“Not Squaring With Common Sense”: Romney Stayed Longer At Bain Beyond The Date He Said He Ceded Control
Government documents filed by Mitt Romney and Bain Capital say Romney remained chief executive and chairman of the firm three years beyond the date he said he ceded control, even creating five new investment partnerships during that time.
Romney has said he left Bain in 1999 to lead the winter Olympics in Salt Lake City, ending his role in the company. But public Securities and Exchange Commission documents filed later by Bain Capital state he remained the firm’s “sole stockholder, chairman of the board, chief executive officer, and president.”
Also, a Massachusetts financial disclosure form Romney filed in 2003 states that he still owned 100 percent of Bain Capital in 2002. And Romney’s state financial disclosure forms indicate he earned at least $100,000 as a Bain “executive” in 2001 and 2002, separate from investment earnings.
The timing of Romney’s departure from Bain is a key point of contention because he has said his resignation in February 1999 meant he was not responsible for Bain Capital companies that went bankrupt or laid off workers after that date.
Contradictions concerning the length of Romney’s tenure at Bain Capital add to the uncertainty and questions about his finances. Bain is the primary source of Romney’s wealth, which is estimated to be more than $25o million. But how his wealth has been invested, especially in a variety of Bain partnerships and other investment vehicles, remains difficult to decipher because of a lack of transparency.
The Obama campaign and other Democrats have raised questions about his unwillingness to release tax returns filed before 2010; his offshore assets, which include investment entities based in Bermuda and the Cayman Islands and a recently closed bank account in Switzerland; and a set of “blind trusts” that meet the Massachusetts standards for public officials but not the more rigorous bar set by the federal government.
Romney did not finalize a severance agreement with Bain until 2002, a 10-year deal with undisclosed terms that was retroactive to 1999. It expired in 2009.
Bain Capital and the campaign for the presumptive GOP nominee have suggested the SEC filings that show Romney as the man in charge during those additional three years have little meaning, and are the result of legal technicalities. The campaign declined to comment on the record. It pointed to a footnote in Romney’s most recent financial disclosure form, filed June 1 as a presidential candidate.
“Since February 11, 1999, Mr. Romney has not had any active role with any Bain Capital entity and has not been involved in the operations of any Bain Capital entity in any way,’’ according to the footnote. Romney made the same assertion on a financial disclosure form in 2007, during his first run for president.
Evidence emerged last week in a report by Mother Jones that Romney had maintained an ongoing leadership role at Bain beyond February 1999. Citing SEC documents, the magazine said Romney had control of Bain Capital’s shares in Stericycle, a medical waste company, in November 1999. Talking Points Memo reported this week on additional SEC filings listing Romney’s position with Bain in July 2000 and February 2001.
According to a statement issued by Bain Wednesday, “Mitt Romney retired from Bain Capital in February 1999. He has had no involvement in the management or investment activities of Bain Capital, or with any of its portfolio companies, since that time.”
A former SEC commissioner told the Globe that the SEC documents listing Romney as Bain’s chief executive between 1999 and 2002 cannot be dismissed so easily.
“You can’t say statements filed with the SEC are meaningless. This is a fact in an SEC filing,” said Roberta S. Karmel, now a professor at Brooklyn Law School.
“It doesn’t make a whole lot of sense to say he was technically in charge on paper but he had nothing to do with Bain’s operations,” Karmel continued. “Was he getting paid? He’s the sole stockholder. Are you telling me he owned the company but had no say in its investments?”
The Globe found nine SEC filings submitted by four different business entities after February 1999 that describe Romney as Bain Capital’s boss; some show him with managerial control over five Bain Capital entities that were formed in January 2002, according to records in Delaware, where they were incorporated.
A Romney campaign official, who requested anonymity to discuss the SEC filings, acknowledged that they “do not square with common sense.” But SEC regulations are complicated and quirky, the official argued, and Romney’s signature on some documents after his exit does not indicate active involvement in the firm.
