Down, From $78, Two Weeks Ago -- To Now ~$23.20 On NASDAQ, Tangerine's "Truth" Stock Is A Dead Cat, Dropped From A Skyscraper...

The stock is setting up very nicely, if one wants to allege that Devin Nunes' CEO puffery -- and Tangerine's own material misstatements are actionable as federal securities fraud, that is. But to have a claim, one must buy at least a few shares. That is the bridge too far, for yours truly. This is the same scam he's always run -- sticking his investors with a property that is (after all bills are paid) worth next to nothing. Charming.

But the reason I write, is NOT to note that Devin Nunes now claims the "DJT symbol" will start streaming live hard right TV over that rickety social network (news that caused an added 8% stock decline just this morning, since that is vast new capital expense needed)... but to note that Trump himself is complaining that he will likely miss his youngest son's graduation, since he is on trial for felonies in New York State.

See at right -- highlighted portion (from his own phone, overnight). He fails to mention that the trial has been delayed repeatedly by his own specious tactics, with his counsel -- claiming all manner of nonsense about not being subject to ordinary rules of criminal procedure. This caused the trial date to be delayed until. . . now. So he chose this course. He must deal with its consequences.

He's been allowed to fully explore his nutty legal theories, but once an indictment for multiple felonies has been handed down, at some point the people of the State of New York ALSO have a right to see. . . justice done. If he is acquitted -- fine. But if he isn't. . . he is like all other criminal defendants, now. The State has a strong interest in a speedy trial -- and incarceration, if that is where the jury lands.

So it is more than a lil' preposterous that he thinks a felony trial should take a back seat to his social commitments. He can fete his son on any weekend when the court is closed. Yes, being an indicted potential felon is . . . inconvenient, dotard. "Don't do the crime. . . if you can't. . ." well, we all know the rest.

Onward, grinning.

नमस्ते

Courtesy CIDRAP, We Learn That Soligenix (NJ) Won FDA "Orphan Drug" Designation, For Its Novel Ebola Vaccine Candidate, Active Against Sudan Variant...

To be certain, the war is being won, month by month, in terms of efforts to mitigate additional Ebola virus outbreaks in Sub-Saharan Africa. The education of the public, coupled to rigorous safe burial practices, when a case is suspected, have done wonders. That, and using ring vaccine strategies -- as to all contacts of contacts, in an affected community. The outbreaks now rarely exceed 20 cases, and often with fewer than five fatalities. [Today's good news comes courtesy of the arm of the University of Minnesota's Med School's CIDRAP website.]

But all of that vaccine strategy only works for outbreaks of the older, Zaire variant. One of the most recent outbreaks (in September of 2022) was of the Sudan variant, and was thus cause for grave concern -- even when the careful public health efforts are able to arrest the spread. [In fact, the Sudan variant vaccine candidate has not been widely tested in the field yet, due to the rapid shutdown of transmission through public health outreach efforts.] Here is just one of our prior backgrounders, on the Sudan variant -- but it remains an open and gaping hole, in the defense net, for ring vaccinations, should another outbreak occur (and it is a near biological certainty there will be another).

So, it is wise that FDA will provide the New Jersey pharmaco with the streamlining review of an orphan drug designation. Orphan drug status also allows for greater overhead absorbing pricing, but is not designed for sponsors to recuperate all the costs of drug development. Rather, it confers a seven year exclusivity period (regardless of patent status), as a cost reduction and regulatory streamlining mechanism.

The FDA can, and occasionally does revoke orphan drug designation, if the side effect profile becomes too daunting, in aftermarket monitoring, or if initial estimates for efficacy turn out to be materially incorrect. But in this case, that would seem unlikely. So here's the latest:

. . .Soligenix, a biopharmaceutical company based in New Jersey, recently announced that the US Food and Drug Administration (FDA) has granted orphan drug designation to the active ingredient in SuVax, its subunit protein recombinant vaccine as prevention and postexposure prophylaxis against Ebola Sudan, for which no vaccines or treatments currently exist.

Ebola Sudan is the second most common cause of human Ebola infections. In 2022, Uganda experienced an Ebola Sudan outbreak that resulted in 164 cases, 55 of them fatal. Earlier this year, the company reported that a bivalent (two-strain) version of the vaccine in a nonhuman primate trial provided complete protection against Ebola Sudan and Marburg viruses. . . .

Now you know -- and this development caused Soligenix's stock to pop (more than double) on the NASDAQ, from $0.38 a share on Friday, to $0.83 per share by 10:00 am Eastern this morning -- though it has since retrenched a bit, this afternoon.

Onward, to a sunny Tuesday -- with Tangerine falling asleep at his own felony hush money trial in Manhattan. Charming. But grinning -- just the same.

