Nice guys, nasty business

by Daniel R. Hoffman, Ph.D.

Published Nov. 24, 2015, 11:13 a.m. ET

Early in his career, professional counselor Dominic Carlucci of West Chester worked with cancer patients at Chester County Hospital. After several years he developed a practice focused heavily on a clientele of senior executives at multinational companies. A common theme that Carlucci observed among those clients is their unhappiness (in the form of either depression, anxiety or any of several neurotic symptoms) due to a lack of empathy and a detachment from many of the people in their lives.

"Our feelings of belonging, purpose and reinforcement," according to Carlucci, "come from participating with others in an effort that's larger than ourselves. By contrast, the interaction that means the most to many of these senior execs is with financial numbers rather than people."

If that is the case, then the C-suites at Pfizer and Allergan will need lots of counseling this week. The two companies struck a deal over the weekend in which Pfizer will acquire Allergan for $160 billion. The principal benefit for Pfizer will not consist of acquiring any blockbuster product or pipeline asset. Instead the acquisition was driven by Pfizer's desire to redomicile itself to Allergan's formal corporate location in Ireland (although the acquired company's management works in Parsippany, New Jersey). This process, diplomatically known as a "corporate inversion," refers to enjoying the benefits of the U.S. market while ducking out on U.S. taxes. In this case it will allow Pfizer to reduce its corporate tax rate from 25 percent to 17 percent.

Equity analysts calculated that in order to obtain these tax savings and reduce other costs, Pfizer will cut Allergan's R&D spending by 50 percent, even though the 8 percent of its sales that Allergan currently puts in research is well below the 15 percent that most Big Cap pharmas invest in new drug development.

The Wall Street analysts also figured that at the same time, Pfizer would reduce Allergan's SG&A spending by 50 percent. As roughly 85 percent of SG&A goes to salaries, obtaining "synergies" from that line item is the euphemism Wall Streeters use for laying off a lot of people.

Of course if any anxiety or dysphoria emerges in the C-suites, it will likely be assuaged by the lavish payouts those people stand to make. The rumor for several weeks was that Allergan's CEO, Brent Saunders, will receive $170 million for relinquishing his position, even though he will become Pfizer's COO and next in line for the top spot.

The situation brings to mind the way comic Henny Youngman, known as "King of the One-Liners," once described the gangsters who owned the nightclubs and lounges where stand-up comedians did most of their work. "They weren't bad fellows," according to Youngman. "Of course they were murderers and thieves, but we never held that against them."

The Thanksgiving week also saw another top-10 pharma company, Novartis, agree to pay a

$390 million fine for making kickbacks to a group of specialty pharmacies. It seems that between 2007 and 2012, Novartis formed an alliance with some specialty pharmacies around the country and kicked back a percentage of the sales on Novartis drugs at those outlets. In return for those kickbacks, the pharmacies induced patients to fill prescriptions with the drugmaker's products.

The US Justice Department and more than 40 states sued Novartis because many patients that filled their prescriptions at the "captive" pharmacies received their drug coverage from Medicaid and Medicare. The lead U.S. Attorney stated that, "Novartis turned pharmacies that should have been disinterested healthcare providers into a biased salesforce."

Part of this corrupt "salesmanship" on the part of the specialty pharmacies involved encouraging patients to keep refilling prescriptions, even as they downplayed the risks and side effects of the Novartis drugs.

At least this pharma company didn't play favorites in making its kickbacks. They ran contests to determine which specialty pharmacies could keep patients on Novartis meds the longest. The winners received the largest payoffs.

But in the current season, Novartis has much for which to be thankful. Earlier in the year the Justice Department filed suit against the company for $3.35 billion, alleging that the drugmaker created kickback schemes to boost the sales of two of its products, Exjade and Myfortic.

By comparison, $390 million is pocket change. The Justice Department people probably figured that the Novartis execs in Basel, East Hanover (NJ) and Park Avenue aren't bad fellows, so there was no reason to hold bribery and pharmacy malpractice against them.