Glenn Kessler Didn’t USED to Treat SEC Filings as Boilerplate

As gobsmacked as I am that no one can seem to find the people running Bain Capital from 1999 to 2002, when Mitt Romney was officially listed as its CEO, Chairman, and President, I’m equally shocked by Glenn Kessler’s claims that SEC documents are not to be trusted.

Kessler’s scarequoted SEC documents

On Thursday, Kessler suggested SEC filings don’t mean what they say.

There appears to be some confusion about how partnerships are structured and managed, or what SEC documents mean. (Just because you are listed as an owner of shares does not mean you have a managerial role.)

Then on Friday, he mocked the journalistic convention that treated “SEC documents” (his scarequotes) as factual.

There is a journalistic convention that appears to place great weight on “SEC documents.” But these are public filings by companies, which usually means there are not great secrets hidden in them. The Fact Checker, in an earlier life covering Wall Street, spent many hours looking for jewels in SEC filings.


We had examined many SEC documents related to Romney and Bain in January, and concluded that much of the language saying Romney was “sole stockholder, chairman of the board, chief executive officer, and president” was boilerplate that did not reveal whether he was actually managing Bain at the time. (For instance, there is no standard definition of a “chief executive,” securities law experts say, and there is no requirement for anyone to have any responsibilities even if they have that title.)

Trillions of dollars are traded based on what these documents say, but a purportedly respectable journalist who used to cover Wall Street says they’re just boilerplate.

Only, he didn’t used to say that.

As Kessler reminds his readers, he used to cover finance. So to see how he, as a finance reporter, treated SEC documents, I thought I’d review what he wrote during precisely the period Mitt’s corporate whereabouts are in such dispute, 1999 to 2002. Kessler covered finance at the WaPo from the time he moved there in 1998 until about May 2, 2002, when he started covering foreign affairs. Thus, Kessler stopped covering finance just weeks after the time Mitt resigned from the boards of Marriott and Staples (presumably Mitt’s severance deal with Bain was around the same time).

SEC filings, more SEC filings, and no boilerplate

It was an interesting time to cover finance, too. In addition to a slew of articles engaged in one-side, other-side journalism citing experts warning that Bush’s tax cuts might bring back deficit spending but Pete Domenici and Ari Flesicher saying they wouldn’t so he couldn’t really be sure, Kessler covered growing awareness about tax havens, the end of the Dot-Com bubble, the AOL Time-Warner merger, and Enron. And in a number of those stories he treated earnings reports and other SEC documents as transparent truth.

Kessler pointed to corporate earnings reports for a January 29,1999 story predicting the economy would begin to slow.

Corporate earnings are closely watched on Wall Street because, in a world of dreams, deals and wild bets, earnings are real; they are the equivalent of batting averages for baseball addicts. Corporate earnings also provide hints on the general direction of the economy, which is why some analysts remain downbeat about the economy in the coming year despite the string of positive earnings reports. [my emphasis]

And he looked at them in very close detail.

Individual corporate earnings reports also turn up nuggets of how companies have boosted their profits. Compaq Computer Corp., the world’s number two computer maker, said Wednesday that fourth-quarter earnings rose a better-than-expected 2.2 percent. Profits rose to 43 cents a share, compared with 42 cents in the same period of 1997. But tax credits from Compaq’s purchase of Digital Equipment Corp. last year significantly cut the company’s tax rate, boosting net income about 5 cents a share.

In a January 13, 2000 story explaining different estimates for the value of the AOL Time-Warner deal, Kessler reveals the WaPo was the only paper to look beyond stock price in its calculations; it included Time-Warner’s debt, presumably gleaned from SEC documents.

A February 2, 2002 piece purporting to confirm that Enron had not dodged taxes focused closely on SEC documents (a Congressional Joint Committee on Taxation determined Enron had, in fact, dodged taxes from 1996-1999).

A close review of Enron’s financial statements and interviews with tax specialists and accountants indicate that Enron also paid federal taxes because of what is called the alternative minimum tax. That is a separate tax system designed to ensure that most companies pay some tax when they earn a profit, no matter how many tax reduction techniques they use.


