A reader writes:
As a current corporate/securities lawyer, the import of this issue is immediately apparent to me. This stuff is pretty much my job all day – to make sure all of these SEC filings are correct. So I agree with you that it casts some serious doubt on Romney as a candidate. But I don't agree with your political analysis. I can't imagine this becoming a big issue for voters. SEC filing rules are incredibly complicated, and frankly to most people (including my wife every time I try to explain what I do) they seem a little silly even if/when they are properly and thoroughly explained.
Another expert weighs in:
It is rank sloppiness on the part of Bain not to have fixed this within three years (!), but unfortunately even with sophisticated enterprises this isn’t all that uncommon. I help manage dozens of subsidiaries for a big public company, and it is often hit or miss whether we are notified when an officer/director leaves his position and we need to replace him. Usually we catch these within a few months even if we aren’t notified, but sometimes it can be two or more years before we properly update the corporate records to reflect reality when someone leaves.
Now, the fact that Romney hasn’t released his tax returns, talks up his Bain experience as making him qualified to help fix the economy, and still collected $100,000 salary from Bain are probably going to create problems for him, but I think the talk of "felony!" and "liar!" are probably overblown here.
I am a lawyer who does some securities litigation. Some of the commentary from people who say this is "no big deal" sounds like corporate lawyers arguing technicalities to regulatory boards and policy wonks. Romney is running for President. If he wants to win (I hope he loses) he needs to know his audience. The average voter is more like a member of a jury than an SEC board member or securities lawyer. Here is the case that I would make against Romney on this issue, in a nutshell:
He was listed as President, CEO, and sole stockholder of Bain until 2002 on SEC filings that carry criminal penalties if they are false.
He doesn’t dispute that he owned the company, lock, stock and barrel.
During that time we know that he was paid at least $100,000 – an enormous sum to most jurors. You don’t get paid that kind of money for doing nothing.
We don’t know how much more he was paid because he won’t release his taxes.
Before he ran for Governor of Mass in 2002, he talked about how he attended board meetings for Staples and Marriott – two Bain Companies during that time period.
He is responsible, like all CEOs, for what Bain did through 2002.
He says it took three years to "change the name of the CEO"? Bain would target a company, swoop in, divert all the cash, pick the bones, fire the employees and be gone in less time than that.
His story is (insert synonym for bullshit)
Then, when opposing counsel wanted to argue Romney wasn’t paying attention to particular deals, that SEC document was for Bain LP, not Bain Capital, LLC, or whatever, I would just let him talk. All it does is make him look like more of a BS artist.