A spokesman for the SEC said the commission could not comment on individual company filings or address the meaning of Romney’s name and title on the documents.
Karmel, the former SEC commissioner, said the contradictory statements could have legal implications in some instances.
“If someone invested with Bain Capital because they believed Mitt Romney was a great fund manager, and it turns out he wasn’t really doing anything, that could be considered a misrepresentation to the investor,’’ she said. “It’s a theory that could be used in a lawsuit against him.”
Romney first deployed the defense that he left the firm in February 1999 as a candidate for governor in 2002, when Democrat Shannon O’Brien featured a laid-off worker from a Kansas City steel mill that went bankrupt in 2001, after Bain Capital had reaped a handsome profit from its investment in the company. “Romney has taken responsibility for making the initial investment but has said he could not be blamed for management decisions at the company,” the Globe reported at the time.
Romney’s exit from Bain Capital also served as a ready-made rebuttal when in May President Obama’s reelection campaign began its public scrutiny of Romney’s business record with an ad focusing on former laborers at the same mill, GST Steel. But the SEC filings examined by the Globe indicate Romney remained at the helm of Bain Capital when the steel mill declared bankruptcy, in February 2001.
And financial disclosure documents Romney filed in Massachusetts show that he was paid as a Bain Capital executive while he directed the Olympics.
When he was named chief executive of the Salt Lake Organizing Committee on Feb. 11, 1999, Romney declared that he would not accept the job’s $285,000 annual salary until the Games were over and he had proven his turnaround worth.
Romney continued to draw a six-figure salary from Bain Capital, according to State Ethics Commission forms.
In Romney’s 2002 race for governor, he testified before the state Ballot Law Commission that his separation from Bain in 1999 had been a “leave of absence” and not a final departure.
By: Callum Borchers and Christopher Rowland, The Boston Globe, July 12, 2012
“Something Smells”: About That Fishy Romney Individual Retirement Account
haven’t been much of a fan of the personalized Romney-bashing this campaign season. I avoid the rudely juvenile moniker “Willard.” I thought the whole “Corporations are people” supposed-gaffe was a stupid nothing. I find thinly-veiled attacks on Romney’s LDS heritage to be idiotic and reprehensible. I don’t know enough about Romney’s conduct at Bain to intelligently praise or criticize his managerial performance there.
If you are going to mount a direct personal criticism of a candidate, you should know what you’re talking about. You should say it straight without smarminess or insinuation. And you should put your name to it.
I’ll put my name to one issue. Governor Romney has–in practical, though quite possibly not legal terms–evaded paying his proper taxes. Of course, as a matter of broad policy, he’s taken advantage of loopholes to pay way too little. He and his Bain colleagues are exhibits A, B, and C in the case to tighten the carried interest thing and related provisions. His roughly-14 percent tax rate is galling. Yet the particulars of this suff go further, too.
I’ve presumed all along that whatever he did was legal and standard fare for the uber-wealthy. Now I’m rwondering. He’s been weirdly and unacceptably secretive about these matters. He hasn’t released the full history of his returns. His stance is doubly weird when one considers how strange it is for a major presidential contender to hold complicated offshore bank accounts in Switzerland or the Caymen Islands at all.
Then there’s that fishy IRA, which has a reported rough valuation of between 20 million and 100 million dollars. Given the $30,000 (or lower) annual contribution limits for an IRA, It strains credulity to believe that properly-valued securities of the legally-permitted value would swell by a factor of 1,000, as such securities apparently did.
It seems patently obvious that whatever securities Romney and his Bain colleagues initially contributed were under-valued for strategic tax purposes. The convoluted details of Bain’s divided classes of IRA securities hardly assuage my concerns. That wasn’t ethical or right. I’m not so sure it was legal, either.
