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http://www.businesswire.com/news/home/20151123005580/en/Pfizer-Allergan-Combine

NEW YORK & DUBLIN--(BUSINESS WIRE)--Pfizer Inc. (NYSEFE) and Allergan plc (NYSE:AGN) today announced that their boards of directors have unanimously approved, and the companies have entered into, a definitive merger agreement under which Pfizer, a global innovative biopharmaceutical company, will combine with Allergan, a global pharmaceutical company and a leader in a new industry model – Growth Pharma, in a stock transaction currently valued at $363.63 per Allergan share, for a total enterprise value of approximately $160 billion, based on the closing price of Pfizer common stock of $32.18 on November 20, 2015. The transaction represents more than a 30 percent premium based on Pfizer’s and Allergan’s unaffected share prices as of October 28, 2015. Allergan shareholders will receive 11.3 shares of the combined company for each of their Allergan shares, and Pfizer stockholders will receive one share of the combined company for each of their Pfizer shares.

“The proposed combination of Pfizer and Allergan will create a leading global pharmaceutical company with the strength to research, discover and deliver more medicines and therapies to more people around the world,” stated Ian Read, Chairman and Chief Executive Officer, Pfizer. “Allergan’s businesses align with and enhance Pfizer’s businesses, creating best-in-class, sustainable, innovative and established businesses that are poised for growth. Through this combination, Pfizer will have greater financial flexibility that will facilitate our continued discovery and development of new innovative medicines for patients, direct return of capital to shareholders, and continued investment in the United States, while also enabling our pursuit of business development opportunities on a more competitive footing within our industry.”

“The combination of Allergan and Pfizer is a highly strategic, value-enhancing transaction that brings together two biopharma powerhouses to change lives for the better,” said Brent Saunders, Chief Executive Officer, Allergan. “This bold action is the next chapter in the successful transformation of Allergan allowing us to operate with greater resources at a much bigger scale. Joining forces with Pfizer matches our leading products in seven high growth therapeutic areas and our robust R&D pipeline with Pfizer’s leading innovative and established businesses, vast global footprint and strength in discovery and development research to create a new biopharma leader.”

Under the terms of the proposed transaction, the businesses of Pfizer and Allergan will be combined under Allergan plc, which will be renamed “Pfizer plc.” The companies expect that shares of the combined company will be listed on the New York Stock Exchange and trade under the “PFE” ticker. Upon the closing of the transaction, the combined company is expected to maintain Allergan’s Irish legal domicile. Pfizer plc will have its global operational headquarters in New York and its principal executive offices in Ireland.

Pfizer’s innovative businesses will be significantly enhanced by the addition of a growing revenue stream from Allergan’s durable and innovative flagship brands in desirable therapeutic areas such as Aesthetics and Dermatology, Eye Care, Gastrointestinal, Neuroscience and Urology. The combined company will benefit from a broader innovative portfolio of leading medicines in key categories and a platform for sustainable growth with diversified payer groups. With the addition of Allergan, Pfizer will enhance its R&D capabilities in both new molecular entities and product line extensions. A combined pipeline of more than 100 mid-to-late stage programs in development and greater resources to invest in R&D and manufacturing is expected to sustain the growth of the innovative business over the long term. Through product approvals, launches and inline performance the combined company aspires to be a leader in growth.

The combination of Pfizer and Allergan will significantly increase the scale of Pfizer’s established business, and their complementary capabilities will maximize the combined established portfolio. The addition of Allergan’s Women’s Health and Anti-Infectives portfolio will add depth to Pfizer’s established business, and Pfizer will expand the reach of Allergan’s established portfolio using its existing commercial capabilities, infrastructure and global scale. In addition, Allergan brings topical formulation, manufacturing and its Anda distribution capabilities to the combined company.

As a result of the combination with Allergan and subsequent integration of the two companies, Pfizer now expects to make a decision about a potential separation of the combined company’s innovative and established businesses by no later than the end of 2018.

