FT : Ghosn’s Nissan woes pose a warning for Japanese stocks

Ghosn’s Nissan woes pose a warning for Japanese stocks
Hard lessons from a carmaker, a maglev contract — and a stolen toilet roll

Last week as the Japanese legal ordeal of Carlos Ghosn, 64, was just beginning, the trial of Masami Fujita, 64, was wrapping up.

The former case pivots on the conduct of one of Japan’s most famous corporate chieftains and affects the balance of relations two multibillion-dollar global corporations and, potentially, of two G8 nations. Mr Fujita, meanwhile, was fined Y200,000 for stealing a Y30 roll of toilet paper from a hospital on the tiny island of Okinoshima.

Both cases, in their way, need to be grasped by the market over coming days and weeks as investors attempt to work out, first, what is likely to happen to Nissan shares and, second, to the wider Japanese equity story.

More immediately, there is the question of why Nissan shares have not imploded given the uncertainty that now surrounds the company and the man who saved it from bankruptcy vanishing into the maw of the Japanese criminal justice system. Certainly, the stock dropped more than 6 per cent on the first day the news broke. But it then rose for three and currently stands only a little way behind the Topix index so far this year.

The many hedge funds who went short in the first minutes of the news, guessing that the crisis was worth at least 15 per cent of downside in the first couple of days, are licking their wounds and wondering what on earth went right. Quite a number of analysts privately agree that Japanese corporate scandals — many of them considerably more modest than this — have historically wrought much greater stock-price havoc and that the short seemed a good bet. A few analysts have ventured out and cut their ratings: Nomura’s Masataka Kunugimoto moved from “buy” to “hold”, arguing that the hit to the Nissan brand would dent sales in Japan, and the whole debacle could ultimately result in weaker synergies from the alliance with Renault.

Some traders, meanwhile, found the lack of a Nissan nosedive unsurprising. The combination of the company’s obvious governance shortcomings, the general caution over the automotive sector as technology disrupts and the 43 per cent stake Renault holds in Nissan has strictly limited institutional interest in the stock.

The messianic halo that once gleamed over Mr Ghosn had dimmed some time ago. Nobody can be sure what will happen to Nissan but given that the best guess at what caused Mr Ghosn’s downfall was a tussle between Nissan and Renault, plausible scenarios include Renault using the turmoil to increase its stake or even mount a hostile bid for control. Everyone knows these are speculative, but are believable enough to keep holders holding and the shorts from building at this stage. Several hedge funds confirm that even the biggest downside risk — that the alliance collapses — feels too unknowable for a big punt.

The bigger challenge, however, is that Nissan feels large enough for its current torment and the woes of Mr Ghosn to be read as something more broadly symbolic and cautionary for Japanese stocks. Some have already drawn the links: the speculation that Mr Ghosn’s downfall was orchestrated by some Renault-sceptic faction of Nissan (conceivably with a government nod) evokes a resurgence of “old Japan” that some had hoped tamed by Abenomics. The anti-greed baying in local media around Mr Ghosn’s sensationalised arrest are chilling for Tokyo’s prospects of embracing the sort of shareholder-focused progress for which investors have been waiting.

A big source of distraction, however, will come from the protracted spectacle of the Japanese justice system chewing slowly on its prized quarry. The prosecutors’ investigation of Mr Ghosn will supply the market with weirdness, paradox and sources of outrage — all justice systems have their peculiarities but Japan’s feels more nakedly like a policy tool.

The fate of Mr Fujita and the stolen toilet roll has already been tied by some into the Nissan/Ghosn frenzy. To some, the harshness of the toilet-roll thief’s penalty reveals an unbending system that will inevitably find some infraction to bring down the ousted Nissan chairman. Others use it to illustrate the wild unevenness of Japanese prosecutors: a few months ago senior executives of Japan’s biggest contractors, Obayashi and Shimizu, confessed to bid-rigging on a maglev rail project worth roughly 320 billion times more than a toilet roll. Their “willingness to co-operate” with the prosecutors meant they were not indicted.

The temptation to dwell on this, say fund managers, is a distraction from the real task of the market — to use corporate governance metrics to work out precisely how many Nissans are out there and where Japan’s next crisis will erupt. As one puts it: knowing that Nissan was riddled with governance shortcomings didn’t pin-point when this puncture would occur, but did tell you that the whole tyre wasn’t roadworthy.

On that front, this week’s update from the Financial Services Agency was not encouraging. Mr Ghosn, it points out, led a company with no CEO nomination or remuneration committees, like a large majority of companies in the TSE first section.

FT : Argentine judge moves to investigate Saudi crown prince

Argentine judge moves to investigate Saudi crown prince
Information sought over Human Rights Watch accusations ahead of G20 summit

An Argentine judge has taken the first moves towards opening an investigation into Saudi Crown Prince Mohammed bin Salman after he was accused of war crimes and torture by Human Rights Watch, a non-governmental organisation.

The judge asked Argentina’s foreign ministry on Wednesday to request information from Turkey, Yemen and the International Criminal Court as to whether there were any legal proceedings already under way regarding the accusations against Prince Mohammed.

Human Rights Watch asked Argentina on Monday to use a war crimes clause in its constitution to investigate any involvement by Prince Mohammed in possible crimes against humanity in Yemen as well as the recent gruesome death of the Saudi journalist Jamal Khashoggi in Turkey.

The judge has also asked the Argentine foreign ministry to clarify the diplomatic status for leaders visiting Buenos Aires this week for the annual summit of leaders of the G20 leading economies.

An official at the foreign ministry confirmed to the Financial Times that Prince Mohammed, who arrived in Argentina on Tuesday, enjoyed diplomatic immunity as leader of his country’s delegation, and therefore cannot be detained. The official also observed that any legal proceedings would need to be elevated to Argentina’s Supreme Court.

Local observers pointed to the irony that attempts were being made to prosecute Prince Mohammed in Argentina, a country whose legal system is notoriously ineffectual and slow-moving, at best, and politicised and corrupt, at worst.

“The Argentine judiciary, by taking steps toward a formal investigation, is sending a clear message that even powerful officials like Mohammed bin Salman are not above the law and will be scrutinised if implicated in grave international crimes,” said Kenneth Roth, executive director of Human Rights Watch.

