1 The pattern of illegal and improper conduct described above
1. The pattern of illegal and improper conduct described above took place for at least 5 years prior to June 3, 2002. What red flags or governance mechanisms should have alerted the following people to this pattern:
a. Tyco management accountants?
b. Tyco internal auditors?
c. Tyco external auditors?
d. Tyco board of directors?
2. Identify and discuss the most important weaknesses in Tyco’s:
a. Internal controls, and
b. Governance systems.
3. Would a post-Sarbanes-Oxley Act whistle-blowing program to the Audit Committee of the board have eliminated the improper and illegal actions? Why or why not?
4. If you have been a professional accountant employed by Tyco during this time, and you wanted to blow the whistle, who would you have gone to with your story?
5. Why were so many Tyco employees willing to go along quietly with the looting by senior executives?
6. How many years in jail do you think Kozlowski should have received for his white-collar crimes?

Dennis Kozlowski was a dominant, larger-than-life CEO of Tyco International, Ltd., a multibillion dollar company whose shares are still traded on the New York Stock Exchange (Symbol: TYC). His stature was huge and his appetite for excess knew no bounds. Noted author Tom Wolfe, who wrote Bonfire of the Vanities, that profiled such men, says that “If you feel you are a master of the universe, then a lot of rules just don’t apply,”1 and this quote seems to apply well to Kozlowski.

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