38. Ibid.
39. Ibid. at 622-623.
40. Ibid. at 623.
41. Ibid. at 624.
42. Ibid. at 627.
Part Three: Ring around the White-Collar of Criminal Justice
1. Robert Morgenthau, interview with the author, New York City, New York, May 22, 2013.
Chapter Thirteen: “
Pour encourager les autre
s
”
1. Dennis Kozlowski, telephone interview with the author, June 7, 2012;
People v. Kozlowski II,
direct examination of Christina Berry, transcript at 11028:9–24, April 18, 2005; and Dennis Kozlowski, interview with the author, Marcy, New York. May 21, 2011. “Mr. Koch, a serious collector of mostly Impressionist and modern art, is a shareholder of Fine Collections Management.”
Carol Vogel, “Novice Collectors Are Magnets for Eager Art Advisers,”
New York Times,
June 20, 2002.
2.
People v. Kozlowski II,
direct examination of Christina Berry, transcript at 11043:11–15, 11050:10–14, 11033:1–10, 11057:20–25, and 11058:2, April 18, 2005; Carol Vogel, “Novice Collectors Are Magnets for Eager Art Advisers,”
New York Times,
June 20, 2002; and
People v. Kozlowski II,
motion to dismiss, transcript at 11956:12–25, 11957:2–25, and 11958:2–10, April 27, 2005.
3.
People v. Kozlowski II,
direct examination of Dennis Kozlowski, transcript at 12270:20–25 and 12271:2–18, April 28, 2005.
4. Ibid. at 12271:19–25 and 12272:2–15.
5. Dennis Kozlowski, interview with the author, Marcy, New York, May 21, 2011.
6. Peter Hossli, “I Am Innocent,” Hossli.com, May 22, 2009. “Pride goeth before a fall” is a common saying derived from verses found in the book of Proverbs in the Bible. “Pride goeth before destruction, and a haughty spirit before a fall. Better it is to be of an humble spirit with the lowly, than to divide the spoil with the proud.” Proverbs 16:18–19, King James Version.
7. New York State Tax Law Section 1817(c)(2)(a).
8. New York State Department of Taxation and Finance, “Tax Bulletin ST-913 (TB-ST-913)—Use Tax for Individuals (including Estates and Trusts),” June 17, 2010.
9. New York State Tax Law, Section 1817(c)(2)(a).
10. Tyco International Ltd. Press Release, “Tyco Retains Industrial Businesses, Plans 100% Public Offering of CIT–Letter Sent to Shareholders Detailing Rationale,” April 25, 2002.
11. Ibid.
12. Ibid.
13. Brad McGee, telephone interview with the author, July 12, 2013.
14. TYC close price adjusted for dividends and splits.
15. Dennis Kozlowski, interview with the author, New York City, New York, June 22, 2012.
16. Ibid.
17. Dennis Kozlowski, telephone interview with the author, June 7, 2012.
18. Dennis Kozlowski, interview with the author, New York City, New York, June 22, 2012.
19. Ibid.
20.
People v. Kozlowski,
New York State Supreme Court, New York County, Indictment #3485-02 (order entered June 14, 2004).
21. Ibid.
22. Mike Godfrey, “Dennis Kozlowski Indicted On Sales Tax Fraud Charges,” Tax-News.com, June 6, 2002. “
Pour encourager les autres
”
is from Voltaire’s
Candide
and refers to the execution of Admiral the Honorable John Byng in Portsmouth, England, on March 3, 1757. Voltaire,
Candide,
ch. 23 (1759).
23. Voltaire,
Candide,
111, trans. John Butt (New York, NY: Penguin 1947).
24. David Armstrong, “Former Tyco Executive Moves To Dismiss Tax-Evasion Charges,”
Wall Street Journal,
August 29, 2002. See also, Carol Vogel, “Novice Collectors Are Magnets for Eager Art Advisers,”
New York Times,
June 20, 2002.
25. Dennis Kozlowski, interview with the author, New York City, New York, June 22, 2012.
26. Peter Hossli, “I Am Innocent,” Hossli.com, May 22, 2009.
27. Robert Morgenthau, interview with the author, May 22, 2013.
28. New York State Tax Law, Section 1817(c)(2)(a).
29.
People v. Kozlowski II,
direct examination of Christina Berry, transcript at11051:11–15, 11051:25, and 11052:2, April 18, 2005.