“A cloud of suspicion will loom over him as he tries to rebuild his shattered reputation at the G20, and world leaders would do well to think twice before posing for pictures next to someone who may come under investigation for war crimes and torture,” he added.

World leaders will gather in Buenos Aires on Friday for a two-day summit expected to be attended by presidents including Donald Trump of the US, China’s Xi Jinping and Russia’s Vladimir Putin.

A Saudi-led coalition intervened in Yemen’s civil war in March 2015 after Iran-aligned Houthi rebels seized Sana’a, the capital.

Saudi Arabia insists it is backing the legitimate government and accuses Iran of fuelling the conflict and arming the Houthis. But the coalition has been widely criticised for the high civilian death toll and is blamed for exacerbating what aid groups describe as the world’s worst humanitarian crisis.

A UN panel of experts said in August that the Saudi-led coalition was responsible for violations that may amount to war crimes, including bomb attacks on civilian targets such as hospitals, schools, homes and markets, that have claimed thousands of lives.

WSJ : Get Paid Well But Don’t Let It Show? Nissan Probe Reveals Contours of Ghos

Get Paid Well But Don’t Let It Show? Nissan Probe Reveals Contours of Ghosn Case
Nissan former chairman deferred some compensation to avoid PR fallout in a way that prosecutors say might have violated Japan’s securities law

TOKYO—Carlos Ghosn amassed more than $80 million in IOUs from Nissan Motor Co. yet never settled on a plan for how the compensation would be paid, according to a Nissan probe and people familiar with the matter.

That revelation and others are painting a picture of an executive who, at a time of intense public scrutiny of executive pay, deferred some pay in a way that his defenders say was legal but that prosecutors say may have violated Japan’s securities law.

As Mr. Ghosn’s IOUs piled up, Nissan also was laying out some $18 million for residences for the jet-setting chief, a person familiar with the company’s probe said.

Mr. Ghosn is spending his second week in a Tokyo jail after he was pulled off his private plane Nov. 19 and arrested on suspicion of underreporting his compensation in Nissan’s financial filings.

The arrest has shaken the world’s largest automotive alliance, which links Nissan with Renault SA and Mitsubishi Motors Corp., and has led to global bewilderment as to why the widely admired auto chief landed in Japan’s strict justice system, where suspects can be interrogated for three weeks without charge. Mr. Ghosn has been stripped of his chairman’s title at Nissan and Mitsubishi but remains chief executive of Renault, with No. 2 Thierry Bolloré acting in the post on an interim basis.

Mr. Ghosn hasn’t been charged with any crime. He couldn’t be reached for comment, and the office of his Japanese attorney, Motonari Otsuru, declined to comment. According to Japanese broadcaster NHK, Mr. Ghosn has denied wrongdoing.

Nissan, for its most recent fiscal year that ended March 31, reported that Mr. Ghosn earned ¥735 million, or about $6.5 million at today’s exchange rates. But the company also committed on paper to pay him additional money after his retirement for total pay that year of almost $22 million, according to a person familiar with the investigations by Nissan and Japanese prosecutors.

All together, over a period of nine years, Mr. Ghosn built up about $82 million in deferred pay, the person said.

People familiar with the matter say Mr. Ghosn and a top aide, Greg Kelly, studied various ways by which he might collect that money after retirement, including via possible consulting contracts or noncompete deals. But no concrete method was determined, the people say.

That is a crucial point as prosecutors and the defense gear up for battle. A lawyer for Mr. Kelly, who also was arrested in Tokyo and remains in custody, said his client believed the future payments weren’t fixed amounts and so didn’t have to be reported in financial filings. Using company channels, Mr. Kelly solicited the views of outside experts and was told the unreported deferred compensation was fine, Mr. Kelly’s lawyer, Yoichi Kitamura, said. Mr. Kelly hasn’t been charged with a crime.

Prosecutors have declined to comment on the specific allegations, but outside lawyers said they are likely to aim to bring forward evidence, including the written IOUs, to argue that Messrs. Ghosn and Kelly knew they had to report the money as compensation and failed to do so.

The Ghosn matter has its origins in a March 2010 change in Japanese law to require that companies start disclosing salaries of executives earning more than ¥100 million, now equivalent to about $880,000.

In the previous fiscal year ended March 2009, Mr. Ghosn made around ¥1.75 billion, or a little more than $15 million, at Nissan, according to the person familiar with the investigations.

But disclosing such a sum could have raised a public outcry, as the world was just beginning to recover from the 2008 global financial crisis. Mr. Ghosn was admired for having rescued Nissan from near-bankruptcy a decade earlier but during the restructuring that followed many Nissan employees and suppliers had lost their jobs.

What Mr. Ghosn did for the year ended March 2010, according to the Nissan investigation, was instruct subordinates to pay him only $7.8 million and record the remaining roughly $7.5 million as an amount to be paid later. As Nissan chairman, he had the power to decide his own salary under Nissan’s corporate governance rules.

Even so, the lower disclosed portion was enough to anger the left-leaning party that had recently swept to power in Japan.

“Why is Mr. Ghosn’s salary so high? Because he’s good at firing people,” then-Prime Minister Naoto Kan said in a June 2010 speech. “If presidents who were good at firing people became respected at all companies, Japan would be full of unemployed people.”

In subsequent years, Mr. Ghosn’s reported pay grew only slightly, but he increased the IOU portion more rapidly without telling fellow board members, according to the Nissan investigation. In the most recent fiscal year, his total package added up to almost $22 million.

The investigation alleges that one plan Messrs. Ghosn and Kelly considered but dropped was paying out part of the IOU portion as a salary to Mr. Ghosn in his role as chairman of Renault-Nissan B.V., the joint venture that coordinates operations between the two auto makers.

Nissan is also looking into what it alleges are the misuse of company funds for private purposes by Mr. Ghosn—with much of the activity beginning shortly after the Japanese disclosure laws kicked in.

At the center of that investigation are five apartments and houses around the world that Nissan had bought or rented for Mr. Ghosn’s exclusive use, according to a person familiar with the matter.

Three are in Tokyo, Paris and Amsterdam, cities where the Renault-Nissan alliance has headquarters. Two of them—an apartment on Rio de Janeiro’s famed Copacabana Beach, and a mansion in an upscale neighborhood of Beirut—are in places where Mr. Ghosn, who was born in Brazil and grew up in Lebanon, has family.

