US SEC charges Nissan, ex-CEO Ghosn with hiding $140m from investors

September 23, 2019

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In this May 23, 2019, file photo former Nissan chairman Carlos Ghosn, center, arrives at Tokyo District Court for a pre-trial meeting in Tokyo. — AP
In this May 23, 2019, file photo former Nissan chairman Carlos Ghosn, center, arrives at Tokyo District Court for a pre-trial meeting in Tokyo. — AP

US securities regulators on Monday charged Japanese automaker Nissan and its former CEO Carlos Ghosn with hiding more than $140 million in Ghosn's expected retirement income from investors.

Ghosn will pay $1m in fines to settle the matter without admitting wrongdoing, and will be barred from serving as a corporate executive for 10 years, the US Securities and Exchange Commission said in a statement.

Nissan will pay a $15m fine. The SEC also charged former board member Greg Kelly aiding in the fraud. The SEC said Ghosn, working with Kelly and other subordinates, devised ways to disguise large amounts of compensation to Ghosn.

These included entering into secret contracts, backdating letters to grant Ghosn interest in Nissan's long-term compensation plan and changing the calculation of Ghosn's pension to allow more than $50m in additional benefits, the SEC said.

“Investors are entitled to know how, and how much, a company compensates its top executives,” said Stephanie Avakian, co-director of the SEC's Division of Enforcement.

“Ghosn and Kelly went to great lengths to conceal this information from investors and the market.”

Ghosn, who was fired from Nissan in November 2018, settled without admitting or denying the SEC's charges, as did Nissan and Kelly.

Ghosn has denied any wrongdoing and accuses Nissan executives opposed to his plans to further integrate the firm with France's Renault of plotting against him. “We are satisfied with the conclusion of the US case,” said a statement from attorneys representing Ghosn.

“The settlement specifically allows Ghosn to continue to fight the allegations against him in Japan, which Ghosn intends to pursue vigorously.”

“We are confident that once the case is heard in its entirety, Ghosn will be acquitted,” the statement added.

The agency also said Nissan misrepresented Ghosn's pension allowance to investors, a move that “advanced Ghosn and Kelly's deceptions and misled investors, including US investors,” Avakian said.