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TYCO INTERNATIONAL LTDs

History of Tyco International Ltd.

Tyco International Ltd. is a diversified manufacturing and service company, with


five main operating groups. Tyco Fire and Security (generating 31 percent of total
revenues) is the world leader in the design, manufacture, installation, monitoring, and
service of fire detection, protection, and suppression systems, as well as being the
world leader in electronic security services. Tyco Electronics (28 percent of revenues) is
one of the world's largest suppliers of electronic components, with a leading position in
passive electronic components, and is also one of the world's leading providers of
undersea fiber-optic networks and services. Tyco Healthcare (23 percent of revenues)
manufactures and distributes a wide variety of medical devices and supplies, including
sutures and surgical staplers, needles and syringes, laparoscopic instruments,
electrosurgical devices, minimally invasive surgical instruments, and adult incontinence
products. Tyco Engineered Products and Services (13 percent of revenues) is the
world's leading maker of industrial valves and controls, serving the petroleum, chemical,
petrochemical, power generation, water management, pharmaceutical, pulp and paper,
food and beverage, commercial construction, and other industries. Tyco Plastics and
Adhesives (5 percent of revenues) is the number one producer of plastic trash bags in
the United States, is one of the largest extruders of plastic film in the country, and holds
world-leading positions in both plastic garment hangers and duct tape. Domiciled in
Bermuda for tax purposes, Tyco International maintains its operational headquarters in
West Windsor, New Jersey.

Tyco grew tremendously in the 1990s and early 2000s, with revenues increasing
from $3.07 billion in 1992 to $34.04 billion in 2001; an aggressive program of acquisition
during this period saw the company spend an estimated $62 billion to purchase more
than 1,000 companies. But the engineer of this ascent, L. Dennis Kozlowski, resigned in
June 2002 under a cloud, and he and Mark H. Swartz (former Tyco CFO) later faced
criminal charges for allegedly stealing $600 million from the company and its
shareholders. Tyco subsequently struggled to rid itself of the taint of scandal with which
it became associated, leaving it lumped in with such firms as Enron Corporation and
WorldCom, Inc. as the prime symbols of the excesses and greed of the 1990s bubble
economy.

Tyco Corporate Scandal of 2002

The case of Tyco’s corporate scandal of 2002 focuses on the problem of


unethical business practice and related issues. Tyco was a large organization that grew
through numerous acquisitions. Tyco’s case shows that the problem was the unethical
business practices of a number of its top ranking officers, especially CEO Kozlowski.
Kozlowski was involved in numerous financial transactions that were not included in the
financial reports of the company. Kozlowski was also involved in unethical transactions
with other Tyco officers and lower ranking employees to cover up for Kozlowski’s illegal
financial transactions. Kozlowski even got outsiders involved in the problem when his
second wife received money diverted from the firm. Court proceedings proved that
Kozlowski stole millions of dollars from Tyco, and that his illegal financial transactions
were extensive. Kozlowski and other officers from Tyco were imprisoned. Tyco declined
as investors lost confidence in the company.

Major Ethics Issues in Tyco’s Case

Tyco’s case shows that ethics issues can occur in different parts of an organization.
Supposedly trusted leaders and executives with commendable background could
exhibit unethical behavior and get involved in unethical practices. Even outsiders or
third parties could get involved in these ethics issues. Thus, codes of ethics and
relevant assessments of the organization must include employees’ at all organizational
levels, as well as significant third parties that interact in operations. The major ethics
issues in Tyco’s case were as follows:

