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00:00QUESTION BECAUSE WHAT YOU'RE REALLY ASKING IS WHAT DO WE VALUE? DO WE VALUE SHAREHOLDER VALUE? DO WE VALUE SOME THINGS ABOUT SOCIETY? REALLY, KIND OF AN EXPERIMENT IN WHICH WE GOT PEOPLE TO BE IN CHARGE -- THE MANAGER FOR A BANK. THEY COULD DO ALL KINDS OF MEASURES THAT ARE REVENUE ENHANCEMENT IN THE INDUSTRY BUT YOU COULD CALL THEM SCREWING UP YOUR CUSTOMERS. THE MANAGER OF A VIRTUAL BANK HAS A CHOICE OF WHICH OF THOSE MEASURES TO USE. IN ONE CASE, WE TOLD PEOPLE THERE ONLY OBLIGATION WAS TO MAXIMIZE SHAREHOLDER VALUE. THE OTHER ONE WE SAID, YOU'RE RUNNING THE BANK. THE MOMENT YOU ADD THE STATEMENT, MAXIMIZE VALUE, ALL THE SUDDEN PEOPLE FIND WAYS TO USE THESE UNETHICAL MEASURES. THE THING IS THAT IT'S OFTEN SELF-SERVING. SO, IF YOU MAKE A CEO GET PAID BASED ON STOCK OPTIONS, THEY FIND A WAY TO DO THESE THINGS FOR SHAREHOLDER VALUE, BUT IN FACT FOR THEIR RETURN, RIGHT? SO, THERE IS A REALLY COMPLEX SITUATION. IF YOU GIVE PEOPLE A REASON TO DO IT FOR SELFISH REASONS, AND YOU GIVE THEM A WAY TO DO IN A WAY THAT THEY CAN MORALLY JUSTIFIED IT. THEY USE THE JUSTIFICATION OF SHAREHOLDER VALUE TO JUSTIFY WHAT IS GOOD FOR THEM PERSONALLY. I WOULD LIKE TO SEE A MORE OBJECTIVE COMPANY AND SAY, WHAT WOULD HAPPEN IF THEY WERE NOT COMPENSATED? WOULD THEY STILL FIND IT MORAL? DAVID: DAN TALKED ABOUT THE FORCES AT PLAY. HOW BIG -- IS IT AT THIS POINT? DREW: THE U.S. CORPORATE TAX RATE IS 35%. PROFIT YOU MAKE IN THE U.S. WILL BE TAXED AT THAT RATE MINUS WHATEVER YOU'RE ABLE TO DO. PFIZER GETS DOWN TO 25% GLOBALLY. TAXES ABROAD ARE MUCH, MUCH LOWER. ALLERGAN ARE BASED IN IRELAND AND THEY PAY 15%. WHEN YOU'RE TALKING ABOUT SHAVING 10 PERCENTAGE POINT OFF A COMPANY THAT BRINGS IN $55 BILLION IN REVENUE EVERY YEAR. IT'S A MASSIVE AMOUNT OF MONEY FOR PFIZER. IT IS A HUGE BOOST AND ADVANTAGE FOR A COMPANY THAT LIVES IN A LOWER TAX -- I THINK WE'VE SEEN NUMBERS TOSSED AROUND BILLION IN TAX -- $2 BILLION IN TAX SYNERGIES. WE HAVE SEEN THESE COMPANIES, NOT JUST PFIZER. A TON OF COMPANIES HAVE MOVED INTO THESE EUROPEAN TAX DOMICILES. A TREND WE HAVE SEEN GOING ON IN THE PHARMA INDUSTRY. THIS ONE WOULD BE THE BIGGEST ONE OF ALL TIME BUT IT IS FAR FROM THE FIRST. STEPHANIE: ARE YOU SURPRISED BY THE PRICING? HE THOUGHT THE DEAL WOULD COME BETWEEN 325 AND 350. MAYBE A YEAR FROM NOW WHEN THE DUST SETTLES, YOU COULD TRULY REALIZE THE VALUE. MAYBE 375. HERE WE ARE TALKING 380. DREW: IT IS NOT OUT OF REACH FOR PFIZER. WHAT ALLERGAN IS THIS TAX SITUATION. THE WAY THESE RULES WORK TO GET OUT OF THE U.S., YOU HAVE TO BUY A TARGET THAT IS A LARGE ENOUGH SIZE TO PASS MUSTER WITH TREASURY. SO, THERE ARE NOT MANY OF THOSE THINGS AVAILABLE TO HAVE THE FLEXIBILITY TO DO A DEAL. ONE OF THE THINGS WENT PFIZER TRIED