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Corporate Governance and Nissan and Carlos Ghosn

  • U.S.-Asia Law Institute 139 MacDougal Street, Room 512 New York United States (map)

Corporate Governance and Nissan and Carlos Ghosn


About the Presentation


From a corporate governance perspective, the Nissan scandal can be boiled down to one fundamental question:  Is Nissan a “Japanese” company?  Nissan is incorporated in Japan and listed on the Tokyo Stock Exchange and traditionally has been managed from Yokohama, but in terms of ownership structure it has the French company, Renault, as a controlling shareholder.  This ownership structure is formally reflected in Nissan’s internal rules, which give Nissan’s chairman (Ghosn) unusual authority to nominate the company’s directors and to determine executive compensation.  The basic question of Nissan’s identity is also highly relevant to the central issue in the case revolving around Ghosn’s executive compensation:  Should Ghosn be compensated according to Japanese norms or practices, or should his compensation be considered in terms of being CEO of a global automobile company like General Motors?  Compensation practices reflect underlying basic differences in employment systems, as large Japanese companies continue to practice a modified form of “lifetime employment.”          

About the Speaker

Bruce Aronson has been a tenured professor of law at universities in the United States and Japan, and has also served as a corporate partner at a major New York law firm. Professor Aronson is currently a Research Associate, Japan Research Centre, SOAS, University of London (non-resident). He also serves as an outside director at a listed Japanese pharmaceutical company. His main area of research is comparative corporate governance with a focus on Japan, and he is currently working on a new book tentatively titled Corporate Governance in Japan: A Comparative Approach.His current research project is a new book tentatively titled Corporate Governance in Japan: A Comparative Approach.