Monday, December 4, 2017

CVS-Aetna Deal May Hinge on Antitrust Approach Under Trump

CVS Health Corp.’s $67.5 billion takeover of Aetna Inc. will test the Trump administration’s approach to far-reaching corporate takeovers, just weeks after the U.S. government sued to block a major telecommunications merger.
The health-care deal unveiled Sunday would create an industry giant with over $240 billion in annual sales with a hand in insurance, prescription drug plan administration, retail pharmacies and corner clinics. The companies said the combination will save $750 million in costs and bring consumers better, more efficient health care.
In the past, deals combining companies up and down a chain of business -- such as a supplier and a distributor -- have been viewed as posing less anticompetitive risk than combinations of direct rivals. Last month, however, the Justice Department sued to block just such a “vertical” merger between AT&T Inc. and Time Warner Inc., saying it would harm consumers and limit their media content options.
“We are obviously going to get some scrutiny,” said Aetna Chief Executive Officer Mark Bertolini. “We are prepared to deal with whatever comes along to make this work.”
Aetna shares were trading at $184.84 at 6:33 a.m. in New York, well below CVS’s $207-a-share offer for the company -- a sign investors are skeptical the deal will close at the current price.

How much scrutiny the deal gets from the government may depend on which federal agency reviews the takeover -- the Justice Department, or the Federal Trade Commission.
Both scenarios present obstacles.

The FTC has typically handled mergers of retail businesses like CVS. While it allowed Walgreens Boots Alliance Inc. to buy more than 1,900 Rite Aid Corp. stores earlier this year, the deal had to be significantly scaled down to gain the regulator’s approval. The Justice Department, meanwhile, successfully sued to block insurance mergers between Anthem Inc. and Cigna Corp, and Aetna and Humana Inc.
In the past, vertical deals have typically won approval after companies agree to restrictions on how they operate.
That may be changing. The Justice Department’s new antitrust chief, Makan Delrahim, has criticized past settlements that allowed vertical deals with behavioral restrictions. In a speech last month, Delrahim said such conditions don’t work and force antitrust enforcers to become regulators.
That view was behind Delrahim’s decision on Nov. 20 to sue to block AT&T’s proposed acquisition of Time Warner, a vertical deal that would bring together Time Warner content like HBO with AT&T’s pay-TV and wireless distribution.

New Precedent?

“Most vertical deals don’t raise antitrust concerns, and the ones that do generally get approval to close with an agreement containing behavioral conditions,” said Jennifer Rie, a Bloomberg Intelligence analyst who follows antitrust issues, in an email. “But the Justice Department appears to be rejecting this kind of remedy given its approach to the AT&T-Time Warner deal.”
That doesn’t mean there’s heightened hostility toward vertical deals at the Justice Department, but CVS might prefer the Aetna deal to go to the FTC given Delrahim’s criticism of behavioral fixes, said David Kully, an antitrust lawyer at Holland & Knight in Washington and a former Justice Department attorney.
“Delrahim was very clear in his concerns about behavioral decrees and then put his money where his mouth is when he brought the AT&T case,” Kully said.

Comparable Company

One point in favor of the CVS-Aetna deal is that there’s already another large insurer with many of the characteristics of a combined health companies. UnitedHealth Group Inc. offers health insurance, administers drug benefits and runs a growing network of doctors and clinics.
But the CVS-Aetna combination takes integration to a new level with its 9,700 retail drugstores. It would also allow CVS to expand its 1,100 walk-in clinics, saving Aetna’s insurance customers money by steering patients away from expensive hospital emergency rooms.
A condition to an approval could be measures preventing Aetna from steering patients to CVS pharmacies over competitors such as Walgreens, said Rie, who noted that CVS may be better off if the FTC takes the review.
One of the few areas where the companies directly overlap is in the Medicare drug business. CVS is already the largest provider of Medicare drug plans, and Aetna is the fifth largest, according to data compiled by Bloomberg Intelligence.
Michael Newshel, an analyst at Evercore ISI, said Aetna would likely need to divest some or all of its Medicare drug-benefits business in a CVS merger. He anticipates a deal would likely go through in the end no matter who reviewed it.
The deal “would definitely be scrutinized, but ultimately we still see a path for it to get through,” Newshel said in an email. Evercore worked on the deal and Newshel said he’s suspending his analyst coverage of Aetna.