1. Unethical Leadership
2. Unethical business practice of subordinates
3. Unethical auditing practice on Tyco’s business
Tyco’s Unethical Leadership. The unethical business practice of leaders was
observed in Kozlowski. Kozlowski was the main actor in the financial troubles and legal
battles in this case. Kozlowski was the main recipient of the money stolen from Tyco. In
addition, he was the main influential person who persuaded other top-ranking Tyco
officers and lower ranking employees to get involved and to keep silent to cover up for
Kozlowski’s illegal activities. This case shows that extensive involvement of Kozlowski
and other leaders in unethical and illegal activity brought Tyco down.
Unethical Business Practice of Subordinates. The complications in Tyco’s case
involved people other than Kozlowski. Kozlowski recruited the support of other high-
ranking officers in the organization. He also convinced some lower ranking employees
to keep their silence in exchange for financial benefits. Also, Kozlowski convinced one
of the board members to keep silent about the illegal financial transactions on the
mansion Tyco paid for the benefit of Kozlowski and his wife. In exchange, the board
member received financial benefits.
Unethical Auditing Practice. The auditing firm PricewaterhouseCoopers responsible
for checking the financial reports of Tyco failed to identify Kozlowski’s illegal financial
transactions. As a result, Kozlowski’s unethical business practice continued and
became extensive. These practices became more difficult to stop because of absent
constraining influence from the auditing firm.
Key dates
1960:Arthur J. Rosenburg opens a research laboratory in Waltham, Massachusetts,
doing experimental work for the government.
1962:Rosenburg incorporates Tyco, Inc. and changes the focus to high-tech
products for the commercial sector.
1964:The company goes public.
1965:Mule Battery Manufacturing Company is the firm's first acquisition; the
company changes its name to Tyco Laboratories, Inc.
1970:Rosenburg is eased out by the board of directors.
1973:Joseph P. Gaziano is appointed chairman and CEO.
1974:Tyco stock is listed on the New York Stock Exchange; Simplex Wire and Cable
Company is acquired.
1975:The Grinnell subsidiary of International Telephone and Telegraph (ITT) is
acquired.
1979:Tyco acquires Armin Corporation.
1981:Ludlow Corporation is acquired.
1982:Gaziano dies suddenly; John F. Fort succeeds him; the new leader soon
divests peripheral units and reorganizes the remaining operations into three divisions:
fire protection and plumbing, electronics, and packaging.
1986:Grinnell Flow Control is purchased from ITT.
1987:The acquisition of Allied Pipe & Tube Corporation is completed.
1988:Tyco purchases Mueller Company.
1990:Australia-based Wormald International Limited is acquired.
1992:L. Dennis Kozlowski succeeds Fort as CEO.
1993:The company changes its name to Tyco International Ltd.
1994:Kendall International is acquired.
1997:Tyco acquires the undersea cable-laying and maintenance operations of AT&T
Corp., Keystone International Inc., and Bermuda-based ADT Limited; Tyco merges into
the latter, becoming a Bermuda-domiciled firm.
1998:Acquisitions include American Home Products' Sherwood-Davis & Geck
division and United States Surgical Corporation.
1999:AMP Incorporated is acquired for $11.3 billion; Raychem Corporation is also
acquired.
2000:Tyco acquires the global electronics connectors business of Thomas & Betts
Corporation, Lucent Technologies Inc.'s power-systems division, and Mallinckrodt Inc.
2001:CIT Group, Inc. is acquired for $9.5 billion.
2002:Tyco announces plans to split into four separate publicly traded companies but
soon reverses course, splitting off only CIT Group through a public offering; Kozlowski
resigns under a cloud of suspicion; Edward D. Breen is brought in from outside as the
new chairman and CEO; Tyco reports a net loss of $9.41 billion; New York prosecutors
indict Kozlowski and Mark H. Swartz (former Tyco CFO) on numerous counts of grand
larceny, securities fraud, and enterprise corruption.
2003:Restructuring is launched that involves the divestiture of more than 50 noncore
businesses, the elimination of about 7,200 jobs, and the closure of 219 facilities
worldwide.
2004:The trial of Kozlowski and Swartz ends in a mistrial.

References : http://www.referenceforbusiness.com/history2/97/Tyco-International-
Ltd.html

http://panmore.com/tyco-corporate-scandal-2002-case-analysis

Alibaba Group Holding Limited


Company Background

Alibaba Group was established in 1999 by 18 people led by Jack Ma, a former English
teacher from Hangzhou, China. From the outset, the company’s founders shared a belief
that the Internet would level the playing field by enabling small enterprises to leverage
innovation and technology to grow and compete more effectively in the domestic and
global economies. Since launching its first website helping small Chinese exporters,
manufacturers and entrepreneurs to sell internationally, Alibaba Group has grown into a
global leader in online and mobile commerce. Today the company and its related
companies operate leading wholesale and retail online marketplaces as well as
businesses in cloud computing, digital media and entertainment, innovation initiatives and
others.

