Corporate Failures: Tyco International Ltd

Tyco International Ltd. made several products, from healthcare supplies to electronic and plastic adhesives. It accused three former high-level executives to have entered into a fraud. The three accused managers were former CEO L. Dennis Kozlowski, former Chief Financial Officer Mark Schwartz, and former general counsel Mark Belnick who have since been indicted for fraud and theft by the Securities and Exchange Commission (SEC) as well as their former employer.

Both, the SEC and Tyco International indicted the former executives on charges of civil fraud and theft. They were accused of giving themselves interest-free or low interest loans for personal purchases of property, jewelry, and other frivolities. According to the SEC and Tyco, these loans were never approved or repaid. These former high-level executives were accused for the following reasons:

1. Waiver of Loans to employees and themselves:
Kozlowski and Schwartz were accused of issuing bonuses to themselves and other employees without approval of Tyco’s Board of Directors. These bonuses in effect acted as de facto loan forgiveness for employees who had borrowed company money or were used to buy the silence of those who suspected the former CEO and CFO of fraud. The individuals who received loan forgiveness said that they were not aware that they were participating in anything illegal; they were told the program had the board’s approval. Tyco and the SEC say it did not.

After an internal investigation into the matter by Tyco, it was revealed that 11 out of 51 Tyco employees were discharged from the liability of repaying loans at Kozlowski's direction and without board approval. This amounted to $56 M in bonuses that in effect canceled out loans they had taken from the company's relocation program, adopted in 1995. This went to such an extent that in addition to waiving the loan repayment, extra money was provided to reimburse them for the tax consequences of the loans.


How did it happen?
Kozlowski, issued a memo in September 2000 to an HR officer that the board had approved more than $95 million in forgiving loans to employees, even though it hadn't. Kozlowski told Patricia Prue, Tyco's Senior Vice President, HR, that the loan forgiveness payments were meant as a bonus for their good work. In turn, Prue also received a forgiven loan of about $1.3 M.

Mark Foley, a vice-president of finance, prepared a memo signed by Schwartz, that showed the company would include the expense as part of other charges, rather than account for the loans individually as employee compensation.The total payout from the program was $96 M, of which Kozlowski received $33 M and Schwartz $16.6 M.

2. Selling of Company Shares:
Kozlowski, Schwartz, and Belnick were also indicted on charges of selling their company stock without telling investors, despite their obligation to do so under SEC rules. In sum, the three are accused of stealing $430 M dollars from Tyco International.

3. Misuse of Company Funds:
Kozlowski used company’s funds for personal expenditures, including a $15,000 umbrella stand, $97,000 for flowers and $2,900 for coat hangers. Some of the furnishings that lacked any "legitimate business purpose" included a $17,100 traveling toilet box; a $6,000 shower curtain; and $2,200 gilt metal wastebasket.

The company said Kozlowski misused $62 million of the company's coffers to purchase a $16.8 million apartment on Fifth Avenue in New York and $14 million for improvements and furnishings to the apartment. The executives lived lavish life on the company’s funds.

4. Avoiding sales tax on paintings:
Kozlowski bought roughly $13 million in paintings and was charged with conspiracy, tampering with physical evidence, falsifying business records and sales tax violations. The paintings included "Fleurs et Fruits" by Pierre Auguste Renoir and "Pres Monte Carlo" by Claude Monet.

How did it happen?
Kozlowski and his coconspirators generated false documents, such as invoices and shipping documents, to make it appear as though the artwork was to be shipped out of state and therefore not covered by New York state sales tax provisions. In order to thwart tax auditors, Tyco employees were directed to sign false documents reflecting the receipt in New Hampshire of artwork.

Kozlowski actually shipped empty boxes out of state and had an art consultant remove a $425,000 painting from his $17 million duplex apartment at the corner of 76th Street and Fifth Avenue and ship it to Tyco offices in New Hampshire. There, an employee allegedly signed for it before it was immediately returned to Manhattan and reinstalled in the apartment.