Google Celebrates 50 Years of Kids Coding Languages With an Interactive Doodle

Google Celebrates 50 Years of Kids Coding Languages With an Interactive Doodle

Google Doodle's coding for carrots game on Dec. 4, 2017.
Google Doodle
Google celebrated the 50th anniversary of Logo, the world’s first programming language designed for kids, on Monday with a Doodle that celebrates kids coding languages and is aimed at teaching children to code.
In an interactive Doodle, called “Coding for Carrots,” users help an animated rabbit navigate a block maze. The rabbit hops from block to block in response to increasingly complex code sequences the game directs its players to input.
That’s not so different from how kids coding language Logo worked.
Designed in 1967 by Seymour Papert and a team of researchers at MIT, the pioneer of kids coding languages helped kids learn about math by inputting commands that would direct an on-screen or electronic turtle. MIT’s Champika Fernando, who worked on Coding for Carrots with Google, said she was nine-years-old when she first coded through Papert’s program.
“It makes me happy to think of all of the nine-year-olds who will get their first coding experience playing with today’s Doodle,” Fernando said. “My hope is that people will find this first experience appealing and engaging, and they’ll be encouraged to go further.”
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Thursday, November 16, 2017

Chickens boiled alive at Star Poultry Supply abattoir in Melbourne, secret footage reveals

Chickens boiled alive at Star Poultry Supply abattoir in Melbourne, secret footage reveals

'Something has gone horribly wrong'

The abattoir slaughters egg-laying hens that are considered "spent" when they are 18 months old.
Industry regulations require chickens to be stunned and then immediately killed by a slit to the throat.
They are then plunged into a scalding bath designed to strip off their feathers.
However, the footage shows many chickens still conscious when they are dipped into the boiling water.
"The footage is extremely horrific and very distressing to watch," the RSPCA's chicken welfare specialist Kate Hartcher said.
"Animals in all abattoirs need to be stunned prior to slaughter so that they're unconscious while they're being slaughtered.
"In this case something has gone horribly wrong."
We asked how you thought industry regulations could be better enforced. Read the discussion in the comments.

No formal investigation by Agriculture Victoria

Animal activists who planted the cameras inside the facility gave the footage to Victoria's abattoir regulator, PrimeSafe, in March this year.
PrimeSafe investigated and referred the footage to Agriculture Victoria, which is responsible for enforcing the state's animal cruelty laws.
"That complaint was investigated and substantiated by PrimeSafe due to breaches of Australian Standards," PrimeSafe said in a statement.
"The business was subject to enforcement action and increased regulatory oversight until improvements in animal handling, including back-up slaughter, were implemented."
Agriculture Victoria said authorised officers spoke to the company's management, but did not initiate a formal animal cruelty investigation.
"Agriculture Victoria was satisfied that the remedial action being taken by the company, at the direction of PrimeSafe, and some staff changes would help manage the instances of poor practices demonstrated on the footage," the department said in a statement.

'Abattoir shouldn't have been running at all'

The RSPCA's Dr Hartcher has questioned why Star Poultry was allowed to continue slaughtering chickens while it was under investigation.
"We think that the abattoir should have been immediately shut down until all animal welfare risks can be avoided and any problems can be rectified," she said.
"It was extremely poor practice and it was a systemic problem in the abattoir.
"The abattoir shouldn't have been running at all."

Victorian abattoirs are subjected to four audits to check their compliance with animal welfare and food safety standards.
The audits are carried out by independent contractors on behalf of PrimeSafe.
PrimeSafe says Star Poultry was subjected to four audits in the 12 months leading up to its investigation.
Star Poultry did not respond to 7.30's request for an interview.
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Tuesday, November 14, 2017