नमस्ते

BREAKING -- NASA Administrator Says "$11 Billion To Retrieve Samples From Mars Is... Just Too Much": Live, Now

The teleconference is live now.

NASA Administrator Bill Nelson is saying that we won't cannibalize other missions, for the return of samples. But the mission cost has doubled in the decade since launch of the rovers. And waiting for humans on Mars (circa 2040) is entirely too long to wait.

So, a request for proposals from private industry partners (cough! Musk / Space X) will be concluded by this Fall -- and the guideline will be "at or under" $5 billion, to return at least some of the samples (but perhaps not all 36 of them), by mid 2030. Now you know.



नमस्ते

Some Apparent Humana Wrangling -- On Whether It Will Fully Pay Plaintiffs' Class Counsel, For The Settled Zetia® Antitrust Class Action In Virginia...

An earlier order in the Norfolk, Virginia USDC had set five per cent of all settled amounts aside, for the benefit of the lawyers who've been working for nearly a decade now, on this massive multi-district federal class action litigation.

But at the end of last week, apparently Humana, Kaiser and Centene -- through their local counsels -- made some noises that their respective received settlement payments might not include a specific amount set aside for the class plaintiffs' steering counsels. And so those lawyers have asked the able USDC Judge to appoint a bank as escrow agent, and have Merck and Glenmark pay the five percent -- as the checks are cut, or wires transferred. . . directly into the bank escrow account for these long-laboring lawyers.

This is all so that the big insurers won't be able to short them on the decade's worth of fees and expenses -- that got us to this multi-billion dollar settlement. [Here is just one of our earlier backgrounders, on the class action -- more generally.] And from the memo requesting the appointment of a protective escrow agent, of April 11, 2024 -- we read this:

. . .Specifically, CBF plaintiff Humana, whose counsel also represent CBF plaintiffs Kaiser and Centene, filed in its home court a “background and current posture” letter in which it claimed that the “continuing applicability of [this Court’s Common Benefit Order] is uncertain”, while ignoring that the Common Benefit Order expressly retained this Court’s jurisdiction, for enforcement purposes, “over each CBF Case regardless of whether the case is subsequently transferred or remanded to a different court for later proceedings or trial. . . .”

Given the risks posed by this CBF plaintiff’s claim, the Court should immediately enter the proposed Escrow Agent Order to clearly establish Defendants’ reporting, holdback, and deposit duties and thereby immediately minimize the risk of loss and possible defiance of the Court’s Common Benefit Order. . . .

I think the lawyers' five percent totals nearly $90 million, as the various buckets of claims look to have settled for an aggregate of over $2 billion -- running from about 2008 to 2023. And so, I would expect that the escrow order will be entered, and the insurers will not be able to pull an end run around class counsel -- if that was even ever their intention.

If it is not their intent, then they should not complain about the escrow -- and if it is, then the escrow is likely needed. Onward, smiling -- with a busy, warm, museums-infused Spring week ahead.

नमस्ते

This Is A Life... To Emulate: Dr. Joel Breman -- Travel Well; Travel Light!

His daughter remembers his motto, during her high school years: "Adventure first, safety a close second." recalls Johanna Tzur. She says her father encouraged her to do a high school year abroad in the Soviet Union at a time when few Americans traveled there. It would be interesting, he promised. And one more thing, says Tzur: "I remember him vividly explaining I was never to eat anything that couldn't be peeled."

In the year before his death, Breman was still teaching a course on infectious diseases at George Washington University and working on a textbook as well as a memoir. Here's the NPR rundown of a wonderful life, in bio-sciences -- and in fact, in one of his proudest moments, in the 1980s, he won the Order of the Leopard, from the government of Zaire, for his work in mitigating endemic diseases there:

. . .Peter Piot, a fellow disease investigator, remembers the exact date that he met Breman. It was October 18, 1976, and Piot, then a young physician and microbiologist, had come to the city of Kinshasa in central Africa (in current-day Democratic Republic of the Congo) to investigate a terrifying, deadly, nameless new disease. Breman, already 40 years old and with several epidemic investigations under his belt, was there working for what was then called the U.S. Center for Disease Control. . . .

Piot says it was clear that the pilots dropping them and others into the remote epidemic zone never expected to see them alive again.

Once on the ground, Piot watched how Breman did his epidemiology. "He taught me that when you go into a village, you don't just start talking about why you're here," Piot said. Rather, they went early in the morning, talked with the village elders and asked them how they've been. "And then, and only then, you start with your questions."

Born in Chicago and raised in Los Angeles, Breman showed his talents and leadership early on. In high school he was student body president and a football player; in college at UCLA he was president of his fraternity and rowed varsity crew.