Part of the problem in interpreting Enron’s tax payments is that a crucial detail appears only in a footnote to a footnote in the company’s annual report — and the language is vague. The footnoted item deals with the impact of the tax break for stock options. Accounting experts who examined the footnote disagreed on whether Enron’s reported figure of $112 million in 2000 taxes paid included the huge tax break for stock options exercised by employees. Citizens for Tax Justice believes it does not, which is why it calculates that Enron paid no taxes, an estimate that was first reported by the New York Times and widely publicized across the country.

But [Enron spokesperson Karen] Denne, after examining the issue at The Washington Post’s request, said the $112 million reported figure of federal taxes paid, on U.S. profits of $640 million, includes the deduction taken for stock options. The annual report says the company paid $29 million in federal taxes in 1999 after earning $357 million, and $30 million in 1998 on $197 million profit.

Several experts said the dispute may be moot because it appears clear that, no matter how much Enron reduced its regular tax liability through stock options or other techniques, the company still paid taxes under the alternative minimum tax, according to Enron financial data filed with the Securities and Exchange Commission.

A March 7, 2002 front page story introducing the Bush proposal that would become Sarbanes-Oxley, which described the disclosure problems at the heart of the Enron scandal, Kessler didn’t blame “boilerplate” for misleading SEC filings; rather, he blamed footnotes and dense language.

It would also direct the Securities and Exchange Commission to ensure that a company provides investors with a true picture of its value, without obscuring the details in footnotes and dense language.

Kessler suggests that the plain language claims–such as who was CEO, Chairman, and President–can be trusted. It’s just the footnotes that deserve closer attention.

Thus, even at the moment in history when SEC filings were under most scrutiny, Kessler still treated them as evidence of the truth.

Kessler has not only discovered boilerplate, he discovered anonymity

Looking at Kessler’s earlier finance stories also shows that he usually named the securities and tax experts he consulted. His bubble slow-down article cited Charles Hall (or Hill, which he uses once), Ezra Greenberg, and David Jones. His Enron tax story cited Robert Willens and the service Thomson Financial (though he appears to have spoken to a number of other tax experts). His Sarbox story cited Douglas Branson (he also cites an Administration official who might be Paul O’Neill anonymously).

That’s a practice Kessler seems to have lost, too.

While he attacks the BoGlo story for consulting a former SEC member, Roberta Karmel, who donates to Democrats…

The story seems to hinge on a quote from a former Securities and Exchange Commission member, which would have more credibility if the Globe had disclosed she was a regular contributor to Democrats.

He does not name the securities experts he relies on to dismiss one of the SEC documents listing Mitt as CEO and President of Bain Capital in 2000.

We consulted with securities law experts, with many years of experience with these forms. One expert examined this document at our request. He suspected that someone had simply duplicated a filing that had been made many times before, though he acknowledged, “it looks inartful in retrospect.”

If Kessler’s sources’ many years of experience were so impressive, don’t you think he might have named them? Unless, of course, he was committing the same journalistic failing he accused BoGlo of, picking partisan sources to tell the story he wanted?

What’s clear, however, is that this is not just a dispute between the BoGlo and today’s Kessler, but also a dispute between the practices he followed when he covered this stuff everyday and those he’s employing now.

I’m pretty sure Glenn Kessler, circa 2000, would be pulling out the Pinocchios on his future self.

40 replies
  1. emptywheel says:

    @Phil Perspective: I can’t decide whether 1) He’s just trying desperately not to retract his earlier pinnochios (the timing on his articles suggest he worked all night), 2) he’s in the bag for Mitt, or 3) WaPo’s in the bag for Mitt.

    Mind you, those are not mutually exclusive.

  2. Glenn Kessler says:

    I appreciate the fact that you studied my old articles so closely. But you are setting up a straw man. I did not say that SEC documents are insignificant; they are useful sources of information. My use of the phrase “boilerplate” was specifically referenced to the fact that calling Romney CEO did not shed light on whether he was MANAGING the firm at the time. That’s the critical question. The SEC documents do not help you find that out.

    As for sources, I tend not to quote people by name in my column unless it is a highly technical issue where a named source would be helpful. I also am conscious of political affiliations, and strive to disclose that to readers. That was my only point about the Globe’s source. It would have been better to quote a Republican being critical, or at least disclose her contribution record. For what it is worth, did quote someone on the record making the same point as my sources.