How was it revealed?
Kozlowski's downfall started in early January, 2002, when Irwin Nack, an investigative counsel to the superintendent of the New York State Banking Dept., came across a series of bank transfers that struck him as highly unusual. Within few days, a number of transfers had moved into the bank account of high-end Manhattan art dealer Alexander Apsis. From there, they were quickly moved to offshore accounts. Morgenthau had put 6-8 people on the Kozlowski case full-time, including investigators, analysts who specialize in economic transactions and financial records, lawyers, and paralegals.The team worked all summer examining subpoenaed documents, e-mail, and financial statements -- and built a much larger case against Kozlowski and other Tyco executives. It accused the former CEO and CFO Mark Schwartz of taking $170 M out of the company and pocketing $430 M more in tainted stock sales. From one small suspicion grew one of the biggest white-collar cases in history.

How to "remove" words from a spell-check Dictionary

Sometimes, we add words to the spell-checker dictionary, after which they do not again turn up. thanks to slightly careless use of the spell-checker. There may be other words you want the spell-checker to throw up for our attention. For example, you may want the words, "filed" and "massage" to be marked as misspellings because you know that the author probably meant "field" and "message". How is that achieved?

1) Create a new document in Word. (or you can use the Notepad for this)
2) Add each word for your exclusion dictionary on a separate line.
3) This file must be saved as a text only file type so if using Word, use File/Save As and change the file type to Text Only (*.txt)
4) Locate folder for your main dictionary (*.lex) and name the file using the same name as your main dictionary but with an .exc file extension.

Typically, the main dictionary is located in the \Microsoft\Proof or \Microsoft Shared\Proof folder, but you can also use Start/Find/Files or Folder and search for *.lex.
The name of the dictionary depends on the language and version of Office that you are using. For example if using English (United States):
Main dictionary:Word 97: Mssp2_en.lexWord 2000: Mssp3en.lex
Exclusion Dictionary:Word 97: Mssp2_en.excWord 2000: Mssp3en.exc

You may need to restart Word after doing this for the exclusion dictionary to be recognised.

A useful "Easter Egg" in Word

"Easter Eggs" are hidden, undocumented features built into software applications. One such useful easter egg in Microsoft Word is described below.

Very often, when we are creating templates, we need running text to check (for example) the number of lines that fit on a page. We might also need text to get a feel of how the whole page will look like when text is filled in. An easy way of inserting dummy text for such purposes is described below.

If you key '=rand()' (without the quotes) and press Enter, you will get 3 paragraphs, 3 sentences each of 'The quick brown...'. If you insert 5,10 between the parentheses, you get 5 paras, 10 sentences each of the same text.

I would be glad to attribute this to the person who told me about it, but I learnt it so long back, that unfortunately I am unable to remember.

Have you seen Open Office lately?

About 3 years back, I had occasion to use, and compare, MS Office with the then available version of Open Office (1.0.something). At the time, I had listed several points of superiority of the latter over the more ubiquitous product. Recently, Open Office version 2.0.4 has been released (a 93 MB download from www.openoffice.org), and promises non-trivial improvements over both, its own earlier product, and the Microsoft Product. Prominent among them is the file format: Open Office 2.0.4 uses the Open Document format, or ODF, the first fully certified--by OASIS and the ISO--open standard for office documents.

This comparison exercise needs to be done again. My old list is given below. Remember, this compares version 1 of Open Office with Office XP.