By: Harold Pollack, Ten Mile Square, The Washington Monthly, July 9, 2012
“Mitt’s Gray Areas”: We Can Only Assume He’s Hiding Something Seriously Damaging
Once upon a time a rich man named Romney ran for president. He could claim, with considerable justice, that his wealth was well-earned, that he had in fact done a lot to create good jobs for American workers. Nonetheless, the public understandably wanted to know both how he had grown so rich and what he had done with his wealth; he obliged by releasing extensive information about his financial history.
But that was 44 years ago. And the contrast between George Romney and his son Mitt — a contrast both in their business careers and in their willingness to come clean about their financial affairs — dramatically illustrates how America has changed.
Right now there’s a lot of buzz about an investigative report in the magazine Vanity Fair highlighting the “gray areas” in the younger Romney’s finances. More about that in a minute. First, however, let’s talk about what it meant to get rich in George Romney’s America, and how it compares with the situation today.
What did George Romney do for a living? The answer was straightforward: he ran an auto company, American Motors. And he ran it very well indeed: at a time when the Big Three were still fixated on big cars and ignoring the rising tide of imports, Romney shifted to a highly successful focus on compacts that restored the company’s fortunes, not to mention that it saved the jobs of many American workers.
It also made him personally rich. We know this because during his run for president, he released not one, not two, but 12 years’ worth of tax returns, explaining that any one year might just be a fluke. From those returns we learn that in his best year, 1960, he made more than $660,000 — the equivalent, adjusted for inflation, of around $5 million today.
Those returns also reveal that he paid a lot of taxes — 36 percent of his income in 1960, 37 percent over the whole period. This was in part because, as one report at the time put it, he “seldom took advantage of loopholes to escape his tax obligations.” But it was also because taxes on the rich were much higher in the ’50s and ’60s than they are now. In fact, once you include the indirect effects of taxes on corporate profits, taxes on the very rich were about twice current levels.
Now fast-forward to Romney the Younger, who made even more money during his business career at Bain Capital. Unlike his father, however, Mr. Romney didn’t get rich by producing things people wanted to buy; he made his fortune through financial engineering that seems in many cases to have left workers worse off, and in some cases driven companies into bankruptcy.
And there’s another contrast: George Romney was open and forthcoming about what he did with his wealth, but Mitt Romney has largely kept his finances secret. He did, grudgingly, release one year’s tax return plus an estimate for the next year, showing that he paid a startlingly low tax rate. But as the Vanity Fair report points out, we’re still very much in the dark about his investments, some of which seem very mysterious.
Put it this way: Has there ever before been a major presidential candidate who had a multimillion-dollar Swiss bank account, plus tens of millions invested in the Cayman Islands, famed as a tax haven?
And then there’s his Individual Retirement Account. I.R.A.’s are supposed to be a tax-advantaged vehicle for middle-class savers, with annual contributions limited to a few thousand dollars a year. Yet somehow Mr. Romney ended up with an account worth between $20 million and $101 million.
There are legitimate ways that could have happened, just as there are potentially legitimate reasons for parking large sums of money in overseas tax havens. But we don’t know which if any of those legitimate reasons apply in Mr. Romney’s case — because he has refused to release any details about his finances. This refusal to come clean suggests that he and his advisers believe that voters would be less likely to support him if they knew the truth about his investments.
And that is precisely why voters have a right to know that truth. Elections are, after all, in part about the perceived character of the candidates — and what a man does with his money is surely a major clue to his character.
One more thing: To the extent that Mr. Romney has a coherent policy agenda, it involves cutting tax rates on the very rich — which are already, as I said, down by about half since his father’s time. Surely a man advocating such policies has a special obligation to level with voters about the extent to which he would personally benefit from the policies he advocates.
Yet obviously that’s something Mr. Romney doesn’t want to do. And unless he does reveal the truth about his investments, we can only assume that he’s hiding something seriously damaging.
