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What’s a nice guy like William Lytton doing at a place like Tyco International Inc.? Put another way, why would a respected general counsel leave a solid, if stodgy, company like International Paper Ltd. in Stamford, Conn., for a corporate Titanic? Lytton, 54, gives a stock answer for assuming the GC post at Tyco this fall: “It’s a great challenge and a great opportunity,” he says, sounding like a man who’s answered the question many times before. The challenge part of that equation is clear. Since former CEO Dennis Kozlowski resigned in disgrace last summer, Tyco’s stock has dropped 50 percent. Now Kozlowski, former CFO Mark Swartz, and former GC Mark Belnick face criminal charges for looting hundreds of millions of dollars from the Bermuda-based company. (The three have pleaded not guilty.) Tyco is also conducting its own internal investigation and suing the trio to recover the allegedly ill-gotten moneys. Those woes certainly do not bode well for the conglomerate. But Lytton seems energized by the challenges. Sitting in the sprawling New York office that he inherited from Belnick, with its immense view of Central Park, he sounds remarkably relaxed about the task before him. “I’ve worked in difficult situations before,” he says. “I have a history of taking jobs that people thought I shouldn’t take.” Compared to his role as deputy special counselor to President Reagan during the Iran-Contra hearings, this latest venture is a cinch, he explains. Besides, he insists, “the business continues to do very well. Revenues are coming in. It’s a real company and a real business.” At Tyco, Lytton is focused on three areas — the business’ past (matters that triggered the lawsuits and investigations), present (creation of a corporate structure), and future (how the company and department will operate going forward). But, a few weeks into the job, the GC admits, “I work only 10 percent on the future.” And though he claims Tyco is “months, not years away” from a turnaround, he concedes that regaining public trust will be tough. Who knows, he muses, “when people will think of something else besides … our troubles?” Which bring us back to the original question: Why is Lytton so hot on Tyco? Is money the real lure? This New Canaan, Conn., resident smiles and says, “I did get a raise. It was a nice package.” With all the challenges ahead of him, Lytton will likely be earning his keep.

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