1. It is free (www.openoffice.org). Windows version is a 50 MB download. Linux and Mac versions are also available.

2. It is in at least a few ways one-up on Word 2002. Some of these are listed below:

• Supports CMYK as well as RGB colour
• Has ability to define a heirarchy (classification) of styles in a template to classify styles for easier access
• Has ability to anchor objects to even a character or page and not just a paragraph
• Allows you to insert and run Java Scripts or the URLs where the scripts are available, at any location in an HTML document
• Allows you to enter References directly into a bibliographic database and call them in a document, now separately available as third party plug-ins to MS Word
• Has its own fairly sophisticated WYSIWYG Math Editor comparable to MathType which is a separate, paid Add-in for MS Word
• Allows part of a document to be designated at Read Only
• Can hyperlink document content to a particular e-mail
• Can assign “Ruby text” (a pronunciation key) to selected Asian language text and specify alignment of ruby text separately
• Search and Replace facility can allow searching for Widows or Orphans
• Style definition flexibility is considerably superior to MS Word. Consider what Style definition permits in Open Office:
• Different specification for Widows and for Orphans
• Separate fonts for Asian and for Latin Text characters, which is not available in Word 2000 but is available in Word 2002. Specifying how many characters permissible before and after hyphen, in addition to hyphenation zone
• Many more styles of underlining than MS Word
• Font in embossed and engraved effects besides shadow
• Placing special emphasis characters above or below each character of style
• Superscript and subscript sizes and positions to be varied as percentage of normal font sizes
• Creation of decimal aligned tab to align at a comma or any other character by treating it as the decimal character
• Setting a grid for a Reference style and for the base line of another style to snap to the grid of the reference style.
• Alignment of characters of para to base or top where a few characters in a paragraph are in significantly larger font than others.

3. It is quite programmable because
a) It has its own answer to Visual Basic
b) it can translate VBA macros in existing Word files into its own version of Basic and
c) It also supports programming in Java.
d) I haven't tested out the programming languages and features and hence cannot comment on how good or bad they are.

4. It has a "developer version" and the source code of each version also available for download.

5. It can open any version of MS Word or RTF, or MS Excel files, and also save in any MS Office format.

Microsoft Word Trick

Have you ever wanted to have portrait headers and footers on a page that has text or tables running in landscape mode, or vice versa?
See the screen capture.

Note carefully the smart tag icon, the justification icons on the toolbar and the cursor in the picture.

Do you understand how this effect is achieved ?
The page setup is itself changed.
The text is on the page and not in a text box.

The Header is in the Header pane.

Add a comment if you know or want the solution to this challenge.

InBox tracking changes in your favourite websites

Another new exciting product from Google!

Just imagine: Like your email client fetches all your new email, a webpage that fetches the new webpages from all your favourite websites!

The new product is called Google Reader.

Secularism

Mr M C Chagla wrote, in his autobiography, Roses in December, as below:
"As a legal concept, secularism means equality before the law, and no distinction between one citizen and another as far as the application of laws is concerned. It also means equality of opportunity and a refusal to classify citizens into first class citizens and second class citizens. But in my opinion, secularism is much more than that. Secularism is an attitude of mind and a quality of the heart. It is a matter of temperament, of outlook, even of feeling. A man with a secular outlook looks upon all persons as human beings pure and simple, equally estimable or precious, not only in the eye of the law, but in the eye of God. You refuse to classify people according to the religious labels which you attah to them. You do not think of a man as a Hindu, a Muslim or a Christian, but merely as a human being. You make friends with him as a human being and you deal with him as a human being. You are not conscious of the religion he professes.

I remember when I went to the United States as Ambassador, when I was asked at my first Press Conference whether I was a Muslim, I answered, 'How is it any business of yours what my religion is? That is purely my personal affair. All that you have a right to know ndian and proud to be an Indian. When I meet an American I do not ask him 'Are you a Protestant or a Catholic or a Jew?' To me he is a citizen of the United States and I treat him as an American. I do not understand why you take this attitude when you are dealing with the people of India.'"

Not only are we now seeing such a viewpoint genuinely and fervently held by a person in India dismissed and rubbished as "pseudo-secularism".

Even in the US, the so-called "melting pot", they now have a USA PATRIOT Act (full text Wikipedia Entry) under which the vast majority of persons on the receiving end of its draconian provisions in the 5 years that it has been on the statute books so far, have belonged to a particular community, as BBC found out. Mr Chagla was indeed, deeply prescient, and clearly foresaw this happening. He wrote:

"Today, one great problem of democracy is to reconcile the rights of the individual citizen with the rights of the State. The citizen has to be protected against an all-powerful State. The citizens' rights have to be safeguarded by the judiciary, which has been constituted as a custodian of those rights."

Legal Profession -- Then and Now

In a Gallup Poll in the US last year, only 16% of the respondents thought that lawyers were honest and ethical, above only car salesmen and stockbrokers. This compares with nurses (83%) and medical doctors (68%).

Michael Asimov, wrote in a paper published in 2000:
"Polling data demonstrates clearly that the popular perception of the character and the ethics of American lawyers, and the prestige of the profession, have plunged precipitously since the 1970s."