Breman graduated from the University of Southern California School of Medicine in 1965 and spent the next 11 years working on various diseases with the CDC and World Health Organization. He would go on to earn a doctorate in public health from the London School of Hygiene and Tropical Medicine. . . .

Piot, Breman and others spent several months on the ground in central Africa. The disease they were investigating turned out to be Ebola, which at the time had a 90 percent death rate.

"It was super stressful," said Piot. The team was sharing mattresses, working day and night, collecting data from people who didn't necessarily want to see them. "But [Breman] remained calm always."

By the end of the trip, Piot says he was bowled over by Breman's equanimity, patience, kindness, respectfulness, and his ability and enthusiasm in telling jokes in both English and French. . . .

A life well lived, indeed -- is its own reward. Travel well, but do travel light Dr. Breman. Smiling out into the sunshine, with baby girls due in for a play date, tonight. . . it is well, with my soul.

नमस्ते

A Look At The $20-Million-A-Year Club, In Pharma CEO Compensation... [Would Include Amazon And Apple, Too]

To be fair, Rob Davis reaching $20 million plus in annual compensation is primarily a function of the rising price of Merck's stock on the NYSE (and that has been very good for all shareholders, when added to the very hefty dividends, paid every quarter, year after year -- since at least the 1950s). You see, at the time these last grants of options and restricted stock were made, Merck was trading between $95 and $103 per share.

Recently Merck's NYSE price was trading between $128 and $134 a share -- up smartly from these latest grant dates. However, Mr. Davis's cash bonus was decreased, as it has probably maxed out -- in its "added carrot" appeal to him, given that he is up over 30%, on his stock compensation. But the board did bump up his salary to run a little ahead of the core inflation rate for the year. [Not that he would be, in any manner, worried about the rising prices of avocados -- in terms of daily brown bag lunch affordability -- mind you.]

All in, while I had complained for years that the con-man "Fast" Fred Hassan was vastly overpaid -- for his uniformly terrible decision-making, at legacy Schering-Plough. . . I generally felt that Kenneth C. Frazier was fairly compensated for the unique skill set he offered Merck.

So too now, Mr. Davis -- he's matured as a leader since his early days at Lilly. That said, he lacks some of the charisma of a Ken Frazier or Roy Vagelos (perhaps the gold standard name in this arena). Here are the details, from Fierce's nice collection of proxy disclosures -- as Saturday filler fodder:

. . .Merck CEO Robert Davis has cracked the $20-million mark in annual pay for the first time, putting him in an exclusive club of biopharma heavy hitters.

Davis, 57, who took over as CEO in 2021 and as chairman the following year, received a 9% bump in pay in 2023 to $20.3 million, according to the company’s proxy filing.

Davis joins Johnson & Johnson’s Joaquin Duato ($28.4 million), Eli Lilly’s David Ricks ($26.6 million), AbbVie’s retiring Richard Gonzalez ($25.7 million), Pfizer’s Albert Bourla ($21.6 million), AstraZeneca's Pascal Soriot ($21.3 million) and Vertex’s Reshma Kewalramani ($20.6 million) in the $20-million-plus club for 2023. . . .

Davis's compensation increase in 2023 came despite a drop in his bonus from $4.1 million to $3.6 million. His equity awards however increased from $11.4 million to $14 million, while his salary was up from $1.54 million to $1.60 million. . . .

Indeed, though -- it is astonishing that the CEOs of these vastly profitable behemoth companies are just now catching up to what the CEO Jason Les pulled down, last year (last available disclosed total: 2022) at tiny Riot Platforms (revenue of under $100 million; never GAAP profitable), for losing over $2 billion life to date -- and (did I say this part already?!) never making a GAAP profit from operations in eight long years.

Riot is a Bitcoin miner -- like all the others, set to get crushed by the "halvening" -- coming end of next week. [Accordingly, it has seen its stock fall from the mid-$20s, to a little over $9 on the NASDAQ, as of Friday.]

That THAT GUY makes over $20 million a year is absolutely. . .

I N S A N E.

नमस्ते

43 Years Ago, This Morning -- NASA's Reusable "Space Shuttle Era" Opened.

I watched it all, on that morning, on the university's student union grill TV -- the grill then called Alfred E. Packer's.

And I knew to a certainty, that space exploration had forever been changed, in that sudden blinking of an eye. A large international space station would be feasible, as would what became the Hubble space telescope, and dozens of other new scientific endeavors, now that we could haul stuff up to orbit, and bring it all back down -- and the crews, with it -- over and over again. Here's the bit:

. . .The First Space Shuttle: NASA astronauts John W. Young, commander, and Robert L. Crippen, pilot, aboard. . . .

