July 2, 2014
By Peter F. Stevens
The deal is completely legal. Medical-device titan Medtronic will soon complete a $42.9 billion deal to gobble up Massachusetts-based outfit Covidien. The swollen pact benefits Ireland’s economy, pays off big for two companies’ executives and stockholders, and will purportedly allow Medtronic to pump some $10 billion into research and development in the US. The deal, however, contains one aspect that raises questions about the continuing offshore tactics of American companies finding ways to set up shop overseas to wriggle out of paying taxes here in the States.
Before the local Chamber of Commerce comes at me with torches and pitchforks, please bear in mind that no one is saying there is anything illegal about the massive deal. Still, as Richard Ainsworth, the director of Boston University’s graduate tax program, told the Boston Globe on June 17, Medtronic is taking full – legal – advantage of an “inversion,” a buyout in which the normal process is “flipped.” It just so happens that while Covidien’s US headquarters is in Mansfield, Massachusetts, where virtually all of the company’s corporate staff works, the outfit possesses an “Irish address.” For tax purposes, Covidien is based in Dublin. Of the company’s approximately 38,000 employees, some 1,500 work in the Dublin “headquarters.” Medtronic is headquartered in Minneapolis, but thanks to “inversion,” Medtronic will be “reincorporated” in Ireland and subject only to the requirements of the Irish tax code for foreign companies – a gargantuan and sweet savings for the company.
Said Ainsworth of the deal: “If I did this thing straightforward, then Covidien would live in Minneapolis, but we don’t want that. So we do it the other way around, so we have the small fish [Covidien] eating the big fish [Medtronic]. It doesn’t make a whole lot of sense.”
Inversion buyouts have caught the attention of several senators in Washington. The Levin (Sen. Carl Levin of Michiganm) Bill – the Stop Corporate Inversions Act of 2014 – currently has only twenty co-sponsors, showing the stranglehold that corporations have upon bought-and-sold legislators. The bill’s proponents claim that removing the inversion loophole would bring in some additional $20 billion in tax revenue.
The deal’s impact upon Massachusetts is ironclad: large layoffs in Mansfield because of “overlap” with similar departments in Minneapolis. That is the price of any merger, and in full disclosure, one of my family members will likely be among the corporate cuts in Mansfield.
Thanks to inversion, Medtronic has found its proverbial, legal, low-tax pot-o’-gold in Dublin. One hopes that Senators Levin, Elizabeth Warren, and others will continue to push for closer scrutiny of such “buyouts.” Fair and free commerce should be the standard both here and in Ireland – not corporate freebies for Medtronic and other recipients of inversion welfare.
For their part, Medtronic executives dismiss any contentions that Covidien’s Irish address played anything but a minor role in the deal. The company asserts that its “Irish reincorporation” will only bring a “slight benefit.” Sounds like Medtronic’s Minneapolis crowd already has a profound understanding of blarney.
Turning from greed to green, so to speak, welcome news for Irish and Irish-American golf lovers arrived with the Royal & Ancient’s (R&A’s) recent announcement that for the first time in more than six decades, the British Open will be held outside of England and Scotland. The fitting venue will be none other than one of Northern Ireland’s most venerable links – Royal Portrush.
The last time that the British Open championship was staged outside England and Scotland was in 1951 – at the same Northern Irish seaside tract. Although the wait will be until 2019 or 2020, the move reflects just how far Northern Ireland and Irish golf overall has advanced in the past decade or so.
With such Northern Irish stars as Rory McIlroy, Graeme McDowell, and “graybeard” Darren Clarke having joined the Republic’s Padraig Harrington as major champions and reportedly pushing R&A officials to give the Emerald Isle its golfing due. R&AS head honcho Peter Dawson told the media, “We couldn't be more excited about bringing the Open back here to one of the world's truly great links courses. There is a rich heritage here. It will give the game here and the whole region huge exposure.”
Only one British Open has been held in Ireland, and it happened at Royal Portrush in 1951. All of the island’s hopes rested with “Whistling” Fred Daly, who had become the first Irish player to win a major, the 1947 British Open, at Hoylake, and the only “green” major champion until Harrington many years later. Daly had learned and honed his stellar game at Portrush.
The homegrown champ fell short. The victor at Portrush was Max Faulkner, one of the more colorful golf characters of the era. According to one account, the notoriously cocky Faulkner, before heading onto the Northern Irish links for the 1951 Open’s final round, signed several autographs in the following fashion: “Max Faulkner, Open Champion.”
He had ample reason for confidence, having bested harsh winds to card 71, 70, and 71 headed into the last day. In that final round, he had to ward off a strong challenge from Argentina’s Antonio Cerda, but Cerda’s six-shot blow-up on Portrush’s devilish par-3 14th helped clinch a two-stroke victory for Faulkner.
One suspects that in 2019 or 2020, a glut of “Irish Medtronics” executives and entourages will flock to Portrush, given the “long-standing” Irish roots of the company.