Romney-Bain Contacts Outlasted Exit

Associated Press + More

This person said that when Romney left, a five-partner management committee was already in place. That account echoed a similar version given by Edward Conard, a former Bain partner who donated $1 million last year to a political committee supporting Romney's presidential run.

"There was a management committee running Bain to transition from Mitt to a new structure," Conard said last week during an interview on MSNBC. At the same time, Conard said, Romney's exit was complicated by the fact that "Mitt's names were on the documents as chief executive and sole owner of the company."

Those documents, filed with the Securities and Exchange Commission, contain dozens of references to Romney and his holdings. An AP analysis of thousands of SEC filings in that three-year period found at least 39 documents in which Romney was listed as sole shareholder, president or director of investment funds that controlled large stakes in Bain-related companies.

[READ: Bain Attacks Hurt Romney But Don't Help Obama.]

Some legal experts said those records show that Romney remained the "controlling person," as some filings described him, in the deals that Bain struck in that span. "From a corporate law point of view, it would not be kosher to hold him out as president when he had no role in the company," said George Washington University law professor Arthur E. Wilmarth Jr.

Other experts cautioned that while federal "beneficial ownership" rules require the listing of partners whose voting stakes exceed 5 percent of an investment in a public company, any partner with voting power in the same investment could also exercise authority. While Romney controlled the management entity running Bain, his partners controlled connected general partnerships that directed the investment funds. As a result, Romney was not the only Bain partner with lines of authority over the investments cited in the SEC filings.

"Anyone who has voting power over the shares could be the owner for reporting purposes," said Brian J. Lane, a partner at the Washington law firm of Gibson Dunn and former director of the SEC's Corporate Finance Division, which oversees corporate filings.

In addition to those SEC reports, other corporate documents obtained by the AP show Romney's personal signature at least 10 times on large stock transactions or ownership statements tied to Bain investment deals at the time. Those documents include Romney's signature on federal stock forms approving the sales of large stakes in circuit board manufacturer DDi Corp. The company went into bankruptcy in 2003.

SEC filings by Bain also showed that Romney's digital signature— a legal version of his personal script — appeared on at least 18 other stock ownership records between 1999 and 2001. The filings were part of Bain investments in Therma Wave, a heat testing company; Wesley Jessen Visioncare; and Staples Inc.

Romney's defenders argue that such signings reflected his limited role as a Bain partner and investor, but not as the firm's manager. One former senior Bain partner said that once Romney had accepted the Olympics position, he would "make suggestions but not decisions." The former partner added that Romney's extensive partnership stakes required him to respond to — and at times approve — a succession of ownership documents stemming from the company's continuing investment deals.

Documents reviewed by the AP also showed that Romney signed several power-of-attorney statements that were used repeatedly during the transition, allowing other senior Bain partners and several lawyers for Bain to represent his interests in the investment deals the company struck between 1999 and 2001.

Blaydon said such moves are common in private equity deals and also could have provided Romney with legal flexibility as he moved to disengage from Bain. "If he wanted to dial in by phone, he could have," Blaydon said. "There's no doubt he could have played a bigger role if he wanted, but if he wanted to have minimal involvement, he had that flexibility."