Published December 05, 2013
There are two things I love to do in bed: eat nuts and read. Never mind what you thought I was going to say. Anyway, about ten years ago, while loudly chomping away on my favorite custom blend and annoying my wife, I began perusing the 10-K SEC filing of a company I had invested in: Tyco.
Yes, I know that’s an odd thing to read before bedtime. But the stock was plummeting, there were all sorts of fraud allegations against ousted CEO Dennis Kozlowski and several members of his leadership team, the entire board of directors had decided to step down, and I wanted to find out what the heck was going on with my money.
When I got about halfway through the section entitled “Tyco Litigation Against Former Senior Management and Director,” there’s nothing in this world you could have done to get me to stop reading. My eyes were glued to the paper. It was suddenly very clear why the stock had lost tens of billions of dollars in market cap in just a few months.
It seems that Kozlowski, former CFO Mark Swartz, the lead board director and others had defrauded the company and its shareholders of what amounted to several hundred million dollars. There it was in black and white, page after page of the kind of corruption that would make even a hardened psychopath feel guilty.
I was mesmerized by the shear gluttony and flagrant greed: $250 million in cash bonuses and forgiven company loans, a $2 million toga party for Kozlowski’s wife, evasion of $1 million in sales tax, and a $30 million pied-à-terre in the city, whatever that was.
And all this at a huge, public company with a prominent board of directors that was supposed to be paying attention. Who knew a 10-K could be so riveting?
That’s when I knew that something had gone very wrong with the corporate world. First came Enron, then WorldCom, then Adelphia, now this. All this white-collar crime really bugged me because, well, I used to be a corporate executive. I used to be one of those guys. It just hit too close to home.
Granted, Tyco didn’t end up in bankruptcy like the other companies, but still. There’s no denying how many thousands of employees and investors are affected when executives commit fraud against their own companies.
Fast-forward to the present. I woke up yesterday, turned on the news, and heard that Kozlowski had finally been granted parole. I thought: good for him. He paid back what he’d stolen, served his eight years, and now he’s still got time left on the clock to do something else with his life. Good for him.
And that’s when I heard a guest on the program mention a new book called “Taking Down the Lion: The Triumphant Rise and Tragic Fall of Tyco’s Dennis Kozlowski.” It seems the book’s author, business ethics and law professor Catherine Neal, found more to the story than meets the eye.
While Kozlowski’s epic greed and hubris is undisputed, there’s a question of whether what he did was actually criminal. The book apparently determines that Kozlowski was betrayed by his board of directors, a victim of overzealous prosecution, and convicted by a post-Enron public out for white-collar blood.
And, as I watched the news program, it became clear to me that the commentators felt the need to stand behind corporate America as a defense against the veritable pandemic of CEO bashing we’ve seen in recent years. And who can blame them? Capitalism in general and the 1% in particular have long been under attack in this country.
While I see where they were coming from, I have to say it bothered me almost as much as what had originally taken place at Tyco more than a decade ago.
Here’s the thing. Maybe Kozlowski was sold out. Maybe he was a scapegoat. Maybe he was a poster-child for corporate greed and gluttony. Maybe he was in the wrong place at the wrong time. And God knows, government prosecutors, regulators, and lawmakers are absolutely overreaching into the private sector like never before.
Nevertheless, what was going on at Tyco was very, very wrong. It was morally wrong, ethically wrong, civilly wrong, and I’m not 100% sure it wasn’t criminally wrong. And all too often in these kinds of cases, wrong-doing executives and directors who have each other’s backs get to walk off into the sunset, leaving employees and shareholders holding the bag.
I know the system is far from perfect. And perhaps, in a narrow sense, Kozlowski’s conviction and sentence weren’t quite as fair as the blindfolded lady with the scales who presides over the halls of justice would like.
But I have to believe that, on some level, Kozlowski and his fellow executives and directors realize that what they did was reprehensible, that it needed to stop, and that this was probably the only way that was going to happen. If it was ever going to end, it probably had to end this way.