The new era in space flight began on April 12, 1981. That is when the first Space Shuttle mission (STS-1) was launched. The Marshall Space Flight Center developed the propulsion system for the Space Shuttle. STS-1 was meant to demonstrate a safe launch into orbit and a safe return of the orbiter and crew, as well as verify the combined performance of the entire shuttle vehicle – orbiter, solid rocket boosters and external tank.

The first space shuttle landed at Edwards Air Force Base in California on April 14, 1981, after having successfully tested its major systems. . . .

It both seems like. . . yesterday, and like. . . a million years, and miles. . . ago -- too.

Whoosh!

नमस्ते

I Should Note That This Supremes Decision Means A LOT LESS... That Some Will Say It Does: On Securities Law Liability, For "Pure Silence"

There will doubtlessly be some commentators who will say this is a big shift in the federal securities law jurisprudence announced this morning.

It isn't. [In fact, it is not even worth naming the case. And to be clear, this is a defense Elizabeth Holmes tried to put forward -- but she had created affirmative duties to disclose for herself, when speaking to her investors, because she had previously openly lied about so many of these material matters -- like whether the device even worked. Smile.]

This new case merely holds that one may remain silent, where no special circumstances require affirmative speaking -- speaking, to make the other statements made, not misleading by omitting context.

That's all it holds. If someone buys a security without any disclosures, from someone else, without asking any questions, and without a disclosure document (in an exempt transaction, for example), there can be no 10b-5(b) liability -- due to the failure of the buyers' diligence.

Unsurprising, and that's been understood to be the well-settled law -- for at least four decades. Since I practice M&A in the life sciences, this all comes up pretty often. Now you know. Onward, into the sunshiny Friday air. Smile.

नमस्ते

The Feds Renew Their Motion To Toss Out All Of Texas's Specious Claims Before USDC Judge Moses -- In The Land Razor Wire Cases, In Del Rio...

We are nearing the end of the line for the land based razor wire cases in West Texas. This motion to dismiss was filed overnight in the trial court, but the Fifth Cir., on appeal, is awaiting an answer from Texas (also by tonight) -- as to why the below pull quote DOES NOT definitively bounce Gov. Abbott and AG Paxton out on their ears. [Hint: it does.]

It is truly all over now, except for the caterwauling by Texas -- and the cruelty of maimed kids, near the shore on the Rio Grande, of course. Here's that cogently-argued motion to end Texas's claims:

“. . .The federal government enjoys complete sovereign immunity except as it has consented to be sued and consented to submit to liability.” In re Supreme Beef Processors, Inc., 468 F.3d 248, 255 (5th Cir. 2006) (en banc). A waiver of sovereign immunity must be “strictly construed, in terms of its scope, in favor of the sovereign.” Lane v. Pena, 518 U.S. 187, 192 (1996). Contrary to Texas’s assertion, see Compl. ¶ 22, 5 U.S.C. § 702 does not include “clear and unambiguous authorization” for state-law claims seeking equitable relief against the federal government. See PI Order at 19. Section 702 states:

“[a]n action in [federal] court. . . seeking relief other than money damages and stating a claim that an agency or an officer or employee thereof acted or failed to act in an official capacity or under color of legal authority shall not be dismissed nor relief therein be denied on the ground that it is against the United States.”

Especially when construing the provision in favor of the sovereign, the waiver of sovereign immunity properly is limited to suits arising under federal law and invoking federal-question jurisdiction under 28 U.S.C. § 1331. . . .

Congress added the waiver language in 1976, see Pub. L. No. 94-574, 90 Stat. 2721, 2721, to largely “do away with the ultra vires doctrine and other fictions surrounding sovereign immunity.” Geyen v. Marsh, 775 F.2d 1303, 1307 (5th Cir. 1985); see H.R. Rep. No. 94-1656 at 5 (1976); S. Rep. No. 94-966 at 5 (1976). . . .

In sum, Gov. Abbott and AG Paxton cannot win. This is a purely political Kabuki theater moment, unfolding in slow motion -- by Texas, but one that is maiming and killing would-be asylees, day by day. Deplorable.

नमस्ते

Tangent Alert: SBF Asks To Remain In Rather Harsh Brooklyn MDC -- During His Appeals...

Now that we all know he's been sentenced to a quarter-century... we begin to focus on WHERE he might do that time. . .

And so, a rather smallish update here -- but SBF has filed his appeal of the guilty verdicts, in the Second Circuit today. And with it, he's asked the able USDC Judge Kaplan to allow him to remain in MDC Brooklyn, to be near his lawyers, as they prepare the appeal papers.

He'll likely be granted that. . . grace.

