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How a powerful Nissan insider brought down Carlos Ghosn

Hari Nada   We may never truly know all the corporate skullduggery that went on at Nissan to get former boss Carlos Ghosn arrested and incarcerated in Japan, a country he ultimately fled in a box in what may be the greatest escape caper in corporate history. Nor may we ever truly know which accusations against Ghosn are or are not true. But Bloomberg News thinks it has a pretty good fix on the mastermind of the putsch, a Nissan senior vice president named Hari Nada. Nada, Bloomberg says, is "an insider known for his aggressive tactics and fondness for Marlboros, French cuff shirts and strong cologne." In a 4,600-word investigative piece, Bloomberg dials in on Nada, 56, as having directed other senior executives in a plot to bring down Ghosn, starting a year before his arrest in Tokyo. "The aftermath has been messy," Bloomberg puts it mildly, with Nissan losing billions of dollars, its management in disarray, and the alliance with Renault and Mitsubishi strained to the limits. The fortunes of the three automakers were sent reeling, with the coronavirus pandemic piling on. For his part, Ghosn is living in Lebanon as an international fugitive. Nada's role was basically as chief of staff to Ghosn, a position from which he could see that the chairman intended to strengthen the alliance, bringing the players together in one holding company. Nissan executives have long resisted closer ties and chafed at the company's junior-partner relationship with Renault, though ironically Ghosn's plan would have brought Nissan more of the parity it has always craved. Ghosn also wanted to expand, possibly by a merger with Fiat Chrysler Automobiles.  Among Bloomberg's new discoveries: Nada arranged to have Ghosn's corporate email hacked, unbeknownst to key IT personnel or Nissan's CEO. This began months before Nada began working with prosecutors in a secret deal that afforded him immunity. Jose Munoz, a former Nissan exec and ally of Ghosn's, feared arrest — and refused to Tokyo when summoned — after being tipped off by the U.S. and Spanish ambassadors to Japan. Munoz is now chief operating officer at Hyundai. Top Nissan corporate counsel Ravinder Passi says he was retaliated against after raising complaints against Nada to Nissan's board. He says Nissan initiated a police raid of his home, which Bloomberg has on video. Nada purged other executives deemed rivals or disloyal and apparently became quite unpopular.

Carlos Ghosn sues Nissan-Mitsubishi in the Netherlands

AMSTERDAM — Carlos Ghosn has launched a court case in the Netherlands against Japanese carmakers Nissan Motor and Mitsubishi Motors, who ousted him as chairman of their alliance last year on charges of embezzlement, Dutch newspaper NRC reported on Saturday. Ghosn is seeking 15 million euros ($16.8 million) in damages from the carmakers, as grave mistakes were made when he was sacked, NRC reported, citing his lawyer. "In the Netherlands, if you want to fire an executive you have to first tell him what he's being accused of, and you have to provide him with the evidence for the accusations. Neither of those things has happened," lawyer Laurens de Graaf told NRC. Ghosn fell from grace late last year when he was arrested in Japan and sacked by Nissan on charges of financial misconduct, which he denies. He has also been fired as the CEO and chairman of French carmaker Renault. Ghosn was freed in April from jail in Japan on a $4.5 million bail. Among other charges of fraud and misconduct, Nissan and Mitsubishi have said Ghosn improperly received $9 million in compensation from their joint venture. Suspect expenses Ghosn made when he chaired Renault and Nissan amounted to about 11 million euros, Renault's board said in June. Ghosn holds French, Lebanese and Brazilian citizenship, but opted for the fiscally more friendly Netherlands as his tax domicile in 2012. The holding company for the Nissan-Mitsubishi alliance is also incorporated in the Netherlands. The district court in Amsterdam is reviewing the case but has not set a trial date yet, NRC said. Government/Legal Hirings/Firings/Layoffs Mitsubishi Nissan Carlos Ghosn

Nissan and Carlos Ghosn settle SEC claims over undisclosed compensation

WASHINGTON — Nissan and its former Chief Executive Carlos Ghosn have agreed to settle claims from the U.S. Securities and Exchange Commission over false financial disclosures related to Ghosn's compensation, an SEC statement said on Monday. Nissan will pay $15 million, while Ghosn agreed to a $1 million civil penalty and a 10-year ban from serving as an officer or director of a publicly traded U.S. company, the SEC statement said. Ghosn was arrested in Japan and fired by Nissan last year. He is awaiting trial in Tokyo on financial misconduct charges that he denies. Former Nissan human resources official Gregory Kelly agreed to a $100,000 penalty and a five-year officer and director ban. Nissan, Ghosn, and Kelly settled without admitting or denying the SEC's allegations and findings. The SEC said in total Nissan in its financial disclosures omitted more than $140 million to be paid to Ghosn in retirement — a sum that ultimately was not paid. The SEC also accused Ghosn in a suit filed in New York that he engaged in a scheme to conceal more than $90 million of compensation. That suit is being settled as part of the agreement announced Monday. Nissan confirmed it had settled the allegations and said it "is firmly committed to continuing to further cultivate robust corporate governance." Nissan provided significant cooperation to the SEC, the agency said. The company now has a new governance structure with three statutory committees — audit, compensation and nomination — and has amended its securities reports for all relevant years. The SEC said beginning in 2004 Nissan's board delegated to Ghosn the authority to set individual director and executive compensation levels, including his own. The SEC said "Ghosn and his subordinates, including Kelly, crafted various ways to structure payment of the undisclosed compensation after Ghosn's retirement, such as entering into secret contracts, backdating letters to grant Ghosn interests in Nissan's Long Term Incentive Plan, and changing the calculation of Ghosn's pension allowance to provide more than $50 million in additional benefits." "Investors are entitled to know how, and how much, a company compensates its top executives. Ghosn and Kelly went to great lengths to conceal this information from investors and the market," said Stephanie Avakian, co-director of the SEC's Division of Enforcement.