30. Ibid.
31. Dennis Kozlowski, interview with the author, New York City, New York, June 22, 2012.
32. Ibid.
33.
People v. Kozlowski,
New York State Supreme Court, New York County, Indictment #3485-02 (order entered June 14, 2004).
34. John J. Tigue Jr. and Jeremy H. Temkin, “Limitations on State Tax Prosecutions,”
New York Law Journal,
Vol. 232, No. 54 (September 16, 2004); and New York State Tax Law Section 1817(c)(2)(a).
35. Suraj Srinivasan and Aldo Sesia, “The Crisis at Tyco—A Director’s Perspective,”
Harvard Business School,
Case No. 9-111-035, June 2, 2011, 5.
36. Ibid.
37. Dennis Kozlowski, interview with the author, New York City, New York, June 22, 2012.
38. Ibid.
39.
People v. Kozlowski II,
direct examination of John Fort, transcript at 01867:10–25, January 31, 2005.
40. Dennis Kozlowski, interview with the author, New York City, New York, June 22, 2012.
41. Ibid.
42. PRNewswire, “Dennis Kozlowski Resigns from Raytheon’s Board,” June 3, 2002.
43. Pierce Graham-Jones, “Trustee Resigns Kozlowski Credited for Tyco Donation to Middlebury,”
Middlebury
(VT)
Campus,
September 25, 2002. Director of Public Affairs Phil Benoit said, “Dennis Kozlowski’s association with Middlebury College as a parent, as a donor and as a trustee has benefited this institution in many ways. As he leaves the Board of Trustees, we are very grateful for his many positive contributions.” Ibid.
44. Dennis Kozlowski, telephone interview with the author, June 7, 2012.
Chapter Fourteen: Internal Investigation
1. Simeon Messan Adagba, “Until the lion has his or her own storyteller, the hunter will always have the best part of the story,” African Proverb of the Month (April 2006).
2. Adapted from stories and proverbs common to a number of African cultures. See “Proverbs with Historians.” See also “The Old Man and His Grandson,”
Lion Stories & Folklore.
3. Dennis Kozlowski, interview with the author, Marcy, New York, May 21, 2011.
4. Dennis Kozlowski, interview with the author, New York City, New York, June 23, 2012; and Retention Agreement, Tyco International Ltd. and L. Dennis Kozlowski, Sections 1(a), 5(a), 5(b), 5(c), (12), (13), (15), and (18), January 22, 2001.
5. Tyco International Ltd. Press Release, “John Fort Assumes Primary Executive Responsibility for Tyco,” June 3, 2002.
6. Suraj Srinivasn and Aldo Sesia, “The Crisis at Tyco—A Director’s Perspective,”
Harvard Business School,
Case No. 9-111-035, June 2, 2011, 4.
7. Ibid.
8.
People v. Kozlowski II,
direct examination of John Fort, transcript at 01867:10–25, January 31, 2005.
9. Ibid. at 01867:10–25 and 01880:1–7.
10.
Tyco v. Walsh,
751 F.Supp.2d 606, 629 (S.D.N.Y. 2010).
11. Boies, Schiller & Flexner, “David Boies.”
12. Joshua Berman, telephone interview with the author, August 8, 2013.
13. Karen Donovan,
v. Goliath: The Trials of David Boies,
(New York, NY: Vintage, 2005), 336–337.
14.
Tyco v. Walsh,
751 F.Supp.2d 606, 630. (S.D.N.Y. 2010).
15. Steve Fishman, “The Convert,”
New York Magazine
June 2004, 15-16.
16. Ibid.
17. Ibid.
18.
Tyco v. Walsh,
751 F.Supp.2d 606 (S.D.N.Y. 2010).
19. Joann S. Lublin, “Tyco Holders Plan Proxy Fight to Oust Its Current Directors,”
Wall Street Journal,
August 21, 2002. See also, Nancy Dillon, “Tyco board may call it quits; Resignation talk gives stock big lift,”
New York Daily News,
August 22, 2002.
20.
People v. Kozlowski II,
direct examination of Stephen Foss, transcript at 05281:19–22, March 2, 2005.
21. Ibid. at 05282:11–18. See also, ibid. at Defense Exhibit A430.
22. Andrew Ross Sorkin and Jonathan D. Glater, “Some Tyco Board Members Knew of Pay Packages,”
New York Times,
September 23, 2002.
23.
People v. Kozlowski II,
direct examination of Stephen Foss, transcript at 05283:18, March 2, 2005.
