FEDERAL ELECTION COMMISSION

WASHINGTON, D.C. 20463

STATEMENT OF REASONS OF 

COMMISSIONER ELLEN L. WEINTRAUB 

The Complaint in this matter concerned the interplay between the coordination provisions 

and the internet exemption in the law and Commission regulations.1 Specifically, the Complaint 

alleged that a network of political committees and organizations that had been established or 

controlled by David Brock made, and Hillary for America and Elizabeth Cohen in her official 

capacity as treasurer accepted, in-kind contributions in the form of coordinated expenditures and 

communications that resulted in excessive and prohibited contributions.2

 The Commission has 

rarely mustered four votes to address coordination allegations and did not do so here. 

Our Office of General Counsel (“OGC”) recommended that the Commission dismiss many 

of these allegations concerning most of the organizations, but recommended that the Commission 

find reason to believe that Correct the Record and Elizabeth Cohen in her official capacity as 

treasurer made and failed to report excessive in-kind contributions to Hillary for America, and that 

Hillary for America knowingly accepted and failed to report those in-kind contributions.3 The 

respondents did not deny coordinating; rather, they claimed their activity was covered by the 

internet exemption.4 OGC’s analysis concluded that the internet exemption is not so capacious. 

Consistent with my vote in MURs 6940, 7097, 7146, 7160, and 7193 (Correct the Record),5 I 

agreed with our Office of General Counsel’s recommendations and voted to approve them subject 

to edits to two of their proposed Factual and Legal Analyses.6 These edits primarily eliminated 

reliance in any way on materials that been obtained through hacking by foreign adversaries as 

1

 See 52 U.S.C. §§ 301012(22), 30116(a)(7); 11 C.F.R. §§ 100.26, 100.94, 100.155, 109.23(a). 2

 Complaint, MUR 7726 (April 8, 2020). 3

 First General Counsel’s Report at 31-32 (Nov. 17, 2020). 4

 See Resp. at 5, MUR 7726 (July 6, 2020). 5

 MURs 6940, 7097, 7146, 7160, and 7193 (Correct the Record, et al.), Amended Commission Certification ¶ 1 

(June 13, 2019); see also Statement of Reasons of Chair Ellen L. Weintraub MURs 6940, 7097, 7146, 7160, and 7193 

(Sept. 20, 2019).

6

 Certification (Jan. 28, 2021).

BEFORE THE FEDERAL ELECTION COMMISSION

In the Matter of

David Brock, et al. 

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 MUR 7726 

 

MUR772600585
MUR 7726

Statement of Commissioner Ellen L. Weintraub

Page 2 of 2 

support for the conclusions in this matter. I attach here the proposed Factual and Legal Analyses 

that I supported, which provide the explanation for my vote.7

 

_______________________ __________________________ 

Date Ellen L. Weintraub 

Commissioner

7 See Attachment A (Proposed Factual and Legal Analysis for AB PAC and Rodell Mollineau in his official 

capacity as treasurer); Attachment B (Proposed Factual and Legal Analysis for Media Matters for America, Correct the 

Record and Elizabeth Cohen in her official capacity as treasurer, and Hillary for America and Elizabeth Jones in her 

official capacity as treasurer). As noted, the Commission failed to make reason to believe findings, and these proposed 

analyses were not adopted by the Commission.

September 29, 2022

MUR772600586
PROPOSED F&LA

ATTACHMENT A 

Page 1 of 17 

1 FEDERAL ELECTION COMMISSION

2 PROPOSED FACTUAL AND LEGAL ANALYSIS

3 RESPONDENT: AB PAC and Rodell Mollineau in his official MUR: 7726 

4 capacity as treasurer

5 I. INTRODUCTION

6 This matter was generated by a complaint filed with the Federal Election Commission by 

7 Craig Robinson and the Patriots Foundation. The Complaint makes various allegations that AB 

8 PAC and Rodell Mollineau in his official capacity as treasurer (“AB PAC”) violated the Federal 

9 Campaign Act of 1971, as amended (the “Act”), and Commission regulations through its 

10 activities as part of a network of political committees and organizations allegedly established or 

11 controlled by political operative David Brock, as well as through its interactions with Hillary for 

12 America (“HFA”), the authorized committee of 2016 presidential candidate Hillary R. Clinton, 

13 The network of organizations allegedly established or controlled by Brock includes Media 

14 Matters for America (“MMA”), American Bridge 21st Century Foundation (“AB Foundation”), 

15 and Correct the Record and Elizabeth Cohen in her official capacity as treasurer (“CTR”).

16 First, the Complaint alleges that, during the 2016 election, MMA made in-kind 

17 contributions to AB PAC in the form of “uncompensated services,” which AB PAC failed to 

18 report. The Complaint asserts that it is “reasonable to infer” that MMA provided unspecified 

19 services to AB PAC based on their shared physical address and goal of helping to elect Clinton. 

20 The Response argues that the Complaint fails to adequately allege any violation of the Act. 

21 Because the allegation is vague, speculative, and unsupported by the available information, the 

22 Commission dismisses the allegation that AB PAC failed to report in-kind contributions from 

23 MMA in violation of 52 U.S.C. § 30104(b)(3)(A) and 11 C.F.R. § 104.3(a). 

MUR772600587
MUR 7726 (AB PAC) 

PROPOSED Factual & Legal Analysis

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ATTACHMENT A 

Page 2 of 17 

1 Second, given an arrangement whereby AB PAC and AB Foundation share certain 

2 administrative expenses based on “management and budgeted” estimates, the Complaint alleges 

3 that AB PAC’s reporting of the payments arising out of its cost-sharing arrangement with AB 

4 Foundation are inaccurate. The Response argues that the Complaint has provided no evidence 

5 that the estimates yielded incorrect reporting. Because there is no indication from the available 

6 information to suggest any discrepancies between the estimates and actual costs, the Commission 

7 dismisses the allegation that AB PAC violated 52 U.S.C. § 30104(b)(3)(A) and 11 C.F.R. 

