Pfizer Acquisition of Astra Zeneca on Hold

The decision ends a month-long public fight between two of the world’s biggest pharmaceutical companies that sparked political concerns on both sides of Atlantic over jobs and corporate tax maneuvers.

Our US correspondents have raised the question of corporate taxes.  Clearly part of Pfizer’s interest in this merger is to move its headquarters to gain tax advantages.  Over and over we see American companies, who did 80 per cent of their business in the US, locating headquarters in countries that offer tax relief.

Is it time to ask whether we should remove corporate taxes altogether and just tax dividends.  Pressure to make the company look good often leads to these tax-motivated moves.  If taxes were not part of this calculation, would the government get more revenue of the holders of a company’s equity?  Worth asking, we think.

 US Corporate Tax Strategy

A Bank for People Under 21

The Young American Bank of Denver, Colorado was founded to address the problem of financial illiteracy.  These bankers believe that it is never too early to start teaching children about money.  They provide savings accounts, certificated of deposit, checking accounts, ATM cards, debit cards, internet banking, credit cards and business loans.

These are all delivered with a rich program to explain what each financial instrument it, and to help children prepare to launch in the world.  Summer classes, camps and personal finance programs gets kids on their way to financial literacy.  Their Saturday “money matters” classes are free.

Young Americans Bank is a for-profit entity, but their financial programs are non-profits.  Is this an idea that has traction?

Young People Banking

Young People Banking

The Future of the Indian Economy

Gita Gopinath and Iqbal Dhaliwal write about an economic roadmap for India:  Asked about how he was going to address the sluggish economy, incoming prime minister Narenda Modi simply said, “Our GDP should grow.”

The authors argue these five facts hold the key to India’s economy:

1.  When the capital stock, including the infrastructure, is deficient, invest in it.

2.  Nurture industrial growth, which has languished far behind China’s.

3.  Improve the ease of doing business in India, which is in a precipitous fall on the world scales.

4.  Fiscal disciplne requires that India, as an emerging nation, make a commitment to keeping fiscal deficits in check.

5.  Improve learning and boost preventive health care.

A tall order, but Modi seems committed to helping India take its place in the world markets.

Jumpstarting the Indian Economy

Nexus between Credit Suisse and Swiss Ukraine Crisis Sanction

Our correspondent Andreas Frank writes:  US Attorney General Eric Holder met with Eveline Widmer-Schlumpf, his counterpart from Switzerland, as investigators cracked down on Swiss banks that help US customers avoid paying taxes.

Widmer-Schlumpf was accompanied by State Secretary Jacques de Watteville as well as representatives of the Federal Department of Foreign Affairs and the Federal Department of Justice and Police. The talks with Mr. Holder focused on the current US programme to settle the tax dispute for category 2, 3 and 4 banks, as well as the ongoing US criminal investigations concerning category 1 banks domiciled in Switzerland.

Switzerland is committed to ensuring with the US authorities a fair and balanced procedure in accordance with the principle of proportionality in order to prevent Swiss banks from being treated worse than other banks.

US officials were tight-lipped about the content of the meeting between Holder and Eveline Widmer-Schlumpf, but confirmed that the US probe into the Credit Suisse bank was discussed.

The day the Swiss negotiated with the DOJ “a fair and balanced treatment of Credit Swiss”, Switzerland added 15 individuals to a list of people who are subject to business restrictions and travel bans because of their involvement with the crisis in Ukraine, a move that follows the expansion of European Union sanctions.

Swiss authorities said financial institutions in the Alpine country could no longer do business with Russian Deputy Prime Minister Dmitry Kozak, Russian military head Valery Gerasimov and the leaders of separatist groups that have seized buildings in eastern Ukrainian. The expansion means 48 people are now subject to restrictions.

Europe and the U.S. announced new sanctions in late April in response to Russia’s actions in Ukraine. EU sanctions focus on individuals but U.S. sanctions also target banks and other companies.

The Swiss announcement is a reversal of the Swiss Federal Council’s March 26 decision not to impose sanctions against Russia for its seizure of Crimea, claiming it wanted to find a “balance” between international law and Switzerland’s interests.

It is obvious that pledges given by the DOJ to the Swiss in the Credit Swiss case tipped the balance in favour of Switzerland joining the EU sanctions.

