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By Laurence Frost and Michel Rose
PARIS (Reuters) – The arrest of Renault-Nissan president Carlos Ghosn has provoked new attempts by the Japanese automaker to get rid of the control of its French parent company, compounding the problems that are accumulating. on the office of President Emmanuel Macron at the Elysee.
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But this one, more than most, can be made by Macron.
In April 2015, as 37-year-old Minister of Economy with unknown presidential ambitions at the time, Macron ordered a surprise increase in the government's stake in Renault, intended to guarantee double voting rights of the state. The decision taken overnight has profoundly shaken the Japanese end of the Renault-Nissan alliance.
During the ensuing eight-month battle between Macron's ministry and Hiroto Saikawa – Nissan's second-in-command at the time – many now see the seeds of the current crisis.
When the Gulfstream of Ghosn landed in Tokyo on November 19, prosecutors were waiting. Nissan, the company that it saved from bankruptcy and which it had been monitoring for nearly two decades, presented allegations of financial misconduct against its president and claimed that governance had been eroded by the control of Renault.
Saikawa has since challenged Renault's right to appoint officers and directors under the alliance's framework agreement, in correspondence sought by Reuters. Such fundamental differences now threaten the future of the partnership, which competes with Volkswagen and Toyota on the world stage of the automotive industry.
"President Macron has his own skin in the game," said Max Warburton, an analyst at AllianceBernstein, an asset manager based in New York.
"He must acknowledge that his decision taken in 2015 to increase the involvement of the French state in Renault … has probably affected Japanese perceptions of the alliance and raised fears that Nissan will eventually be under control of the French government. "
The Elysee refused to comment, but a councilor said the president regretted nothing of the events of 2015.
Macron, who won the elections last year to become the youngest president in France, is now faced with street protests and low approval rates. The Renault-Nissan crisis could draw more attention to the risks of its bold interventionism, once considered refreshing.
The year before his move to Renault, the government of Socialist President François Hollande had passed the Florange law. Named after a steel furnace whose closure has become a symbol of decline, it has doubled the voting rights of long-standing investors, including the French state, in any publicly traded company that did not withdraw by the vote of shareholders.
COURTESY CALL
For several months from the end of 2014, Macron, a former Rothschild distributor, tried unsuccessfully to dissuade Mr Ghosn and the Renault Board of Directors from proposing a waiver during the year. the general meeting of the company, April 30. With a 15% stake in the automaker and a slightly larger share of the vote, the government was in danger of losing such a confrontation.
Then, in the evening of April 7, Macron called Ghosn to let him know – courtesy – that the state had bought an additional 4.73% from Renault for 1.2 billion euros ($ 1 billion). Euros), would announce his maneuver in the morning and planned. sell at only 15 percent after defeating his opt-out.
"He would always come in with guns," said a former minister on Macron. "It's only then that the actual power dynamics of the situation will register."
With this step, seen by detractors and admirers as an unprecedented governmental "raid", the battle of emoticons that smolder between Ghosn, the world's CEO, and Macron, the banker-turned-minister has come to light.
Ignoring the warnings, Macron took the lead and defied the opt-out. The vote gave France an effective blocking minority at Renault, which in turn controlled the Nissan shareholders' meetings through its 43.4% stake in the Japanese company.
The alarm bells ring in Tokyo and the tension increases, which increases tensions in the months that follow. Nissan has threatened to pull out of the Reprise Alliance Management Agreement (RAMA), a radical step that would have freed it to buy back shares in its smallest French company and end or reverse Renault's control.
"The governance of Renault and, consequently, the autonomy of Renault's management, which have been the basis of trust (for) the alliance, will be significantly affected," wrote Saikawa in a note to the Renault's board obtained from Reuters. .
A spokesman for Nissan declined to comment on this story.
Macron employees initially rejected Saikawa's demands to surrender its majority stake in Nissan, reinstate the voting rights of the 15% stake in Renault, and relinquish control of the alliance. considering as dictated by Ghosn, then CEO of Nissan.
