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.
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.”
Evidence emerged last week in reports by Mother Jones that Romney had maintained an ongoing leadership role at Bain beyond February 1999. Citing SEC documents, the magazine said Romney had played a role in Bain investments “until at least the end of 1999” and that a 2001 document listed him as a member of the “management committee” of Bain funds. Talking Points Memo reported this week on additional SEC filings listing Romney’s position with Bain in July 2000 and February 2001.
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.
Clarification: This story has been updated to note previous reporting by the publications Mother Jones and Talking Points Memo on Romney’s involvement with Bain.