Sanctions

Credit Suisse Pleas Criminal Guilt. Too Big To Jail.

Credit Suisse AG has pleaded guilty to helping wealthy Americans evade taxes in offshore havens, and the Swiss bank has agreed to pay U.S. authorities $2.6 billion in penalties, the Justice Department has announced.

For the big banks, these fines are simply the cost of doing business.

Attorney General Eric Holder told a news conference in Washington on Monday that the Swiss bank had “engaged in an extensive and wide-ranging conspiracy … to help tax cheats dodge U.S. taxes.”

Holder said the conspiracy spanned decades and involved bank employees destroying records in an effort to hide the truth and that the destruction of evidence continued after the Justice Department launched its investigation in 2010.

The conspiracy charge was filed in a criminal information, which is a charging document that can only be filed with a defendant’s consent and which typically signals a guilty plea.  The penalties will be paid to the Justice Department and to regulators.  Citing an unnamed source, The Wall Street Journal says that Credit Suisse’s Dougan and Chairman Urs Rohner will retain their jobs as part of the settlement.

Credit Suisse is not the first bank to make such a settlement. In 2009, UBS agreed to pay $780 million to U.S. authorities and to identify the names of its U.S. account holders. In 2013, Switzerland’s Wegelin & Co. paid $57.8 billion after pleading guilty to aiding tax evasion.

Too Big to Jail

Medicare Fraud Money Pumped Into Cuban Banks

Our correspondent Andreas Frank writes:  A Miami man has been arrested in an unprecedented money-laundering case that alleges some part of $238 million gained from Medicare fraud was secretly pumped into the Cuban banking system.  Caribbean Transfers. is suspected of bankrolling a Florida check-cashing business that prosecutors say cashed checks for Medicare fraud offenders and transferred the dirty dollars through Canada to Cuba.

The revised indictment alleges that as much as $238 million in stolen Medicare proceeds were laundered in the scheme, but it does not say how much was believed to have ended up in Cuba’s national bank. The indictment further alleges that the Perez brothers laundered some of those dollars through Caribbean Transfers’ bank accounts in Canada and other locations.

The initial indictment, which made national headlines, alleged that $70 million in tainted Medicare profits were laundered by 70 healthcare operators through the Naples check-cashing business of Oscar L. Sanchez, who has pleaded guilty and is serving a 4 ½-year prison sentence.

Prosecutor Ron Davidson has alleged that about half of that amount was transferred through Canada into Cuba, and described Caribbean Transfers as a sort of offshore Western Union. The company, which closed its doors in 2012, claimed it specialized in remittances to Cuba, the Dominican Republic and other countries.

Caribbean Transfers, meanwhile, has claimed that it did nothing wrong but acknowledged that money from the Medicare fraud had “contaminated” its legitimate remittances to the island.

Caribbean Transfers has not identified the remittance company, but sources close to the investigation say it was La Bamba, which also cashed checks. La Bamba owner Juan René Caro is serving 18 years in prison for making false reports of money transfers.

Caribbean Transfers said it does not operate in the United States, but added that the money from the Miami remittance company “contaminated” its own legal transfers of money to the island.

“Our company does not steal, does not defraud and does not move the money of fraudsters to Cuba. What we do is to transfer the money of families to Cuba,” the statement said. “You can ask the more than 150,000 clients who have received our service of remittances to Cuba if at any time they have not received the assistance that is sent to them.”

The statement said that the documentation needed to prove that the accusations against Jorge Perez de Morales are false is being prepared and that it will be presented “before the proper authorities” when it is ready.

Cuban Banks

Boardroom Justice?