8 § 104.3(b) by submitting inaccurate disclosure reports. 

9 Third, the Complaint alleges that AB PAC’s independent expenditures during the 2016 

10 election opposing Donald J. Trump, Clinton’s general election opponent, should have been 

11 reported as in-kind contributions to HFA because AB PAC “did not operate independently” of 

12 CTR which “openly coordinated” with HFA. The Response argues that the Complaint fails to 

13 point to any specific AB PAC communication that satisfies the Commission’s coordinated 

14 communication test at 11 C.F.R. § 109.21. The available information, including the alleged 

15 association between CTR and HFA, is insufficient to infer that AB PAC, by extension, 

16 coordinated with HFA. Therefore, the Commission dismisses the allegation that AB PAC made 

17 unreported, excessive in-kind contributions in violation of 52 U.S.C. §§ 30104(b)(6)(B)(i), 

18 30116(a)(2)(A) and 11 C.F.R. §§ 104.3(b), 110.2(b). 

19 Fourth, the Complaint alleges that AB PAC made prohibited in-kind contributions to a 

20 variety of unidentified Democratic candidate campaigns in the form of free research services. 

21 The Complaint points to descriptions of AB PAC’s research program and its general usefulness 

22 to political campaigns. The Response argues that the Complaint provides no evidence that AB 

23 PAC actually provided its research to a campaign committee without charge. Given the lack of 

MUR772600588
MUR 7726 (AB PAC) 

PROPOSED Factual & Legal Analysis

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ATTACHMENT A 

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1 specific information tending to substantiate the allegation, the Commission dismisses the 

2 allegation that AB PAC made and failed to report excessive in-kind contributions to unidentified 

3 campaign committees in violation of 52 U.S.C. §§ 30104(b)(6)(B)(i), 30116(a)(2)(A) and 

4 11 C.F.R. §§ 104.3(b), 110.2(b). 

5 II. FACTUAL AND LEGAL ANALYSIS

6 Hillary R. Clinton was a candidate for president in 2016, and HFA was her authorized 

committee.1 David Brock is reportedly a Democratic political operative.2 7 He was involved in 

the creation or operation of the entities described below.3 8 

9 MMA is a 501(c)(3) organization that was incorporated in 2003; Brock served on its 

inaugural Board of Directors.4 10 MMA’s stated purpose is “ensuring accuracy, fairness, and a 

balance of diverse views in the media through research, public education, and advocacy.”5 11 

12 AB PAC is an independent expenditure-only political committee (“IEOPC”) that 

registered with the Commission in 2010.6 Brock served as its initial treasurer.7 13 AB PAC 

1

 FEC Form 2, Hillary Rodham Clinton Original 2015 Statement of Candidacy (Apr. 13, 2015); FEC Form 1, 

HFA Original Statement of Org. (Apr. 13, 2015).

2

 Evan Halper, David Brock, a Clinton Enemy from the 90s, Is Now Integral to Hillary’s Run, L.A. TIMES

(July 7, 2015), https://www.latimes.com/nation/la-na-clinton-david-brock-20150707-story.html (cited in Compl. at 4 

n.11 (Apr. 1, 2020)).

3

 Each of the four entities, MMA, AB PAC, AB Foundation, and CTR, reportedly share the same address. 

TigerClaws, David Brock’s Media Matters Allegedly Hid Income from IRS for Years, FREE REPUBLIC (Mar. 14, 

2017), https://www.freerepublic.com/focus/news/3534632/posts?page=23 (cited in Compl. at 11 n.34).

4

 Compl., Ex. 2 (MMA, Articles of Incorporation (Aug. 14, 2003)).

5

 Id.

6

 FEC Form 1, AB PAC Original Statement of Org. (Nov. 23, 2010). 

7

 Id. Rodell Mollineau, AB PAC’s current treasurer, assumed that position in 2012. FEC Form 1, AB PAC 

Amended Statement of Org. (Apr. 12, 2012). AB PAC formerly operated as American Bridge and American Bridge 

21st Century. FEC Form 1, AB PAC Original Statement of Org. (Nov. 23, 2010); FEC Form 1, AB PAC Amended 

Statement of Org. (Feb. 24, 2011).

MUR772600589
MUR 7726 (AB PAC) 

PROPOSED Factual & Legal Analysis

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ATTACHMENT A 

Page 4 of 17 

1 describes itself as “the largest research, video tracking, and rapid response organization in 

Democratic politics.”8 2 

3 AB Foundation is a 501(c)(4) organization that was incorporated in 2011; Brock served 

on its inaugural Board of Directors.9 4 AB Foundation’s stated purpose is to “advocate and 

5 research progressive solutions to America’s public policy concerns, and to educate the American 

people and nation’s leaders on progressive ideas.”10 6 

7 CTR is a multicandidate hybrid political committee that registered with the Commission 

on June 5, 2015.11 8 It reportedly was founded by Brock and was active primarily during the 2016 

election cycle.12 9 CTR was previously a project of AB PAC during the lead-up to the presidential 

primaries, but subsequently split off from AB PAC, its parent group.13 10 CTR’s stated purpose 

8

 About Us, AM. BRIDGE 21ST CENTURY, https://americanbridgepac.org/about-us/ (last visited Nov. 12, 

2020).

9

 Compl., Ex. 7 at 11 (AB Foundation, Articles of Incorporation (Mar. 1, 2011)).

10 Id.

11 FEC Form 1, CTR Original Statement of Org. (June 5, 2015).

12 See Matea Gold, How a Super PAC Plans to Coordinate Directly with Hillary Clinton’s Campaign, WASH.

POST (May 12, 2015), https://www.washingtonpost.com/news/post-politics/wp/2015/05/12/how-a-super-pac-plansto-coordinate-directly-with-hillary-clintons-campaign/ (cited in Compl. at 6 n.25, 13 n.41). CTR filed a termination 

report with the Commission on December 4, 2019, but, as of the date of this Report, remains an active political 

committee. FEC Form 3X, CTR Termination Report (Dec. 4, 2019).