Financial Highlights

Pfizer anticipates the transaction will deliver more than $2 billion in operational synergies over the first three years after closing. Pfizer anticipates that the combined company will have a pro forma Adjusted Effective Tax Rate1 of approximately 17%-18% by the first full year after the closing of the transaction. The transaction is expected to be neutral to Pfizer’s Adjusted Diluted EPS1 in 2017, modestly accretive beginning in calendar year 2018, more than 10% accretive in 2019 with high-teens percentage accretion in 2020. These expectations include the impact of expected share repurchases following the transaction. The combined company is expected to generate annual operating cash flow in excess of $25 billion beginning in 2018.

The transaction is not expected to have an impact on Pfizer’s existing dividend level on a per share basis. It is expected that the combined company will use its combined cash flow to continue to support an attractive dividend policy, targeting a payout ratio of approximately 50% of Adjusted Diluted EPS.1

Independent of the transaction and consistent with 2015, Pfizer anticipates executing an approximately $5 billion accelerated share repurchase program in the first half of 2016. Pfizer has approximately $5.4 billion remaining under its previously announced repurchase authorization.

Transaction Details

The completion of the transaction, which is expected in the second half of 2016, is subject to certain conditions, including receipt of regulatory approval in certain jurisdictions, including the United States and European Union, the receipt of necessary approvals from both Pfizer and Allergan shareholders, and the completion of Allergan’s pending divestiture of its generics business to Teva Pharmaceuticals Ltd., which Allergan expects will close in the first quarter of 2016.

Pursuant to the terms of the merger agreement, the Allergan parent company will be the parent company of the combined group. A wholly owned subsidiary of Allergan will be merged with and into Pfizer, and subject to receipt of shareholder approval, the Allergan parent company will be renamed “Pfizer plc” after the closing of the transaction. Immediately prior to the merger, Allergan will effect an 11.3-for-one share split so that each Allergan shareholder will receive 11.3 shares of the combined company for each of their Allergan shares, and the Pfizer stockholders will receive one share of the combined company for each of their Pfizer shares. Pfizer’s U.S. stockholders will recognize a taxable gain, but not a loss, for U.S. federal income tax purposes. The transaction is expected to be tax-free for U.S. federal income tax purposes to Allergan shareholders.

Pfizer stockholders will have the opportunity to elect to receive cash instead of stock of the combined company for some or all of their Pfizer shares, provided that the aggregate amount of cash to be paid in the merger will not be less than $6 billion or greater than $12 billion. In the event that the aggregate cash to be paid in the merger would otherwise be less than $6 billion or greater than $12 billion, then the stock and cash elections will be subject to proration.

Following the transaction, and assuming that all $12 billion of cash is paid in the merger, it is expected that former Pfizer stockholders will hold approximately 56% of the combined company and Allergan shareholders will own approximately 44% of the combined company on a fully diluted basis.

Governance and Leadership

Pfizer plc’s board is expected to have 15 directors, consisting of all of Pfizer’s 11 current directors and 4 current directors of Allergan. The directors from Allergan will be Paul Bisaro, Allergan’s current Executive Chairman, Brent Saunders, Allergan’s current Chief Executive Officer (CEO), and two other directors from Allergan to be selected at a later date. Ian Read, Pfizer’s Chairman and CEO, will serve as Chairman and CEO of the combined company. Brent Saunders will serve as President and Chief Operating Officer of the combined company. He will be responsible for the oversight of all Pfizer and Allergan’s combined commercial businesses, manufacturing and strategy functions.

Guggenheim Securities, Goldman, Sachs & Co., Centerview Partners and Moelis & Company are serving as Pfizer’s financial advisors for the transaction, with Wachtell, Lipton, Rosen & Katz, Skadden, Arps, Slate, Meagher & Flom LLP and A & L Goodbody acting as its legal advisors.