But pretty soon (like mid-2025), he's going to be headed to a Low Security federal prison to do his full bid. That will likely be nearer Central California, and with his parents in Palo Alto -- the nearest suitable federal facility is probably FCI Mendota, not too far inland from Fresno.

But if that one is overly crowded, and Nevada doesn't want him, he might end up on Terminal Island, with Sunny Balwani -- down in the Port of Los Angeles.

I expect the living will be easier at either of those California facilities, than the relatively harsh Brooklyn one where he is now.

But at the MDC in Brooklyn, he's likely figured out how to trade Mac for things he needs -- like haircuts, snacks and instant coffee -- when he runs short, from the canteen. [And he likely gets lots of library time, while his appeal is still pending.]

We shall see -- but he will be a very gray old man, when he finally gets out now.

There is essentially zero chance he wins on appeal -- same with Sunny Balwani, and Elizabeth Holmes, in fact.

Now you know. Onward.

नमस्ते

Taking Care Of The Earth Includes Protecting All Low Earth Orbital Planes...

As we begin to think about Earth Day, we will note this story out of NASA.

Space debris has essentially enshrouded the Earth (over the 70 some years since Sputnik first flew) in a cloud of what would be, in many cases, lethal debris, some of it moving at over 10,000 mph.

The proliferation of commercial space operations, while welcome, will serve to generate new challenges, such as an operating environment more crowded with spacecraft -- and correspondingly increased debris fields. Understanding the risks and benefits associated with this growth is crucial for space sustainability.  Do read it all:

. . .To address a rapidly changing space operating environment and ensure its preservation for generations to come, NASA released the first part of its integrated Space Sustainability Strategy, on Tuesday advancing the agency’s role as a global leader on this crucial issue.

“The release of this strategy marks true progress for NASA on space sustainability,” said NASA Deputy Administrator Pam Melroy. “Space is busy – and only getting busier. If we want to make sure that critical parts of space are preserved so that our children and grandchildren can continue to use them for the benefit of humanity, the time to act is now. NASA is making sure that we’re aligning our resources to support sustainable activity for us and for all.”

For decades, NASA has served as a proactive leader for responsible and sustainable space operations. Entities across the agency develop best practices, analytic tools, and technologies widely adopted by operators around the world. The new strategy seeks to integrate those efforts through a whole-of-agency approach – allowing NASA to focus its resources on the most pressing issues. To facilitate that integration, NASA will appoint a new director of space sustainability to coordinate activities across the agency. . . .

Now you know -- onward, grinning.

नमस्ते

Special Counsel Jack Smith Explains To The Supremes... Tangerine Possesses No Immunity For J6. Eats Him Alive -- In Fact, And At Law.

I'll say little more.

But he is clearly right.

Now you know. Read all 65 plus pages if you are so inclined.

Onward, smiling. . . into a warm, black velvety rain, there.

नमस्ते

Last Week, Rahway Bought A Pre-Clinical ADC "Safety Play" -- For $208 Million, Contingent On Milestones...

Again, plainly immaterial today -- but if it improves the tolerability profile of the class of bio-pharm agents known as ADCs, it will. . . become material to Merck, in time.

The price is really a field bet, on improving the tolerance of antibody-drug conjugates, by oncology patients, as the same come to market. Here's the Buffalo presser from last week:

. . .BUFFALO, N.Y. – Abceutics, Inc., a startup preclinical-stage biopharmaceutical company that was spun out of the laboratory of University at Buffalo researcher Joseph P. Balthasar, PhD, has been acquired by the global biopharmaceutical company Merck. . . .

Merck acquired Abceutics for a potential consideration of up to $208 million, including contingent milestone payments based upon the progress of candidates under the agreement. . . .

The company’s core technology was licensed from University at Buffalo. The technology has been developed through grants from the National Institutes of Health, as well as $110,000 from the Buffalo Innovation Accelerator Fund, which is operated by UB’s Business and Entrepreneur Partnerships office.

Abceutics has operated out of incubator space in UB’s New York State Center of Excellence in Bioinformatics and Life Sciences, which also provided the company $50,000 from Empire State Development’s Division of Science, Technology and Innovation. Additionally, the company has benefitted from the National Science Foundation’s Innovation Corps program at UB. . . .

We should expect quite a few milestones-based deals in this space, in the coming years.

And, now. . . onward into the bright sunshine here -- after UConn let me sweep every March Madness pool I entered. . . and, so sorry it is soggy in Music City. Smile, just the same. . . .

नमस्ते

Devin Nunes: Securities Fraudster -- With DJT's NASDAQ Price Now At Half What It Was Two Weeks Ago...