"When Ghosn talks about what Nissan and Japan think, he speaks for himself," said at the time a head of the French agency that oversees the state's holdings. "They are garbage in my case."
MACRON MISJUDGED
Three years later: Ghosn left, currently held in a Tokyo cell to face charges of misappropriation of Nissan assets, dishonest information about corporate investments and, in part, under-reporting massive of its real remuneration. He denies the allegations, according to NHK television.
And yet, the same requirements of Nissan are back on the table.
"The terminology, phrases and vocabulary we hear today are about the same as those of 2015," said another former French government official, now a business banker.
"We did not believe Ghosn when he presented the Japanese position, but in reality, it was not an invention."
Macron's push for a full merger between Renault and Nissan has also caused deep concern in Japan, just months before Nissan's whistleblowing investigation led to the arrest and arrest of the company. the removal of Ghosn.
Having previously insisted that France should first sell its stake in Renault, Ghosn has accepted this year https://www.reuters.com/article/renault-nissan-alliance/renault-nissan-ready-to- merge-if-france- exits-ceo-idUSL5N1FV1U4 to explore a closer rapprochement in exchange for the renewal of its contract between the Renault CEO and the government, before relaunching negotiations.
This week, Renault, Nissan and Nissan-controlled Mitsubishi executives are meeting for the first time since Ghosn's arrest. The aim of the Amsterdam meetings is to maintain the pace of shared facilities and programs in the sudden absence of a world leader and to avoid conflict.
However, as the dispute over appointments threatens to escalate into a new battle within the board, Renault's arm is seriously weakened by another deal struck by Macron to end the last confrontation.
At the end of 2015, while the tension on the threat of rupture of alliance ties with Nissan increased, France accepted https://www.reuters.com/article/us-renault-nissan/renault-nissans- the French-peace-deal-leaves-investors -undownmed-idUSKBN0TU17R20151212 to cap the voting rights of Renault to 18% for most non-strategic decisions.
But the "stabilization" accord backed by Macron went further, with Renault 's firm commitment to never oppose Nissan' s board of directors at any time. shareholder meeting. In the tussle now running around the executive positions, it's a handicap.
According to Loic Dessaint, CEO of Proxinvest, a shareholder advisory firm in Paris, the overthrow was a "failure of oversight" by a government that had intervened to protect what it was considering. like the interests of Renault.
"This is nothing less than the waiver of Renault's rights on its main asset," Dessaint said Tuesday. "Renault has effectively lost its votes in Nissan."
"We are now approaching a situation where they realize too late that this has had an impact on their bargaining position.The alliance's power struggle is already upset."
DISTRACTION
When Reuters made contact with him, former President Hollande declined to comment on how his government had handled the saga of voting rights three years ago.
But the Macron Cabinet colleague said he seemed distracted by the end of the year when, as we now know, he was preparing to launch En Marche, the political party that eventually brought to the presidency. The enmarche.fr web address was registered on January 7, 2016, less than four weeks after the conclusion of the transaction with Renault-Nissan.
"This has not prevented him from being very involved in his files, given his intelligence and his ability to work," said the ex-minister. "But they were no longer his main concern."
Ghosn also has a share of responsibility in climbing his 2015 battle with the Minister of Economy, he added.
"Ghosn had the absolutely unbearable belief that he was above the ministers, so he would never consider speaking to a Prime Minister – which, I doubt, much pleased Macron. , who rarely ignored its meaning. "
Another part of this verdict was shared by another member of the firm, Christophe Sirugue, questioned about his relations with the Renault CEO one year after the settlement of the conflict.
"With Carlos Ghosn? You're kidding," said Sirugue, then Minister of Industry for Europe's third largest economy and Renault's largest market. "As far as he's concerned, I do not exist."
(Report by Laurence Frost and Michel Rose, additional report by Elizabeth Pineau and Gilles Guillaume, edited by Mark Potter)
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