J.P. Morgan and Morgan Stanley are serving as Allergan’s financial advisors for the transaction with Cleary Gottlieb Steen & Hamilton LLP, Latham & Watkins LLP and Arthur Cox acting as its legal advisors.

Conference Call

Pfizer Inc. invites investors and the general public to view and listen to a webcast of a live conference call with investment analysts at 8:30 a.m. EST on Monday, November 23, 2015.

To view and listen to the webcast visit our web site at www.Pfizer.com and click on the “Pfizer Analyst and Investor Call to Discuss Proposed Combination with Allergan” link in the For Investors section located on the lower right-hand corner of that page, or directly at https://www.webcaster4.com/Webcast/Page/748/11982. Information on accessing and pre-registering for the webcast will be available at www.Pfizer.com beginning today. Participants are advised to pre-register in advance of the conference call.

You can also listen to the conference call by dialing either (866) 246-2545 in the United States and Canada or (631) 485-4476 outside of the United States and Canada. The password is “Analyst Call”. Please join the call five minutes prior to the start time to avoid operator hold times.

About Pfizer

At Pfizer, we apply science and our global resources to bring therapies to people that extend and significantly improve their lives. We strive to set the standard for quality, safety and value in the discovery, development and manufacture of health care products. Our global portfolio includes medicines and vaccines as well as many of the world's best-known consumer health care products. Every day, Pfizer colleagues work across developed and emerging markets to advance wellness, prevention, treatments and cures that challenge the most feared diseases of our time. Consistent with our responsibility as one of the world's premier innovative biopharmaceutical companies, we collaborate with health care providers, governments and local communities to support and expand access to reliable, affordable health care around the world. For more than 150 years, Pfizer has worked to make a difference for all who rely on us. To learn more, please visit us at www.pfizer.com.

About Allergan

Allergan plc (NYSE: AGN), headquartered in Dublin, Ireland, is a unique, global pharmaceutical company and a leader in a new industry model – Growth Pharma. Allergan is focused on developing, manufacturing and commercializing innovative branded pharmaceuticals, high-quality generic and over-the-counter medicines and biologic products for patients around the world.

Allergan markets a portfolio of best-in-class products that provide valuable treatments for the central nervous system, eye care, medical aesthetics, gastroenterology, women's health, urology, cardiovascular and anti-infective therapeutic categories, and operates the world's third-largest global generics business, providing patients around the globe with increased access to affordable, high-quality medicines. Allergan is an industry leader in research and development, with one of the broadest development pipelines in the pharmaceutical industry and a leading position in the submission of generic product applications globally.

With commercial operations in approximately 100 countries, Allergan is committed to working with physicians, healthcare providers and patients to deliver innovative and meaningful treatments that help people around the world live longer, healthier lives.

For more information, visit Allergan's website at www.allergan.com

Guidance indicates the tax rate will decline from 25% to 17%, Pfizer revenue is around $49B.

 

[MidgarBlowedUp]

Greed.. Uh.. Finds a way.

 

[Phat Michael]

Greed.. Uh.. Finds a way.

why is it greedy to want to pay less tax? Who volunteers to pay more?

 

[Stencil]

So... is this... Good or bad for us consumers?

 

[FyreWulff]

why is it greedy to want to pay less tax? Who volunteers to pay more?

Because we, the taxpayers, pay for the stuff they sell.

They should be paying back into the system that let them exist in the first place.

 

[GaimeGuy]

Because we, the taxpayers, pay for the stuff they sell.

They should be paying back into the system that let them exist in the first place.

And they sure as hell shouldn't be paying lower taxes than me.

 

[numble]

And they sure as hell shouldn't be paying lower taxes than me.

That's an odd sentiment--in almost all developed countries with socialist policies like free university and health care, the corporate tax rate is almost always very low (most are lower than the US rate), and definitely lower than individual income tax rates. They also usually have a national VAT/GST.

 

[Phat Michael]

Because we, the taxpayers, pay for the stuff they sell.

They should be paying back into the system that let them exist in the first place.