Okay -- this is simply. . . shooting fish in a barrell. . . Devin and the Donald are out trying to shore up the DJT stock -- and failing at it, as an MSM / Bloomberg Law piece today discusses the spotty record of the company's audit firm.

And the overarching fact is that it will never be able to compete with. . . Twitter/X-itter.

Yet CEO Nunes went on Maria Bartiromo's show over the weekend, and this triggered an SEC filing -- because he made statements clearly intended to influence the DJT stock trading prices.

Here's a bit of that -- with actual truth, foot-noted:

. . .Well, you know, look, it's you know, we're the only game in town¹.... I mean, obviously those companies have been around for, you know, a decade, two decades, sometimes longer. And, you know, after that we're the next big game in town, and we're the only one that's going to be able to compete with them². So as you'll remember, one of the things we set out to do when we built True [sic] Social was we looked at what's the best of Facebook, what's the best of Instagram³, what's the best TikTok? What's the best Twitter? How do we put it into one app? Well, now we're doing something. Have been testing something that no one's done⁴. And that is how do you give a home? To cancel channels? To cancel documentaries? How do you put streaming into our app? That's something that we're testing. We have tens of thousands of people that are actually now using it. And Maria, what we're actually looking at is, you know, people are cutting the cord. So you have these legacy big, big companies, cable companies, satellite companies, etc. . . So how do we take the best of, say, a Netflix and Xfinity a sling? And how do you put that integrated into our app, where ultimately it can also be used to cut the cord as people want to get to more family friendly, pro-American type of content⁵. That's what we're going to provide⁶. Now, look, we're a home for everything. We're a home for everybody. . . .

And the foot-noted ACTUAL truths?:

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

<sup>1. The "only game?!" They are nearly the smallest of some 25 games. . . "in town"!

2. With what capital?! $200 million?! Musk has already sunk over $49 BILLION into X-itter. That is the entry fee -- and DJT doesn't have one-one-hundredth of this admission price. Hilarious. [To be clear, even the 700 pound gorilla in the arena -- Twitter, isnt making money as a business (thus, Truth never will).]

3. The others (FB, Insta- and the rest) are intentionally NOT making it easy for Truth users to cross post. This is simple fence-building -- these others have no need and no desire to give a 500,000 person community easy crossings to their 400 million person platforms.

4. No one? Actually, Tik-Tok, Twitter, AND FACEBOOK already do. . . ALL of this -- with much bigger engagement numbers. They EACH host easy cross posting. Damn -- a churlish lie.

5. This clearly suggest that Truth has a contract, or series of them, to provide Netflix and Xfinity offerings DIRECTLY through the waifish platform. It hasn't even asked the content companies -- and they will NEVER give them this right. Ever. X-itter has (despite its flaws)... over 5,000 times as many regular users -- if such a deal is done, it will be there, not on Truth.

6. This is an affirmation, not a projection -- "we will" -- not "we intend to". When DJT fails to deliver it, it is... a completed securities fraud, as the stock keeps falling -- from $78, to now around $34 this evening. Damn.</sup>

Oh -- and I should add that various members of the former team have pled to being liable for insider trading -- but Devin says "Well, look, it's important to remember, Maria, that those numbers are based on what was the longest IPO in history. So we were over-regulated. . . ." No, son -- you are. . . a crime syndicate. . . being caught in a Quentin Tarantino style slow mo shootout / action scene.

Buckle up, butter-cup -- the SEC Enforcement staffers are on to you!

नमस्ते

Fifth Cir... Goes Pretty Far Out, Into Right Field -- But It Will Help The Federal CBP and DHS Case; Texas Comes Up A Loser (Again!) Here...

In the losing case to defend Texas SB-4, the Texas state lawyers (Paxton's boys) made the argument that the federal statutory rights to police the border are constrained by "equitable principles" in favor of the State of Texas (despite the fact that there has never been a case so holding, and no one can point to any such express authorization, from the United States Congress, in favor of any state, in this arena).

Texas pointed to other cases of equitable remedies (in wholly unrelated areas), in its argument. Charming.

So now the Fifth wants to have Texas expressly acknowledge that it does NOT apply to border matters (a proposition the feds set forth at great length a few weeks ago). So the Fifth wants new, post-argument letter briefs on the topic, by THIS Friday, thus:

. . .At oral argument in this matter, counsel for the State of Texas noted that Congress has statutorily authorized the United States to seek equitable relief. See, e.g., 15 U.S.C. § 4; 15 U.S.C. § 25; 15 U.S.C. § 78u(d)(5); 18 U.S.C. § 1345; 29 U.S.C. § 160(j); 42 U.S.C. § 1971(c); 42 U.S.C. § 2000a-3; 42 U.S.C. § 2000a-5; 42 U.S.C. § 2000e-6; 42 U.S.C. § 12188; 52 U.S.C. § 10308(d). Counsel are directed to file simultaneous letter briefs identifying all other instances of equitable remedies statutorily authorized in suits by the United States. Briefs are due at 5:00 p.m. on Friday, April 12, 2024. . . .