In December 2010, Nissan established a company in Amsterdam called Zi-A Capital BV, with Mr. Ghosn its lead director, corporate filings show. Mr. Kelly made a pitch to fund the company to Nissan’s executive committee, the person familiar with the investigations said.

Executives got the impression that the money at Zi-A Capital—ultimately some $82.8 million—was for investment in tech startups, people familiar with the situation said. Instead, it was used to buy the Rio beachfront apartment in 2011 and the Beirut mansion in 2012, one of the people said.

The Ghosn family believed the residences in Rio de Janeiro, Beirut and other locations were corporate housing, whose purchase went through the normal channels for Nissan approval, a person familiar with the family has said.

Someone at the Rio property said the Ghosn apartment was closed most of the year, and the executive and his family came about twice a year and stayed for a few days. In Beirut, neighbors of the bright pink-and-ivory house bought for Mr. Ghosn say the building had been falling apart and received major renovations that were completed recently.

Nissan has said Mr. Ghosn’s personal use of company assets was one of the “significant acts of misconduct” it uncovered. Prosecutors haven’t said anything publicly about the residences.

In early 2017, Mr. Ghosn said he would step down as Nissan’s CEO while remaining chairman. He handed the CEO role to his longtime right-hand man, Hiroto Saikawa.

“He is such a charismatic hero,” Mr. Saikawa said in an interview at the time. “To drive the company differently is not my objective.”

The Ghosn legacy began to look tarnished in October 2017 when Nissan admitted to violating Japan’s rules on vehicle inspections, a problem that extended back into Mr. Ghosn’s reign. That led Mr. Saikawa to overhaul the company’s auditing process and whistleblower system.

Early this year, Mr. Saikawa was handed a whistleblower complaint by corporate auditors, the result of the system he helped strengthen, according to the person familiar with the investigations by Nissan and prosecutors.

The content of that complaint couldn’t be learned. Nissan has said the investigation that followed uncovered widespread misconduct by Mr. Ghosn. Nissan says it has fully shared its findings with prosecutors.

When Mr. Saikawa announced the outline of Nissan’s results on Nov. 19, the night of the Ghosn and Kelly arrests, he said he was at a loss for words.

“Beyond being sorry—I don’t know how to say this—I feel strong anger and despair,” Mr. Saikawa said.

FT : French companies lead the way on gender diversity

French companies lead the way on gender diversity
Luxury brand Kering and hospitality group Sodexo have majority of women board members

France’s ambitious moves to increase gender diversity among its top companies is paying off as it leads the way over the number of women on boards at European corporates.

The largest listed French companies have an average of 44 per cent of women on their boards, topping the inaugural European diversity index with the highest number on the continent.

Nine groups listed on the Paris CAC 40 exchange have a majority of women or an equal number of females on their boards, according to research by European Women on Boards (EWOB) and data provider Ethics & Boards.

French luxury brand Kering and hospitality company Sodexo have a majority female board of directors and nine other groups have reached parity.

This has helped Paris hit its target of a quota of 40 per cent of females on boards for companies listed on the CAC 40 by 2017. France has also proposed a requirement that companies narrow their gender pay gap or face fines.

However, despite the progress in non-executive roles, there has been criticism about the failure of senior women to break through in top executive positions.

In the UK, the latest review found that the number of female chief executives had fallen from 15 to 12 over the past year. There was also scant improvement in the top non-executive role of chair.

The number of female chairs in the FTSE 350 had only risen from 17 to 22, according to the Hampton-Alexander women on boards review, which was published earlier this month.

Still, the research from EWOB and Ethics & Boards was encouraging.

They published the rankings of the 200 largest European listed companies from the Stoxx 600 on Wednesday. It covers EWOB’s nine member countries — Belgium, Czech Republic, Finland, France, Germany, Italy, the Netherlands, Spain and the UK.

Overall, 11 companies in the index have reached board gender parity: Accor, Axa, Bouygues, Diageo, Kering, Legrand, Publicis Group, Sodexo, Terna, Total and Vivendi. Nine are French-listed, the others are British and Italian.

“Diversity is really part of sustainable growth,” said Monique Lempereur, chairwoman of EWOB and managing director of Continental Carbon Company Europe, in an interview with the Financial Times.

Based on data compiled by Ethics & Boards, EWOB has used its index to issue awards to recognise diversity on the board and within the leadership team of the various companies.

Sodexo won the award for the most diverse board that is chaired by a woman. Sophie Bellon leads a board of seven women and six men.

The award is “very powerful recognition” of the company’s efforts to promote diversity said Ms Bellon.

The prize for the board with the highest per cent of women went to Kering, owner of Gucci, Alexander McQueen and other brands, with 60 per cent female directors.

A few years ago Kering appointed a majority of women to the board in an effort to lead on gender parity by setting an example at the top, said François-Henri Pinault, chief executive and chairman of Kering.

British-based pharmaceutical group GSK won the prize for a company led by a woman with the most diverse board. Emma Walmsley is chief executive and GSK’s board is 46 per cent women.

An increasing body of research suggests that more diverse boards improve decision making and financial returns.

Over the past decade countries brought in a patchwork of targets, voluntary initiatives and quotas. Norway led the way with France, Italy, Germany and Belgium among the countries establishing legal quotas. Others such as Denmark, Netherlands, and the UK have opted for softer, more voluntary regimes.

Last month California became the first US state to require public companies to have a female board member. Beyond government, big investors such as BlackRock and Japan’s Government Pension Investment Fund, or GPIF, have also begun to champion the cause.

There is debate about whether a binding quota or voluntary target is more effective. However, Therese Murphy from the European Institute for Gender Equality, said the “disparity (between member states) shows it is difficult to effect change without positive action, which can come in the form of legal measures, such as quotas, or voluntary company initiatives”.

In the UK, the voluntary target succeeded — the 100 largest British listed companies had 26.1 per cent women on their boards by 2015, more than the 25 per cent target and they are on track to achieve the 2020 ambition of 33 per cent.

However, EWOB’s Ms Lempereur said: “As soon as you go to (smaller) companies that do not have quotas . . . the percentage of women in board positions is significantly lower and we see the same as well at the executive committee.”