It is a Chinese multinational e-commerce, retail, Internet, AI and technology conglomerate


that provides consumer-to-consumer, business-to-consumer and business-to-business
sales services via web portals, as well as electronic payment services, shopping search
engines and cloud computing services. It owns and operates a diverse array of
businesses around the world in numerous sectors, and is named as one of the world's
most admired companies by Fortune.

Corporate Scandal

A fraud scandal at Chinese e-commerce giant Alibaba.com is delivering a sharp blow to


a business built on faith in online transactions. On Monday, Feb. 21, the business-to-
business site's CEO, David Wei, and COO, Elvis Lee, resigned, according to a statement
filed with the Hong Kong Stock Exchange. While the two executives were not linked to
the fraud allegations, they stepped down to "take responsibility for the systemic
breakdown in our company's culture of integrity," read the statement. The next day, the
company's shares dropped 8.6% in Hong Kong.

An internal investigation by independent board member Savio Kwan revealed that


beginning in late 2009, Alibaba had noticed an increase in fraud claims against sellers
designated as "gold suppliers," which means they had been vetted by an independent
party as legitimate merchants. The investigation revealed that about 100 Alibaba sales
people, out of a staff of 5,000, were responsible for letting fraudulent entities evade
regular verification measures and establish online storefronts.

The company said it uncovered fraudulent transactions by 1,219 of the "gold suppliers"
registered in 2009 and 1,107 of those in 2010, accounting for about 1% of the total number
of gold suppliers during those years. It further said that "the vast majority of these
storefronts were set up to intentionally defraud global buyers" by advertising consumer
electronics at cheap prices with low minimum-order requirements. The average claim
against fraudulent suppliers was less than $1,200. In 2009, as the frauds started coming
to light, the company set up a compensation fund, which has so far paid out $1.7m to
2,249 buyers.

The revelations put the company's very existence at risk. Anything other than a highly
publicised defenestration of senior people could have been fatal to the overall business.
The scam originated in a critical part of its business, a dedicated platform called “China
Gold Supplier”. A trader pays a fee to join, and then after being verified by a third party,
can sell to global buyers. The scams endangered the endorsement value of this
verification system, and, of course, undermined the incentives for any global buyer to
work through Alibaba. Had Alibaba done nothing, it may have ultimately been worth
nothing.

Company Timeline

In December 1999, Jack Ma and 17 other founders released their first online marketplace,
named "Alibaba Online". From 1999 to 2000, Alibaba Group raised a total of US$25
Million from SoftBank, Goldman Sachs, Fidelity and some other institutions.

In December 2001, Alibaba.com achieved profitability. In May 2003, Taobao was founded
as a consumer e-commerce platform. In December 2004, Alipay, which started as a
service on the Taobao platform, became a separate business. In October 2005, Alibaba
Group took over the operation of China Yahoo! as part of its strategic partnership with
Yahoo! Inc.

In November 2007, Alibaba.com successfully listed on the Hong Kong Stock Exchange.
In April 2008, Taobao established Taobao Mall (Tmall.com), a retail website, to
complement its C2C marketplace. In September 2008, Alibaba Group R&D Institute was
established. In December 2008, Alibaba.com Corporation announced that all Alibaba
group websites will be shark fin-free on 1 January 2009.

In 2009, global growth equity firm General Atlantic invests $75M, led by the firm's head
of global internet and technology sector, Anton Levy. In September 2009, Alibaba Group
established Alibaba Cloud Computing in conjunction with its 10-year anniversary. In May
2010, Alibaba Group announced a plan to earmark 0.3% of its annual revenues to fund
environmental protection initiatives. In October 2010, Taobao beta-launched eTao as a
shopping search engine.