Lucy P. Marcus writes:  There is a real danger that corporate leaders, making decisions that seem correct behind closed doors, end up being tone-deaf in a soundproof room. It is clear that board members are often deeply disconnected from the world’s economic and social realities.
Consider executive pay packages. Board remuneration committees can explain them logically with complex formulas to justify them, and yet often they are completely out of line with common sense.
Board members need to rethink what they are doing in those rooms, and here individual directors’ guiding principle should be the “veil of ignorance” proposed by the political philosopher John Rawls in his 1971 treatise A Theory of Justice. Rawls proposed the veil of ignorance as a way to derive principles of social justice to which anyone who did not know in advance their identity and position in society would consent.
How would the veil of ignorance work in a boardroom? Board directors’ role is not simply to ensure return on investment; it is also to make decisions with due consideration for the community, employees, suppliers, consumers, and even the overall economy. The decisions made in that room have an impact beyond the company, so it is not just shareholders who hold board members accountable for their choices.
In order for board directors and senior executives to make judicious decisions, they cannot think only about whether they will directly benefit. As in Rawls, if we imagined that we did not know who we are or where we stand in society – whether we are rich or poor, male or female, young or old, CEO or shop-floor worker – our decisions would be more ethically grounded. The veil of ignorance changes the nature of the discussion on almost every issue, from executive pay, wage discrepancies, and working conditions to long-term strategy, succession planning, and much more.
Many issues that should be viewed through the veil of ignorance fall into the categories of environmental sustainability, social equity, and corporate governance. For example, if we didn’t know whether we would be working long days at a fast-food counter or overseeing the entire organization, we would think differently about compensation structures and the ever increasing gap between the most senior management and the most junior staff members. If we didn’t know whether we would be working on a factory floor in Bangladesh or in a shiny head office in the United States, no one would disavow responsibility for the health and safety of Bangladeshi workers.
The list goes on. If board members were making choices from behind the veil of ignorance –not knowing their position in the company – they would want everyone to have opportunities to implement change or be entrepreneurial. Not knowing whether they were male or female, they would ensure pay equity and better policies concerning parental leave and child care.
Likewise, knowing that they might be the customer would make them look differently at cost-cutting measures that weaken product testing and consumer protection. If they believed that they might live in a community affected by an oil spill, they would want robust, not minimal, environmental safety standards, and they would not seek to circumvent the rules.
There is a danger of taking this thought experiment too far. Getting caught up in factoring in all of the different perspectives would cause decision-making to gravitate toward the lowest common denominator, with outcomes that achieve very little for anyone. That is not the point. The point is to step outside of one’s comfort zones, distance oneself from the voices around the table that sound just like one’s own, and remember that board members are responsible for the direct and indirect impact of their decisions.
There is no doubting corporate directors’ responsibility for the growth and success of the company. But that responsibility also requires being thoughtful individuals who can see the bigger picture. Investors are more attuned than ever to companies’ social and environmental impact, and they are increasingly concerned about whether the companies in their portfolios are good corporate citizens.
If directors remind themselves each time they enter the boardroom why they are there, and pause for a moment to consider how their views would be affected if they did not know who they were, they would make better decisions for the company and for the entire system in which it operates. In this sense – and only this sense – ignorance in the boardroom is the right approach.

Closeted Boardrooms

 

Some Shareholders Protest Credit Suisse Compensation

Jonathan Weil reports:  Proxy advisers, like anyone else, can get pretty emotional. Take Dominique Biedermann. He runs Ethos, the largest proxy adviser in Switzerland, which recently recommended that Credit Suisse Group AG shareholders reject the bank’s compensation plan.

“It is shocking that management compensation has been increasing ever more for two consecutive years,” Biedermann said.  “It is high time to show the board of directors that many shareholders have lost their trust in them. We are no longer willing to support the way our bank is being managed.”

Ethos’s clients hold 3 percent of Credit Suisse shares.

Last year, Brady Dougan, the Credit Suisse chief executive officer, received a 26 percent pay increase to 9.8 million Swiss francs ($11.1 million). And for what? Well, if the Justice Department has its way, Credit Suisse or a subsidiary may soon have to plead guilty to criminal charges because it got caught helping thousands of wealthy Americans evade their taxes. And pleading guilty requires a lot of hard work. So maybe that explains it.

Dougan also gets bonus points for claiming to be unaware of any such activity while it was going on, notwithstanding that he joined Credit Suisse in 1990, has been on the bank’s executive board since 2003 and has been the CEO since 2007. As he told the U.S. Senate Permanent Subcommittee on Investigations: “While that employee misconduct violated our policies, and was unknown to our executive management, we accept responsibility for and deeply regret these employees’ actions.”