The UK’s smaller FTSE 350 have a rate of 26.7 per cent and 75 companies appear to have stopped efforts after appointing one female non-executive — a so-called one and done

Increasing diversity in the leadership and senior management team requires organisational change and takes time to deliver results, but female non-executive directors can set an example.

“If women see a woman at the top, they can expect they will have their fair chance to progress,” said Ms Lempereur. “If there are only white men, they may think twice about joining that company.”

WSJ : ‘Bring Me Tariffs’—How Trump and Xi Drove Their Countries to the Brink of

‘Bring Me Tariffs’—How Trump and Xi Drove Their Countries to the Brink of a Trade War
In the corridors of power, officials from the U.S. and China maneuvered and often miscalculated

On Sept. 21, Chinese President Xi Jinping convened an emergency meeting of two dozen top officials. The day before, the U.S. had taken Beijing by surprise by imposing sanctions on a research unit of the Chinese military, shortly after announcing tariffs on $200 billion in Chinese imports. The Chinese didn’t know how to respond.

Mr. Xi arranged the meeting so hastily that three of the seven members of the group’s Standing Committee—China’s final arbiter of power—couldn’t attend because they were traveling, say individuals with knowledge of the discussions.

The party members, who gathered at the Zhongnanhai leadership compound in central Beijing, eventually concluded that a forceful counter was essential. China canceled impending trade talks in Washington, suspended a meeting with U.S. military officials and summoned the U.S. ambassador in Beijing to complain.

“There was no point in talking when the entire atmosphere was so poisonous,” recalls a senior Chinese official. In an interview Monday, President Trump responded: “I just want our country to be treated fairly.”

China and the U.S. are on the brink of a new Cold War, with tensions over trade at the top of the agenda. Both are erecting increasingly punitive tariff barriers on either side of the Pacific, putting into play their reputations on the world stage and the fate of major industries, from cars to cellphones to agriculture.

Tariff Bill
The U.S. and China have levied tariffs on hundreds of billions of dollars of imports so far. President Trump has threatened to impose tariffs on the rest of China's $505 billion in imports, which include mobile phones and laptop computers.
That the two countries arrived at this point, despite years of tension, wasn’t inevitable. Rather, it played out this year in the corridors of power in Washington and Beijing, with both maneuvering—and often miscalculating.

China’s leaders misread Mr. Trump as a businessman first, rather than the politician whose fixation on trade had helped carry him into office. They mistook his Treasury secretary as the key interlocutor, not the White House hard-liners who truly had his ear. And they failed to recognize the growing resentments in the U.S., and the world, about their own winner-take-all approach to trade and economics.

The Trump administration, for its part, found that ratcheting up pressure on China’s leaders kept them off balance, but hasn’t persuaded them, thus far, to change their policies. Picking fights with Europe, Japan and other allies over steel, aluminum and other issues undermined Mr. Trump’s ability to rally international support. And strife between the moderates and hard-liners in his own administration made it difficult for the U.S. to forge a consistent strategy.

Messrs. Xi and Trump are preparing to meet in Buenos Aires on Saturday as part of the Group-of-20 leaders summit. Both sides say they want a new trade deal. Mr. Trump is pressing for concessions that China is resisting.

This account is based on hundreds of interviews with government and business officials in both countries, including some who participated in internal discussions.

Economic relations between the two nations began souring long before Mr. Trump became president.

After China joined the World Trade Organization in 2001, it began amassing huge trade surpluses with the U.S. American officials complained China didn’t open its markets enough in return. Under President Xi, Beijing increased the government’s role in the economy, supporting state-owned firms with loans from government-run banks and increasing pressure on U.S. firms to hand over their technology.

In February 2015, nearly half of the Western companies surveyed by the American Chamber of Commerce in China felt they were less welcome than a year earlier.

Cui Tiankai, China’s ambassador to the U.S., blamed U.S. companies for not adapting to China’s increasingly competitive marketplace. “Maybe the days of so-called easy money in China are gone,” he said.

The U.S. began taking a more confrontational approach to China at the end of the Obama administration. Mr. Obama pressed Mr. Xi on cybertheft and its military buildup in the South China Sea, and negotiated a trade deal with other Asian nations to contain China as a regional power.

Chinese leaders rejected U.S. complaints that it pressured U.S. firms to hand over technology and denounced the U.S. for trying to contain its rise. Under Mr. Xi’s banner of China Dream, the government rolled out domestic and foreign-policy initiatives that challenged U.S. dominance, including a state-led effort to boost high-tech industries and the “Belt and Road” program to project economic influence across Eurasia and Africa.

‘They listened very carefully’
Chinese officials thought they had sized up Mr. Trump: He was a businessman and pragmatist, a deal maker with whom they could negotiate. His family-run business empire looked familiar in a region where family conglomerates were common. “He’s transactional,” said one Chinese official earlier this year.

Mr. Trump had lashed out at China in his campaign, tapping into resentment in manufacturing communities hit hard by imports. Chinese leaders were inclined to discount such campaign rhetoric.

Trade War Paradox
The U.S.-China trade fight has hurt Trump-supporting regions of the country the most.
Before his inauguration, Mr. Trump’s campaign met with various China experts, including Henry Kissinger, who then communicated with Chinese officials.

“Everything is on the table,” Mr. Kissinger told Chinese leaders after he conferred with the president-elect—a message that the U.S. was open to negotiate on many issues, say Trump officials from that time. Mr. Xi told Mr. Kissinger he wanted to meet Mr. Trump one-on-one, laying the groundwork for a later summit at Mr. Trump’s Mar-a-Lago golf resort.
The atmosphere chilled in early December 2016, when Mr. Trump took a phone call from Taiwan President Tsai Ing-wen. It was first time in nearly four decades an incoming president had talked to the leader of what Beijing considers a renegade province.

In discussions with the Chinese, the Trump team portrayed the call as a mistake, a new administration learning the nuances of foreign policy. After consulting again with Mr. Kissinger, Trump officials decided not to meet with the Dalai Lama, the Tibetan religious leader whom China views as an enemy. They also arranged a meeting with Yang Jiechi, China’s most senior foreign-policy official.