In June 2011, Alibaba Group reorganised Taobao into three separate companies: Taobao
Marketplace, Taobao Mall (Tmall.com) and eTao. In July 2011, Alibaba Cloud Computing
launched its first self-developed mobile operating system, Aliyun OS over K-Touch Cloud
Smartphone. In January 2012, Tmall.com changed its Chinese name as part of a
rebranding exercise. In May 2012 Alibaba Group decides to reverse course and take its
publicly traded Alibaba.com private, delisting from the Hong Kong stock exchange at
close to 13.50 Hong Kong dollars per share.

In September 2013, the company sought an IPO in the United States after a deal could
not be reached with Hong Kong regulators. Planning took over 12 months before the
company's market début in September 2014, with Reuters Instrument Code "BABA.N".
The pricing of the IPO initially raised US$21.8 billion, which later increased to US$25
billion, making it the largest IPO in history. Buyers were actually purchasing shares in a
Cayman Islands shell corporation, not in the Alibaba group, as China forbids foreign
ownership of its companies.

In September 2013, Alibaba denies ditching HK for IPO after the Hong Kong Exchange
refuses to allow the company to list shares. The company "sought to create a partnership
structure that effectively would give preferential treatment to one class of shareholders
over another. Hong Kong listing rules have long prohibited companies from issuing dual-
class shares with different voting rights."The proposal would have allowed the company’s
founder, Jack Ma and his partners to be able to nominate a majority of the members of
the board and retain control of the company even if it issued new shares.
In September 2013, Embroiled in somewhat of a controversy, Alibaba Group denies
abandoning Hong Kong in favor of a U.S. IPO, because of Hong Kong Exchange's refusal
to allow a dual class share structure. In March 2014, Alibaba group said it will begin the
process of filing for an initial public offering in the US Prior to its IPO filing on Form F-1 as
a foreign issuer in the US, Alibaba undertook an aggressive acquisition spree – previously
atypical for the company – acquiring numerous majority and minority stakes in companies
including micro-blogging service Weibo, China Vision Holdings, and car sharing service
Lyft, as well as smart remote app developer Peel Technologies. On 6 May 2014, Alibaba
Group filed registration documents to go public in the US in what may be one of the
biggest initial public offerings in American history. On 5 June 2014, Alibaba group agreed
to take a 50 percent stake in Guangzhou Evergrande Football Club, winners of the 2013
AFC Champions League, for 1.2 billion yuan ($192 million). In June 2014, Alibaba
acquired the Chinese mobile internet firm UCWeb. The price of the purchase has not
been disclosed but the company did claim that the acquisition creates the biggest merger
in the history of China's internet sector.

Alibaba's consumer-to-consumer portal Taobao and business-to-consumer portal Tmall,


each features nearly a billion products and both are among the 20 most-visited websites
globally. The Group's websites accounted for over 60% of the parcels delivered in China
by March 2013, and 80% of the nation's online sales by September 2014. Alipay, an
online payment escrow service, accounts for roughly half of all online payment
transactions within China.

On 19 September 2014, Alibaba's shares (BABA) began trading on the NYSE. On 2


February 2015, Alibaba announces that it has acquired a $590m minority stake in the
Chinese smartphone maker Meizu. On 30 March 2015, Jack Ma met Prime Minister
Narendra Modi and discussed Alibaba Group's plan to help small businesses in India.
Alibaba reported sales of $14.32 billion on China's Singles' Day on 11 November 2015,
up 60 percent from 2014. In November 2016, the e-commerce giant Alibaba set Singles
Day records and generated 120.7 billion CNY (17.79 billion USD) in gross merchandise.
Alibaba entered India's e-commerce space with 25% stake in Paytm owner One97. In
August 2015, Alibaba Group invested in Snapdeal.

In September 2015, Alibaba Group along with Ant Financial invested about $680 Million
in the Indian e-commerce company Paytm. On 11 December 2015, Alibaba buys South
China Morning Post and other media assets of SCMP Group for US$266 million. On 31
December 2015, Alibaba buys 33 million shares of Groupon, corresponding to 5.6 percent
stake. On 2 March 2016, Alibaba struck a deal with media agency Oceans Sport and
Entertainment to bring Ocean's non-gambling game Match Poker to China. In April 2016,
Alibaba announced that it intended to acquire a controlling interest in the privately held
Lazada Group, the "Amazon of Southeast Asia", by paying $500 million for new shares
and buying $500M worth of shares from existing investors.

