The Serious View of the Nissan Ghosn “Last Witness”

Professor Wataru Tanaka of the University of Tokyo testified so. It was at the Tokyo District Court No. 104 on April 22nd.

More than two and a half years after Carlos Ghosn‘s arrest drama in November 2018, Ghosn fled abroad, but the trial of Nissan Motor Co., Ltd.’s former CEO Greg Kelly (64) who was arrested with him It has been going on since September 2020. On this day, Professor Tanaka appeared as a witness from the defense (Kelly defendant).

Kelly’s alleged violation of the Financial Instruments and Exchange Act is a securities report that conspired with former CEO Carlos Ghosn (67) and stated Ghosn’s executive compensation lower than it actually is. Report) was submitted.

The prosecution’s indictment is that Mr. Ghosn’s remuneration from 2010 to 2017 was 17 billion yen in total, but the actual statement was only 7.9 billion yen in total, so it was a “false statement”. In response, Kelly consistently denied in a trial that “there was no fact that he had colluded with Ghosn to hide his unpaid compensation.”

“Not stated” instead of false statement
In expressing his view, Professor Tanaka focused on the phrase “what was paid” that Nissan wrote in a report.

This disclosure method has been used by many listed companies, not limited to Nissan, since before 2010, when the Cabinet Office Ordinance required the disclosure of individual remuneration for officers with remuneration of 100 million yen or more. Even after the Cabinet Office Ordinance came into effect, it was disclosed in the same format.

All compensation for officers for the fiscal year is considered to be “executive compensation for the current period.” The Cabinet Office Ordinance does not specifically specify whether it has been paid or unpaid, and it is common sense among lawyers to interpret that “executive compensation must be disclosed including the unpaid portion.”

The Financial Instruments and Exchange Act clearly separates “false statements” from “non-statements.” Regarding important information that influences the judgment of investors, it is false to write false numbers and sentences, and it is not written to not write it. Professor Tanaka’s view is the latter.