In New York, Mr. Yang and Ambassador Cui lectured Trump representatives that “the territorial integrity of China is not to be questioned,” says Steve Bannon, Mr. Trump’s former chief strategist, who attended the meeting.

Recalls Mr. Cui: “The Trump people at the time, they listened very carefully to us.”

Mr. Bannon, who sees China as an existential threat to the U.S., says he found the sessions “incredibly condescending.”

Shortly afterward, Mr. Bannon put together a China strategy group. Concerned that Chinese intelligence was monitoring Trump Tower, the group didn’t send drafts of their China report electronically. They agreed the new administration should pressure China on economic and security issues, while continuing high-level contacts.

Early on, Mr. Trump’s priority was getting help pressuring North Korea to give up nuclear weapons. In an effort to woo China, he broke his campaign pledge to label China a currency manipulator.

“I was doing North Korea and I didn’t want to let the negotiations come in the way, “ Mr. Trump said in the interview.

In April 2017, Messrs. Trump and Xi met at Mar-a-Lago. The two leaders announced a framework for a 100-day plan they said could ease economic strains. Commerce Secretary Wilbur Ross would take the lead negotiating for the U.S., and Wang Yang, then a vice premier known for backing economic reform, would lead the Chinese side.
That summer, Mr. Trump delayed announcing an investigation into Chinese trade practices for fear of losing Chinese support on North Korea, say administration officials. When he finally decided to launch the investigation, they say, he didn’t want to single out China, even though the probe was aimed specifically at alleged Chinese trade abuses.

“I don’t want to target China,” aides recall him saying. “Let’s leave China out of it.”

In the White House ceremony announcing the investigation, Mr. Trump mentioned China just once.

‘They’re playing you’
Central to the talks between Messrs. Ross and Wang were U.S. complaints that inexpensive Chinese steel was flooding global markets and putting U.S. steelworkers out of jobs. The motto of Mr. Ross’s negotiating team, says a former Trump official, was “no steel, no deal.”

After months of negotiations, say U.S. officials, Beijing agreed to reduce production, as it had promised before, but at a faster pace. Chinese officials considered offering to open markets further to overseas financial firms, but decided against it, figuring they had offered enough.

Back in Washington, Mr. Ross’s package landed with a thud, seen as little more than a repackaging of past unfulfilled promises. Shortly before Mr. Ross was to meet Mr. Wang and other Chinese officials for drinks to celebrate the deal, he met with Mr. Trump in the Oval Office.

“Shut it down,” the president told him about the talks.

Negotiations ended, as did Mr. Ross’s role as top U.S. representative, although an administration official says he remains part of the China negotiating team. Mr. Wang was promoted to a different position late that year.

To Mr. Trump and some advisers, the busted negotiation was evidence Beijing wanted to hook the U.S. into endless talks that led to few concrete results. To Beijing, it demonstrated the difficulty of dealing with the new administration. Chinese officials grilled foreign visitors about who really had Mr. Trump’s ear.

Four months later, when Mr. Trump flew to China for a state visit, Mr. Xi personally guiding him and first lady Melania around Beijing’s Forbidden City. The charm offensive flopped.

Mr. Trump had chosen U.S. Trade Representative Robert Lighthizer to present U.S. trade complaints to the Chinese leader. Mr. Lighthizer, a former Ohio steel-industry lawyer who resented how Chinese imports had battered his industrial clients, talked so bluntly that some in Mr. Xi’s entourage say they were offended. Mr. Ross sat outside the meeting room, the Chinese noted, waiting to be consulted.

Chinese officials wanted to use one of Mr. Trump’s meetings at the Great Hall of the People to offer foreign firms greater access to China’s banking, securities and insurance sectors. The U.S. dismissed the idea as too little and too late.

“They’re playing you,” Mr. Lighthizer advised the president, according to participants.

Hours after Air Force One took off from Beijing, China announced the financial sector openings on its own. Beijing pledged to raise to 51%, from 49%, how much ownership foreign firms could take in Chinese securities ventures, among other things.

To date, no U.S. securities firm has received approval to expand in China. That has become a talking point for trade hawks in the administration who argue Beijing doesn’t follow through on promises.

‘Bring me tariffs’
In early April, Mr. Trump threatened to levy his first major round of tariffs on China, targeting $50 billion in imports. Treasury Secretary Steven Mnuchin spoke by phone with China’s Vice Premier Liu He to arrange a meeting in Beijing. Mr. Mnuchin was pushing for a deal while hawks in the Trump administration wanted a tougher stance.

President Trump approved the trade mission, over Mr. Lighthizer’s opposition. As a compromise, the president filled out the U.S. team with Mr. Lighthizer and White House trade adviser Peter Navarro, whose book “Death by China” made him a reviled figure in Beijing.

On the first day of talks, Mr. Lighthizer presented U.S. demands in an eight-section document that called on China to reduce its $375 billion trade surplus with the U.S. by $200 billion within two years, to scrap policies and subsidies that supported favored industries, and to pledge not to retaliate if the U.S. imposed tariffs.

It was “surrender or die,” says Erin Ennis, senior vice president of the U.S.-China Business Council, a trade association of large U.S. firms.

On the second day, divisions within Mr. Trump’s team spilled into the open.

Mr. Mnuchin, the head of the U.S. delegation, had arranged a one-on-one sessions with Vice Premier Liu. Mr. Navarro confronted the Treasury secretary on the lawn of the Diaoyutai State Guest House, accusing him of a power grab. Confused Chinese officials watched from a distance.

When Chinese officials turned to Mr. Lighthizer in subsequent sessions, participants recall, he often replied, “I have nothing to say.” That led some in the two delegations to wonder whether he was there to negotiate, or to watch over Mr. Mnuchin.

Internal U.S. squabbling continued on the Air Force jet carrying the group home. During the flight, the White House released a terse statement about “frank discussions” and the need for the team to consult with Mr. Trump.

Messrs. Liu and Mr. Mnuchin met again a few weeks later and publicly declared a truce in May.

In White House meetings, Mr. Trump went the other way, say U.S. officials, telling his advisers: “Bring me tariffs.”

On June 15, the U.S. announced it would impose 25% tariffs on $50 billion of Chinese goods, in two steps, mainly components and industrial machinery. China said it would retaliate dollar-for-dollar, hitting soybeans and other U.S. agriculture. Three days later, Mr. Trump directed aides to identify more Chinese goods for tariffs.