As a hybrid PAC, CTR maintains a non-contribution account, to and from which it can deposit and 

withdraw funds raised in unlimited amounts from individuals, corporations, labor organizations, and other political 

committees. FEC Form 1, CTR Original Statement of Org. (June 5, 2015). The Commission issued guidance on the 

formation and operation of hybrid political committees following its agreement to a stipulated order and consent 

judgment in Carey v. FEC, Civ. No. 11-259-RMC (D.D.C. 2011), in which a non-connected committee sought to 

solicit and accept unlimited contributions in a separate bank account to make independent expenditures. See Press 

Release, FEC Statement on Carey v. FEC, Reporting Guidance for Political Committees that Maintain a NonContribution Account (Oct. 5, 2011).

13 See Gold, supra note 12. 

MUR772600590
MUR 7726 (AB PAC) 

PROPOSED Factual & Legal Analysis

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ATTACHMENT A 

Page 5 of 17 

1 was to “work in support of Hillary Clinton’s candidacy for President, aggressively responding to 

false attacks and misstatements.”14 2 

3 A. The Commission Dismisses the Allegation that AB PAC Failed to Report In4 Kind Contributions Received from MMA

5 The Complaint alleges that MMA made in-kind contributions to AB PAC in the form of 

6 “similar uncompensated services” which AB PAC received and failed to report. The Complaint 

does not specify a timeframe, but states that this occurred “at least during the 2016 election.”15 7 

8 It also does not describe the alleged uncompensated services or identify specific facts or sources 

9 that otherwise support the allegations. Instead, the Complaint asserts that it is “reasonable to 

10 infer” that MMA provided services to AB PAC “given [MMA’s] coordination with the Clinton 

11 campaign, its steadfast focus on undertaking activities designed to help get Hillary Clinton 

elected, and its shared office and goals with AB PAC.”16 12 In response, AB PAC argues that the 

13 allegations are “baseless” and that “mere speculation that a violation may have occurred, without 

facts to support the allegation, is not sufficient.”17 14 

15 The allegation in the Complaint is vague, speculative, and unsupported by the available 

16 information. Even if MMA “shared offices and goals” with AB PAC, which is not disputed, 

17 those facts alone do not establish that MMA provided services to AB PAC, let alone services that 

18 AB PAC failed to report. In sum, because the Complaint lacks sufficient information to support 

19 the allegation, and the Commission is unaware of other information that supports it, there is 

14 Id.

15 Compl. at 12.

16 Id. at 11-12. While the available information indicates that MMA shared an address with AB PAC and 

CTR, TigerClaws, supra note 3, the Commission been unable to determine whether these entities shared a single 

suite at that address.

17 Resp. at 4.

MUR772600591
MUR 7726 (AB PAC) 

PROPOSED Factual & Legal Analysis

Page 6 of 17

ATTACHMENT A 

Page 6 of 17 

1 insufficient indication that the alleged provision of uncompensated and unreported services 

occurred.18 2 Therefore, the Commission dismisses the allegation that AB PAC failed to report in3 kind contributions from MMA in violation of 52 U.S.C. § 30104(b)(3)(A) and 11 C.F.R. 

4 § 104.3(a). 

5 B. The Commission Dismisses the Allegation that AB PAC Filed Incorrect 

6 Disclosure Reports with the Commission Due to Its Estimated Cost-Sharing 

7 Arrangement with AB Foundation 

8 1. Facts

9 AB PAC and AB Foundation share administrative expenses including for staff, office 

10 space, and overhead, and AB Foundation reimburses AB PAC for its share of these expenses 

pursuant to a cost-sharing agreement.19 11 Regarding employee salaries, AB PAC disburses 

12 salaries of staff common to AB PAC and AB Foundation either on a prospective basis or 

13 retroactively reimburses funds to AB PAC for work done on its behalf in accordance with the 

“common paymaster” provisions of the Internal Revenue Code.20 14 

18 Statement of Reasons, Comm’rs Mason, Sandstrom, Smith, & Thomas at 1, MUR 4960 (Clinton for U.S. 

Exploratory Committee) (“The Commission may find ‘reason to believe’ only if a complaint sets forth sufficient 

specific facts, which, if proven true, would constitute a violation of the [Act].”).

19 See, e.g., Compl., Ex. 8 at 9 (AB Foundation, Financial Statements for the Year Ended December 31, 2015 

(June 6, 2018)). In its application for tax-exempt status in 2013, AB Foundation informed the Internal Revenue 

Service that it would share “resources, facilities, and employees” with AB PAC pursuant to a “cost-sharing 

agreement.” Compl., Ex. 7 at 6 (AB Foundation, Application for Tax-Exempt Status (May 21, 2013)).

20 See Factual & Legal Analysis at 5, MUR 7284 (American Bridge 21st Century) [hereinafter MUR 7284 

F&LA]. Under the common paymaster provisions in the Internal Revenue Code, two or more “related” entities, like 

AB PAC and AB Foundation, may employ the same individuals at the same time and pay these individuals through 

only one of the entities (the “common paymaster”), which is considered, for federal tax purposes, to be a single 

employer. 26 U.S.C. §§ 3121(s), 3306(p); Treas. Reg. §§ 31.3121(s)-1, 31.3306(p)-1. By using a common 

paymaster arrangement, related entities pay, in total, no more social security taxes than the organizations would pay 

were they a single entity, and each may deduct only its own part of the wages. Id.; Common Paymaster, IRS.GOV, 

https://www.irs.gov/government-entities/common-paymaster (last visited Nov. 12, 2020). The common paymaster 

is responsible for filing information and tax returns, issuing W-2 forms, and issuing the paychecks to the employee, 

while the other entity transfers its share of the employee expenses to the common paymaster. Id.

