Romneyland responds: 'This is nothing more than a quirk in the law'
by Jed Lewison
Mitt Romney's campaign responds to The Boston Globe's report that three years after Romney claims he left Bain Capital, the firm was still identifying Romney as its sole owner and top corporate officer:
So on the one hand Mitt Romney's campaign says Mitt Romney had nothing to do with Bain Capital whatsoever after February of 1999 ... and on the other hand his company continued to say that he was the sole owner and top corporate officer as late as 2002 and Romney himself signed key documents during that three year span. And the Romney campaign's explanation for this is that it's all just "a quirk in the law"?
I'm sorry, but that makes no sense. If Mitt Romney wasn't the top guy at Bain, then Bain shouldn't have listed him as the top guy. And if Romney was the top guy, then the campaign shouldn't have ever claimed he had completely separated himself from the firm in 1999. Obviously, we don't know if he was making day to day management decisions, but that isn't the point: the point is that unless Bain's SEC filings were false, Romney was Bain's top corporate officer, and the buck stopped with him. (Of course now, even though he continues to make $20 million a year from Bain, Romneyland pretends that he has no responsibility for anything the company ever does, unless they decide that it's something they want to take credit for.)
If this really were as simple as a quirk in the law, then why did Romney's campaign refuse to comment in the Globe's article? Clearly, it's because this isn't about "a quirk in the law." Compare what Romney spokeswoman Andrea Saul says...
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http://www.dailykos.com/story/2012/07/12/1109033/-Romneyland-responds-This-is-nothing-more-than-a-quirk-in-the-law
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It's clear that Romney owned 100% of the stock in Bain-something-or-othe VI, and that that part "VI" was the sole manager of Bain Investments, Inc. Bain Investments was a conglomerate of a number of pieces (hence the "VI"
and held an irrevocable power of attorney from PEP (Australian).
Some of the details and structure are laid out in documents included by reference; they're "exhibits" and weren't in the dump of the SEC filings made public on the Internet.
The stock, in the filings, had nominal value of $0.01 per share. So Bain Investments had nominal worth of around $1,300. Everything after that is investor money: Romney's or others. The SEC filing said nothing about how that was allocated or how investment decisions were made.
A Factcheck blurb pointed out that usually those investors who are active in managing a takeover are those shown on the take-over documents--something we agree with, in trying to say Romney was important in GTS Steel. After all, if there are 14 managing directors and Romney's 1/14 in every decision, his importance is 1/14--but for GTS he was one of a small number actually calling the shots and making the decisions on his own. (Then we say that what matters is the CEO, even if that's not actually the case for Bain, because it is the case for other corporate structures. We're blinded by our goals, and then revel in our blindness.)
Exactly what the terms of Romney's appointment as CEO was aren't clear. It's also unclear what his duties were, since he didn't sign the SEC filings. Nunnelly did.
But there are times when the federal filings aren't exactly accurate de facto, even if they are necessarily truthful de jure.
I was involved in one non-profit that had hefty revenues. I was on the Board, and at one point was chair. While chair, we fired the CEO. Or said we did. In fact, he was fired but if he challenged it it meant he was effectively just on administrative leave. He had a signed contract with all kinds of benefits and a decent salary: If he accepted the dismissal, he was gone; he challenged it so he was on leave. He had absolutely no operational control; he wasn't even allowed on the property after I confiscated his keys, revoked his passwords and access codes, and escorted him from the building. Yet he continued to be listed as "Director," with final authority over all decisions, because that was the law.. It wasn't until his contract ran out that we could remove his name from the reports we filed with the government: It didn't matter that he had no control. He was the Director until either the lawsuits cleared and the court declared his contract cancelled or until it ran out. That was a quirk in the law. Strictly speaking, if we'd been sued the plaintiff could have given us notice by serving the director on leave, and nobody actively involved in the organization would have a clue.
Until the entire mess is made public, all we have are claims as factual as Team Obama's declaring, based on hearsay, that Romney signed the SEC filings himself. Or the claim that every CEO must, per force, know every decision made in the organization. Nice rhetoric, if you can afford it.
Last edited Fri Jul 13, 2012, 09:46 AM - Edit history (3)
Presumably, he didn't get to put his signature on anything after you escorted him off the premises. And most important, if you needed to prove that he was CEO in name only, you had a copy of the severance agreement to wave around.
Romney claimed to have left Bain, period. If it really WAS an "administrative leave," WHY didn't he say so...because he was, in reality, FIRED???
rocktivity