According to the Senate panel’s report, Credit Suisse employed 1,800 bankers in eight different areas of the bank to open and service Swiss accounts for U.S. clients. Yet heavens no, Dougan had no inkling that some of those clients were using Swiss bank accounts to hide money from the Internal Revenue Service.  Eight-one percent of the shareholders backed Credit Suisse’s compensation plan in a non-binding vote at the company’s annual shareholder meeting in Zurich.

There is much we can learn from this vote: 1) Credit Suisse shareholders don’t care if the bank committed crimes. 2) They don’t care if the bank pleads guilty to criminal charges, because it’s not as if the Justice Department is going to try putting Credit Suisse out of business. 3) They appreciate the raw skill and talent that are necessary for a CEO to both run a Swiss bank and stay oblivious to the widespread tax evasion going on around him.

It has been almost three years since the Justice Department first told Credit Suisse that it was the target of a criminal investigation. The bank spent the intervening years dragging out the probe. It delayed handing over information, hiding behind Swiss bank-secrecy laws. Meanwhile, its Swiss rival, UBS AG, signed a deferred-prosecution agreement with the Justice Department’s tax division in 2009, paid $780 million and got the matter over with.

If Dougan had been smarter about this, Credit Suisse almost certainly could have settled this case without the bank having to plead guilty to anything. But now the times and prosecutorial fashions have changed. After years of handing out deferrals and non-prosecution agreements like candy, the Justice Department is looking to make an example of a big bank (preferably a foreign one) and convince the American public that large financial institutions can’t break the law with impunity. Credit Suisse may become that poster child. And it all happened on Dougan’s watch.

The Future of Credit Suisse

Gender Equality in the US Army

Anna Mulrine writes The secretary of Defense has ordered the Pentagon to let women serve beside men on the front lines of battle. Now, one year into the experiment to decide if that’s possible and how to do it, the military is already learning some unexpected things about how women adapt and how men interact with them. It is also highlighting some cultural differences between different branches of the military.

Under the Defense secretary’s order, each of the services must be ready to open all combat jobs to women by January 2016 – or come back with a marked reason why they shouldn’t and ask for an exemption.

To do this, the Pentagon has launched a grand plan to develop “gender-neutral standards” that involve breaking down precisely what it takes to be a warrior in the modern military. After this, military officials say, they will decide whether women – and some men – are capable of doing the job.

The Army is already opening up more than 33,000 jobs to women this spring and is “going full steam” in preparing to bring female soldiers into all other combat specialties, says Maj. Gen. Mike Murray, commander of the 3rd Infantry Division, whose soldiers are taking part in the study at Fort Stewart.

US Army

Thailand Facing Trade Sanctions Over Human Tracking

In a few weeks, Thai diplomats and officials will be hard pressed to explain the kind of progress, if any, the country has made in addressing the issue of human trafficking.  A United States government report, on the Trafficking In Persons (TIP), could potentially affect bilateral relations between Thailand and the US and will be released next month.

US law requires that its State Department rate nations across the world with regard to human trafficking. Countries rated in tier one fully meet minimum standards while tier two nations do not meet the minimum standards but are making an effort.

Tier three countries, on the other hand, do not meet the standards and are not showing any signs of trying to make a meaningful effort. What concerns many Thai officials is that tier three countries, which could very well include Thailand, face the threat of sanctions by the US government.

At the discretion of the US president, Thailand has received a waiver from such punishment and allowed to remain in tier two for past two years. But time is up and Thailand is hard pressed to show that progress has been made.  Judging from the previous report, in which Thailand was accused of slow progress in prosecuting trafficking-related cases, there is a real chance that the country could be rated down.

A few days ago, a US Congressional panel reminded us how bad Thailand’s performance and image is with respect to poor treatment of the Rohingya. The hearing in Washington DC was on “Effective Accountability: Tier Rankings in the Fight against Human Trafficking Lessons”.

Representative Chris Smith, chairman of the House Subcommittee on Africa, Global Health, Global Human Rights, and International Organisa-tions, listened to testimonies about how Thai government officials were involved in the trafficking of Rohingya.  Smith is not just another lawmaker. He is the author of the landmark law, the Trafficking Victims Protection Act of 2000, that created this three-tier system of reward and punishment for countries that do not comply with the requirements.

Human Trafficking