Settlement of Jackson County Employees’ Retirement System v. Ghosn, et al.,
The parties have reached a settlement of this action, pending in the United States District Court for the Middle District of Tennessee, Nashville Division. The settlement provides for the payment of $36 million for the benefit of eligible Class Members. Plaintiffs Jackson County Employees’ Retirement System and Providence Employees Retirement System alleged that Defendants violated §§10(b) and 20(a) of the Securities Exchange Act of 1934, as well as that Nissan Motor Co., Ltd. (“Nissan”) violated the Financial Instruments and Exchange Act of Japan by making false and misleading statements and omissions and engaging in a scheme to defraud in which Nissan’s then-CEO and Chairman, Carlos Ghosn, conspired with the other Defendants to increase his own pay by approving billions of yen in deferred compensation, which Nissan would be obligated to pay him at later dates, but concealed that compensation from Nissan’s financial reports. As a result, Plaintiffs alleged that Defendants understated Nissan’s compensation expenses and overstated its operating income throughout the Class Period. At the same time, Plaintiffs alleged that Defendants also made false and misleading statements regarding Nissan’s corporate governance and internal controls, compliance with applicable laws, and commitment to ethical conduct in Nissan’s other mandatory disclosure documents.
The Class consists of all Persons who, between May 11, 2014 and November 16, 2018, inclusive, purchased or otherwise acquired Nissan American Depositary Receipts on the over-the-counter market and all citizens and residents of the United States who, between May 11, 2014 and November 16, 2018, inclusive, purchased or otherwise acquired Nissan common stock. Excluded from the Class are Nissan, Carlos Ghosn, Greg Kelly, Hiroto Saikawa, Hiroshi Karube, and Joseph G. Peter, current and former officers of Nissan, members of their immediate families and their legal representatives, heirs, successors or assigns, agents, and any entity in which any Defendant, an immediate family member or a nominee has or had a controlling interest. Also excluded from the Class is any Person who would otherwise be a Member of the Class but who validly and timely requested exclusion in accordance with the requirements set by the Court.
The settlement was approved by the Court on October 7, 2022.
If you have any questions about the settlement or the litigation, please contact the Shareholder Relations Department at 1-800-449-4900.