MUR772600592
MUR 7726 (AB PAC) 

PROPOSED Factual & Legal Analysis

Page 7 of 17

ATTACHMENT A 

Page 7 of 17 

1 According to AB Foundation’s available annual financial statements from 2015 through 

2 2018, prepared and signed by an independent auditor, AB Foundation and AB PAC do not have 

a “formal agreement relating to the allocation of expenses.”21 3 AB Foundation’s 2015 financial 

4 statement indicated that AB PAC and AB Foundation allocated expenses “based on management 

5 and budgeted estimates,” and the available financial statements for the subsequent years do not 

indicate the method by which the allocations were made.22 6 In its Response, AB PAC appears to 

7 acknowledge the use of estimates to allocate their shared costs, but do not provide any specific 

information.23 8 

9 During the period from 2011 to 2020, AB PAC reported 128 receipts from AB 

Foundation that totaled approximately $24.3 million.24 10 AB PAC reported the receipts on line 15 

11 of its FEC disclosure reports (as “offsets to operating expenditures”), most with the reported 

purpose of “Overhead & Staff Expenses” and some for “Overhead Expenses.”25 12 AB PAC also 

13 reported debts and obligations owed to AB Foundation for “Overhead & Staff Expenses” or 

21 Compl., Ex. 8 at 9 (AB Foundation, Financial Statements for the Year Ended December 31, 2015 (June 6, 

2018)); Compl., Ex. 9 at 10 (AB Foundation, Financial Statements for the Year Ended December 31, 2016 (Sept. 18, 

2018)); Compl., Ex. 10 at 10 (AB Foundation, Financial Statements for the Year Ended December 31, 2017 (June 7, 

2019)); Compl., Ex. 11 at 10 (AB Foundation, Financial Statements for the Year Ended December 31, 2018 (June 7, 

2019)).

22 Id.

23 See Resp. at 5 (“The Complaint provides no evidence that the budget estimates used by AB PAC and AB 

Foundation actually yielded incorrect reporting by AB PAC on its FEC reports.”).

24 See AB PAC 2011-2020 Receipts, FEC.GOV, https://www.fec.gov/data/receipts/?data_type=processed&

committee_id=C00492140&contributor_name=Foundation&two_year_transaction_period=2012&two_year_transac

tion_period=2014&two_year_transaction_period=2016&two_year_transaction_period=2018&two_year_transaction

_period=2020 (last visited Nov. 12, 2020).

25 See, e.g., FEC Form 3X, AB PAC Amended 2015 Mid-Year Report, Sched. A at 25 (Aug. 31, 2016), 

(itemizing $250,481.89 receipt from AB Foundation as “Overhead & Staff Expenses”).

MUR772600593
MUR 7726 (AB PAC) 

PROPOSED Factual & Legal Analysis

Page 8 of 17

ATTACHMENT A 

Page 8 of 17 

“Overhead Expenses” in 2011, 2013, and 2014.26 1 Based on a review of AB Foundation’s 

2 available financial statements, it appears that in 2015, AB Foundation reimbursed AB PAC for 

3 expenses based on an initial calculation of its allocation and later reported a debt owed by AB 

PAC which reflected a reconciliation of the initial allocation.27 4 

5 The Complaint alleges that “[t]o the extent that AB Foundation’s reimbursements to AB 

PAC are based on estimates and not actual costs, the amounts are not accurate.”28 6 Specifically, 

7 if AB Foundation’s actual shared costs are lower than those allocated, AB Foundation made 

8 unreported in-kind contributions to AB PAC. If AB Foundation’s actual shared costs are higher, 

AB PAC subsidized AB Foundation’s costs without properly reporting those disbursements.29 9 

10 The Response contends that the Complaint “provides no evidence that the estimates used by AB 

PAC and AB Foundation actually yielded incorrect reporting by AB PAC on its FEC reports.”30 11 

12 2. Legal Analysis

13 Political committees are required to report the identifying information of each person 

14 who makes an aggregate contribution in excess of $200 within the calendar year (or election 

26 See, e.g., FEC Form 3X, AB PAC Amended 2011 Mid-Year Report, Sched. D at 75 (May 24, 2012) 

(reporting outstanding debt of $24,154.29 to AB Foundation); FEC Form 3X, AB PAC 2013 Year-End Report, 

Sched. D at 538 (Jan. 31, 2014) (reporting outstanding debt of $136,665.66 to AB Foundation); FEC Form 3X, AB 

PAC Amended 2014 April Quarterly Report, Sched. D. at 380 (July 31, 2015) (reporting outstanding debt of 

$371,938.22 to AB Foundation).

27 Compl., Ex. 8 at 9 (AB Foundation, Financial Statements for the Year Ended December 31, 2015 (June 6, 

2018)). It does not appear that AB PAC reported this debt to the Commission. In its Response to the Complaint in 

MUR 7284, AB PAC stated that AB PAC and AB Foundation “engage in ongoing accounting and reconciliation” of 

their shared expenses. Resp. at 4 (Nov. 28, 2017), MUR 7284 (American Bridge 21st Century, et al.).

28 Compl. at 13. The Complaint does not suggest, or allege facts to support, that AB Foundation is a 

connected organization of AB PAC, or, conversely, that AB PAC should be considered a separate segregated fund 

(“SSF”) of AB Foundation. See 52 U.S.C. § 30118(b)(2)(C) (exempting from definition of “contribution” those 

payments by connected organization for SSF’s administrative costs); 11 C.F.R. § 114.1(a)(2)(iii) (same).

