1 

FEDERAL ELECTION COMMISSION

WASHINGTON, D.C. 20463 

BEFORE THE FEDERAL ELECTION COMMISSION

In the Matter of ) 

 ) MUR 8038 

Angel Staffing, Inc., et al. ) 

 ) 

 

STATEMENT OF REASONS OF VICE CHAIRMAN SEAN J. COOKSEY

The Complaint in this matter alleged that Angel Staffing, Inc. made a prohibited federalcontractor contribution to Protect and Serve PAC in the weeks before Texas’s 2022 congressional 

primaries. While the record showed that Angel Staffing was in fact a federal contractor at the time 

the contribution was made, further evidence indicated that the intended contributor was in fact 

Angel’s Staffing’s sole owner, Shannon Ralston. Considering the particular and mitigating 

circumstances surrounding this matter, as well as the uncertainties of the underlying law and past 

Commission practice, I voted against the Office of General Counsel’s (“OGC”) enforcement 

recommendations and instead voted to dismiss as a matter of prosecutorial discretion. This 

statement explains why. 

I. Factual Background 

Shannon Ralston is the owner, president, and CEO of Angel Staffing, a medical staffing 

company incorporated in Texas that recruits medical professionals for both public and private 

inpatient treatment facilities and provides disaster relief healthcare workers in Texas and 

elsewhere.1 In 2022, Ralston wanted to participate in the political process by making a personal 

contribution to Protect and Serve PAC (“PSP”), an independent expenditure-only political 

committee that planned to make expenditures leading up to the March 1st primary election for 

Texas’s 28th Congressional District.

2

 

According to Ralston, working with a PSP consultant, she attempted to make a $250,000 

contribution to PSP on February 22, 2022, from her personal bank account, but she ran into issues 

with her bank.3 Under pressure to make the contribution in time for the primary election, and after 

seeking advice from her attorney and tax advisors, Ralston opted to route the funds from a different 

account—Angel Staffing’s nonrepayable drawing account—in which Ralston had deposited $4 

1

 Response of Angel Staffing and Shannon Ralston at 1 (Oct. 3, 2022), MUR 8038 (Angel Staffing, et al.). 

2

 Id., Ralston Aff. ¶ 2., MUR 8038 (Angel Staffing, et al.). 

3

 Id. at 2.

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2 

million one week earlier as part of a personal loan to the company.4 PSP subsequently reported the 

contribution and listed Angel Staffing as the source, not Ms. Ralston personally.5

 

 

But this created a problem. Angel Staffing is a government contractor—at the time the 

contribution was made, Angel Staffing reportedly had nine open contracts with subagencies of the 

United States Department of Defense.6

 Under federal law, federal contractors are prohibited from 

making political contributions.7 Because Ralston had used funds that she had deposited in an Angel 

Staffing account, and because Angel Staffing was the reported contributor, this Complaint was 

filed alleging a violation of that prohibition. Realizing the error, Ralston requested that PSP amend 

its report to show herself individually as the contributor, which PSP did.8

Upon examining the Complaint and Responses, the Office of General Counsel 

recommended enforcement against Angel Staffing for making a prohibited federal-contractor 

contribution in violation of the Federal Election Campaign Act of 1971, as amended (the “Act”), 

on the theory that the true source of the contribution was Angel Staffing, not Ralston.9 I disagreed 

and instead voted to dismiss the allegations as a matter of prosecutorial discretion.10 The 

Commission subsequently voted to close the file.11

II. Applicable Law

Under the Act and the Commission’s regulations, any person who enters into a contract 

with the federal government to furnish “materials, supplies, or equipment,” is prohibited from 

making political contributions if the federal contract is paid “in whole or in part from funds 

appropriated by Congress.”12 Commission regulations define “contract” to include: (1) a sole 

source, negotiated, or advertised procurement conducted by the United States or any of its 

agencies; (2) a written (except as otherwise authorized) contract, between any person and the 

United States or any of its departments or agencies, for the furnishing of personal property, real 

property, or personal services; and (3) any modification of a contract.13

The federal-contractor prohibition kicks in at the start of negotiations or when proposal

requests are sent out, whichever occurs first, and ends upon the contract’s completion or the 

4

 Id.

5

 Protect & Serve PAC, Original 2022 April Quarterly Report, Sched. A at 6 (April 15, 2022), available at 

https://docquery.fec.gov/pdf/555/202204159496293555/202204159496293555.pdf.

6

 Complaint ¶ 9 (July 25, 2022), MUR 8038 (Angel Staffing, et al.) (citing USAspending.gov). 