So what? they are following the law and being more profitable - they are paying taxes, the amount the law specifies right? so what is wrong with this and why are they being greedy?

Their responsibility is to the board and shareholders - that means maximising profits - so this move will mean less taxes and more money for them.

 

[airmangataosenai]

I hope not.

 

[Hexa]

Greed.. Uh.. Finds a way.

It isn't even greed. Corporations aren't people. They can't be 'greedy' or anything of the sort. They simply do what's in their best interests like clockwork (though with varying levels of competence). They're not that hard to understand. The people to blame are those that expect them to do anything different in a system that encourages them to do certain things. They won't.

 

[lazygecko]

The cyberpunk megacorp future is imminent at this point.

 

[show me your skeleton]

So what? they are following the law and being more profitable - they are paying taxes, the amount the law specifies right? so what is wrong with this and why are they being greedy?

Their responsibility is to the board and shareholders - that means maximising profits - so this move will mean less taxes and more money for them.

wow, alright mr pfizer.

 

[Phat Michael]

Btw why does the OP say they now are free from paying taxes? From what it says it seems a reduction of 8%?

 

[liquidtmd]

IRELAND, SORT YOUR FUCKING SHIT OUT WITH THIS TAX DODGING BOLLOCKS.

 

[Phat Michael]

wow, alright mr pfizer.

yes. Following laws makes me Mr Pfizer. Well done.

 

[davepoobond]

That's an odd sentiment--in almost all developed countries with socialist policies like free university and health care, the corporate tax rate is almost always very low (most are lower than the US rate), and definitely lower than individual income tax rates. They also usually have a national VAT/GST.

Good news I guess, cause they get all of the benefits and we dont

 

[neogaffer1]

yes. Following laws makes me Mr Pfizer. Well done.

you can't just sit there and say a multibillion dollar corporation doing some corporate level moves to pay less taxes doesn't come off as a bit scummy.

 

[HariKari]

That's an odd sentiment--in almost all developed countries with socialist policies like free university and health care, the corporate tax rate is almost always very low (most are lower than the US rate), and definitely lower than individual income tax rates. They also usually have a national VAT/GST.

Employees in those countries enjoy benefits and protections Americans can only dream about. Companies also probably actually pay their tax, not use creative loopholes to deduct it down to nothing or keep it overseas.

 

[Phat Michael]

you can't just sit there and say a multibillion dollar corporation doing some corporate level moves to pay less taxes doesn't come off as a bit scummy.

I honestly dont see it as bad at all. Im not a fan of tax, i havent paid any for the last 11 years since i moved from Australia. I think all these forms of tax arent great, but high corporate taxes actively incentivise companies to either move abroad or do what Pfizer does here.

I dont see it as greedy or scummy - i just see it as a smart business move.

I say things like environmental coverups on oil spills or what VW did with their emissions test as "scummy" - this is just doing business properly.

 

[Shuggananas]

Praise capitalism
Geez

 

[raphier]

Btw why does the OP say they now are free from paying taxes? From what it says it seems a reduction of 8%?

longtermit wil play in their favor.

Pfizer’s U.S. stockholders will recognize a taxable gain, but not a loss, for U.S. federal income tax purposes. The transaction is expected to be tax-free for U.S. federal income tax purposes to Allergan shareholders.

 

[liquidtmd]

I honestly dont see it as bad at all. Im not a fan of tax, i havent paid any for the last 11 years since i moved from Australia. I think all these forms of tax arent great, but high corporate taxes actively incentivise companies to either move abroad or do what Pfizer does here.

I dont see it as greedy or scummy - i just see it as a smart business move.

I say things like environmental coverups on oil spills or what VW did with their emissions test as "scummy" - this is just doing business properly.

Well it's greedy and scummy.

If you use any form of service, utility, transport or product subsidized by the taxpayer you are a scumbag.

