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Non-Tech : Tyco International Limited (TYC)
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To: Larry S. who wrote (2649)1/29/2002 10:13:25 AM
From: GVTucker  Read Replies (2) of 3770
 
I would dispute that it is not a "smoking gun".

Outside directors are supposed to provide impartial advice on significant matters. The purchase of CIT was a significant matter, and Mr. Walsh was certainly not impartial. Making matters worse is that Walsh was the chief representative of the board's outside directors.

If Walsh was not only allowed to receive an outlandish fee but also didn't even recuse himself from voting on the CIT deal when he clearly had a conflict of interest, that could be indicative of more serious governance issues at Tyco.

EDIT: It is important to note that the $20mm payment consisted of $10mm cash to Walsh and $10mm to a charity of which Walsh is a trustee. It's still pretty bad, but not quite as bad as a $20mm cash payment to Walsh.
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