Trump Shatters Longstanding Norms by Pressing for Clinton Investigation

Trump Shatters Longstanding Norms by Pressing for Clinton Investigation
After winning the election, President Trump backed off his campaign pledge to have Hillary Clinton investigated. But he has clearly changed his mind. Credit Doug Mills/The New York Times
WASHINGTON — President Trump did not need to send a memo or telephone his attorney general to make his desires known. He broadcast them for all the world to see on Twitter. The instruction was clear: The Justice Department should investigate his defeated opponent from last year’s campaign.
However they were delivered, Mr. Trump’s demands have ricocheted through the halls of the Justice Department, where Attorney General Jeff Sessions has now ordered career prosecutors to evaluate various accusations against Hillary Clinton and report back on whether a special counsel should be appointed to investigate her.
Mr. Sessions has made no decision, and in soliciting the assessment of department lawyers, he may be seeking a way out of the bind his boss has put him in by effectively putting the matter in the hands of professionals who were not politically appointed. But if he or his deputy authorizes a new investigation of Mrs. Clinton, it would shatter norms established after Watergate that are intended to prevent presidents from using law enforcement agencies against political rivals.
The request alone was enough to trigger a political backlash, as critics of Mr. Trump quickly decried what they called “banana republic” politics of retribution, akin to autocratic backwater nations where election losers are jailed by winners. The issue will almost certainly energize what was already shaping up to be a contentious hearing scheduled for Tuesday morning, when Mr. Sessions is scheduled to testify before the House Judiciary Committee.
“You can be disappointed, but don’t be surprised,” said Karen Dunn, a former prosecutor and White House lawyer under President Barack Obama who advised Mrs. Clinton during her campaign against Mr. Trump. “This is exactly what he said he would do: use taxpayer resources to pursue political rivals.”

Democrats still vividly recall Mr. Trump on the campaign trail vowing to prosecute Mrs. Clinton if he won. “It was alarming enough to chant ‘lock her up’ at a campaign rally,” said Brian Fallon, who was Mrs. Clinton’s campaign spokesman. “It is another thing entirely to try to weaponize the Justice Department in order to actually carry it out.”
But conservatives said Mrs. Clinton should not be immune from scrutiny as a special counsel, Robert S. Mueller III, investigates Russia’s interference in last year’s election and any ties it may have to Mr. Trump’s campaign. They argued, for example, that Mrs. Clinton was the one doing Russia’s bidding in the form of a uranium deal approved when she was secretary of state.
Peter Schweizer, whose best-selling book, “Clinton Cash,” raised the uranium issue in 2015, said a special counsel would be the best way to address this matter because it would actually remove it from politics. “It offers greater independence from any political pressures and provides the necessary tools to hopefully get to the bottom of what happened and why it happened,” said Mr. Schweizer, whose nonprofit organization was co-founded by Stephen K. Bannon, Mr. Trump’s former chief strategist.
A letter by Stephen E. Boyd, an assistant attorney general, to Representative Robert W. Goodlatte, Republican of Virginia and chairman of the House Judiciary Committee, disclosed that career prosecutors were evaluating issues that the congressman raised in his own letters to the department in July and September.
Among the issues raised by Mr. Goodlatte was the uranium case. In 2010, Russia’s atomic energy agency acquired a controlling stake in Uranium One, a Canadian company that at the time controlled 20 percent of American uranium extraction capacity. The purchase was approved by a government committee that included representatives of nine agencies, including Mrs. Clinton’s State Department.
Donors related to Uranium One and another company it acquired contributed millions of dollars to the Clinton Foundation, and Bill Clinton received $500,000 from a Russian bank for a speech. But there is no evidence that Mrs. Clinton participated in the government approval of the deal, and her aides have noted that other agencies, including the Nuclear Regulatory Commission, signed off on it as well. The company’s actual share of American uranium production has been 2 percent; the real benefit for Russia was securing far greater supplies of uranium from Kazakhstan.
Other issues raised by Mr. Goodlatte include Mrs. Clinton’s use of a private email server, which was investigated by the F.B.I. until the bureau’s then-director, James B. Comey, declared last year that no prosecutor would press charges based on the evidence. Mr. Goodlatte also asked the Justice Department to investigate Mr. Comey for leaking details of his conversations with Mr. Trump after the president fired him.
Attorney General Jeff Sessions could be seeking a way out of the bind Mr. Trump has put him in, by putting a decision about investigating Mrs. Clinton into the hands of career professionals. Credit Tom Brenner/The New York Times
To the extent that there may be legitimate questions about Mrs. Clinton or Mr. Comey, however, the credibility of any investigation presumably would be called into question should one be authorized by Mr. Sessions or his deputy, Rod J. Rosenstein, because of the way it came about under pressure from Mr. Trump.
There are few if any recent precedents. President George W. Bush did not order an investigation reopened into the fund-raising practices of Al Gore, his vanquished rival, nor did Mr. Obama suggest the Justice Department look again at the Keating Five lobbying case that involved John McCain, whom he defeated. Mr. Obama rebuffed pressure from his liberal base to investigate Mr. Bush and Vice President Dick Cheney for their actions authorizing the waterboarding of terrorism suspects despite anti-torture laws.
During the Obama administration, the Internal Revenue Service applied extra scrutiny to tax exemptions for conservative nonprofit groups and was accused of politicizing the agency much like President Richard M. Nixon did. But no evidence emerged tying that to Mr. Obama.
Mr. Trump promised during last year’s campaign that if he were elected, he would instruct his attorney general to appoint a special prosecutor to investigate Mrs. Clinton. But he backed off that pledge shortly after the election, saying, “I don’t want to hurt the Clintons.”
By last summer, with Mr. Mueller’s investigation bearing down, he had changed his mind. To Mr. Trump, the investigation was a “witch hunt” based on a “hoax” perpetrated by Democrats. It was all the more galling to him, advisers said, because Mrs. Clinton had not been prosecuted, a frustration exacerbated by recent reports about how her campaign helped finance a dossier of salacious assertions about him.
While presidents typically are not supposed to intervene in investigations or prosecutions of specific individuals, Mr. Trump’s calls for an investigation of Mrs. Clinton over the last several months have been repeated, insistent and not even slightly subtle.
“So why aren’t the Committees and investigators, and of course our beleaguered A.G., looking into Crooked Hillarys crimes & Russia relations?” he wrote on Twitter in July.
“There is so much GUILT by Democrats/Clinton, and now the facts are pouring out,” he wrote in October. “DO SOMETHING!”
“At some point the Justice Department, and the FBI, must do what is right and proper,” Mr. Trump wrote again in November. He added: “Everybody is asking why the Justice Department (and FBI) isn’t looking into all of the dishonesty going on with Crooked Hillary & the Dems.”
Mr. Trump has expressed frustration that he does not control the F.B.I. or Justice Department. By his own account, he fired Mr. Comey while bristling at the Russia investigation that the F.B.I. director was at the time leading. He has also expressed deep anger at Mr. Sessions for recusing himself from overseeing that investigation, resulting in Mr. Mueller’s appointment. Mr. Trump said last summer that he would never have appointed Mr. Sessions had he known he would do that, and he has since refused to rule out firing the attorney general.
With his job potentially on the line, Mr. Sessions has been put in the difficult position of absorbing his president’s ire while safeguarding the department’s traditional independence. Some legal experts said Mr. Boyd’s letter actually may be a way of defusing the situation. By asking career prosecutors to evaluate the evidence, he has a ready-made reason not to appoint a special counsel if they do not recommend one.
“I have no idea what will happen but this letter is entirely consistent with the A.G. later saying, ‘we followed normal process to look in to it and found nothing,’” said Jack L. Goldsmith, a former top Justice Department official under Mr. Bush. “The letter does not tip off or hint one way or another what the A.G.’s decision will be.”
At least one active Twitter user will be waiting for that decision.
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Black Lottery Winner Invests Winnings Into Rebuilding Fla. Black Business Community