Mr. Liu’s team spent the next few months analyzing the eight-section U.S. document, categorizing its demands into 142 separate items, of which the Chinese said they would consider negotiating 122. Mr. Liu delayed telling Washington what was on its list or what it was willing to negotiate.

Warring camps
A pattern emerged. Mr. Trump threatened tariffs on Chinese goods. Chinese and American negotiators huddled. Negotiations failed. The U.S. imposed the tariffs—now covering half of China’s $500 billion in U.S. imports—and China, which imports far less, retaliated.

Three men became key behind-the-scenes players: Mr. Liu for China and Messrs. Lighthizer and Mnuchin for the U.S.

Mr. Liu, a 66-year-old economist, is one of four vice premiers. He has known Mr. Xi since childhood. Earlier in his career, he cemented his reputation in the West as a reformer when he met with U.S. economists and told them the U.S. could pressure Beijing to open its economy more. Now he is in charge of policy-making for the Chinese economy, although U.S. negotiators wondered whether he had the clout to push through changes.

Mr. Lighthizer appealed to the president’s blue-collar leanings, which led him to believe China had ripped off the U.S. and needed to be punished. In White House meetings, Mr. Lighthizer sometimes said Beijing was getting even for the Opium Wars between Britain and China in the 1800s by shipping fentanyl to America. (China has denied it is a major supplier.)

He saw tariffs not only as a tool for the trade battle, but also to prod U.S. industries to shift investment away from China and slow China’s technological advance.

Mr. Mnuchin, a former Goldman Sachs Group Inc. executive, saw himself as the administration’s chief financial officer, with wide latitude to take initiatives, allies say. That put him close to Mr. Trump the businessman, who often telephoned CEOs who did business in China— Blackstone Group LP’s Stephen Schwarzman and Wynn Resorts founder Steve Wynn—who urged him to cut a deal.

Mr. Mnuchin sought advice from his former Goldman boss, Hank Paulson, a George W. Bush Treasury secretary who counted senior Chinese leaders as friends. Mr. Paulson talked or met with Mr. Mnuchin 11 times through March 31 of this year, according to government calendars, but not once with Mr. Lighthizer. A Treasury official says Mr. Mnuchin consulted Mr. Paulson on a variety of subjects, including Treasury’s role in setting China policy.

Time and again, Chinese officials turned to Mr. Mnuchin for a path to Mr. Trump. Time and again, Mr. Lighthizer’s views won out.

‘Serve as a bridge between our two governments’
Since the 1980s, China has counted on U.S. corporate leaders to push back against pressure from Washington. Lobbying by executives helped limit sanctions after the Tiananmen Square massacre in 1989 and to win support for China’s WTO entry.

One of Mr. Xi’s advisers, 70-year-old Wang Qishan, China’s vice president, considers himself an expert on the West. In the 1990s, when he was head of the state-owned China Construction Bank , he worked with Mr. Paulson. He tells visitors about his love of Mark Twain and Jack London novels and the Netflix drama “House of Cards.”

When he met with U.S. executives in Beijing early this year, he cited ancient Chinese military strategist Sun Tzu: “If you know the enemy and yourself, you need not fear the result of a hundred battles.” China understood the U.S. better than the other way around, Mr. Wang told them, and would be willing to endure far more pain rather than concede.

That might have been a misjudgment. U.S. business groups, which told the White House tariffs make it harder to do business, had little impact on an administration that wanted U.S. companies to pull up stakes in China. It had renegotiated the North American Free Trade Agreement, in part, to make Mexico an investment alternative.

Three big Washington trade groups that have led nearly every free-trade battle in Washington—the Business Roundtable, the U.S. Chamber of Commerce and the National Association of Manufacturers—were now calling for changes in Chinese industrial policies, fed up with alleged theft of the technology secrets.

China’s Commerce ministry dispatched agents around the country to quiz U.S. firms about their plans and to persuade them to stay put. Changes were on the horizon, Beijing made clear, including tariff cuts and reduced regulation. Officials emphasized easing restrictions for foreign auto companies—a promise Mr. Xi made in April.

“All these things are what China has intended to do all along,” says a senior policy maker in Beijing. “Trump helped speed things up a bit.”

In June, Mr. Xi gathered a group of 20 CEOs from foreign firms such as Goldman Sachs and Hyatt Hotels Corp. to warn them they could be caught in the crossfire of a trade war.

“In the West, you have the notion that if somebody hits you on the left cheek, you turn the other cheek,” he told the foreign executives, according to people familiar with the session. “In our culture we punch back.”

At the end of the gathering, his frustration boiled over. “We respect your democratic system,” the Chinese leader said, according to people familiar with the session. “Why can’t you respect ours?”

In August, China Vice Minister of Commerce Wang Shouwen flew to Washington and met representatives of a dozen big U.S. companies. “Serve as a bridge between our two governments instead of a wedge,” he told them, according to participants. “You may have frustrations and concerns, but I hope you won’t exaggerate those issues.”

Intel Corp. Vice President Peter Cleveland told Mr. Wang that Intel was committed to China for the long term. But he urged China to make some of the changes the U.S. sought, including easing government pressure on U.S. firms to transfer technology to their Chinese partners, according to people who attended the session.

International Business Machines Corp. Vice President Chris Padilla told Mr. Wang that unless the trade fight ended, his company would have to consider shifting its purchases elsewhere, according to the people who attended. Once that started, it would be tough to move it back.

IBM and Intel declined to comment.

‘We are under no pressure to make a deal’
In Beijing, the government settled in for a long battle. China’s economy was slowing, which had the potential to stir resentment against one-party rule and weaken the government’s negotiating position with the U.S.

Mr. Xi resisted making changes the U.S. demanded, including reducing subsides to state firms and scaling back state-led industrial policy. He traveled to the northeast, China’s Rust Belt, to call on the nation to become more self-reliant.

Chinese leaders made an effort to divide U.S. allies over the trade issues, and met this year in Beijing with the leaders of the European Union, France, Germany and Japan. The U.S., EU and Japan, however, have been meeting to see whether they can build common positions against Chinese subsidies and technology transfer, and to press those issues at the WTO.