  3. earlofhuntingdon says:

    Indeed, SEC documents are not to be trusted if what one wants to learn are the operating and financial conditions – let alone the earned and unearned income of a CEO – of listed companies. Entire industries of lawyers, accountants, HR and business consultants and lobbyists exist to assist CEO’s and CFO’s in filing documents that sniff at the letter of the law, while ignoring its substance. But SEC documents are a place to start, and because legal accountability attaches to statements made therein, it is a place to build a prosecution, be it in print or the courts.

  4. joberly says:

    @emptywheel: EW & PhilPerspective: I think it is reason # 1 that EW gives, trying to avoid a retraction of his May report card. Kessler has another post out this afternoon (Saturday) attempting to answer his critics. He is talking past them, in my reading. He seems to think the issue still is his grading of the accuracy of the Obama advertisement from May. He has once again, for the second day in a row, cited his unnamed “securities law experts” to say the SEC filings about company titles “are basically meaningless.” That still avoids the issue as posed by the Obama campaign: “Either Romney filed false SEC statements or he’s making false statements to the American people now.”

  5. emptywheel says:

    @Glenn Kessler: Why even have an “expert” if you don’t name them? That’s the kind of hackery that got us into the Iraq War.

    Besides, as you point out, you’ve got a lot of experience reading SEC filings. Your expert is the only basis you offer for ignoring the plain language of the filing. It seems not naming him–and explaining what the others you consulted said–makes your entire claim shoddy.

  6. Peterr says:

    @Glenn Kessler: Reading the last blockquote in the post, it sure sounds like you were trying to settle a highly technical issue — who is running Bain? — so your comment here about not naming your experts seems a bit odd.

    Also, if SEC documents strive to document what is real (like earnings), but we can’t trust those same filings when it comes to knowing about senior management, does that make trusting the that the person listed as CEO is actually running the company a dream, a deal, or a wild bet?

  7. emptywheel says:

    @Glenn Kessler: Also, you seem to miss the point entirely. First of all, Mitt wants to be responsible for the entire country. But at this point, it’s not clear whether he will show up for work or not to fulfill his legal duty. Not to mention the fact that getting paid $100,000 to not work is rather scandalous.

    You may want an absentee President. Most people have a problem with that.

  8. Peterr says:

    Marcy, I love that quote from the Enron article:

    It would also direct the Securities and Exchange Commission to ensure that a company provides investors with a true picture of its value, without obscuring the details in footnotes and dense language.

    My perception of venture capital firms is that much of their value is derived from the people who run it. “We at VC A are a better firm than VC B, VC C, or any other VC firm because of our analysts and executives. We’ve got the best people, with the best judgment, so we are the best in the business.”

    But if you can’t trust the listing of the officers of VC A as given in SEC filings to be true, by definition you cannot truly judge the value of the company.

    And if so, Romney’s/Bain’s defense is that since they didn’t put this disinformation in a footnote, they are in the clear. Right?

  9. JohnLopresti says:

    A little chat with Bain’s competition might unearth more about Bain’s structure and function.

    The 1999 timeframe is interesting with respect to Security and Exchange Commission filings, as well. In some work I was doing around then, analysts often remarked to me about the then-new phenomenon of companies’ posting SEC filings on the company’s own website. It was fairly dicey at any one sampling moment to discern whether what was there onscreen was, in fact, identical to the hardcopy which investor relations kindly had mailed us. Of course, prospecti were wildly popular, and almost as hilarious, in that milieu of fact reported, fact ostensibly cast in cement phosphors onscreen, and insider knowledge profiles of companies. A difficult beat, and challenging…especially as the downturn’s leading indicators notably became more prominent.

  10. joberly says:

    @Glenn Kessler: Mr. Kessler–here’s a follow-up suggestion: why not contact the attorney who drafted the various Bain Capital Funds I-VI 13-G filings with the SEC in 1999-2001? She (Eva H. Davis, “Attorney-in-Fact”)signed the same 13-G documents Mr. Romney did on such investments as ChipPac, ThermaWave, and VDI Multimedia. I wonder if she would say that her professional advice at the time was that these filings were “basically meaningless” as to managerial responsibility?

