Tyco's problems were nothing to do with Bermuda, according to members of Bermuda's legal, accounting and regulatory professions.

Tyco International Limited, as a US registered company listed on the New York stock exchange is supposed to be regulated by the US Securities Exchange Commission.

Any criticism of Bermuda's regulatory system in the context of Tyco is incorrect, says the head of Bermuda's regulatory body, Ms Cheryl Ann Lister.

"If any of the problems at Tyco or Global Crossing occurred as a result of poor regulation, it is the US regulation that was deficient," said David Cook a partner at Conyers Dill & Pearman. Asked for her views on the suggestion by shareholder groups at Tyco's AGM on Thursday that companies incorporated in Bermuda are less well regulated than companies incorporated in the US, Ms Lister said:

"This whole thing, to be honest, is appalling."

She said: "The reality is that Bermuda is a well regulated jurisdiction. Companies like Tyco were under the regulatory umbrella of the US Securities Exchange Commission. We do not regulate Tyco, so you cannot judge our regulatory system on the problems that Tyco encountered."

Tom Conyers, head of PriceWaterhouseCoopers international auditors in Bermuda explained: "If you have a company that is incorporated in Bermuda but is registered by the SEC, Bermuda doesn't try to impose its own regulatory framework on that company. My personal view is that is an appropriate tack to take."

Groups such as the Come Home to America coalition are campaigning for companies such as Tyco, Nabors, Ingersoll Rand and Coopers industry to reincorporate in the US. They have repeatedly stated that shareholders' rights are significantly compromised when the company in which they hold shares in is incorporated in Bermuda.

One spokesperson Greg Kinczewski, of The Marco Consulting Group, went so far as to say: "The US legal system is superior to the UK legal system."

However, lawyers from some of the Island's top law firms say that these allegations are misleading.

Mr. Cook said: "One of the few specific allegations that has been made is that the duty's of the board is to the company and not the shareholders and that class actions are not as readily available in Bermuda as they are in the US.

"Although there is some truth to the statement, the same would be true in countless other countries, like England for example.

No one in the US seems to be complaining about the compromised rights of US residents holding shares in English companies.

"Secondly, particularly in relation to class actions, which may be less available in non-US courts, it is important to remember that the vast majority of these sort of actions are likely to be brought before US courts."

Timothy Fellowes, a litigation expert at Milligan Wyte & Smith, explained that under international law, it would still be possible for a shareholder of a company incorporated in Bermuda to sue an officer of that company in a New York court. There are even processes whereby a plaintiff could ask the court not to apply Bermuda law, he said. Consequently shareholders had nothing to fear from a company being based in Bermuda.

Mr. Fellowes, who happens to also be an individual shareholder of the Tyco conglomerate, was the only shareholder at the Tyco AGM to stand up and oppose the repatriation motion.

"I think that the best place for Tyco to be is where it is," he told the assembled shareholders. Although anxious not to be drawn into a competition about which legal system is superior, Mr. Cook pointed out that Bermuda's corporate law actually has a number of shareholder protections and safeguards that may not be available under US law.

Examples of these include:

1. Under Bermuda law, shareholders must appoint a company's auditors(unlike the US where they are appointed by the directors).

2. Under Bermuda law, a company is prohibited from making loans to itsdirectors without 90 percent shareholder approval (except in certain verylimited circumstances).

3. Under Bermuda law, shareholders must approve all changes to thebye-laws.

4. Under Bermuda law, every shareholder is entitled to vote on anamalgamation (even if the shares in question would otherwise benon-voting shares).

5. Under Bermuda law, minority shareholders have express rights to requisition meetings or to require the company to circulate a statement from the minority in relation to any matter that is due to be considered at a shareholder meeting.6. Bermuda law provides express remedies to minority shareholders if the business of the company is being conducted in a manner that is oppressive or prejudicial to the interests of the minority.