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Firm gives $1 million to pro-Romney group, then dissolves

A mystery company that pumped $1 million into a political committee backing Mitt Romney has been dissolved just months after it was formed, leaving few clues to who was behind it.

A mystery company that pumped $1 million into a political committee backing Mitt Romney has been dissolved just months after it was formed, leaving few clues as to who was behind one of the biggest contributions yet of the 2012 presidential campaign.

The existence of the million-dollar donation — as gleaned from campaign and corporate records obtained by NBC News — provides a vivid example of how secret campaign cash is being funneled in ever more circuitous ways into the political system.

The company, W Spann LLC, was formed in March by a Boston lawyer who specializes in estate tax planning for “high net worth individuals,” according to corporate records and the lawyer’s bio on her firm’s website.

The corporate records provide no information about the owner of the firm, its address or its type of business.

Six weeks later, W Spann LLC made its million-dollar donation to Restore Our Future — a new so-called “super PAC” started by a group of former Romney political aides to boost the former Massachusetts governor’s presidential bid. It listed its address as being in a midtown Manhattan office building that has no record of such a tenant.

The Boston lawyer, Cameron Casey, dissolved the company on July 12 — two weeks before Restore Our Future made its first campaign filing of the year reporting the donation from the now-nonexistent company, the corporate records show.

“I don’t see how you can do this,” said Lawrence Noble, the former general counsel of the Federal Election Commission, when asked about the contribution from the now defunct company.

If the only purpose of W Spann’s formation was to contribute to the pro-Romney group, “There is a real issue of it being just a subterfuge” and that could raise a "serious" legal issue, Noble said. Even if that is not the case, he added, “What you have here is a roadmap for how people can hide their identities” when making political contributions.

Casey, the Boston lawyer, did not respond to requests for comment. Tim Larimer, a spokesman for her law firm, Ropes & Gray, said he couldn’t discuss who was behind W Spann LLC or any other matters relating to the campaign contribution. “The firm won’t be making any comment on this matter at this time,” he said in an email.

'Not something we normally ask'
Restore Our Future also declined to answer any questions about the W Spann LLC donation, one of only a handful of seven-figure donations the group has received this year.

"That’s not something that we normally ask a contributor for (and nor does any other political organization that I'm aware of),” Charles Spies, the committee’s campaign treasurer, said in an email response to a query about the owners of the firm and the limited information on its corporate registration. … “Restore Our Future has fully complied with, and will continue to comply with, all FEC disclosure requirements.”

The hefty size of the W Spann contribution, and its murky origins, highlights the growing prominence of groups like Restore Our Future, one of a wave of super PACs that are amassing hefty campaign war chests this year — unrestricted by any limits on how much they can collect from corporations and other wealthy donors. (A similar group, Priorities USA, was recently created by two former White House aides, including former Deputy Press Secretary Bill Burton, to aid President Barack Obama’s re-election bid.)

While it says it is independent of the Romney presidential campaign, Restore Our Future was created by three former top Romney political aides who have made little secret of their interest in boosting his presidential candidacy. “This is an independent effort focused on getting Romney elected president,” Spies, the former counsel to Romney’s 2008 presidential campaign, recently told the Washington Post.

The relationship between Romney and Restore Our Future was further underscored when, according to the Center for Public Integrity, Romney spoke at a private dinner in New York for Restore Our Future donors last month, shortly after attending a fundraiser for his presidential campaign at the posh Mandarin Oriental hotel.

(A Romney campaign official said by email that Restore Our Future is an “independent entity” and therefore the campaign could not comment on its contributions. “Mitt Romney follows both the letter of the law and the spirit of the law in all circumstances,” the official said.)

Last week, Restore Our Future filed its first report of 2012, disclosing that it had received $12.2 million during the first six months of the year. Among the contributors: four donors who contributed $1 million apiece, including John Paulson, the Wall Street hedge fund kingpin who made billions betting against the housing market, and two corporate partnerships listed at the Provo, Utah, address of Steven J. Lund, a former chief executive of Nu Skin Enterprises and a longtime Romney backer who has been a leader in the Mormon Church.

But the most intriguing of the million-dollar donations was from W Spann LLC. Its address was listed on the Restore Our Future campaign report as 590 Madison Ave., a 43-story, ultra-modern office building in the heart of midtown Manhattan.

But there is no public listing for any company called W Spann LLC at 590 Madison. A top executive of Minskoff Equities, the firm that manages the building, told NBC News that he had “never heard of” W Spann and that his management firm has no record of any such tenant.

A short paper trail
According to records obtained by NBC, W Spann LLC filed a “certificate of formation” with the Delaware Secretary of State’s Office on March 15, but provided no further information about its owners or type of business. The only address listed was that of a Wilmington registered agent service, Corporation Service Co., which provides such services for many companies. The company declines as a matter of policy to answer any questions about its clients, according to one of its agents.

W Spann then made its million-dollar contribution on April 28 and filed a “certificate of cancellation” on July 11, effectively dissolving as a corporate entity, the records show.

The “authorized person” that filed the W Spann LLC incorporation papers and then canceled them was Casey, the Boston estate tax planner lawyer, who specializes in “wealth transfer strategies” as an associate in Ropes & Gray’s Private Client Group’s trust and estate practice for high end clients, according to her biography on the Ropes & Gray’s website.

One of the Rope & Gray’s longtime clients is Bain Capital, the investment firm formerly headed by Romney. It is also one of a number of major companies — including UBS, IBM and Cemex — that have offices at 590 Madison, the address listed for W Spann.

Asked about W Spann, Alex Stanton, a spokesman for Bain Capital said, in an email: “Bain Capital has many employees who actively participate in civic affairs, and they individually support candidates from both parties. The firm takes no position on any candidate, and the entity in question is not affiliated with Bain Capital or any of our employees.”

Campaign finance experts say the use of an opaque company like W Spann to donate large sums of money into a political campaign shows how post-Watergate disclosure laws are now being increasingly circumvented.

Much of this, the experts say, is because of last year’s Supreme Court ruling in the Citizens United case that allowed corporations to spend unlimited amounts on political advocacy, including giving to supposedly “independent” super PACs like Restore Our Future. That ruling also opened the door for newly created nonprofit groups — such as Crossroads GPS, started by Karl Rove — that spent tens of millions of dollars on attack ads during last year’s campaign without disclosing any donors.

“This is sham disclosure. It’s a barrier to disclosure,” said Michael Malbin, executive director of the Campaign Finance Institute, a Washington think-tank that specializes in campaign funding issues, when asked about the W Spann LLC donation to Restore Our Future.

It’s one more example, he said, of how American political campaigns have gone “back to the future” and to the “pre-Watergate days (of 1972) when Richard Nixon was raising unlimited amounts of money without disclosure.”