  11. atlasfugged says:

    @Peterr: Also, think about how absurd it is to claim that who a company lists as its CEO with the SEC is nothing but trivial “boilerplate”. Say, a company lists Bobby from the mailroom as its CEO, but in actuality has a managing partner from a hedge fund with significant stock holdings in the company running the show. Wouldn’t that be a bit of a concern to the company’s other shareholders and employees? There is a lot of value in the truth of that disclosure.

  12. emptywheel says:

    @Peterr: Right. For some reason, the fact-checkers seem to believe that if Romney legally oversaw and profitted mightily from a company that outsourced jobs, but did not call up the factory in China and negotiate teh rates, then he bears no responsibility for doing the outsourcing.

    And yet this man is running to be President.

  13. Peterr says:

    @atlasfugged: Why yes . . . yes it would.

    One would hope that it would also be a bit of concern to the corporate counsel.

    Alas, one might also hope for a pony, it seems.

  14. Peterr says:

    @emptywheel: If these folks had been writing the Freeh Report, they would have concluded that Graham Spanier, Gary Schultz, Tim Curley, and Joe Paterno had no responsibility for Penn State’s handling of Jerry Sandusky.

    I mean “President” and “Vice President” and “Athletic Director” and “Head Football Coach” are just boilerplate, right?


  15. rugger9 says:

    There are a couple of things to remember here. This is something unprecedented, where we have clear-cut proof that the GOP candidate engaged in felony behavior, whether criminal [false SEC filings] or politically with the fundie crowd [many choices, but the Stericycle disposal practices of fetuses are going to be the worst]. Also consider that Mittens’ entire campaign is based on his business acumen, which makes this fair play on all counts. However, the cable and broadcast world needs a horse race to generate ratings and revenue, so they will pull out all stops to keep the horse race in play for as long as they can.

    So, is the SEC going to haul Mittens in for questions or detention? Maybe, but realize that a GOP administration would use this action as precedent to go after any D contender they were worried about, kind of like Muskie in ’68 or Kerry in ’04, but with less fact behind the story line. Nonetheless, he needs to face the music if the story doesn’t change from where it is now. I doubt Holder has the cojones however, for the reason I noted here.

    But, for the sake of argument, let’s say the GOP pitches out Mittens, or he resigns from the race. As I noted before, the VP choice becomes critical [Condi, really???? Nope, after the PDB, New Orleans shoe shopping, and the fact she never married] because that would be the one who moves up if Mittens clears off. My bet is that the GOP convention will nominate someone with limited impeachability that’s still on the reservation, which leaves out just about all of the professional politicians. There is a military one, my watch list has Petraeus, but McChrystal might try it too. Powell is off the reservation. Petey has the “war hero cred” [scare quotes intended] and the flyover rubes would vote for him for that reason alone.

    The obvious question is whether the horde of Paul delegates would allow that to happen, since they might be bound to vote for Mitt on the first ballot, but after that the bets are off. It’s why the delegate selection process by the GOP was a cluster f&^R*&^Rk, and I’m making the popcorn when it plays out. Hahahahahahahahahaha.

  16. rugger9 says:

    Kessler in going after Karmel is trying to distract away from the signatures in B&W on the 13Ds. No interpretation needed here.

  17. Howard Appel says:

    Mr. Kessler states essentially that the “Chief Executive Officer” of a company is not necessarily a manager of that company and that there is really no definition for what a “CEO” is or does. As support for this, he cites unnamed “securities experts.”

    I would point him, and said experts, to Section 240.3b7 of the Rules promulgated under the 1934 Exchange Act, which states, in its entirety, that (emphasis added):

    “The term executive officer, when used with reference to a registrant, means its president, any vice president of the registrant in charge of a principal business unit, division or function (such as sales, administration or finance), any other officer who performs a policy making function or any other person who performs similar policy making functions for the registrant. Executive officers of subsidiaries may be deemed executive officers of the registrant if they perform such policy making functions for the registrant.”

    By definition, Mr. Romney performed a policy making function. In fact, he was the “chief” policy maker.

    However, I am willing to give Mr. Kessler an opportunity to cite to any still valid case, SEC Release, No-Action Letter, etc. that states that the “chief executive officer” of a company is merely a figurehead and does not have overall responsibility for management of the company.