29 Compl. at 13.

30 Resp. at 5.

MUR772600594
MUR 7726 (AB PAC) 

PROPOSED Factual & Legal Analysis

Page 9 of 17

ATTACHMENT A 

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1 cycle, in the case of an authorized committee), together with the date and amount of any such 

contribution.31 Further, political committees are required to report their disbursements,32 2 as well 

as their outstanding debts and obligations.33 3 

4 The Commission has provided guidance to different types of political committees about 

5 the variety of methods available to share or allocate costs — such as use of advances or 

6 reimbursements for the expenses of staff shared with other entities — and the various methods 

7 available for reporting such costs, including through reporting reimbursements for shared costs 

as offsets to operating expenditures.34 8 

9 The cost-sharing agreement between AB Foundation and AB PAC was previously the 

10 subject of MUR 7284 (American Bridge 21st Century, et al.). The complaint in that matter 

11 alleged that AB PAC’s “utilization of the common paymaster arrangement [with AB Foundation] 

may have violated the reporting requirements” of the Act.35 12 The Commission concluded that the 

13 arrangement under which AB PAC paid shared employees’ salaries; received reimbursements 

31 52 U.S.C. § 30104(b)(3)(A); see also 11 C.F.R. § 104.13(a).

32 52 U.S.C. § 30104(b)(4)(H)(i). 

33 Id. § 30104(b)(8).

34 See, e.g., Advisory Op.1995-22 (DCCC) at 3 (approving of a particular method of reporting shared 

employee costs in which one entity reimburses another, while also noting that the approved method “is not the only 

permissible method” and noting that, “normally,” committees would report such reimbursements as “offsets to 

operating expenditures” like refunds); Advisory Op. 1980-38 (Allen) at 2 (“AO 1980-38”) (concluding that political 

committee may receive reimbursement payments from non-committee for shared costs, which should be reported as 

offsets to operating expenditures); Advisory Op. 1978-67 (Anderson) (superseded in part by AO 1980-38 on other 

grounds) (concluding that Act and Commission regulations do not prohibit shared use of facilities so long as costs 

are allocated appropriately and committee reports its own expenditures); see also 11 C.F.R. § 106.1 (setting out 

allocation rules); Advisory Op. 1988-24 (Dellums) (approving joint operations account pursuant to joint fundraising 

agreement between federal- and non-federal committees sharing operational costs, including common staff).

35 Compl. at 11, MUR 7284 (American Bridge 21st Century, et al.) (Oct. 9, 2017). More specifically, the 

Complaint alleged that AB PAC: (1) misreported receipts from AB Foundation as reimbursements for overhead and 

staff expenses when they were actually contributions; and (2) failed to properly reports specific transactions, 

including debts to AB Foundation. Id. at 11-13.

MUR772600595
MUR 7726 (AB PAC) 

PROPOSED Factual & Legal Analysis

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ATTACHMENT A 

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1 from AB Foundation for its share of employee costs; reported salary payments as disbursements 

2 on its reports; and reported the reimbursements from AB Foundation as offsets to operating 

3 expenditures “is generally permissible and does not, in itself, give rise to unspecified reporting 

violations.”36 4 However, the Commission explained that “[i]naccurate reporting of, or failure to 

5 report, transactions made pursuant to a common paymaster arrangement would be a violation . . . 

for the reason that committees must accurately report their activity.”37 6 

7 The instant Complaint alleges, more specifically, that to the extent AB PAC and AB 

8 Foundation allocated shared expenses using estimates and not actual amounts, it follows that AB 

PAC’s reporting of the allocated costs must be inaccurate.38 9 The Commission’s Factual and 

10 Legal Analysis in MUR 7284 did not directly address the use of estimates to allocate shared 

11 expenses, but it stated that “there is no basis for concluding that AB Foundation reimbursed AB 

12 PAC in excess of its own portion of the shared employees’ costs such that the payments 

represent AB Foundation’s contributions to AB PAC.”39 13 

14 The instant Complaint provides no information calling into question the accuracy of the 

15 estimates upon which AB PAC and AB Foundation relied when allocating their costs, and the 

16 Commission is aware of no such information. In MUR 7284, AB PAC represented to the 

17 Commission that the two entities engage in “ongoing accounting and reconciliation,” and AB 

18 Foundation’s financial statements show at least one instance where an initial allocation was 

36 MUR 7284 F&LA at 9-10.

37 Id. at 10.

38 Compl. at 13.

39 MUR 7284 F&LA at 10, 12.

MUR772600596
MUR 7726 (AB PAC) 

PROPOSED Factual & Legal Analysis

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ATTACHMENT A 

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determined to be incorrect and subsequently reconciled.40 1 Moreover, it is unclear whether AB 

2 PAC and AB Foundation continued to use “estimates” beyond 2015 — the only year for which 

3 AB Foundation represented in its available financial statements that allocations were determined 

4 based on estimates. Although there is a lack of information regarding how AB PAC and AB 

5 Foundation may have used estimates to determine cost allocations, the general notion of using 

6 approximations to allocate administrative costs such as overhead, staff time, and office space 

7 does not appear to be unreasonable. The Complaint has provided no evidence, and the 

8 Commission is aware of none, to reasonably infer that AB PAC and AB Foundation failed to 

9 base their allocations on good-faith estimates and in accordance with generally accepted 

accounting principles.41 10 In the absence of Commission regulations governing how such 

11 allocations should be made, there is no reasonable basis to warrant an investigation as to whether 

12 the estimates here were sufficiently accurate. 

13 Therefore, the Commission dismisses the allegation that AB PAC violated 52 U.S.C. 

14 § 30104(b)(3)(A) and 11 C.F.R. § 104.3(b) by submitting inaccurate disclosure reports to the 

15 Commission. 

40 Resp. at 4, MUR 7284 (American Bridge 21st Century, et al.); Compl., Ex. 8 at 9 (AB Foundation, 

Financial Statements for the Year Ended December 31, 2015 (June 6, 2018)) (“As of December 31, 2015, American 

Bridge owed the Foundation $293,187. This amount represented an overpayment by the Foundation to American 

Bridge during the year ended December 31, 2015.”). 

41 See supra notes 21-22 and accompanying text (explaining that AB Foundation’s financial statements, 

including the 2015 financial statement which referenced the estimates based on “management and budgeted 

estimates” were prepared and signed by a professional accounting firm).