On 9 June 2016, Alibaba officially unveiled the Roewe RX5, its first "internet car" in
collaboration with SAIC. The RX5 is available for pre-order. It is priced upwards of RMB
148,800 (US$22,300) with deliveries will be scheduled to start in August 2016. Ma
believes that "in the future that 80 percent of the car's functionality won’t be related to
transportation. The car will become a kind of robot you communicate with on a daily
basis."In a speech in Bangkok in October 2016, Ma claimed that Alibaba Group has
created more than 30 million jobs in China. In a meeting between Donald Trump and Jack
Ma at the beginning of January 2017 they discussed the creation of one million jobs in
the United States.

In February 2017, the company has been engaging and dealing with counterfeit issues
and accused agencies of filing fake counterfeit claims.

In May 2017, Alibaba broke the US$300 billion value mark, after Tencent achieved the
feat. At the same period, Alibaba also became one of the world's top 10 most valuable
companies. It reported sales growth forecast which topped every analyst's estimate, while
at the same time surpassing Tencent to become Asia's most valuable company.

In July 2017, Alibaba became the first Asian company to break the US$400 billion value
mark.
In August 2017, Alibaba-backed 58 Suyun will merge with Hong Kong's GoGoVan, to
create an Asia-based online logistics platform. Company executives have stated that
there are big plans for the merger to become a global logistics corporation.

In September 2017, Alibaba’s Ant Financial unveiled a facial recognition technology that
allows a customer to pay by flashing a smile, through its Alipay services. A 3D camera
located at the point-of-sale scans the customer’s face to verify their identity, there's also
a phone number verification option for additional security. It also enters a partnership with
Tencent on music-streaming rights sharing, the deal aims to protect licensed streaming
services offering copyrighted content of the music industry, encouraging more high-
quality and original music, as well as developing China’s fast-growing streaming market.
Alibaba will gain the rights to stream music from international labels, which already have
exclusive deals with Tencent, in return for offering reciprocal rights to its catalogue of
Chinese and Japanese music. Alibaba has become the official partner of New York
Fashion Week, the collaboration was done in association with one of China’s leading
fashion, lifestyle and entertainment management corporations Suntchi and aims to
connect international brands with Chinese consumers as well as showcasing Chinese
fashion designers to the world, as China's influence on global fashion expands rapidly.
Ant Financial will be forming a joint venture with Sir Li Ka-shing's CK Hutchison Holdings
to bring a digital wallet service in Hong Kong. It has also entered a cooperation with
JD.com to further develop China's parcel delivery efficiency, investing US$330 million into
its Chinese merchandisers and logistics partners to build more facilities for delivery
purposes.

In October 2017, the company acquired EJoy and created a gaming division to develop
new games in-house to compete with Tencent. It will also be building a robotic gas station
in Hangzhou by the end of the month that will be unstaffed, relying on robotic arms to fill
up gas tanks. The gas station will be having a convenience store that will be void of
cashiers, and customers will be utilizing Alipay at the checkout gate.

In March 2018, Alibaba deepened ties with French automobile manufacturer Renault. The
expanded relationship came as a result of Renault's desire to increase sales in Asian-
Pacific regions, with a heightened focus on sales in China.
In May 2018, Alibaba bought entire Daraz brand from Rocket Internet.Daraz was founded
as multinational e-commerce site by Rocket Internet in 2012. At the time of acquisition,
Daraz was operating few South Asian countries including Bangladesh, Myanmar, Nepal,
Pakistan, and Sri Lanka. According to Rocket Internet, Daraz will continue to operate
under the same brand name following the sale to Alibaba.

Sources: https://en.wikipedia.org/wiki/Alibaba_Group,
https://alibabagroup.com/en/about/history,
https://www.economist.com/newsbook/2011/02/22/alibaba-and-the-2236-thieves,
http://content.time.com/time/world/article/0,8599,2052971,00.html

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