    Absent such a citation, I would hope that Mr. Kessler will admit that he is wrong and grant Mr. Romney four Pinnochios.

    I would also point out to Mr. Kessler that Mr. Jeff Skilling adopted a variant of this approach in his criminal defense, as have many others, arguing that as CEO he really wasn’t responsible for the actions of his underlings. I believe that Mr. Skilling is a long-term (24 years) guest of the Federal penal system.

    I look forward to Mr. Kessler’s response.

  18. masaccio says:

    Kessler offers a casual explanation about SEC filings, and I’ll bet not every lawyer would agree. The documents are on file. Here’s one:

    It’s a Schedule 13-D for Odwalla, Inc. It’s signed by Mitt Romney. He lists his “principal occupation” as Managing Director of Bain Capital, Inc. He is also listed as Chief Executive Officer and President of Bain Capital, Inc. The reason he has to sign is that Bain Capital Inc. is the controlling person of the limited partnership that owns the stock that has to be reported.

    To understand the significance of this statement, check out the instructions for Schedule 13-D, which you can read here: .

    Here’s an excerpt:

    Item 2. Identity and Background

    If the person filing this statement or any person enumerated in Instruction C of this statement is a corporation, general partnership, limited partnership, syndicate or other group of persons, state its name, the state or other place of its organization, its principal business, the address of its principal office and the information required by (d) and (e) of this Item. If the person filing this statement or any person enumerated in Instruction C is a natural person, provide the information specified in (a) through (f) of this Item with respect to such person(s).


    Residence or business address;

    Present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted;

    Whether or not, during the last five years, such person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and, if so, give the dates, nature of conviction, name and location of court, any penalty imposed, or other disposition of the case;

    Whether or not, during the last five years, such person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws; and, if so, identify and describe such proceedings and summarize the terms of such judgment, decree or final order; and


    (My emphasis.)So you are saying that it was just fine for W. Mitt Romney to list his principal occupation as “Managing Director of Bain Capital, Inc.” whether or not that was true.

    As I say, pretty casual reading of the regulations.

  19. please says:

    @Kessler Highly amusing. Would you suggest that all SEC filings should include in their ‘obtuse and obscure’ footnotes explanations detailing exactly what roles their namesake executives actually play? After all simply naming someone the CEO isn’t clear enough guidance, it could just be a figurehead but noting that in the filings certainly isn’t material.

    In light of that the persons who signed off on the documents would be in question as well. Care to call them out as well?

  20. emptywheel says:

    @Peterr: Right. It’s no wonder DC is such a cesspool. Reporters like Kessler believe the powers that be bear no responsbility for what they are legally responsible for.

  21. masaccio says:

    And here’s another interesting section of the instructions for Schedule 13-D, naming the people who are required to file:

    If the statement is filed by a general or limited partnership, syndicate, or other group, the information called for by Items 2-6, inclusive, shall be given with respect to

    each partner of such general partnership;

    each partner who is denominated as a general partner or who functions as a general partner of such limited partnership;

    each member of such syndicate or group; and

    each person controlling such partner or member. If the statement is filed by a corporation or if a person referred to in (i),(ii), (iii) or (iv) of this Instruction is a corporation, the information called for by the above mentioned items shall be given with respect to

    each executive officer and director of such corporation;

    each person controlling such corporation; and

    each executive officer and director of any corporation or other person ultimately in control of such corporation.

    What this says is that Mitt should only sign if he were actually in control. If he was just some random guy, why would he sign?

  22. atlasfugged says:

    @masaccio: That Mitt Romney is listed as a managing director in the filing you linked to above seems to undermine Fortune‘s claim that Romney was not on Bain Capital’s roster of fund managers. See here:

    Glenn Kessler has cited Fortune‘s article repeatedly in defense of his various posts on this matter. The fund discussed in the first Fortune link (Fund VII) is different from the fund (Fund VI) that is the subject of the SEC filing which you linked to. Fortune‘s articles rely on contemporaneous documents provided to potential investors instead of SEC filings, which Corn, TPM, HuffPo, and the Globe have relied on. I guess whether one gives more weight to investor brochures as opposed to SEC filings, or vice versa, depends on what side one takes on this issue: the side that’s inclined to take everything Mitt Romney says at face value (Kessler et al.) or the side that is not so inclined.