He then goes on to justify the low light in which lawyers are perceived in these words:

• Lawyers will always be distrusted, in part because their assigned task is to play whatever role and manipulate whatever law a client’s interest demands.
• Lawyers tend to represent the rich and powerful; naturally everyone else who can’t afford lawyers resent that.
• Even more significant, lawyers are doomed to be unloved because criminal practice is their most public function.
• As lawyers see it, justice requires that an accused person have the benefit of appropriate process, such as the reasonable doubt rule or the privilege against self incrimination. This perspective is not shared by most members of the public, especially when it comes to criminal law. Most people think that justice means finding the truth regardless of the adversarial system, procedural technicalities, statutory loopholes, police or prosecutorial misconduct, or lawyers’ tricks.

Asimow later quotes the findings in a Harris Poll. In its introduction to polling data, Harris Poll (#37, Aug. 11, 1997) wrote:
"Recent Harris Polls have found that public attitudes to lawyers and law firms, which were already low, continue to get worse. Lawyers have seen a dramatic decline in their “prestige” which has fallen faster than that of any other occupation, over the last twenty years. Fewer people have confidence in law firms than in any of the major institutions measured by Harris including the Congress, organized labor, or the federal government. It is not a pretty picture.
In 1977 over a third of the public (36%) believed that lawyers had “very great prestige.” Today, twenty years later, that has fallen to 19%. In other words, almost half of the people who accorded lawyers great prestige then do not do so today. No other occupation has fallen so sharply....
For the last thirty years Harris has been tracking the confidence people have in the leaders of various institutions. In the most recent survey, only 7% of the public said they had a great deal of confidence in the people running law firms. This places law firms at the bottom of the institutions on the list. The 7% figure is not only the lowest number recorded for law firms over thirty years, it is actually the lowest number recorded for any institution over thirty years."

This stands in stark contrast to Mr M C Chagla's words, written after a lifetime on the Bench and at the Bar, quoted below from his autobiography (Roses in December), penned in 1973:

"The Bar is one of the most important of all professions. He who joins it belongs to a great fraternity. The most valuable asset he enjoys is complete independence and integrity. He is no man's servant. He is not compelled to do any work which he does not want to do. He cannot be compelled to argue in a manner which, though it might please his client, would, in his opinion, be detrimental or prejudicial to his cause. He has to be courteous to the judge, but at the same time he can maintain his integrity and the right to express his own views, even though they may not be acceptable or palatable to the presiding dignitary."

How things change with time!

M C Chagla's Guests at Raj Bhavan

Roses in December is the autobiography of M C Chagla, a great lawyer, and the first Indian Chief Justice of the Bombay High Court, who took office on 15 August, 1947. He later was also the Acting Governor of Maharashtra. During that tenure, those were the days of Hindi-Chini Bhai-bhai; China had not yet been admitted as member of the UN and Chou En-lai, the Prime Minister of China under Mao, was one of the guests of Mr Chagla at Raj Bhavan. Mr Chagla writes that during a discussion on international relations, he told Mr Chagla that

"China was not going to beg or go down on her knees for admission to the United Nations. He said, a time would come when the world would want China to come into the World Organization, and China could well afford to wait until that time".
Prophetic words, indeed!

Another guest was the Dalai Lama of TIbet. As host, he received two instructions from Delhi about the visit. One, that the Dalai Lama was a strict vegetarian and two, if possible, women should not be invited to the state banquet. Mr Chagla ignored the second instruction and ensured that Mrs Chagla and some other ladies was present at the dinner, but overriding protocol, instead of her sitting next to the Dalai Lama, he himself sat there. As for the first instruction, a vegetarian thali meal was served. The rest is quoted verbatim.
"There was a surprise from an unexpected direction. The next morning, my ADC came to me and unbelievingly told me what the Dalai Lama wanted for breakfast. Apparently the Dalai Lama had asked for kidney and sausages. So much for Delhi's knowledge about the culinary habits and tastes of important visitors."

Banks -- Their importance to financial markets

With the Sensex at an all-time high of 12900, I do not know what to think about investing in the stock market. Idly, my hands went to a book which I had written in September, 1991 (it was published in November '91 by Bharat Law House, Delhi). One small extract from it struck me as relevant even today as a sobering thought and influence.

