If Accurate -- This May Be Rather Enlightening

I am fairly confident that this Paul, Weiss lawyer -- writing at Boardmember.com (last name: "Russo") -- doesn't have access to any inside information that would contradict Merck's definitive SEC filings on the topic. [For federal would-be class action suits pending, on the topic of how then-Compensation Committee Chair Hans Becherer came to decide on CEO Hassan's pay, and option and phantom stock grant levels during 2008, and 2009, click the imaged-document at right. That is a page from Cain v. Hassan, et al.]

Just the same, if he is right, we could learn a lot, even before the reverse merger closes, on the topic of Fred Hassan's astonishingly-high pay for entirely sub-par performance, prior to the bust-up announcement in March of 2009.

But as I say, I suspect he is simply mistaken -- though here it is (in-context):

. . . .Rather than include a say-on-pay vote at its 2009 annual meeting, Schering-Plough Corp. took a different course going into the 2009 proxy season. In October 2008, it announced that it would conduct a shareholder survey on director and executive pay. At the time the survey was announced in October 2008, Schering had planned to distribute the compensation survey with its 2009 proxy materials and said it would discuss the survey results in its 2010 proxy statement. However, in the interim, Schering entered into an agreement to merge with Merck & Co. Schering nevertheless did send the survey materials to shareholders in May 2009 with the materials for its 2009 annual meeting as promised (the Merck merger has yet to close). According to material sent with the survey, the company is evaluating a process to complete and discuss the survey BEFORE the proposed transaction with Merck closes. . . .

[Emphasis supplied.]

As I say, while Schering's preliminary SEC filing, in May 2009, mentioned a possibility of it, these later-dated, and definitive SEC filings made by Merck, to solicit the vote in favor of the merger, say nothing of a pre-merger disclosure, on the survey, or any "say on pay", at either company. I just text-searched the entire filing, and the word "survey" nowhere appears in it; similarly the phrase "say on pay" is absent from the Merck definitive filing.

Finally (though fascinatingly), only three "Old" Schering-Plough directors will make the transition from Old Schering -- onto the "New Merck" board, filling out its 13 members. One of them has the last name Russo (as does the author of the Boardmember.com article, quoted above) though (Patricia F. Russo, former CEO of Alcatel-Lucent -- a telecommunications behemoth -- to be exact). I am sure it is a coincidence, but. . . interesting, just the same, no?

In any event, to be clear, if such a disclosure appears prior to the merger, I will certainly welcome it. Sunshine is always a good thing.

Otherwise, we may have to wait until discovery progresses -- in Cain v. Hassan, et al.