By: Paul Krugman, Op-Ed Columnist, The New York Times, July 8, 2012
“Under The Big Spotlight”: Mitt Romney’s Primary Season Demons Return
It’s still safe to say that, compared to the other Republicans who sought their party’s presidential nomination, Mitt Romney was the GOP’s best option. But there were warning signs during the primary season that he’d be far from an ideal challenger to President Obama, and the potential impact of his deficiencies is becoming clearer.
First, there’s the matter of Bain Capital, the private equity firm Romney once ran. Because the economy figured to dominate the campaign, Romney set out to run on his business experience this time around, not his gubernatorial record. Early this year, Newt Gingrich had some success turning this emphasis around on Romney, stirring up resentment among blue collar Republican voters in South Carolina over Bain’s history of profiting while shutting down businesses and laying off workers.
Gingrich never really had a chance, but there was reason to suspect his formula would be useful for Democrats in the general election. And sure enough, after a few months of heavy Bain-focused attack advertising by an Obama-friendly super PAC, Romney’s image and standing in battleground states seems to have eroded. Whether the damage will be lasting is another question, but clearly playing the Bain card has at least the potential to steer swing voters away from the GOP candidate this November.
Then there’s healthcare, the issue that Rick Santorum once warned made Romney “the worst Republican in the country to put up against Barack Obama.” The problem for Romney is obvious: He championed a healthcare reform law in Massachusetts that helped position him for the 2008 White House race, then watched it become poison in the Republican Party when Obama adopted it as the blueprint from his national law.
So when the Supreme Court upheld the ACA two weeks ago, Romney’s instinct was not to join his fellow Republicans in denouncing the individual mandate as a tax. To do so would be to admit that his Massachusetts mandate had also been a tax. But this didn’t sit well with Republicans, forcing Romney to change his tune and invent a justification for claiming his mandate was somehow different than Obama’s.
Will the circumstances of Romney’s early July flip-flop end up mattering in November? Probably not. But the episode underscored how uncomfortable healthcare can be for Romney if he’s pressed on it – as he probably will be by Obama when they debate this fall. John Kerry’s experience running against George W. Bush comes to mind here. For all of the criticisms Kerry leveled against Bush over his conduct of the Iraq war, Bush was always able to point out that Kerry himself had voted for the war. In the same way, any time Romney rails against the ACA, Obama will be able to reply, “Gee, Mitt, where do you think I got the idea?”
And there’s also Romney’s top-1-percent image, which was accentuated during the primary season by a series of “wealth gaffes” by the candidate and revelations about his personal finances – particularly his use of Swiss bank accounts and offshore accounts. Again, this wasn’t enough to sink him against his comical primary season opposition, but it raised the possibility that Romney would be a poor match for a post–Wall Street meltdown general election – a man whose upbringing, professional history, personal lifestyle and general bearing all mark him as a member of the super-affluent elite. Obama and his fellow Democrats argue that the GOP treats the top one percent as a protected class, so in nominating Romney they are playing to type.
It’s not surprising, then, that Democrats have spent the last week playing up the pictures that emerged from Romney’s holiday retreat at his opulent lakefront home in New Hampshire, especially those featuring the candidate on his jet ski. And with the offshore accounts back in the news thanks to reports from Vanity Fair and the Associated Press, it was inevitable that Democrats would now make them a centerpiece of their anti-Romney talking points.
Romney’s goal is to be a generic opposition party candidate – to avoid controversy and policy details and to function as the protest vehicle for economically frustrated swing voters who are eager to vote Obama out. It’s not a bad game plan, given the state of the economy, and Romney certainly comes much closer to being generic than Santorum, Gingrich or any of the others who vied with him for the GOP nomination. But he has vulnerabilities that could ultimately keep a critical chunk of swing voters from checking his name off, and those vulnerabilities are beginning to come into focus.