 

[subrock]

why is it greedy to want to pay less tax? Who volunteers to pay more?

taxes aren't meant as a punishment. They are supposed to be fairly distributed so everyone pays a little for the greater good. Finding loopholes to pay less, especially as a giant corporate entity, is greedy.

 

[Tabris]

I have 0 issue with corporate tax rates being low and I am a socialist.

Low corporate tax rates may produce dead money in cash reserves once in a while but often produces either growth initiatives or profit payouts. Either way, the money feeds back into the economy.

Now where the issue is, the people who then receive that money via new job creation or payouts and bonuses, that's where the taxing should occur. Capital gains needs to be higher. Higher earners should contribute more to society. And it should be much harder to sit on money by increasing things like estate tax.

People create dead money way more then corporations do. Rarely do corporations sit on cash reserves and in the end, they are usually earmarked for future investments that will continue to benefit the economy.

Doesn't make economic sense to tax corporations a large amount. Just enough to cover the costs of supporting those corporations in the country.

This, again, coming from a socialist.

 

[numble]

Employees in those countries enjoy benefits and protections Americans can only dream about. Companies also probably actually pay their tax, not use creative loopholes to deduct it down to nothing or keep it overseas.

That really is untrue. The biggest corporate taxpayers in these countries are multinational companies, like the two companies in the OP. Pfizer sells drugs in those countries as well.

I think you need to further explore the corporate tax policies of developed countries before further commenting. Your comment about "keeping it overseas" indicates a lack of knowledge--most developed countries like Canada, UK, Japan, Germany, etc. do not tax income of companies earned overseas, so there is no reason for them to "use creative loopholes"--the law itself allows them to exempt the income from taxation.

IRELAND, SORT YOUR FUCKING SHIT OUT WITH THIS TAX DODGING BOLLOCKS.

Ireland is already sorting out their specific tax issues. For inversions, I don't think the goal is Ireland, but rather any country that doesn't tax foreign income. That's why we've seen inversions to Canada and the UK. The most notable inversions of the last 5 years don't particularly highlight Ireland as a destination:

Actavis to Ireland, 2013
Liberty Global to the United Kingdom, 2013
Burger King to Canada, 2014
Medtronic to Ireland, 2015
Mylan to the Netherlands, 2015
Applied Materials to the Netherlands (current)
Arris Group to the UK (current)

 

[legend166]

I have 0 issue with corporate tax rates being low and I am a socialist.

Low corporate tax rates may produce dead money in cash reserves once in a while but often produces either growth initiatives or profit payouts. Either way, the money feeds back into the economy.

Now where the issue is, the people who then receive that money via new job creation or payouts and bonuses, that's where the taxing should occur. Capital gains needs to be higher. Higher earners should contribute more to society. And it should be much harder to sit on money by increasing things like estate tax.

People create dead money way more then corporations do. Rarely do corporations sit on cash reserves and in the end, they are usually earmarked for future investments that will continue to benefit the economy.

Doesn't make economic sense to tax corporations a large amount. Just enough to cover the costs of supporting those corporations in the country.

This, again, coming from a socialist.

That's usually the case, but then you get a company like Apple who seems to be on a goal to get to $1 trillion in cash reserves for no discernable reason.

I was reading an article on the Economist about this today that basically blamed America's tax system for this kind of thing. Something about a worldwide tax system and too high corporate tax rates.

 

[GAMEPROFF]

I honestly dont see it as bad at all. Im not a fan of tax, i havent paid any for the last 11 years since i moved from Australia.

How can you live anywhere and dont pay taxes?

 

[numble]

That's usually the case, but then you get a company like Apple who seems to be on a goal to get to $1 trillion in cash reserves for no discernable reason.

I was reading an article on the Economist about this today that basically blamed America's tax system for this kind of thing. Something about a worldwide tax system and too high corporate tax rates.

