The U.S. Court of Appeals for the Second Circuit reversed the decision of the Southern District of New York, and ordered Frank Walsh, a former member of Tyco?ÃÃs board of directors to return a $20 million secret payment he received from Tyco in connection with Tyco?ÃÃs acquisition of CIT Group, Inc. Walsh claimed that the board ratified the payment. The court determined that under Bermuda law, Walsh failed to disclose that he stood to personally benefit from the acquisition?ÃÃ¶a duty he owed to the shareholders, not the board. Thus, once the breach occurred, only the shareholders, and not the board, could effect a release. (Tyco Int'l Ltd. v. Walsh, 10-4526-cv (2d Cir. Jan. 11, 2012)(Summary Order)).