MUR772600597
MUR 7726 (AB PAC) 

PROPOSED Factual & Legal Analysis

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ATTACHMENT A 

Page 12 of 17 

1 C. The Commission Dismisses the Allegation that AB PAC Made Unreported 

2 Excessive In-Kind Contributions

3 1. Facts

4 The Complaint alleges that independent expenditures reported by AB PAC during the 

5 2016 election opposing Clinton’s general election opponent, Donald J. Trump, were actually 

6 coordinated with the Clinton campaign and, therefore, should have been reported as in-kind 

contributions from AB PAC to HFA.42 7 

8 In support of the allegations, the Complaint submits a transitive theory of coordination 

9 based on the relationship between AB PAC and CTR, and that between CTR and HFA. The 

10 Complaint states that “AB PAC did not operate independently from CTR, which openly 

11 coordinated with Clinton’s campaign,” and thus “AB PAC’s pro-Clinton advertising could not 

have been independent [from HFA].”43 12 The Complaint points specifically to overlapping staff 

13 between AB PAC and CTR, namely, seven individuals who received simultaneous salary 

payments from both groups between April and November 2016, including Brock.44 14 

15 In response, AB PAC argues that the Complaint fails to identify any specific 

16 communication that satisfies the coordinated communication test at 11 C.F.R. § 109.21, and 

17 provides no evidence indicating that HFA had any material involvement in decisions concerning 

42 Compl. at 14. During the 2016 election cycle, AB PAC made $143,187.17 in independent expenditures, 

none of which supported Clinton, but $142,837.17 of which opposed her opponent, Donald Trump. See American 

Bridge 21st Century 2015-2016 Spending, FEC.GOV, https://www.fec.gov/data/committee/C00492140/?cycle=2016

&tab=spending (last visited Nov. 12, 2020).

43 Compl. at 14.

44 Id.

MUR772600598
MUR 7726 (AB PAC) 

PROPOSED Factual & Legal Analysis

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ATTACHMENT A 

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1 any AB PAC communications or that any of the overlapping AB PAC and CTR staff had 

substantial discussions with HFA relating to its plans, projects, activities, or needs.45 2 

3 2. Legal Analysis

4 An “independent expenditure” is an expenditure “for a communication expressly 

5 advocating the election or defeat of a clearly identified candidate” that is not coordinated with 

the candidate or the candidate’s committee.46 6 As discussed above, an expenditure made in 

7 cooperation, consultation, or concert with, or at the request or suggestion of, a candidate or a 

candidate’s authorized committee is treated as an in-kind contribution to that candidate.47 8 With 

9 respect to communications specifically, under the Commission’s coordinated communications 

10 regulation, the communication at issue must: (1) be paid for by a third party; (2) satisfy a 

“content” standard; and (3) satisfy a “conduct” standard.48 11 All three prongs are required to be 

12 considered a coordinated communication and treated as an in-kind contribution under 

Commission regulations.49 13 

14 The available information does not provide a reasonable basis to infer that AB PAC 

15 coordinated with HFA regarding its advertising that opposed Trump. As a threshold matter, the 

16 Complaint does not point to any specific communications purportedly coordinated with HFA, 

17 which is ordinarily required to conduct a coordinated communication analysis under the three18 part test at 11 C.F.R. § 109.21. Further, the available information is insufficient to indicate that, 

45 Resp. at 6.

46 11 C.F.R. § 100.16(a); 52 U.S.C. § 30101(17).

47 52 U.S.C. § 30116(a)(7)(B); see also 11 C.F.R. § 109.20. 

48 11 C.F.R. § 109.21.

49 Id. § 109.21(a).

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ATTACHMENT A 

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1 as a general matter, AB PAC interacted with HFA such that it would be reasonable to infer that 

2 AB PAC coordinated some or all of its political advertising with HFA.

3 The allegation in the Complaint is premised on AB PAC’s relationship with CTR, i.e., 

4 their overlapping staff, and CTR’s relationship with HFA, which allegedly involved systematic 

5 coordination. However, it does not necessarily follow, based exclusively on such associations, 

6 that AB PAC also coordinated with HFA, or that such coordination related to advertising 

7 opposing Clinton’s opponent. Stated otherwise, even if CTR staffers, who also worked for or 

8 were associated with AB PAC, engaged in coordinated activities with HFA, there is no 

indication that they did so in their capacities as AB PAC staffers.50 9 Thus, without more, the 

10 allegation that AB PAC impermissibly coordinated with HFA is insufficiently unsupported by 

the available information.51 11 

12 Therefore, the Commission dismisses the allegation that AB PAC made excessive in-kind 

13 contributions, which it failed to report in violation of 52 U.S.C. §§ 30104(b)(6)(B)(i), 

14 30116(a)(2)(A) and 11 C.F.R. §§ 104.3(b), 110.2(b). 

15 D. The Commission Dismisses the Allegation that AB PAC Made Unreported 

16 and Excessive In-Kind Contributions

17 1. Facts

18 The Complaint asserts that AB PAC “provided free research services to [a variety of 

19 Democratic] campaign committees so that the campaigns themselves would not have to pay for 

50 See, e.g., Advisory Op. 2005-02 at 10 (Corzine II) (explaining that an individual can act in multiple 

capacities during the same time period, and that whether an individual is operating on behalf of a person or an entity 

is a fact-based determination based on the conduct of both the individual and the person or entity on whose behalf he 

allegedly acts).

51 Statement of Reasons, Comm’rs Mason, Sandstrom, Smith, & Thomas at 1, MUR 4960 (Clinton for U.S. 

Exploratory Committee) (“The Commission may find ‘reason to believe’ only if a complaint sets forth sufficient 

specific facts, which, if proven true, would constitute a violation of the [Act].”).

