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Once compared to GE's Jack Welch, Kozlowski's leadership style began to crumble in June 2002.

Kozlowski stepped down as CEO and Chairman of Tyco just as a criminal sales tax investigation, which began several months earlier, heightened.

He was released on a million bail after pleading innocent.

The paintings were allegedly shipped to New Hampshire, but were actually sent to his Manhattan home.

With this announcement, Edward Breen announced the Michael Useem of the Wharton Center for Leadership and Change Management would be working on the corporate governance issues.

He was charged with developing best corporate governance practices and working with the Board and Breen to make the changes within the corporation. December 31, 2002; The New York Times; Corporate Conduct: The Overview - Tyco Admits Using Accounting Tricks to Inflate Earnigns; Andrew Sorkin and Alex Berenson; Section A, page 1, column 1. May 16, 2003; Reuters; "Ex-Tyco Chief Gets OK to Pay Ex-Wife Support" 14.

The authors gratefully acknowledge the receipt of a 2002-2003 Daniel F. "The past year was terrible for Tyco, its investors and its employees.

Tyco International is an American conglomerate, operating in the electronics, healthcare, fire and security systems, underwater cables, commerical finance and flow control industries.Belnick did not qualify for Tyco's New York relocation program.Nevertheless, Belnick, in clear violation of the policies of the loan program, solicited and accepted a "relocation loan," and used than loan, plus another Company loan, to pay .75 million for an appartment on Central Park West." o "Drafting and executing a new "Retention Agreement" for himself that provided Belnick to receive a further payment (in addition to all of his other compensation and stock, and his existing options) by October 1, 2003 of approximately million, which was structured to assure him of .6 million after tax." o "Failing to disclose his compensation in required SEC filings, and fabricating documents after the fact to re-characterize components of his compensation so that he could argue that he was not one of the four highest paid officers other than the Company's CEO, each of whose compensation is required to be disclosed in proxy statements by SEC Regulation S-K Item 420." o "Failing to advise the Board that million in payments made without Board approval to Frank Walsh, a now former Tyco director, in connection with his role in the company's acquisition of The CIT Group, were improper, and that the company had a right to recover those payments." o "Failing to advise the Board of the improper conduct of Dennis Kozlowski of which Belnick was aware, and failing to take any action to remedy or even stop the contuation of such conduct, thereby facilitating, aiding and abetting Kozlowski's breach of his own duties to Tyco." o "Failing to advise the Board on May 3, 2002 that the company had received a subponea in connection with a criminal investigation of CEO Kozlowski and concealing from the Board the fact of the investigation until the evening of May 31, 2002, when Kozlowski began informing the Board." By August 1, 2002, a new CEO and Chairman of Tyco, Edward Breen, had been appointed. Sarah Stanwick, Auburn University, School of Accountancy Dr.Peter Stanwick, Auburn University, Department of Management No part of this case may be reproduced without the consent of the authors.

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