WELCOME TO THE NISSAN SECURITIES LITIGATION WEBSITE
This website has been established to provide general information related to the proposed settlement of the case known as Jackson County Employees’ Retirement System v. Ghosn, et al., Civil Action No. 3:18-cv-01368 (the "Litigation"), pending before the United States District Court for the Middle District of Tennessee, Nashville Division (the "Court"). The capitalized terms used on this website, and not otherwise defined, shall have the same meanings ascribed to them in the Stipulation of Settlement dated April 22, 2022 (the "Stipulation"), which can be found and downloaded by clicking on the Case Documents tab above. Your rights may be affected by the Settlement if, between May 11, 2014 and November 16, 2018, inclusive (the “Class Period”), you purchased or otherwise acquired Nissan Motor Co., Ltd. ("Nissan" or the "Company") American Depositary Receipts (“ADRs”) on the over-the-counter market (“OTC Market”) and/or if you are a citizen or resident of the United States who, between May 11, 2014 and November 16, 2018, inclusive, purchased or otherwise acquired Nissan common stock.
The entities that lead the Litigation, Jackson County Employees’ Retirement System and Providence Employees Retirement System, are referred to as the “Plaintiffs.” The entity and individuals, Nissan, Carlos Ghosn, Greg Kelly, Hiroto Saikawa, Hiroshi Karube, and Joseph G. Peter, that are being sued are referred to as the “Defendants.”
The law firm of Robbins Geller Rudman & Dowd LLP (“Lead Counsel”) represent Class Members. Class Members will not be charged for these lawyers. They will be paid from the Settlement Fund to the extent the Court approves their application for fees and expenses.
WHAT IS THIS LAWSUIT ABOUT?
As more fully described in the Notice of Proposed Settlement of Class Action (the "Notice"), this class action alleges violations of the federal securities laws and the Financial Instrument and Exchange Act of Japan, brought on behalf of all Persons who purchased or acquired Nissan ADRs on the OTC Market and United States citizens or residents who purchased or acquired Nissan common stock during the Class Period. Plaintiffs allege that the Defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (“Exchange Act”) and Nissan violated the Financial Instrument and Exchange Act of Japan (the “FIEA”).
The Amended Complaint for Violations of the Federal Securities Laws (the “Complaint”), filed on May 6, 2019, alleges that Defendants violated Sections 10(b) and 20(a) of the Exchange Act, as well as that Nissan violated the FIEA. More specifically, Plaintiffs allege that throughout the Class Period, Defendants engaged in a scheme to defraud and made materially false and misleading statements and/or failed to disclose adverse information regarding the Company’s business and operations, which caused the prices of the Company’s securities to trade at artificially inflated prices, until the circumstances concealed by the alleged fraud were revealed, and the Company’s stock prices significantly declined. Defendants have asserted multiple defenses to Plaintiffs’ allegations.
On September 15, 2021, Plaintiffs and Nissan participated in a voluntary mediation with the Hon. Layn R. Phillips (Ret.) of Phillips ADR, an experienced mediator. Nissan acted on behalf of Nissan and Defendants Saikawa and Peter. The mediation was preceded by submission of mediation statements. Plaintiffs and Nissan ultimately accepted the mediator’s proposal to resolve the Litigation as against the Defendants, and on September 21, 2021, executed a Term Sheet memorializing their agreement. The agreement includes, among other things, the Settling Parties’ agreement to settle the Litigation between them in return for a cash payment of $36,000,000 by Nissan for the benefit of the Class, subject to the negotiation of the terms of a stipulation of settlement and approval by the Court. The Stipulation (together with the Exhibits thereto) reflects the final and binding agreement between the Settling Parties.
Throughout this Litigation, Nissan has maintained that it has multiple defenses to the claims made by Plaintiffs against Nissan under Sections 10(b) and 20(a) of the Exchange Act and the FIEA, such as lack of personal jurisdiction over Nissan by the Court with regard to the FIEA claim. The Individual Defendants have denied, and continue to deny, any and all of the claims alleged in the Litigation, including any allegations of fault, liability, wrongdoing, or damages whatsoever, including (i) that they have committed any act or made any materially misleading statement giving rise to any liability under Sections 10(b) and 20(a) of the Exchange Act, (ii) that they engaged in a scheme to defraud, (iii) that they made any material misstatement or omission, (iv) that the prices of Nissan ADRs or Nissan common stock were artificially inflated as a result, (v) that they acted with the requisite state of mind, (vi) that any Class Members, including Plaintiffs, suffered any damages, or (vii) that any Class Member, including Plaintiffs, were harmed by any conduct alleged in the Litigation, or that could have been alleged therein.
WHAT DOES THE SETTLEMENT PROVIDE?
In exchange for the Settlement and the release of the Released Claims (defined in the Stipulation) as well as dismissal of the Litigation, Defendants have agreed that a payment of $36 million will be made by Nissan, on behalf of all Defendants, to be divided, after taxes, fees, and expenses, among all Class Members who send in a valid Proof of Claim.
ADDITIONAL INFORMATION
Although the information in this website is intended to assist you, it does not replace the information contained in the Notice and Stipulation, both of which can be found and downloaded by clicking on the Case Documents tab above. We recommend that you read the Notice and other relevant case documents carefully.
YOUR LEGAL RIGHTS AND OPTIONS IN THIS SETTLEMENT
| SUBMIT A CLAIM FORM |
This is the only way to be eligible to receive a payment. Proofs of Claim must be postmarked or submitted online on or before September 14, 2022. |
| EXCLUDE YOURSELF |
Receive no payment. This is the only option that potentially allows you to ever be part of any other lawsuit against the Defendants or any other Released Persons about the legal claims related to the issues raised in this Litigation in the United States. Should you elect to exclude yourself from the Class, you should understand that Defendants and the other Released Defendant Parties will have the right to assert any and all defenses they may have to any claims that you may seek to assert, including, without limitation, the defense that such claims are untimely under applicable statutes of limitation and statutes of repose. Exclusions must be received no later than August 29, 2022. |
| OBJECT |
Write to the Court about why you oppose the Settlement, the Plan of Allocation, the request for attorneys’ fees and expenses, and/or the expenses of Plaintiffs. You will still be a Member of the Class. Objections must be received by the Court no later than September 2, 2022 and by counsel no later than August 29, 2022. If you submit a written objection, you may (but do not have to) attend the hearing. |
| GO TO THE HEARING ON SEPTEMBER 19, 2022 |
Ask to speak in Court about the fairness of the Settlement. Requests to speak must be received by the Court and counsel on or before August 29, 2022. You do not have to attend the hearing unless you wish to speak either in support of the Settlement or in support of any objection you may have submitted. |
| DO NOTHING |
Receive no payment from the Settlement. However, you will be bound by the Settlement, unless you have requested exclusion from the Class. |
IMPORTANT DATES AND DEADLINES
| Submit Proof of Claim: |
September 14, 2022 |
| File Objection and Notice of Intention to Appear, if applicable: |
To the Court: September 2, 2022, To Counsel: August 29, 2022 |
| Request Exclusion: |
August 29, 2022 |
| Court Hearing on Fairness of Settlement: |
September 19, 2022, at 2:30 p.m. |