Both Mike Huckman and Brian Orelli Miffed About Merck's "Mealy-Mouthed" Disclosure Method, Of Late

I've now mentioned this three times, with three differing (buried) disclosures, related to New Merck, and at least a dozen times, back at legacy Schering-Plough. The good news is that both Brian Orelli, at The Motley Fool, and Mike Huckman, at CNBC -- have taken notice.

It is a general rule of good securities law compliance that if one announces good news by a certain channel, related to any arguably material development -- one should announce bad news related to the same matter, in the same manner -- i.e., same channel. Legacy Schering-Plough, under Ex-CEO Fred Hassan and Ex-GC Tom Sabatino, was particularly notorious for burying important, arguably material, information on the back-water pages of its Investor FAQs Archives, or "Frequently Asked Questions" PDF files. [At least once, in a stunt that would be laughable, if it weren't so sad, they would even delete, or "disappear" the link -- in the site-index -- to those pages. See graphic at right -- click to enlarge, and click immediately previous link for the back-story.]

New Merck seems to be, at least of late, following this same jerky approach. As Mr. Orelli keenly observed this afternoon:

. . . .Merck made the announcement in the FAQ section of its investors webpage, which seems like an odd place to announce such a critical piece of information. Wonder how the topic became a "frequently asked question" if no one knew the data from the trials was complete? You might think the cost of issuing a press release had gone up substantially, but considering the endless number of press releases that some baby biotechs issue, I doubt that's the reason. . . .

Mr. Huckman then chimed in with this entirely apt zinger -- in full-blown snark mode:

. . . .It was simply slipped on the IR page under "Merck FAQ’s" for someone to somehow uncover. Underneath that is yesterday’s date and this: "Keyword: Vicriviroc." Uh, like that’s really a clue that news is buried here. Vicriviroc, by the way, is the mouthful-of-a-name for the drug.

Let the sun shine in. . . .

Indeed -- and if that sunshine doesn't promptly reappear, let the the SEC's Corp Fin staffers (short for Corporate Finance) write New Merck a long comment letter -- on disclosure practice -- as it used to do, with legacy Schering-Plough, when Hassan/Sabatino were repeatedly-recalcitrant about forthwithly, and prominently, disclosing both the bad and the good news.




Object Lesson: some "back-alley" legal tricks are just a little too cute -- by half -- as CEO Clark may very well soon discover.