This article? It does make the case that more and more foreign companies will be buying up American companies because of the tax savings:

http://www.economist.com/news/leade...oblems-americas-corporate-tax-regime-inverted

This month alone, Terex, a cranemaker, has announced a deal with Konecranes that will move its headquarters to Finland; and CF Industries, a fertiliser-maker, and Coca-Cola Enterprises, a bottler, have unveiled transactions in which they will redomicile in Britain. Policymakers are talking about making inversions even harder. The perverse consequence would be to make it more likely that taxes and jobs will leave America.

The boardroom case for inversions stems from America’s tax exceptionalism. It levies a higher corporate-tax rate than any other rich country—a combined federal-and-state rate of 39%, against an OECD average of 25%. And it spreads its tentacles worldwide, so that profits earned abroad are also subject to American taxes when they are repatriated. To this problem, the tinkering of officials is no answer at all. Making it hard for American firms to invert does precisely nothing to alter the comparative tax advantages of changing domicile; it just makes it more likely that foreign firms will acquire American ones. That, indeed, is precisely what is happening.

Salix, an American drugs firm that was seeking to invert before last year’s saga, has since been bought by a Canadian company called Valeant, which reckons it can save more than half a billion dollars in tax over five years by changing Salix’s domicile. Shire, an Irish drugs firm, has turned from prey to predator: once the target of an American company called AbbVie, it is now hunting Illinois-based Baxalta and dangling tax savings as part of the rationale for the deal. Since the start of the year foreign firms have announced acquisitions of American targets worth $315 billion, according to S&P Capital IQ, a data provider. The annual record, set in 2007, is $326 billion.

Getting territorial
Tax is not the only factor in these deals, but it plays a big part. At the moment, the earnings that American firms keep abroad ($2.1 trillion and counting) act like a magnet for tax-advantaged acquirers. Research suggests that the higher the amount of these locked-out earnings, the more likely it is that an American firm will be snapped up by a foreign one. If American policymakers really worry about losing out to lower-tax environments, they should get rid of the loopholes that infest their tax rules, drop the corporate-income tax rate and move to a territorial system.

That would have three effects. First, trapped foreign earnings would be more likely to come back to America. Second, American firms would be more likely to buy than be bought: a 2013 paper reckoned that switching from a worldwide system of taxation to a territorial one would result in a 17% jump in cross-border acquisitions by American firms. Third, jobs would be less likely to flow abroad. Moving domiciles may once have been about moving the office nameplate, but as attitudes to tax avoidance harden, changes of corporate control will increasingly involve senior people upping sticks.

It is hard for American politicians to explain to voters that taxing firms’ foreign earnings is a poor idea. So Mr Obama has instead proposed taxing foreign profits at a lower rate, whether or not the money is repatriated. Alas, that would only cement the advantages of foreign ownership. How unAmerican.

 

[Nomad Blue]

How can you live anywhere and dont pay taxes?

No income tax in some countries in the Middle East.

 

[GAMEPROFF]

No income tax in some countries in the Middle East.

OK And there also no tax on stuff you can buy? Here in Germany, on everything you can buy is 7% or 19% taxes, depending on what you are buying.

 

[Nomad Blue]

OK And there also no tax on stuff you can buy? Here in Germany, on everything you can buy is 7% or 19% taxes, depending on what you are buying.

There's no sales tax in Qatar and UAE iirc. The only tax I can think of is at hotels/bars

 

[GAMEPROFF]

There's no sales tax in Qatar and UAE iirc. The only tax I can think of is at hotels/bars

OK, so how does the state make money? 100% via oil export?

 

[Phat Michael]

How can you live anywhere and dont pay taxes?

Sorry I meant income tax. I'm sure there are a lot little charges we have here that could be seen as taxes.

I live in Dubai, UAE. So yeah I take home 100% of my salary and never pay income tax or have to do a tax return or anything.

 

[Nomad Blue]

OK, so how does the state make money? 100% via oil export?

As far as I know yes, as well as, I think, profits from companies like the Abu Dhabi Investment Authority.

 

[Discotheque]

Sorry I meant income tax. I'm sure there are a lot little charges we have here that could be seen as taxes.