  23. masaccio says:

    @atlasfugged: Interesting. In that one, we find the following sentence

    Mr. Romney is principally engaged in the business of serving as sole shareholder of BCI, BCP VI Inc., Brookside Inc. and Sankaty Ltd.

    The Fortune guy says he left suddenly to take over the Olympics. I guess that didn’t qualify as a principal engagement.

  24. rugger9 says:

    DKos has an interesting diary on the Olympic angle, of course it involves money [], but I’m still wondering why the GOP PTBs would even risk having four more years of Obama, who would have nothing to campaign for and theoretically a free hand. I thought another diary describing Mittens as the GOP John Edwards is rather apt as well.

    In the long run, why would the GOP of Karl Rove, Grover Norquist, Sheldon Adelson, and the Kochs think it OK to lose again?

  25. lefty665 says:

    Thank you EW and numerous EWers. It is important that Kessler’s propaganda does not get a free ride.

    It is also important to maintain focus. Regardless of who was running Bain, Mittens was the sole beneficiary.

    “All of the investors participate in the success or failure of various investments, just like you do as a shareholder of an enterprise,” Romney told CBS.

    Bain Capital said in a statement that Romney “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.”

    2001 SEC filing “W. Mitt Romney (“Mr. Romney”), an individual, as the sole stockholder, Chairman of the Board, Chief Executive Officer and President of BCI and BC;”

    “Mr. Romney” was “the sole stockholder”, “All of the investors”, and “for a time” was at least through 2001.

    ALL the profits from ALL the investments went to “Mr. Romney”.

    Every nickel of profit squeezed from every raped and discarded company, every fired employee, every offshored job went into Romney’s pocket. It was his, all his, all the way to the bank in the Cayman Islands, or Bermuda, or Switzerland.

  26. nolo says:


    You are quite correct — and, to amplify the significance of the US LEC Corp. SEC Scherule 13D (as to Mr. Romney’s present protestations) I’ve opened a whole new blog (since MY “principal occupation” IS securities law, and M&A) — just to make plain what the Williams Act (now part of the ’34 Act) requires of the REAL people (not just the partnerships they do business through) who own more than 10 percent of public companies (“target companies”), and are in a position to change the control of those target companies.

    The SEC Section 13(d) rules require that the partnership (here Bain Capital Fund IV, LP) disclose WHICH NATRUAL PERSON is “in charge” of making the decisions about change of control — in the target company (here, US LEC Corp. — the target).

    As late as February 20, 2001 — Mr. Romney was listing his “principal occupation” as the CEO of Bain Capital, Inc., and listed himself first (out of alphabetical order, I might add!) — as the ACTUAL person controlling the decisions on the US LEC Corp. public company 21 pecent stake acquried by Bain Capital, and its affiliates. That — in turn — puts his “principal occupation” at Bain Capital, Inc. very near (and in many cases, OVERLAPPING) in time to the now-well-documented Dade Behring layoffs, debt defaults and Chapter 11 bankruptcy (after Bain Capital took hundreds of millions of cash out of the company in April 1999, rejecting better offers for all shareholders from KKR, among others, in March 1999). And Mitt WAS in charge then.

    This stuff matters. For forty years courts have held that misstatements on Schedule 13D are clearly civil (and in egregious cases, criminal) violaitons of the takeover/control disclosure rules that apply to entities that acquire large stakes in public companies. Bain Capital, and Mr. Romney, were plainly aware of their duties, here. I think his 2001 SEC Schedule 13D filing was accurate. I think it is very inconvenient to his present narrative. Here endeth the lesson in federal securities disclosure law.

    Do see the blog, generally:


  27. dcgaffer says:

    @Howard Appel:

    In addition to what you cited, one also has 10b-5(b).

    One doesn’t sign SEC filings, since such filings impart significant legal liability, unless one has the authority commensurate with the responsibility, and is appropriately compensated. Rommney is no babe in the woods here; his career had implanted that lesson into his DNA (with the primary focus being authority rather than responsibility).

    But all the SEC Rule sections aside, the more obvious explanation for the filings, and the more weighty explanation as to why he is still listed as CEO through the period, is that absent that, he may have lost the favorable tax treatment for “carried interest,” i.e., fee income being treated as capital gains.