By: Steve Kornacki, Salon, July 9, 2012
“Off And Out With Mitt Romney”: A Willing Participant In The Destruction Of The Middle Class
In a better America, Mitt Romney would be running for president on the strength of his major achievement as governor of Massachusetts: a health reform that was identical in all important respects to the health reform enacted by President Obama. By the way, the Massachusetts reform is working pretty well and has overwhelming popular support.
In reality, however, Mr. Romney is doing no such thing, bitterly denouncing the Supreme Court for upholding the constitutionality of his own health care plan. His case for becoming president relies, instead, on his claim that, having been a successful businessman, he knows how to create jobs.
This, in turn, means that however much the Romney campaign may wish otherwise, the nature of that business career is fair game. How did Mr. Romney make all that money? Was it in ways suggesting that what was good for Bain Capital, the private equity firm that made him rich, would also be good for America?
And the answer is no.
The truth is that even if Mr. Romney had been a classic captain of industry, a present-day Andrew Carnegie, his career wouldn’t have prepared him to manage the economy. A country is not a company (despite globalization, America still sells 86 percent of what it makes to itself), and the tools of macroeconomic policy — interest rates, tax rates, spending programs — have no counterparts on a corporate organization chart. Did I mention that Herbert Hoover actually was a great businessman in the classic mold?
In any case, however, Mr. Romney wasn’t that kind of businessman. Bain didn’t build businesses; it bought and sold them. Sometimes its takeovers led to new hiring; often they led to layoffs, wage cuts and lost benefits. On some occasions, Bain made a profit even as its takeover target was driven out of business. None of this sounds like the kind of record that should reassure American workers looking for an economic savior.
And then there’s the business about outsourcing.
Two weeks ago, The Washington Post reported that Bain had invested in companies whose specialty was helping other companies move jobs overseas. The Romney campaign went ballistic, demanding — unsuccessfully — that The Post retract the report on the basis of an unconvincing “fact sheet” consisting largely of executive testimonials.
What was more interesting was the campaign’s insistence that The Post had misled readers by failing to distinguish between “offshoring” — moving jobs abroad — and “outsourcing,” which simply means having an external contractor perform services that could have been performed in-house.
Now, if the Romney campaign really believed in its own alleged free-market principles, it would have defended the right of corporations to do whatever maximizes their profits, even if that means shipping jobs overseas. Instead, however, the campaign effectively conceded that offshoring is bad but insisted that outsourcing is O.K. as long as the contractor is another American firm.
That is, however, a very dubious assertion.
Consider one of Mr. Romney’s most famous remarks: “Corporations are people, my friend.” When the audience jeered, he elaborated: “Everything corporations earn ultimately goes to people. Where do you think it goes? Whose pockets? Whose pockets? People’s pockets.” This is undoubtedly true, once you take into account the pockets of, say, partners at Bain Capital (who, I hasten to add, are, indeed, people). But one of the main points of outsourcing is to ensure that as little as possible of what corporations earn goes into the pockets of the people who actually work for those corporations.
Why, for example, do many large companies now outsource cleaning and security to outside contractors? Surely the answer is, in large part, that outside contractors can hire cheap labor that isn’t represented by the union and can’t participate in the company health and retirement plans. And, sure enough, recent academic research finds that outsourced janitors and guards receive substantially lower wages and worse benefits than their in-house counterparts.
Just to be clear, outsourcing is only one source of the huge disconnect between a tiny elite and ordinary American workers, a disconnect that has been growing for more than 30 years. And Bain, in turn, was only one player in the growth of outsourcing. So Mitt Romney didn’t personally, single-handedly, destroy the middle-class society we used to have. He was, however, an enthusiastic and very well remunerated participant in the process of destruction; if Bain got involved with your company, one way or another, the odds were pretty good that even if your job survived you ended up with lower pay and diminished benefits.
In short, what was good for Bain Capital definitely wasn’t good for America. And, as I said at the beginning, the Obama campaign has every right to point that out.
By: Paul Krugman, Op-Ed Columnist, The New York Times, July 5, 2012
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