"Our stock markets are still not so large that they cannot be affected except marginally by the actions of a few large operators acting in concert. This has happened today ... Already the BSE Sensex (Sensitive Index) has risen over 65% over only one year -- from around 1200 to nearly 2000 today. This is the tell-tale evidence of too much money chasing too few shares."

And another one:
"... there is a logical limit beyond which share prices cannot be leveraged. This limit is linked to the amount of real assets which all shares represent in totality. As long as there is some relation of the amount of shares available in the markets and the amount of real assets represented by this share capital, share prices can be maintained.
But what happens when, for every rupee of real asset, there are Rs.10,000 or more worth of shares? There will be many companies and funds which have no real assets barring a table and a chair, and yet, they will be capitalised in the millions on the stock market.
When too many such companies come to exist, sober reality will begin to assert itself and the stage will be reached when the people will realise that the Emperor is not really wearing clothes at all. Then will come the massive denouement: prices will begin to plummet in the stock market and people will lose confidence in all shares. This is exactly what happened in the United States" (in the late 1920s)
... What we are seeing is the beginning of an investors' bubble: the task before the Establishment is to puncture the bubble before it gets too big, and puncture it without it bursting, but so that it subsides gradually. By all standards, this is a delicate task."

This proved very prophetic --- and very soon too. In May 1992, a scarce 5 months after this was published, came the first denouement. Then we had the Ketan Parekh lesson of the mid-1990s. Each of these saw two banks go belly-up. In the first, it was the Bank of Karad and Metropolitan Co-operative Bank. In the next, it was Global Trust Bank and the Madhavpura Co-operative Bank. The lesson I saw in these experiences was that banks are the soft underbelly of the financial marketplace. If you have strong banks with robust processes and people, that is the best insurance against major shocks in the marketplace.

Fishlock's Eye-view of India

Trevor Fishlock lived and reported out of India for several years. He wrote a book called INDIA FILE, chronicling his view of India, which was first published in 1983. His "outsider-looking-in" view of India is very perceptive indeed, and still rings true, even a quarter-century after it was first written. It is rivalled in recent times by Suketu Mehta's Maximum CIty, which chronicles the seamier side of Mumbai city alone.

Some excerpts will (hopefully) indicate why I found this old book which I chanced upon, so interesting.

"Indians are a tactile people, living thigh by thigh, jostling, rubbing, holding hands and embracing, close to each other's breath and borborgymi, the bubble of each other's pots. They have learned to cram, to take a deep communal breath to admit just one more, to fill every crevice, to hang by their nails, to sit on one buttock, to stretch the seams of their streets, houses and vehicles. ... Indeed, the true Indian motif is not the Taj Mahal, the elephant or the patient-peasant behind the ox-drawn plough. It is the crowd, the ocean of faces in the land of multitudes, endlessly stirring, pushing, moving, as teeming and vigorous and urgent as spermatozoa." ...

"Whatever he chooses, an Indian with even a little education will hope to occupy a 'position'. India is a community of heirarchies, rigidly stratified, and a position is of great importance"...

"By shouting 'Expedite!' Indian leaders can achieve much. As I write, builders and engineers are creating records in building stadiums, hotels, roads and bridges for the Asian Games in Delhi. Four of five years' work is being compressed into two. It is a feat by any standard. (Why it all had to be done in such a rush is another matter.) In India, the eleventh hour often seems to be soon enough. ... The first time I went to a wedding, I arrived on time and was the only person there: the other guests arrived an hour later and the event began an hour after that." ...

"The marriage of the Prince of Wales in 1981 had elements familiar to Indians. He had, quite properly, to accept the constraints of his position and marry in accordance with his dharma, his responsibility and role in life. He could not permit himself to fall cap over spurs for just anyone: his great-uncle, Edward VIII, strayed from his dharma and inevitably lost his throne. The Prince of Wales's marriage had to a large extent to be an arranged one. His bride had to be a virgin, and capable of bearing children, facts announced in the newspapers. She had to be attractive, and of the prince's caste, the landed gentry. (Out-of-caste marriages still make news in Britain. The union of an earl's daughter with a lorry driver will always provide newspapers with a story).
As a rule, Indian marriages are not merely the union of two people, but a linking of families, clans and groups. Parents take pains to find compatible partners within the usual social requirements. They look for what any parent would look for, an attractive and decent character. Love is regarded as an unreliable basis on which to begin a marriage and is an emotion which is expected to develop." ...