I live in Dubai, UAE. So yeah I take home 100% of my salary and never pay income tax or have to do a tax return or anything.

are you planning on saving for retirement with that career and moving out or staying there?

if your living expenses aren't so bad that shit could be mad lucrative for you

 

[SomedayTheFire]

IRELAND, SORT YOUR FUCKING SHIT OUT WITH THIS TAX DODGING BOLLOCKS.

This is not to do with our "problems" of tax dodging. Pfizer will actually be paying out rate of corporate tax, it's just exempt in america as the law states they can't pay tax on overseas revenue. They are not free from the need to pay taxes altogether, just in america. They need to pay those taxes in Ireland.

 

[SuperHans]

Pfizer employs around 3,200 people at six sites in Ireland. Allegan I think another 1000. Great news for the Irish treasury. Worth over €460 Million in taxes per year.

Bad news on the US side of course and really profits made in a country should be subject to Tax there. But it's not an Irish problem its a global one.

 

[liquidtmd]

This is not to do with our "problems" of tax dodging. Pfizer will actually be paying out rate of corporate tax, it's just exempt in america as the law states they can't pay tax on overseas revenue. They are not free from the need to pay taxes altogether, just in america. They need to pay those taxes in Ireland.

I hear you entirely but its pure semantics. They are cynically restructuring and doing the minimal to get their business recognised to be an Irish operation so they qualify to pay their legally recognised rates.

http://www.forbes.com/sites/taxanalysts/2013/11/06/if-ireland-is-not-a-tax-haven-what-is-it/

I fully understand the argument that people will say 'we are complying with the letter of the law, if the law if wrong they should change the law' and that's fine, but it's exasperating. The mechanics of taxation may be very flawed but the underlying principles that it goes to fund and support social infrastructure is one that is depressing to take a mercenary, cynical, legal-ese attitude towards complying with.

 

[Bradach]

Ian Read, Pfizer’s Chairman and CEO, will serve as Chairman and CEO of the combined company.

I don't understand why they are not called out on this.

The main role of the chairman is to question and challenge the decisions the CEO and the exec board.

It's such bad corporate governance. I'm very suspicious of companies that end up with this structure

 

[jerry1594]

yes. Following laws makes me Mr Pfizer. Well done.

As if the laws aren't bought and dictated by multinational corporations.

 

[SomedayTheFire]

I hear you entirely but its pure semantics. They are cynically restructuring and doing the minimal to get their business recognised to be an Irish operation so they qualify to pay their legally recognised rates.

http://www.forbes.com/sites/taxanalysts/2013/11/06/if-ireland-is-not-a-tax-haven-what-is-it/

I fully understand the argument that people will say 'we are complying with the letter of the law, if the law if wrong they should change the law' and that's fine, but it's exasperating. The mechanics of taxation may be very flawed but the underlying principles that it goes to fund and support social infrastructure is one that is depressing to take a mercenary, cynical, legal-ese attitude towards complying with.

Oh aye, but there's nothing Ireland can do to "fix" this other than raise our corporate tax, which isn't particularly feasible. I thought you were referring to the double irish tax avoidance.

the funniest (saddest) thing about this is if you look at the history of Allergan, it's just a list of US companies that have done this multiple times.

 

[Always-honest]

Ah nice. So it will be cheaper for consumers? Right? Right?

 

[numble]

I don't understand why they are not called out on this.

The main role of the chairman is to question and challenge the decisions the CEO and the exec board.

It's such bad corporate governance. I'm very suspicious of companies that end up with this structure

The role of the board is to do that. The Chairman can just preside over the meetings. They can have board committees to deal with specific items.

Technically, the shareholders vote on the board members and the board members select the chairperson. If shareholders disagreed with having a single person dual-occupy the CEO/chairman seat, they can elect other board members.

 

[2700]

I have 0 issue with corporate tax rates being low and I am a socialist.