TO BUY US TO SENECA, THEY RAN INTO A TON OF POLITICAL PROBLEMS. AFTER ZENECA, -- ASTRA ZENC ECA, THE U.K. GOVERNMENT WAS WORRIED THAT PFIZER WOULD FIRE ALL THESE BRITISH SCIENTIST. ALLERGAN HAS TECHNICALLY RUN OUT OF IRELAND, BUT THEIR OFFICES ARE IN NEW JERSEY. SO, THEY'RE JUST -- THERE ARE VERY FEW COMPANIES OF THAT SIZE THAT DID NOT PRESENT THE OBSTACLES YOU HAVE ON A NATIONALISTIC FRONT. THAT IS AN EXTREMELY VIABLE ASSET. DAVID: ALLERGAN-PFIZER IS NOT THE ONLY NEWS. SQUARE RACE 1/3 LESS THAN SOUGHT. WHILE MATCH GROUP RAISED $40 0 MILLION. YOU HAVE BEEN FOLLOWING SQUARE. ERIK: THIS IS WHAT MANY PEOPLE THOUGHT WAS GOING TO HAPPEN TO SQUARE. SQUARE HAD BEEN TAKING DOWN THE TARGETED RANGE FOR A DEAL FOR A WHILE ALREADY, BUT THIS IS IN MANY RESPECTS THE DOOMSDAY SCENARIO FOR A COMPANY THAT IS TRYING TO GO PUBLIC. THE COMPANY THAT HAD RAISED MONEY AT A RICH VALUATION. A $6 BILLION VALUATION. JACK DORSEY ALSO THE CEO. INTO A TOUGH MARKET. THERE IS NO QUESTION FOR THE MARKET ENVIRONMENT IS VERY CHALLENGING. BUT TO HAVE THE MOMENTUM AND THE OPTIMISM SURROUNDING YOUR COMPANY, WHICH WAS VERY STRONG A YEAR AGO, ALL OF A SUDDEN EVAPORATE AT THE WRONG MOMENT SUCH THAT YOU END UP PRICING YOUR SHARES BELOW THE VERY BOTTOM OF WHAT YOU THOUGHT YOU COULD RAISE. STEPHANIE: WHY DID THEY -- DON'T THEY WAIT? ERIK; ONE OF THEIR VC VENTURES WANTS TO CASH OUT. THERE IS SO LITTLE MOMENTUM, THEY ARE LOSING MONEY. THE COMPETITION IS INTENSIFYING. BETTER TO GET THE CASH OUT NOW, THAN TO WAIT FOR THE POSSIBILITY OF MIGHT BE WORTH LESS. STEPHANIE: LI STEN, WE ARE RUNNING OUT OF BUSINESS. THERE IS TOO MUCH COMPETITION. DO YOU WANT TO BUY? DAVID: WE ARE LOSING MONEY. ERIK: THE CRITICISM HERE ISN'T NECESSARILY DIRECTED AT THE INVESTORS WHO ARE WILLING TO PAY $9.00 A SHARE, WHICH IS WHAT IT SOLD IT LAST NIGHT. IT'S THE PRIVATE INVESTORS WHO DECIDED IT WAS WORTH $6 BILLION A SHARE IN THE LAST ROMP OF THE CRAZINESS AS AROUND THE VALUATIONS IN THE PRIVATE FINANCE. STEPHANIE: THE FINAL ROUND OF PRIVATE INVESTING IS A CLASSIC FEAR OF MISSING OUT. I WOULD LOVE TO JUST BE SPEAK TO THE PSYCHOLOGY BEHIND US THAT PEOPLE ARE RACING BECAUSE THEY THINK THAT THESE ARE UNBELIEVABLE BUSINESSES AND NOT LOOKING AT THE NUMBERS. DAN: THE FEAR OF MISSING OUT IS EVERYWHERE. FACEBOOK IS GIVING US LOTS OF -- IT'S ABOUT TWO THINGS. STEPHANIE: NOW FACEBOOK THE COMPANY. THE WAY PEOPLE USE FACEBOOK. DAN: IT IS ABOUT CREATING A DIFFERENT REALITY THAT YOU CAN COMPARE YOURSELF TO. SO, IF THERE IS A GREAT PARTY AND YOU DO NOT KNOW ABOUT IT, NO ISSUE. BUT IF THERE IS A GREAT PARTY AND YOU CAN FIND OUT ABOUT IT, WHAT DO YOU HAVE? I DON'T WANT TO GET INTO A STATEA IN WHICH I SAY TO MYSELF I COULD HAVE DONE THAT. WE COMPARE CELLS TO AN IMAGINARY STATE -- WE COMPARE OURSELVES TO AN IMAGINARY