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ATTACHMENT A 

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their own research.”52 1 The Complaint cites primarily to a 2012 news article that describes AB 

2 PAC as “the opposition research hub of the Democratic fundraising apparatus” and states that 

3 representatives “from the group are in communication daily with the top Democratic independent 

expenditure committees: Priorities USA, Majority PAC and House Majority PAC.”53 4 The news 

5 article quotes Chris Harris, AB PAC’s Communications Director, as stating: “Our research helps 

6 to inform their polling; their polling helps us decide where we want to do our media hits . . . . 

7 Our existence means that they don’t have to put trackers out there and they don’t have to do 

research.”54 8 The Complaint also cites to a 2014 news article that contains a quote from AB PAC 

9 President Brad Woodhouse stating, “there’s no organization that does the level of tracking and 

research that we do.”55 10 

11 Based entirely on information from the news articles, the Complaint alleges that AB PAC 

12 made unreported and excessive contributions to unidentified “campaign committees” in the form 

of “free research services.”56 13 In response, AB PAC argues “the Complaint provides no evidence 

14 that AB PAC ever provided research services to a campaign committee for free, let alone any 

evidence of which campaign committee might have received such services.”57 15 

52 Compl. at 14-15.

53 Id. at 15 (quoting Janie Lorber, American Bridge 21st Century Super PAC Is Hub of Left, ROLL CALL (Feb. 

10, 2012), https://www.rollcall.com/2012/02/10/american-bridge-21st-century-super-pac-is-hub-of-left/).

54 Lorber, supra note 53. 

55 Compl. at 15.

56 Id. at 15 n.45 (quoting Michelle Goldberg, How David Brock Built an Empire to Put Hillary in the White 

House, THE NATION (Nov. 25, 2014), https://www.thenation.com/article/archive/how-david-brock-built-empire-puthillary-white-house/). 

57 Resp. at 6 (emphasis in original).

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ATTACHMENT A 

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1 2. Legal Analysis

2 Under the Act and Commission regulations, the provision of goods or services “without 

3 charge or at a charge that is less than the usual and normal charge for such goods or services” is 

an in-kind contribution.58 4 “Examples of such goods or services include, but are not limited to: 

5 Securities, facilities, equipment, supplies, personnel, advertising services, membership lists, and 

mailing lists.”59 6 The Commission has concluded that the provision of certain information, 

7 including a contact list, research, and descriptions and analysis of poll results, may constitute inkind contributions.60 8 

9 At the outset, while the Complaint alleges that AB PAC provided uncompensated 

10 research services to “a variety of Democratic campaign committees,” the cited news articles in 

11 fact reference interactions between AB PAC and certain IEOPCs, with no mention of campaign 

committees.61 12 However, even considering the allegations in terms of uncompensated research 

13 services provided to IEOPCs, there is still insufficient information to support a finding of reason 

14 to believe as to the provision of uncompensated research services to unidentified IEOPCs. 

15 Although one of the news articles claims that AB PAC was “in communication daily” with 

16 IEOPCs and includes a quote from AB PAC’s Communications Director suggesting that AB 

17 PAC may have provided research — “Our research helps to inform their polling . . . they don’t 

18 have to do research” — neither of these statements indicate that AB PAC provided research 

58 11 C.F.R. § 100.52(d).

59 Id.

60 See F&LA at 13-20, MUR 6414 (Carnahan) (research services); Advisory Op. 1990-12 at 2 (Strub) 

(description and analysis of poll results); First Gen. Counsel’s Rpt. at 8-10, MUR 5409 (Norquist, et al.) (dispositive 

Commission opinion) (list of activists); Certification, MUR 5409 ¶ 2 (Norquist, et al.) (Oct. 20, 2004).

61 Goldberg, supra note 56; Lorber, supra note 53. 

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ATTACHMENT A 

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services to the recipient IEOPCs without compensation.62 1 In sum, this allegation is speculative 

and not supported by the available information.63 2 

3 Therefore, the Commission dismisses the allegation that AB PAC made unreported and 

4 excessive in-kind contributions to unidentified committees in violation of 52 U.S.C. 

5 §§ 30104(b)(6)(B)(i), 30116(a)(2)(A) and 11 C.F.R. §§ 104.3(b), 110.2(b). 

62 Lorber, supra note 53. 

63 Statement of Reasons at 1, Comm’rs Mason, Sandstrom, Smith & Thomas, MUR 4960 (Hillary Rodham 

Clinton for U.S. Senate Exploratory Comm., et al.). 

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Page 1 of 21

1 FEDERAL ELECTION COMMISSION

2 PROPOSED FACTUAL AND LEGAL ANALYSIS

3 RESPONDENTS: Media Matters for America MUR: 7726 

4 Correct the Record and Elizabeth Cohen in her official 

5 capacity as treasurer

6 Hillary for America and Elizabeth Jones in her official 

7 capacity as treasurer 

8 I. INTRODUCTION

9 This matter was generated by a complaint filed with the Federal Election Commission by 

10 Craig Robinson and the Patriots Foundation. The Complaint makes various allegations that a 

11 network of political committees and organizations allegedly established or controlled by political 

12 operative David Brock as well as Hillary for America and Elizabeth Jones in her official capacity 

13 as treasurer (“HFA”), the authorized committee of 2016 presidential candidate Hillary R. 

14 Clinton, violated the Federal Campaign Act of 1971, as amended (the “Act”), and Commission 

15 regulations. The network of organizations allegedly established or controlled by Brock include 

16 Media Matters for America (“MMA”), and Correct the Record and Elizabeth Cohen in her 

17 official capacity as treasurer (“CTR”). Respondents submitted a joint Response denying the 

18 allegations.

19 First, the Complaint alleges that, during the 2016 election, MMA made impermissible in20 kind corporate contributions to HFA in the form of “media services” provided without charge. 