Low corporate tax rates may produce dead money in cash reserves once in a while but often produces either growth initiatives or profit payouts. Either way, the money feeds back into the economy.

Now where the issue is, the people who then receive that money via new job creation or payouts and bonuses, that's where the taxing should occur. Capital gains needs to be higher. Higher earners should contribute more to society. And it should be much harder to sit on money by increasing things like estate tax.

People create dead money way more then corporations do. Rarely do corporations sit on cash reserves and in the end, they are usually earmarked for future investments that will continue to benefit the economy.

Doesn't make economic sense to tax corporations a large amount. Just enough to cover the costs of supporting those corporations in the country.

This, again, coming from a socialist.

Broadly agree with this post, shareholders in general do not tolerate companies to sit on huge cash piles.

 

[numble]

I hear you entirely but its pure semantics. They are cynically restructuring and doing the minimal to get their business recognised to be an Irish operation so they qualify to pay their legally recognised rates.

http://www.forbes.com/sites/taxanalysts/2013/11/06/if-ireland-is-not-a-tax-haven-what-is-it/

I fully understand the argument that people will say 'we are complying with the letter of the law, if the law if wrong they should change the law' and that's fine, but it's exasperating. The mechanics of taxation may be very flawed but the underlying principles that it goes to fund and support social infrastructure is one that is depressing to take a mercenary, cynical, legal-ese attitude towards complying with.

You are linking to a 2013 article. Ireland announced in 2014 that they are phasing out the double Irish structure that makes it considered to be a "tax haven".

 

[Phat Michael]

are you planning on saving for retirement with that career and moving out or staying there?

if your living expenses aren't so bad that shit could be mad lucrative for you

Living expenses are high (Dubai aint cheap). But i have no dependents.

I invest in index/mutual funds - i put about $2K a month with a 50/50 split between US/World Markets. That is for retirement.

Will retire in Malaysia using the "Malaysia as my 2nd home" plan.

Healthcare and a lot of other stuff for me is free - but rent is pretty high i guess.

 

[Bradach]

The role of the board is to do that. The Chairman can just preside over the meetings. They can have board committees to deal with specific items.

Technically, the shareholders vote on the board members and the board members select the chairperson. If shareholders disagreed with having a single person dual-occupy the CEO/chairman seat, they can elect other board members.

But its the chairman that controls the agenda of the meetings and the meetings themselves.

Do you honestly think that there would be a proper discussion of any irregularities under a structure such as this? There's a reason that best practice says these two roles should not be occupied by the same person.

 

[liquidtmd]

You are linking to a 2013 article. Ireland announced in 2014 that they are phasing out the double Irish structure that makes it considered to be a "tax haven".

Interesting. Thank you. I lived in Ireland in the 2000s for five years and moved away. Seems I'm behind the times.

 

[numble]

But its the chairman that controls the agenda of the meetings and the meetings themselves.

Do you honestly think that there would be a proper discussion of any irregularities under a structure such as this? There's a reason that best practice says these two roles should not be occupied by the same person.

They usually have board committees that meet separately that can handle some things. I think if the shareholders want the CEO to chair the meetings, it shouldn't be prohibited. The same votes that control the selection of the chair control the selection of the CEO anyway.

 

[ShadowKingpin]

That's an odd sentiment--in almost all developed countries with socialist policies like free university and health care, the corporate tax rate is almost always very low (most are lower than the US rate), and definitely lower than individual income tax rates. They also usually have a national VAT/GST.

You sure? Socialist countries spark higher corporate tax rates.

So what? they are following the law and being more profitable - they are paying taxes, the amount the law specifies right? so what is wrong with this and why are they being greedy?

Their responsibility is to the board and shareholders - that means maximising profits - so this move will mean less taxes and more money for them.

You literally just described the major thing wrong with the American system. Because it's legal in a system that is rigged for the rich and powerful (Loopholes and such that remain open), it's ok to you. Those companies should be required far higher taxes than I into the system for the insane profits they make.