"The sari is eternally in fashion, comfortable and right, and while the changes are rung mainly in colours and patterns, there are varying ways of wearing it. For example, the skirt may be worn high, or sometimes low on the hips, accentuating the belly-swell considered so attractive. Smart women in Bombay sometimes like to show some buttock cleavage, and the blouse, or choli, may also be low-cut. The sari is a garment of languorous grace, not suited to rapid activity. The wet sari, as seen clinging to film actresses, has in recent years come to represent an erotic ideal." ...

"A kiss is rerely seen in an Indian film, being too daring, and too offensive, in a society where such physical pleasures are enjoyed in private. Few Indian couples show affection in public. You hardly ever see boys and girls holding hands, and you never see them canoodling in the parks. Indeed, in parks, you are more likely to see groups of boys and girls sitting in sexually segregated circles, some yards apart."

North Korea Nuclear

North Korea has gone nuclear, no doubt about it.
Rest of the world is unclear what to do about it.

Google Docs & Spreadsheets

Word processors and spreadsheets have just changed – and the way we use them will quite likely change, very soon.

Google has introduced a single interface for online Spreadsheets and Documents with very similar look and feel. It may not have all the features of Microsoft Word and Excel, but it is getting there – very fast.

It has two features which make eminent sense – and are a pain to manage using MS Office: you can share a single document with many people, and more than one person can work on the same document at once from two different places. This means that when Suhas in Pune enters something into his spreadsheet, Anupam in Bombay can see the changes in real time, and respond to them immediately. Both work from a single document or spreadsheet, instead of having to laboriously compare and consolidate individual documents or spreadsheets, and editing is possible from any computer with internet access – whether in an airport or office or at a cyber café or at a friend's house. What’s more, you can give each user the right to either only view it or to view and edit the document in question. For more details, see the footnote below.[1]

Hitherto, this was only possible with MS Sharepoint Server (an expensive server product from Microsoft) installed and accessible to each user. Alternatively, we had to live with version proliferation, a raging headache in geographically dispersed, collaborative and asynchronous environment. Collaboration is managed very simply by the system of “inviting” – which we are familiar with, when we invite others to open a GMail account. We simply Invite each contact to view or invite to edit. Only condition is that all users have a gmail account.

Existing Word and Excel files can be uploaded and used online. You have the choice of saving the files online, so that they can be accessed by you anywhere from any computer connected to the Net. You can also save them in Word or Excel format on your local machine. You can also create PDF files and save files in Open Document format (the format popularized by Open Office), which is something like compressed (zipped) set of XML files conforming to the OpenOffice DTD.

As the number of your files increase, you can use the features of tags, stars and of course, google searches, to organize, search and retrieve what you want. These features are probably familiar to users of GMail. Try out this service!

Check out the official Google Docs and Spreadsheets Blog.

---

[1] Unlike chat windows, others cannot see what you are typing in, when you are online. Once the document is refreshed, or autosaved, collaborators will be able to see your changes, and you'll be able to see theirs. Once you make a change to a particular cell of a spreadsheet and exit that cell, collaborators will be able to see your changes and vice-versa.

If you're the creator of the spreadsheet, you can remove editors/viewers at any time, and that access removal is instantaneous.

The people whom you've invited can now add other collaborators to that spreadsheet. You can decide whether you want this capability turned on for each spreadsheet individually - the default for new spreadsheets is to allow collaborators to add other collaborators. However, collaborators cannot remove the owner from his or her spreadsheet.

People you invite to "edit" the spreadsheet can change any aspect of the spreadsheet they wish, while people invited to "view" can only navigate around the spreadsheet without changing the content, format, or structure at all. Both viewers and editors may save the spreadsheet to their personal spreadsheets storage, or to their local storage (using “File" > "Export" command).