7

 52 U.S.C. § 30119.

8

 See Response of Protect and Serve PAC (Sept. 13, 2022), MUR 8038 (Angel Staffing, et al.). 

9

 First General Counsel’s Report at 2, 13 (Feb. 8, 2023), MUR 8038 (Angel Staffing, et al.). 

10 Certification (May 31, 2023), MUR 8038 (Angel Staffing, et al.).

11 Id. 

12 52 U.S.C. § 30119(a)(1); 11 C.F.R. § 115.2(a).

13 11 C.F.R. § 115.1(c).

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termination of negotiations, whichever occurs last.14 The statute bars such contractors from 

making contributions to any political party, political committee, federal candidate, or “any person 

for any political purpose or use,”15 and the Commission has enforced the prohibition with respect 

to contributions to independent expenditure-only political committees.16

III. Legal Analysis 

 

In the course of its review, OGC concluded that the means by which Ralston structured her 

contribution to PSP caused Angel Staffing to make a prohibited federal-contractor contribution 

because the funds came through an Angel Staffing account. OGC therefore recommended that the 

Commission find reason to believe Angel Staffing violated 52 U.S.C. § 30119(a)(1) and 11 C.F.R. 

§ 115.2(a).17 Notwithstanding OGC’s formalistic reasoning, however, I disagreed with the 

recommendations in light of the uncertainty of OGC’s legal theory and this matter’s specific 

circumstances.

The Commission is the sole agency charged with civil enforcement of the Act. In exercising 

that authority, the Commission must necessarily exercise discretion in how it sets enforcement 

priorities and accounts for the particularities of each matter. As the Supreme Court recognized in 

Heckler v. Chaney,

18 agencies must make determinations about the best uses of their limited 

resources, and “[a]n agency generally cannot act against each technical violation of the statute it 

is charged with enforcing.”19

First, because I concluded that the alleged violation—if it was a violation at all—was 

entirely technical in nature, I believe that this matter warranted dismissal. As noted above, the facts 

show that Angel Staffing is a closely held corporation owned and run by Ralston herself. The funds 

at issue were part of a loan Ralston had made to her firm one week earlier, where Ralston acted as 

both the lender and the borrower to the loan agreement.20 There is no dispute that Ralston herself 

has a legal right to make unlimited contributions to PSP and other independent expenditure-only 

political committees from her personal funds.21 But in the case of a closely held corporation that 

is also a government contractor, the Act makes legal distinctions about from whom contributions 

come. At issue here is the fact that the contribution to PSP came from an Angel Staffing bank 

account. If Ralston, as the sole owner and operator of Angel Staffing, had instead first 

appropriately withdrawn funds from the Angel Staffing account to her personal account—and then 

14 52 U.S.C. § 30119(a)(1); 11 C.F.R. § 115.1(b). There is a significant incongruity between the statute and the 

Commission’s regulation: while the regulation states that the prohibition begins at the start of negotiations or when 

requests for proposals are sent, whichever is earlier, the statute makes no mention of the prohibition starting when 

requests for proposals are sent out. 

15 52 U.S.C. § 30119(a)(1); 11 C.F.R. § 115.2.

16 See, e.g., MUR 7843 (Marathon Petroleum, et al.); MUR 7842 (TonerQuest, Inc., et al.). 

17 First General Counsel’s Report at 13 (Feb. 8, 2023), MUR 8038 (Angel Staffing, et al.).

18 470 U.S. 821 (1985).

19 Id. at 831.

20 See Response of Angel Staffing and Shannon Ralston, Ex. B, MUR 8038 (Angel Staffing, et al.).

21 Buckley v. Valeo, 424 U.S. 1, 44–51 (1976) (per curiam). 

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used those funds to make a contribution to PSP—there would plainly be no violation. 

Consequently, the fact that the same contribution could be accomplished legally through a slightly 

different financial structure is what makes this matter, in my view, a technical violation, distinct 

from other contractor-contribution matters,

22 and more deserving of discretionary dismissal. 

The Commission has a practice of dismissing other matters based on technical violations 

of financial-structure requirements. In MURs 7585 and 7588 (Lori Trahan), for example, the 

Commission rejected OGC’s recommendation to scrutinize the financial arrangements between a 

candidate and her spouse with respect to a series of loans and subsequent self-funded contributions, 

and it dismissed several violations with respect to reporting and loan deposits.23 The Commission 

has similarly dismissed other matters involving bank deposit and withdrawal errors.

24 And it has 

exercised its prosecutorial discretion in other federal-contractor matters.