Black Lottery Winner Invests Winnings Into Rebuilding Fla. Black Business Community
Miguel Pilgram highlights where he plans to build a jazz lounge in the Sistrunk Boulevard area of Fort Lauderdale, Fla. (Pilgram Group via Facebook)
After winning millions in a lottery jackpot, a Florida man has decided to use his money to revive a district once known for thriving black businesses.
“This commitment that I feel, that I have to go to that community and put my money where my mouth is,” explained Miguel Pilgram.
According to Black Enterprise, in 2010 Pilgram, a Memphis, Tenn., native, won $52 million in the lottery and began investing his money, building a real estate empire. Now the millionaire has taken on his most ambitious project yet: rebuilding the Sistrunk Boulevard area of Fort Lauderdale, Fla., restoring the area that was once a center for black business to its former glory.
The area was named after James Sistrunk, a black physician known for opening the first hospital for African Americans in Broward County, Fla. During segregation, local laws prevented black people from crossing the tracks to the city’s east side after dark.
While developers have eyed the historically black area as a target for gentrification, Pilgram says he looks to preserve the heritage and history of the district. He plans to build a restaurant, jazz lounge and a performing arts center, as well as retail and residential spaces, the real estate magnate told NBC Miami.
Local activist and litigator Edduard Prince says the community has feared that Sistrunk Boulevard would fall victim to the same kind of targeted rebuilding efforts seen across the country. “The black residents of the community know they are in prime location,” said Prince. “They know that they’ve been fighting for years and developers are drooling over the property.”
Read more at Black Enterprise and NBC Miami.

About the author

Michael Harriot
Michael Harriot is a staff writer at The Root, host of "The Black One" podcast and editor-in-chief of the digital magazine NegusWhoRead. He always has the big joker and the double five.
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