24. Andrew Ross Sorkin and Jonathan D. Glater, “Some Tyco Board Members Knew of Pay Packages,”
New York Times,
September 23, 2002.
25. Tyco International Ltd. Press Release, “Tyco Appoints Edward D. Breen Chairman and Chief Executive Officer,” July 25, 2002.
26. TYC price adjusted for splits and dividends.
27. Joann S. Lublin, “Tyco Holders Plan Proxy Fight To Oust Its Current Directors,”
Wall Street Journal,
August 21, 2002.
28. Ibid.
29. Nancy Dillon, “Tyco board may call it quits; Resignation talk gives stock big lift,”
New York Daily News,
August 22, 2002.
30. Suraj Srinivasn and Aldo Sesia, “The Crisis at Tyco—A Director’s Perspective,”
Harvard Business School,
Case No. 9-111-035 (June 2, 2011), 7.
31. Dennis Kozlowski, interview with the author, New York City, New York, June 23, 2012.
32. Ibid.
33. Dennis Kozlowski, interview with the author, Marcy, New York, May 21, 2011.
34. Suraj Srinivasn and Aldo Sesia, “The Crisis at Tyco—A Director’s Perspective,
” Harvard Business School,
Case No. 9-111-035 (June 2, 2011), 7.
35. Dennis Kozlowski, interview with the author, New York City, New York, June 23, 2012.
36. Mark Maremont and Laurie P. Cohen, “Executive Privilege: How Tyco’s CEO Enriched Himself—Mr. Kozlowski, Ex-Chief, Got Secret Loans, Spent Firm’s Cash as His Own—A $6,000 Shower Curtain,”
Wall Street Journal,
August 7, 2002.
37. Ibid.
38. Ibid.
39. Dennis Kozlowski, interview with the author, New York City, New York, June 23, 2012.
40. Mark Maremont and Laurie P. Cohen, “Executive Privilege: Tyco’s CEO Enriched Himself—Mr. Kozlowski, Ex-Chief, Got Secret Loans, Spent Firm’s Cash as His Own—A $6,000 Shower Curtain.”
Wall Street Journal,
August 7, 2002.
41. Ibid. (Emphasis added.)
42. Ibid.
43. Jen Wieczner, “Your Company Wants to Make You Healthy,”
Wall Street Journal,
April 8, 2013.
44. Mark Maremont and Laurie Cohen, “Executive Privilege: How Tyco’s CEO Enriched Himself—Mr. Kozlowski, Ex-Chief, Got Secret Loans, Spent Firm’s Cash as His Own—A $6,000 Shower Curtain.”
Wall Street Journal,
August 7, 2002
45. Mark Maremont, interview with John Ydstie, “Former Tyco Chief,” NPR,
All Things Considered,
August 7, 2002.
46. TYC volume and adjusted close on the dates before, of, and after the August 7, 2002,
WSJ
article:
47.
People v. Kozlowski II,
direct examination Mark H. Swartz, transcript at 13664:2–9, May 10, 2005.
48. Ibid. at 13666:9–14.
49. Agreement between Mark H. Swartz and Tyco International Ltd, August 1, 2002.
50.
People v. Kozlowski II,
direct examination Mark H. Swartz, transcript at 13667–13668, and at 13689:10–24, May 10, 2005.
51. Andrew Longstreth, “Whose Side Is He On,”
The American Lawyer
(February 2005).
52.
People v. Kozlowski II,
cross-examination of David Boies, transcript at 10256:2–6 and 10192:4–6, April 11, 2005.
53. Ibid. at 10257:11.
54.
People v. Kozlowski and Swartz,
Indictment #5259-02, September 12, 2002.
55. Christo Lassiter, interview with the author, Cincinnati, Ohio, May 13, 2013.
56. Terry Carter, “The Boss,”
ABA Journal,
June 1, 2010.
Chapter Fifteen:
People v. Kozlowski I
1. Dennis Kozlowski, telephone interview with the author, June 7, 2012.
2. Ibid.
3. CNNMoney, “Three Tyco Execs Indicted for Fraud,” September 12, 2002.
4. Ibid.
5. Dennis Kozlowski, telephone interview with the author, June 7, 2012. Kozlowski’s assets were frozen under an order issued on September 10, 2002.
Robert M. Morgenthau v. L. Dennis Kozlowski and Mark H. Swartz,
New York State Supreme Court, New York County,
#
402698-02, September 10, 2002.