That's five elapsed days; four really, since the eclipse ate most of today. As my legacy graphics indicate -- the Supremes definitively decided this matter in 2013, when Arizona tried some similar BS. See the 2012 video from the ACLU, above.

And it seems plain that the court is telling AG Paxton he's wasting their scarce resources -- with patently wrong, non-logical -- stupid, in fact -- stretches of non-existent precedent. Perfect.

नमस्ते

It Is Interesting To Me That Those Who Believe In Med-Tech... Report Feeling More Healthy, Than "Distrusters"...

Not too long ago, Pfizer conducted some surveys -- to assess how the public reacts to technological innovations in the delivery of healthcare in our post industrial society.

The findings are more than a little fascinating. But unsurprisingly, "Boomers" as a group, do deeply distrust tech (not I, though!) in healthcare. Do look at the whole PDF, rather than relying on my callouts at right, before you make a final judgment -- there is much more there. . . but it is gratifying that those who most trust health-tech are the ones who are most likely to self-report feeling "healthy".

And yet. . . this may be the least surprising finding of all:

. . .Survey respondents with limited income, lower education levels and obstacles to health literacy -- who are likely already experiencing health inequities -- stand to gain significantly from advancements in healthcare technology. . . .

Now you know. Onward to a gray dawn. . . smiling just the same, though.

नमस्ते

I've Debated About Mentioning This -- At All. But Here It Is. This Is A Sad Subversion Of US Public Co. Corporate Governance... By Bitter Dead-Enders... It Will Doubtless... FAIL.

Several large public companies have seen a spate of stupid "strike" initiatives added to their proxy packets, this year by what are obviously hard right organizations. I wasn't going to mention it, but I've decided it needs a wider airing. I will not link these groups' SEC filings -- as they are purely agit-prop pieces. But you should be aware of these moves against your investment dollars.

Merck has -- in the past week -- been targeted by them, in SEC filings. [And true enough, various orders of Catholic nuns have targeted Merck and others before, related to women's health issues -- but at least that had some nexus to Merck's businesses.] This bit of propaganda tries to substitute itself, for the role that all shareholders have entrusted to the board of directors, and the executive management. That is to say, it is an ordinary, internal business / HR and advertising question. These guys disagree with Merck's take on it. That's okay, truly.

Of course, since the dawn of public companies. . . the answer, if one doesn't like a company's stances. . . is to sell. To vote with your feet. There are other pharmas which don't hold these views, to be sure. [But they don't perform financially nearly as well. Gee - why might THAT be?]

So these capitalists think some pigs are more equal -- that they alone should be allowed to tell the company how to run HR, and spend advertising dollars, while still holding on to the financial benefits of owning stock -- where they collectively comprise far less than one-tenth of one percent of all shares outstanding. Hilariously, and wrong-headedly. . . entitled, are they.

The issue? Valuing the contributions of people of diverse backgrounds and experiences. [It bugs these dead-enders that whyte guys aren't always picked first any longer.] And as I said, this is long the province of internal business-decision making -- based on numerous studies they've conducted (not loony whyte replacement theorists). So, no -- I won't give these groups any exposure. You can find their manifestos on the SEC EDGAR databases, at various companies.

Diversity is good business. If given the chance -- I know you science minded folks will say so. And. . . I encourage you to, if given a chance in your proxy materials this season. Onward -- grinning.

No eclipse road trip tomorrow; everything socked in tomorrow -- even if we drive out eight long hours in the right directions. So it goes.

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With My Eldest In Country, After Six Months... My Plans Have Changed For Viewing Monday: Now, A Road Trip, Exclusively -- If That.

Some may recall that I had grand plans to be in the Sea of Cortez by dawn Monday. . . but my daughter is suddenly back from over six months in the EU (let go of all reservs in Mexico), and (assuming clear skies around Cleveland, or thereabouts) -- she and I will road trip before dawn on Monday.

But only if the skies are truly flawless. I saw a perfect one in August 2017 in the Shawnee wilderness -- so a partially cloudy one. . . is probably not worth the effort.

We shall see, but it will be an oh-dark-thirty Monday morning call, for certain. Experiences are what enrich our lives, in the last measure, through memories -- not material things, per se. . . and so, why not a sublime experience, indeed?

