NTT v Goodall: Former CEO admits breach of fiduciary duty and pays US$12.5 million

10/11/26

The former CEO of a global technology company has admitted a serious breach of fiduciary duty, following an investigation into a secret financial interest he took in a commercial property deal in South Africa.

Between 2019 and 2021 Mr Jason Goodall was the Global CEO of NTT Limited, a multinational telecommunications and IT services company owned by the Nippon Telegraph and Telephone Corporation. In that role, Mr Goodall approved the sale of a landmark Johannesburg property known as the ‘Campus’, which served as the headquarters of NTT’s operations in the Middle East and Africa.

On its face, the sale of the property was to a fund owned and managed by a black woman. Such a sale would qualify under South Africa’s ‘BEE’ (Broad-Based Black Economic Empowerment) policy, which requires major companies to transact with black-owned businesses in order to redress economic inequalities and increase the economic participation of black South Africans.

Following a whistleblowing report, it came to light that 99% of the beneficial ownership of the Campus was in fact in the hands of a group of white senior executives of the NTT Group, including Mr Goodall, despite their involvement on the sell-side of the same transaction.

The claims against Mr Goodall were brought in London pursuant to an arbitration agreement in his employment contract. It was alleged that, via the BEE fund structure, Mr Goodall concealed his identity from NTT (and that of the other executives) as the ultimate purchasers of the Campus. NTT sought to recover the substantial severance payment that Mr Goodall received when he stepped down as CEO. There are ongoing proceedings against the other executives in South Africa.

On the eve of the arbitration, and following the exchange of written opening submissions, Mr Goodall reached a settlement with NTT, under which he agreed to pay back US$12.5 million to the company. Mr Goodall also made a public statement in which he accepted that he had committed serious breaches of duty.

Mr Goodall’s full statement is set out below:

“In 2019 and 2020 I was Chief Executive Officer of the Dimension Data group and then of NTT Limited (together, NTT). I admit that I participated on the purchaser’s side of the sale of NTT’s Johannesburg Campus in 2019. I did this secretly, while I also advised NTT on the seller’s side. I participated on both sides of the transaction, together with Jeremy Ord, Steven Nathan, Saki Missaikos and Grant Bodley. At the time we all held senior positions in NTT and did not disclose our participation to NTT as we ought to have done and I accept we were obliged to do. Nor did I disclose their participation to NTT when it was my duty to do so. Our undisclosed interests were held through nominees in a structure designed to keep our names hidden. Our participation and non-disclosure was a very serious breach of fiduciary duty and misled NTT. It was not excused by any potential management buyout, which we knew would be a separate transaction. We continued successfully to hide our participation until it was discovered following a whistleblower report made in May 2021. I deeply regret my conduct and the harm it has caused NTT. I apologise unreservedly to NTT and all its employees. In settlement, I have agreed to pay NTT approximately R208.6 million (US$12.5 million).”

Mr Goodall’s admission has attracted widespread press coverage in South Africa, including here, here and here.