  28. Joe says:

    What amuses me is the denial. I would not be aware of his company shipping jobs overseas if it weren’t for his campaign making a fuss over some apparently mean things the Obama said or implied about him. Now his campaign foolishly put folks like EW on the case and it’s blowing up everywhere. I mean, he’s a politician so I kind of figure he’s a dishonest shitbag anyway, but here we have rock solid proof (unless you choose to believe Romney’s PR department instead of your lying eyes, at any rate).

  29. TheSteelGeneral says:

    @Glenn Kessler on July 14, 2012 at 4:40 pm
    We appreciate the fact that you got so rattled by emptywheel that you were panicked into a reaction here.

    Dear Glenn, I got news for you:
    It’s NOT about MANAGING here, you’ve got that COMPLETELY WRONG! Does anyone here think that Myth Rmoney counted the paper-towels at Bain every night between 1999 – 2002? NOT a body thinks that, you betcha.

    It’s about the AC-COUNT-TA-BI-LI-TY, dear Glenn. Both you and Mitt have shown that you have next to nothing of that character trait, when the going gets so tough that the shit hits the fan.

    One of Brad Delongs commenters put it like this:
    Romney completely agrees with Trumans adage of “the buck stops here”, but he adds that the accountability goes way, way, beyond him.

    Kessler, sometime in the future:
    “Mitt Romney was never President of the United States. The language saying that Romney was elected in 2012 and inaugurated in 2013 was boilerplate. . . Titles are basically meaningless; someone can be inaugurated as President and actually have no responsibilities whatsoever . . . Romney bears no responsibility for anything that happened during his alleged presidential term . . .”

    The FACT that you felt flattered for Wheeler for going through all your posts is really kind of lame. It’s either misplaced sarcasm or if you were genuinely surprised, actually moronic.

    Why, she went through ‘all’ of your articles because …. you’re worth it …. to be severely mocked and ridiculed if you make dumb remarks in defense of a man who’s clearly immoral.

  30. Don Druid says:

    1) The Boston Globe, in 1999, reported that Romney said he would have input on “investment decisions” at Bain. Today, Romney’s campaign says the exact opposite, in explicit terms: that Romney did not have input on investment decisions at Bain. Has the Romney campaign ever argued that the Globe story misreported what Romney said in 1999? I don’t suppose they’d claim that Romney was mistaken.

    2) If SEC had investigated Bain in 2002, or if the media had reported on Bain on some non-financial scandal in 2002, reporters and commentators would not have hesitated to identify Romney as ultimately responsible for Bain, no matter who in the company made the decision.

    If any of these borrow-and-dump Bain business-buying scams had been covered critically in the mainstream press in 2002 – and they should have been – Romney would have been considered culpable by the press and everyone else.

    Even if he was granted the claim that he had no idea what was going on, he would have been pilloried as a perjurer, an incompetent, a neglectful company parent, etc.

    Why is the press so cowed now, ten years later? What is the use of news media for the average American, if reporters apply less scrutiny to people when they are running for President?

  31. DeadLast says:

    In this post, you rightly point out Sarbanes was in play when Mitt was signing/not-signing the SEC documents. I think most of the public forget that this was the start of the financial crisis. CEOs not taking responsibility for what their companies did. Had this came up in a 2003/04 campaign, Romney’s arguments would generate nothing but ridicule.

  32. joejoejoe says:

    @Glenn Kessler:

    Boilerplate means stock repeated language, not that the language is untrue or without meaning.

    The SEC document in question lists Romney’s title as CEO and principal occupation as “Managing Director”, an occupation that you’ve somehow decided involves no MANAGING (ridiculous all caps in the original Kessler). Your reading of the SEC documents is akin to saying Mitt Romney played centerfield on the Bain softball team but absolutely did not play the OUTFIELD.

  33. earlofhuntingdon says:

    @joejoejoe: Here, here. Let Mr. Kessler ignore the “boilerplate” in his credit card agreement and see what happens. Or the similar gobbledygook in a condominium agreement, whereby he loses his property for flagrantly ignoring community rules.

    Using the term “boilerplate” implies exactly what you say it doesn’t really mean. Great for low-fact readers like those who listen to Fox Noise, but a knowingly poor choice of words for a star reporter.

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