In late August, the U.S. held hearings on its plan to impose tariffs of as much as 25% on $200 billion of Chinese goods, one of the last steps before imposing the duties. Beijing pledged to match U.S. tariffs, but couldn’t equal that total. China imported $130 billion in goods from the U.S., and needed U.S. semiconductors and software.

Chinese leaders again decided to seek a settlement. Encouraged by Blackstone’s Mr. Schwarzman, they requested a meeting with Mr. Mnuchin, offering to send Mr. Liu—once again—to Washington.

As part of the diplomatic minuet of arranging such sessions, the Chinese side wanted to be invited. In an Oval Office session in September, Mr. Trump dictated to the Treasury secretary how such a letter should read.

Shortly before midnight on Sept. 12, the Journal reported the U.S. had invited Mr. Liu. A few hours later, China’s foreign ministry confirmed the invite.

The report infuriated the president, his aides say, because it appeared he was asking for the meeting, and was weak. At 7:15 the next morning, Mr. Trump tweeted: “The Wall Street Journal has it wrong, we are under no pressure to make a deal with China.”
Plans for the meeting started unraveling, officials from both countries say. “I don’t really care” whether the Chinese come, Mr. Trump said in meetings with his trade advisers.

Mr. Trump said in the interview he disagreed with Mr. Mnuchin on the prospects for a settlement. The Chinese “were not ready to make a deal,” he said.

He did accept a proposal by Mr. Mnuchin to limit new tariffs to 10% through the end of the year, before jumping to 25%, the rate the U.S. had already imposed on other goods. That would limit the impact on U.S. retailers before Christmas, Mr. Mnuchin argued, and would set a new deadline that could prompt fresh talks.

On Sept. 17, a week before Mr. Liu was scheduled to arrive in Washington, the White House announced the tariffs. That surprised the Chinese, who had thought Washington would delay the decision until after the talks.

On Sept. 21, Mr. Xi held his emergency Politburo session and canceled Mr. Liu’s trip. When the U.S. put new tariffs in place three days later, China responded with new tariffs of its own.

On to Buenos Aires
China’s leaders wanted to see what happened in the U.S. midterm elections. If President Trump’s party took a drubbing, they figured, perhaps he would soften his positions on China. When Republicans held on to their Senate majority, however, Mr. Trump declared victory.
As Messrs. Trump and Xi prepare to meet in Buenos Aires on Saturday, officials from both countries are examining the possibility of delaying higher U.S. tariffs until the spring, and launching new talks about Chinese economic policy. Mr. Trump had said Monday that it is “highly unlikely” he will hold off on tariffs.

Beijing this month sent U.S. officials an outline of economic-policy changes it might consider. The offer repeats many existing pledges, such as removing caps on foreign investments in autos and financial services, officials on both sides say.

Mr. Trump’s team is pressing for more details and deeper changes.

Looking for clues about what the White House is up to, Chinese officials pored over an October speech by Vice President Mike Pence in which he accused China of offenses ranging from abusing its economic power to militarizing the South China Sea. They debated whether the speech represents a broader U.S. strategy to contain China’s rise or is a negotiating tactic aimed at further pressuring Beijing.

The Chinese still aren’t sure which Trump will show up when the two leaders get together—the leader who surprised China with his determination to see tariffs through, or the deal maker Chinese leaders thought they knew.

FT : Unilever enters exclusive talks to buy Horlicks unit from GSK

Unilever enters exclusive talks to buy Horlicks unit from GSK
Anglo-Dutch consumer company beats out rival bid from Nestlé for $4bn nutrition business

GlaxoSmithKline has entered into exclusive negotiations to sell its nutrition business to Unilever, ending a multi-month auction process for the $4bn unit that includes the prized Horlicks malted drink brand popular in India.

The Anglo-Dutch consumer company beat out a rival bid from Swiss food and beverages group Nestlé, which was looking to build on its market-leading position in the powdered hot drinks category in which it already sells Milo and Nesquik, people familiar with the sale process said.

Coca-Cola was also shortlisted to join the final round of the auction for the business which began in September but its interest cooled, one person added.

Unilever’s offer price could not be determined but GSK’s Indian business is listed on the Bombay Stock Exchange, with a market value of $4.2bn. That would mean GSK’s 72.5 per cent stake in the business is worth roughly $3bn without a takeover premium. The deal is also expected to include GSK’s Bangladesh-listed business.

If the deal is finalised, Unilever would strengthen its position in India, its most important emerging market.

Unilever’s recent acquisitions have been aimed at beefing up its home and personal care division, and not as much on food and beverage, but this does not preclude a medium-sized acquisition in food in a key emerging market, wrote Bernstein Research’s Andrew Wood in a note published in October.

GSK declined to comment. Unilever could not immediately be reached for comment.

Marketed in Asia as a nutritious boost to children’s’ diets, the Horlicks product line fits the bill for global consumer goods companies hunting for assets that will satisfy demand for healthy and convenient foods.

With more than 90 per cent of its sales coming from India, analysts said, the asset is a rare chance to acquire a fast-growing product in an emerging market where consumers’ diets are changing as per capita income grows. The Indian market is only one-fifth the size of China’s despite having a population nearly as big, suggesting great potential.

GSK is selling the business because its priorities have shifted under Emma Walmsley, chief executive. A trigger for GSK’s decision to sell was its $13bn acquisition of Novartis’s stake in the companies’ consumer health joint venture after the Swiss drugmaker decided to exit.

The vast majority of Horlicks sales come through the company’s Indian subsidiary, GlaxoSmithKline Consumer Healthcare. Sales of the nutrition products were about £550m in 2017.

GSK sold its Horlicks franchise in the UK last year but the product continues to hold a special place in Indian life, where it is viewed as a nutritional supplement beneficial to children, far removed from its image in the UK as a soporific bedtime drink largely consumed by older people. It has about a 44 per cent share of India’s malt-based, nutritional drink market.

>>> U Close Dow +0.44% S&P +0.33% Nasdaq +0.01% Russell -0.87%

Closing Market Summary: Broader Market Brushes Off Tariff Reminder

The S&P 500 recouped losses to finish with a gain of 0.3% in a volatile session on Tuesday. The stock market was able to shrug off early angst caused by President Donald Trump reiterating his hard-nosed tariff stance. President Trump's comments struck concerns that his G-20 meeting with President Xi Jinping at the end of the week might not meaningfully ease trade tensions between the two countries.

