On a media conference call about the Globe story, Stephanie Cutter, Obamas deputy campaign manager, said the story proves that Romney had full control of Bain during this time and therefore directly responsible for decisions made at companies in which Bain invested. Either Mitt Romney, through his own words and his own signature, was misrepresenting his position at Bain to the SEC, which is a felony. Or he was misrepresenting his position at Bain to the American people to avoid responsibility for some of the consequences of his investments, Cutter said.
But we see little new in any of these SEC filings, and a University of Pennsylvania Law School professor we spoke to sees no basis for the Obama campaigns claim that Romney committed a felony.
None of the SEC filings show that Romney was anything but a passive, absentee owner during that time, as both Romney and Bain have long said. It should not surprise anyone that Romney retained certain titles while he was working out the final disposition of his ownership, for example. We see nothing to contradict the statement that a Bain spokesman issued in response to the Globe article:
Bain Capital, July 12: Due to the sudden nature of Mr. Romneys departure, he remained the sole stockholder for a time while formal ownership was being documented and transferred to the group of partners who took over management of the firm in 1999. Accordingly, Mr. Romney was reported in various capacities on SEC filings during this period.
Jill E. Fisch, a professor at the University of Pennsylvania Law School and co-director of the Institute for Law and Economics, said Romney would not have committed a felony by listing himself as managing director even if he now claims he had no role in running the company after February 1999. There is no legal obligation to describe how active one is in the day-to-day management of the company, she said. And just because he held title of managing director doesnt necessarily mean that hes responsible for decisions like layoffs or outsourcing.