STATE. IMAGINE MISSING A FLIGHT BY TWO HOURS OR TWO MINUTES. THE TWO MINUTES IS MORE PAINFUL. NOT BECAUSE OF BEING STUCK AT O'HARE WITH BAD FOOD. BECAUSE YOU CAN IMAGINE THE REALITY. YOU COMPARE YOURSELF TO THAT REALITY. THAT REALITY YOU CANNOT EASILY IMAGINE COMPARING YOURSELF TO. THERE IS A BEAUTIFUL STUDY ASKING WHO IS THE HAPPIEST? PEOPLE WHO WIN THE SILVER MEDAL OR BRONZE? WHAT THEY SHOW IS THE BRONZE PEOPLE ARE HAPPIER. WHY? STEPHANIE: HAPPY TO BE THERE. DAN: WHAT ARE THE CIVIL PEOPLE SAYING? I WOKE UP FOR FOUR YEARS -- I COULD HAVE BEEN THERE. A LOT OF THINGS ABOUT INFORMATION CREATE THE POSSIBILITY FOR CREATING -- FOR COMPARING OURSELVES. WE FEAR THAT SOMETHING WILL HAPPEN. WE KEEP ON CHECKING. I DO WANT TO SAY ONE MORE THING ABOUT SQUARE. THERE'S A PRINCIPLE CALLED THE PAIN OF PAYING. SO, IMAGINE YOU GO OUT TO DINNER TONIGHT AND YOU PAY WITH CASH OR CREDIT CARDS. THEY FEEL DIFFERENTLY. ONE IS YOU SEE THE MONEY GOING OUT. IMAGINE OWING THE RESTAURANT AND PEOPLE EAT 50 BITES AND PAY $50.00. I WILL GIVE YOU A DISCOUNT, HALF A DOLLAR PER BITE. THE BIT YOU DON'T EAT, YOU DON'T PAY. I MARK DOWN EVERY BITE. PEOPLE HATE IT. IT IS A CHEAP MEAL. WHEN I TEACH PEOPLE ABOUT THE PSYCHOLOGY OF MONEY. I BRING PIZZA AND I CHARGE THEM 25 CENTS PER BITE. THEY EAT HUGE BITES. BUT THE RETURN -- NOW, SQUARE HAS THE CAPACITY TO CREATE VERY LOW PAIN OF PAYING. YOU SEE MONEY GOING AWAY. YOU TAKE A BITE AND SAY, THERE IS MONEY GOING ON. WHAT WORRIES ME ABOUT THIS TECHNOLOGY IS AS LONG AS WE HAD PHYSICAL MONEY, WE ARE CONSTRAINED BY IT. NOW THAT WE HAVE DIGITAL MONEY, THERE ARE WAYS TO MAKE ADDITIONAL MONEY FEEL MORE OR L ESS PAIN OF PAYING. WE CAN GET PEOPLE TO BE MORE THOUGHTFUL. YOU CAN GET PEOPLE TO BE LESS THOUGHTFUL. A LOT OF THINGS ARE GOING IN THE DIRECTION OF GETTING PEOPLE TO BE LESS THOUGHTFUL. PEOPLE DO NOT REGISTER THE AMOUNT OF MONEY. HOW GOOD WILL THAT BE FOR SOCIETY LONG-TERM? IF YOU ARE UBER NOW, IT IS GOOD FOR THEM TO GET MONEY OUT OF PEOPLE WITHOUT THEM UNDERSTANDING WHAT MONEY IS GOING OUT. DO WE WANT TO CREATE ELECTRONIC PAYMENTS THAT GET PEOPLE TO SPEND A LOT WITHOUT THINKING ABOUT IT? WHERE IS OUR FUTURE IF THAT IS THE REALITY? ERIK: YOU ARE RUNNING A BUSINESS. DAVID: THE PAIN OF PAYING. DREW ARMSTRONG, THANKS FOR JOINING US. TWO INTERVIEWS COMING UP ON BLOOMBERG TODAY. MATCH GROUP CHAIRMAN GREG B LATT JOINS US H ERE. AND JACK DORSEY AT 10:15. FROM THE NEW YORK STOCK EXCHANGE

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Tax Inversions: What's the Corporate Responsibility?

Duke University Fuqua School of Business's Dan Ariely discusses the ethics of tax inversions. Bloomberg's Drew Armstrong and Erik Schatzker also speak on "Bloomberg ‹GO›." (Source: Bloomberg)

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