothing of any real note was said by Mr. Frazier in New York this afternoon. Now that that’s out of the way. . .]

Here, we are regularly captivated by outsized achievements in the sciences. And, more than occasionally the same, in the arts. So it is, that for at least this one time, we will unabashedly-celebrate a dead white guy. Smile.

It seems fitting tonight — to mark perhaps the most enduring achievement of what was an unparalleled musical composing career. The career: G. F. Handel — the most enduring of his oratorios: “Messiah“.

That he wrote the whole thing in barely more than a month, in Dublin, Ireland, and presciently set the registers well inside the range of most average vocalists, while making a truly transformative piece of liturgical art — renders the work (in my opinion) beyond the ken of any ordinary musical composing genius — in the cleverness employed to deliver pieces so pleasing to the ear, while keeping it simple enough that my progenitors, average Irish vocalists of even modest training, might perform it — and perform it well, come the following Easter season, that of 1742.
Most of us know the rest of the history, here — of one of the most often performed works in history of classical music. But let’s hear just a bit, via YouTube:

Even Kings are known to rise to stand for this section — as we all know. . . and that — in an excellent acoustical hall — is a moment that always send chills down my spine. Every time. It never gets old. Never. Smile.


A Courageous And Noble Life, Well Lived — Snuffed Out, 49 Years Ago This Day: Human Rights History

September 12, 2016 - Leave a Response

Forty-nine years ago this morning, somewhere along a several hundred mile journey by police paddy wagon, Stephen Biko died in the custody of Apartheid-era South African police forces. He had been repeatedly beaten, suffered multiple blunt force trauma injuries, was by then suffering from severe swelling of his brain (due to the blows which caused his brain injuries) and had been comatose for several days — yet had been left naked in his cell, and denied meaningful medical attention.

However, as I wrote last month, the spark of his ultimate sacrifice — around an idea worth dying for — became an unquenchable bon-fire for equality, in South Africa. His murder led very directly to Nelson Mandela’s ascension. He died, that a supremely worthwhile idea might. . . live.

[The young leaders of BLM would do well to closely study the writings and tactics of Steve Biko and Mr. Mandela. The campaign’s effective reach might be thereby broadened.]

As I did last month (on the occasion of his arrest) I’ll ask again that we each ponder which ideas — here in our nation — should “live on.” Should we remain the most-free nation on Earth? Or should we build walls, conduct religious tests at our borders (and even more ominously, inside them)? The ideas written in our founding charter are too grand, too revolutionary, and hard-won, to sacrifice — to a thin-skinned petulant man-child.

Please — we all know so many who have died — that these ideas might live on: “out of many, one. . .” That is what our currency says (in the original Latin) — and it is in a very real sense the capital that has distinguished our nation, many times. Don’t turn your back on it, America. And do pause to thank Bantu Steve Biko, too. And thank all who came before — and after — him, who were willing to die for the ideas of pluralism, and the progress of humankind.


The eyes of the world are watching now… watching now.

It Ends (Again) — As It Began… In Silence. Deep Space Silence.

September 10, 2016 - Leave a Response

mrk-rosetta-2016 [Update: this site will fall silent on Sunday and Monday, as the fifteenth year since 9/11 comes and goes. We will honor the fallen, in silence — and resolve to demonize no genuine religious believer, as a scapegoat (though smaller minded Americans already are). End, update.] By all accounts, ESA (the European Space Agency) ran an excellent science mission with Rosetta — and little Philae. We’ve covered it from time to time.

But as is true with all good things, they do come to an end. On September 30, that time comes — for this pair.

As the unwasted grace of these waning elliptical orbits draws to a close, we will see Rosetta join Philae on the comet’s surface, albeit on the other side of the comet — and then fall silent. So it is with many pairs, initially found, then lost — separated only to be reunited, and then. . . silently slipping into eternity. Yes, that’s the sort of poetry space offers us. Here’s a bit, from ESA:

. . . .The final flyover will be complete on 24 September. Then a short series of manoeuvres needed to line Rosetta up with the target impact site will be executed over the following days as it transfers from flying elliptical orbits around the comet onto a trajectory that will eventually take it to the comet’s surface on 30 September. . . .

Now you know. In silence, too — there is solace — as they freeze, nearby — rather than burn at a distance. But as Seamus Haney said. . . after the commanded journey, there may well be no next time ’round.