The Bain Of This Campaign, Ctd

Andrew Sullivan —  Jul 12 2012 @ 2:48pm

The more I learn the more it seems to me that the Globe story (which was not a scoop as such and relied on TPM and others) could be a turning point in the campaign. And I’m learning from Dish readers as usual. One writes:

You asked: “But if you are still technically the owner, do you not have responsibility for the decisions of your own company?” Short answer: Yes. As CEO and Chairman, you have a fiduciary duty that you owe to the firm. You are, legally, responsible (at least in part) for the decisions of your own company. If anything goes wrong, and the company is sued, or charged with criminal behavior, you’re on the hook, one way or another: either you were ultimately responsible for the decisions made, or you violated your fiduciary duty by ignoring your responsibilities and allowing bad (or illegal) things to happen.

To look at it another way, what kind of company makes a change at the highest level of corporate governance (and it doesn’t get any higher than CEO and Chairman) and takes over three years to actually appoint replacements? That would be such an astonishing lapse in good corporate governance practices that I’d almost rather believe Romney was just lying when he said he turned over control in 1999 (of course, since he certified that in separate filings, he’d be on the hook for a felony if that’s the case).

Seriously, this guy’s entire campaign is premised on the idea that he “knows how business works,” and his company doesn’t even bother replacing him as CEO and Chairman for three years after he effectively steps down? That sure isn’t how business is supposed to work. One of the main points of SEC filings is that you’re supposed to be able to glance at them and know who the hell is running the company. Who are its corporate officers? Who is on the board? Apparently, Mr. Romney would have us believe that if you were relying on Bain’s filings for 2000 through 2002, you wouldn’t have been able to glean that information, because he had passed his responsibilities on to “other partners.” (In case you’re wondering, yes, I actually am an attorney.)

For me, there are two questions: 1. Did Romney mislead the SEC in those documents or is he misleading us now? Either way, he is guilty of either a felony or a whopper. 2. What was he paid $100,000 a year for? So far, no answer to either of these simple questions from Boston. The lack of a salient, immediate response is what strikes me. Maybe it will come. But this is seriously bad news for the GOP.