25

Other details in this matter also counsel in favor of dismissal. Ralston does not appear to 

be an experienced political contributor with an eye toward gaming the system. Prior to this matter, 

she has made a handful of modest contributions. Further, during her efforts to make this

contribution, Ralston first attempted to make the transfer from her personal bank account.26 It was 

only after running into issues with her bank to complete the transfer from her personal account did 

she resort to seeking an alternative solution.27 She even sought the advice of legal counsel and a 

tax consultant for guidance on how to proceed to ensure the contribution was made from personal 

funds.28 All of these mitigating circumstances suggest any violation was entirely inadvertent and 

not suitable for enforcement. 

Finally, I believe the exercise of prosecutorial discretion is appropriate in light of the 

significant legal uncertainty and litigation risk that arises from this matter. Commission precedents 

relating to contributions involving closely held corporations have been conflicting and often 

confusing. Here, OGC determined that this was a prohibited contribution from a government 

contractor and not a personal contribution from Ralston. But other Commission precedents 

involving closely held corporations can be read to counsel the opposite—that what is relevant is 

the provenance of the funds, not the direct account from which a contribution is made—and 

therefore imply that no violation occurred here.

29 Similarly, the Commission’s enforcement 

22 See, e.g., MUR 7569 (3M Company, et al.); MUR 7843 (Marathon Petroleum, et al.). 

23 See Statement of Reasons of Chair Lindenbaum, Vice Chairman Cooksey, and Commissioners Dickerson 

and Trainor at 4–7 (Feb. 22, 2023), MURs 7585 & 7588 (Lori Trahan, et al.). 

24 See, e.g., Factual & Legal Analysis at 8–9 (July 5, 2016), MUR 6941 (NRA-PVF, et al.) (dismissing under 

prosecutorial discretion violations stemming from the deposit of contributions in the wrong bank account); Factual & 

Legal Analysis at 1–2 (Jan. 25, 2018), MUR 7278 (McClintock for Congress) (dismissing allegations under Heckler 

for incorrectly describing the purpose of certain disbursements given the technical nature of the alleged violations). 

25 See, e.g., Factual & Legal Analysis at 8 (Nov. 10, 2011), MUR 6403(Artic Slope Regional Corp. et al.). 

26 Response of Angel Staffing and Shannon Ralston, Ralston Aff. ¶ 4, MUR 8038 (Angel Staffing, et al.).

27 Id. at ¶ 5.

28 Id. at ¶ 6.

29 In MUR 3191 (Christmas Farm Inn, Inc.), for example, a candidate had cashed checks from a corporate 

account into his personal checking account, and then wrote personal checks to contribute to his campaign committee. 

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actions have been inconsistent with respect to the enforcement of reporting requirements and 

straw-donor prohibitions with respect to closely held corporations, creating more doubt about how 

the Commission views legal status of transferred funds.

30 These precedents create a risk of 

arbitrary and capricious enforcement by the Commission that weigh against enforcement in this 

matter.

Additionally, as Commissioners have noted elsewhere, there is significant legal uncertainty 

associated with the legal rules applied in this case. Questions about the federal-contractor 

prohibition as applied to independent expenditure-only political committees,31 as well as legal 

limitations on closely held corporations,32 are subject to heightened litigation risk and associated 

costs to the Commission. The Commission exercises discretionary prudence, and conserves its 

limited resources, in avoiding those litigation risks. 

IV. Conclusion 

For the reasons set forth above, I rejected OGC’s recommendations and voted to dismiss 

the technical violations in the exercise of prosecutorial discretion under Heckler v. Chaney.

33

_________________________________ July 3, 2023 

Sean J. Cooksey Date

Vice Chairman

The Commission nonetheless concluded that the facts constituted a prohibited corporate contribution. See Factual & 

Legal Analysis at 3–4 (Oct. 7, 1991), MUR 3191 (Christmas Farm Inn, Inc.).

30 See Statement of Reasons of Commissioner Sean J. Cooksey (Oct. 27, 2022), MUR 7903 (Tomfoolery, 

LLC, et al.).

31 Statement of Reasons of Vice Chair Dickerson and Commissioners Cooksey and Trainor at 6 Oct. 13, 2021), 

MUR 7180 (GEO Corrections Holdings, Inc.). See also Wagner v. FEC, 901 F. Supp. 2d 101, 107 (D.D.C. 2012), 

vacated, 717 F.3d 1007 (D.C. Cir. 2013).

32 See United States v. Emmons, 8 F.4th 454, 465–69 (6th 2021), cert. denied, 142 S. Ct. 2676 (2022) (seeking 

Supreme Court review of whether the federal ban on corporate contributions is unconstitutional as applied to 

intrafamilial contributions from a closely held, family-run corporation). 

33 Certification (May 31, 2023), MUR 8038 (Angel Staffing, et al.).

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