Meanwhile, the Dow Jones Industrial Average gained 0.4%, the Nasdaq Composite finished flat, and the Russell 2000 underperformed with a loss of 0.9%.

Specifically, President Trump said in a Wall Street Journal interview that it is "highly unlikely" he will refrain from raising a 10% tariff on $200 billion of Chinese goods to 25%, effective January 1. He added, too, that if China and the U.S. don't make a deal he will move ahead with a plan to place a tariff of 10% or 25% on an additional $267 billion of imported Chinese goods, which would possibly include iPhones and laptop computers.

White House economic advisor Larry Kudlow followed up with his disappointment in China talks thus far and stated that talks between President Trump and President Xi will occur on Saturday evening. He added that President Trump will make up his mind on the $267 billion tariff tranche at the end of the meeting.

Subsequently, the trade-sensitive materials (-1.3%) and industrial (-0.2%) sectors underperformed the broader market. The energy group (-0.3%) also finished near the bottom of the sector standings.

Also contributing to the industrial sector's decline was United Tech (UTX 122.68, -5.30, -4.1%) after the company announced its intention to split into three independent companies. Investors seemed bothered by the cost associated with dividing the company, which will include the spin-off of the Otis and Carrier businesses. The decision came after United Tech acquired Rockwell Collins earlier this month.

Apple (AAPL 174.24, -0.38, -0.2%) never traded in positive territory after the President's comments reminded investors that tariffs remain a headwind for the company. Microsoft (MSFT 107.14, +0.67, +0.6%) helped lift the heavily-weighted information technology sector (+0.2%), and chip stocks also rose, with the Philadelphia Semiconductor Index tacking on 0.2%.

On the other hand, the stock market assumed a defensive tone on Tuesday with the defensive-oriented health care (+1.0%), utilities (+0.9%), and consumer staples (+0.9%) sectors finishing with strong gains. The real estate (+0.6%) and communication services (+0.6%) sectors also had solid showings.

Separately, General Motors (GM 36.69, -0.96) fell 2.6% after President Trump tweeted he is disappointed in GM and is looking to cut all of its subsidies. Mr. Trump's frustration stemmed from GM's decision to close plants in Ohio, Michigan, and Maryland but not those in Mexico or China. The White House is hopeful that General Motors will make some adjustments and does not believe GM's job layoffs will impact the overall economy.

In the bond market, U.S. Treasuries finished on a modestly higher note with the belly of the curve showing relative strength. The 2-yr yield was unchanged at 2.83%, and the 10-yr yield decreased two basis points to 3.06%.

Overseas, European equities finished modestly lower on Tuesday with Germany's DAX (-0.4%) showing relative weakness. Elsewhere, Asian equity markets finished mixed with China's Shanghai Composite unchanged.

Reviewing Tuesday's economic data which included the Conference Board's Consumer Confidence Index for November, the Case-Shiller 20-city Index for September, and the FHFA Housing Price Index for September:

  • The Conference Board's Consumer Confidence Index dipped to 135.7 in November (consensus 135.5) from 137.9 in October, which was the highest reading since September 2000.
    • The key takeaway from the report is that consumer confidence remains at historically strong levels due in large part to positive views on the labor market.
  • The Case-Shiller 10-city Index for September increased 5.1%, lower than the prior unrevised 5.5% increase in August.
  • FHFA Housing Price Index for September increased 0.2%, lower than the revised 0.4% increase in August (from 0.3%).

Looking ahead, investors will receive several economic reports on Wednesday: the FOMC Minutes for November; New Home Sales for October; Q3 GDP - Second Estimate; Advanced Readings for International Trade in Goods, Retail Inventories, and Wholesale Inventories for October; and the weekly MBA Mortgage Applications Index.

  • Nasdaq Composite +2.6% YTD
  • S&P 500 +0.3% YTD
  • Dow Jones Industrial Average +0.1% YTD
  • Russell 2000 -2.8% YTD

Nikkei : Ex-Takeda chairman comes out against Shire purchase

Ex-Takeda chairman comes out against Shire purchase
$62bn megadeal faces shareholder votes next week

TOKYO -- A Takeda Pharmaceutical former chairman credited with the company's rapid growth has expressed his opposition to Takeda's $62 billion acquisition of Irish drugmaker Shire, breaking a long silence.

Mergers and acquisitions are necessary in the pharmaceutical industry, "but the Shire deal's risk is high," Kunio Takeda told Nikkei through a representative.

"After performing various analyses on my own and making a thorough assessment, I came to a conclusion that I cannot offer my support," he said. His comment came before the extraordinary Takeda shareholders meeting -- a crucial step for the Shire deal -- scheduled for Dec. 5.

Kunio Takeda, 78, held leadership positions with the company such as president and chairman from 1993 to 2009, overseeing a period of fast growth.

Sales doubled during his 16-year tenure and operating profit more than quadrupled thanks to blockbuster drugs like diabetes medication Actos and Blopress, which treats high blood pressure. He stepped down as chairman in 2009 and has not made a public comment on the company's operations since. "I will be the last Takeda at the top," Kunio Takeda said at one time as he withdrew from management. He is believed to have a stake of less than 1% in the company.

A shareholder group made up of retired Takeda veterans and other stakeholders is opposed to the acquisition as well. At the regular shareholders meeting in June, the group made a proposal to limit the board's powers for any purchase exceeding 1 trillion yen ($8.79 billion at current rates), receiving around 10% support.

At the Dec. 5 meeting, Takeda's plan to issue new shares as part of the $62 billion acquisition will be put to a vote. If more than two-thirds vote in favor, Takeda can begin the acquisition process since the deal already received approval from antitrust authorities in China, Japan and the U.S. Takeda said on Nov. 21 that the European Union has also given the green light.

Institutional investors represent the majority of Takeda's shareholders at roughly 66%, with 31% from Japan and the other 35% from overseas. The Takeda founding family's shareholdings are thought to total only a few percentage points.

Proxy advisory companies Institutional Shareholder Services and Glass, Lewis & Co. have backed the Shire buy.