But if you do go, be sure (per the NASA PSA masthead below) to only use approved (by genuine scientists!) goggles or other eye protection. [The next really superb US viewing of a total eclipse will be on August 23, 2044 -- 20 years off. But I'lll be here!] Onward -- grinning just the same.



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A Lil' Late With This, But JNJ Will Pay ~$13 Billion For Expanded Cardiovascular Intervention / Device Market Leadership: Getting Shockwave Medical.

There are certainly lots of competitors in the devices arena for cardiovascular surgical suite space globally, and lots of differing needs. But given what high-stakes, high priced procedures these almost always are. . . it is not surprising that a behemoth would emerge. And not surprising it would be. . . in JNJ's stable.

And that is exactly how this one is playing out. There is still plenty of market need for the Edwards LifeSciences of the world. . . but it too may eventually be on JNJ's shoppin' list. [Just a word, to those looking ahead, for M&A gainsplay. . . .]

Here is the latest on all that, from JNJ's MedTech division, itself (but with the renewed vigor of the DoJ's Antitrust desk in evidence, I might ease off the "market leadership" type boastings):

. . . .[JNJ's MedTech unit] announced it entered into a definitive agreement under which Johnson & Johnson will acquire all outstanding shares of Shockwave for $335.00 per share in cash, corresponding to an enterprise value of approximately $13.1 billion including cash acquired. The transaction was approved by both companies’ boards of directors. . . .

With the addition of Shockwave, Johnson & Johnson will expand its MedTech cardiovascular portfolio into two of the highest-growth, innovation-oriented segments of cardiovascular intervention – coronary artery disease (CAD) and peripheral artery disease (PAD). The transaction follows Johnson & Johnson MedTech’s successful acquisitions of Abiomed, a leader in heart recovery, and more recently Laminar, an innovator in left atrial appendage elimination for patients with non-valvular atrial fibrillation (AFib). These acquisitions complement and build on Johnson & Johnson’s established global leadership position in electrophysiology through the Biosense Webster portfolio. . . .

So it goes -- with all my NCAA picks turning up roses -- and the Kentucky Derby not too far off, now. Smile.

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Saturday Clean-Up: Looks Like We Should See The Name Spat Pre-Trial Order Around Mid-May(?) -- FINALLY!

It is interesting that the German Merck is apparently the one trying to delay disclosure of the expert witnesses, and the disputes about them -- not the US Merck.

We will see them, and delay (unless a confidential settlement is reached) really doesn't change anything. Here's the latest lay of the land, in four pages -- but we will quote the US Merck analysis, since it more correctly reflects standing federal civil procedure law and rules:

. . .It is common practice in this Court, and others, for the pretrial order to be filed before motions in limine are decided. Those motions may not be decided until close to trial. Parties then adjust their trial presentations as needed, not the pretrial order. The form of the Court’s pretrial order here reflects this practice. It required the parties to list in limine motions that were “contemplated,” but not yet briefed, as of the September 25, 2023 date the pretrial order was filed. (ECF No. 227 at p.6). The Court then ordered briefing to begin on May 3, and be completed by June 24, 2024. (ECF No. 247).

The May 10 update will remove issues that were resolved at the February 29 final pretrial conference (e.g., choice-of-law, elimination of German law experts, replacement fact witness process). It also gives the parties an opportunity to eliminate some other potential motions by stipulation, and identify which three motions in limine each selected for service on May 3. The parties can identify designations and exhibits implicated by each motion they served in the May 10 update for the Court’s convenience. In addition, Your Honor directed the parties to consider whether they can pare down certain objections they preserved to (i) fact deposition designations, and (ii) trial exhibits in the May 10 update. The parties know which motions they plan to file, and which objections they lodged against the evidence each motion implicates. They can take that into account now as they consider their objections.

KGaA’s suggestion to delay the filing of the final pretrial order until some date after motions in limine are decided will have significant disruptive effects on multiple fronts. Entry of the May 10 final pretrial order triggers the deadline for disclosure of replacement witnesses that Your Honor set at the February 29 pretrial conference. . . .

The pretrial order was originally due in June 2023 (ECF No. 218) and significantly delayed by KGaA to September 2023 to accommodate [German Merck's counsel's] availability as it is. . . . There is no sound reason to deviate from the routine and orderly progress towards trial by further delaying the May 10, 2024 final pretrial order. . . .

We shall see -- but it seems I won't have to intervene in Jersey, now.

Onward grinning. . . no matter what happens this weekend, I've beaten Mr. Obama in both the men's and women's brackets.

But if UConn can hold serve, and win it all, then I'll win every pool I am in (though I would like to see a Purdue loss tonight, since I had Marquette to get by them, and sadly they bowed out early... to NC State)! Heh!

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