21 The Response argues that the alleged activities did not amount to an in-kind contribution because 

22 they were conducted to directly support free internet communications and, thus, exempt from the 

23 definition of “public communication.” The only alleged instance of coordination between MMA 

24 and HFA before the Commission relates to an article that MMA published on its website, 

25 apparently covered by the internet exemption. Therefore, the Commission finds no reason to 

MUR772600604
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ATTACHMENT B 

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1 believe that MMA made, and HFA knowingly accepted or received and failed to report, in-kind 

2 corporate contributions in violation of 52 U.S.C. §§ 30104(b)(3)(A), 30118(a) and 11 C.F.R. 

3 §§ 104.3(a), 114.2. 

4 Second, the Complaint alleges that, during the 2016 election, MMA made in-kind 

5 contributions to CTR in the form of “uncompensated services,” which CTR failed to report. The 

6 Complaint asserts that it is “reasonable to infer” that MMA provided unspecified services to 

7 CTR based on their shared physical address and goal of helping to elect Clinton. The Response 

8 argues that the Complaint fails to adequately allege any violation of the Act. Because the 

9 allegations are vague, speculative, and unsupported by the available information, the 

10 Commission dismisses the allegations that CTR failed to report in-kind contributions from MMA 

11 in violation of 52 U.S.C. § 30104(b)(3)(A) and 11 C.F.R. § 104.3(a). 

12 Third, the Complaint alleges that, during the 2016 election, CTR “systematically 

13 coordinated” with the Clinton campaign, resulting in CTR making unreported, excessive in-kind 

14 contributions to HFA. The Response argues that the Complaint provides no evidence that CTR 

15 made any expenditures in support of Clinton beyond those incurred in connection with exempted 

16 internet communications. However, the available information contains multiple examples of 

17 expenditures by CTR that appear to have been coordinated with HFA for activities not covered 

18 by the internet exemption, such as expenditures for travel, fundraising, and polling. Therefore, 

19 the Commission finds reason to believe that CTR made, and HFA knowingly accepted and failed 

20 to report, excessive in-kind contributions in violation of 52 U.S.C. §§ 30104(b)(3)(A), 

21 30116(a)(2)(A) and 11 C.F.R. §§ 104.3(b), 110.2(b). 

22 Fourth, the Complaint alleges that HFA should have reported independent expenditures 

23 made by AB PAC and Rodell Mollineau in his official capacity as treasurer (“AB PAC”), 

MUR772600605
MUR 7726 (Media Matters for America, et al.) 

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ATTACHMENT B 

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1 another entity allegedly formed or controlled by Brock, as in-kind contributions. The Complaint 

2 argues that the independent expenditures, which opposed Donald J. Trump, Clinton’s general 

3 election opponent, were in-kind contributions to HFA because AB PAC “did not operate 

4 independently” of CTR which, pursuant to the above allegation, “openly coordinated” with HFA. 

5 The Response argues that the Complaint fails to point to any specific AB PAC communication 

6 that satisfies the Commission’s coordinated communication test at 11 C.F.R. § 109.21. The 

7 available information, including the alleged association between CTR and HFA, is insufficient to 

8 infer that HFA, by extension, coordinated with AB PAC. Therefore, the Commission dismisses

9 the allegation that HFA knowingly accepted unreported, excessive in-kind contributions in 

10 violation of 52 U.S.C. §§ 30104(b)(3)(A), 30116(f) and 11 C.F.R. §§ 104.3(a), 110.9. 

11 II. FACTUAL AND LEGAL ANALYSIS

12 Hillary R. Clinton was a candidate for president in 2016, and HFA was her authorized 

committee.1 David Brock is reportedly a Democratic political operative.2 13 He was involved in 

the creation or operation of the entities described below.3 14 

1

 FEC Form 2, Hillary Rodham Clinton Original 2015 Statement of Candidacy (Apr. 13, 2015); FEC Form 1, 

HFA Original Statement of Org. (Apr. 13, 2015).

2

 Evan Halper, David Brock, a Clinton Enemy from the 90s, Is Now Integral to Hillary’s Run, L.A. TIMES

(July 7, 2015), https://www.latimes.com/nation/la-na-clinton-david-brock-20150707-story.html (cited in Compl. at 4 

n.11 (Apr. 1, 2020)).

3

 Each of the entities, MMA, AB PAC, and CTR, reportedly share the same address. TigerClaws, David 

Brock’s Media Matters Allegedly Hid Income from IRS for Years, FREE REPUBLIC (Mar. 14, 2017), 

https://www.freerepublic.com/focus/news/3534632/posts?page=23 (cited in Compl. at 11 n.34).

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1 MMA is a 501(c)(3) organization that was incorporated in 2003; Brock served on its 

inaugural Board of Directors.4 2 MMA’s stated purpose is “ensuring accuracy, fairness, and a 

balance of diverse views in the media through research, public education, and advocacy.”5 3 

4 CTR is a multicandidate hybrid political committee that registered with the Commission 

on June 5, 2015.6 5 It reportedly was founded by Brock and was active primarily during the 2016 

election cycle.7 6 CTR was previously a project of AB PAC during the lead-up to the presidential 

primaries, but subsequently split off from AB PAC, its parent group.8 7 CTR’s stated purpose was 

8 to “work in support of Hillary Clinton’s candidacy for President, aggressively responding to false 

attacks and misstatements.”9 9 

4

 Compl., Ex. 2 (MMA, Articles of Incorporation (Aug. 14, 2003)).

5

 Id.

6

 FEC Form 1, CTR Original Statement of Org. (June 5, 2015).

7

 See Matea Gold, How a Super PAC Plans to Coordinate Directly with Hillary Clinton’s Campaign, WASH.

POST (May 12, 2015), https://www.washingtonpost.com/news/post-politics/wp/2015/05/12/how-a-super-pac-plansto-coordinate-directly-with-hillary-clintons-campaign/ (cited in Compl. at 6 n.25, 13 n.41). CTR filed a termination 

report with the Commission on December 4, 2019, but remains an active political committee. FEC Form 3X, CTR 

Termination Report (Dec. 4, 2019).

As a hybrid PAC, CTR maintains a non-contribution account, to and from which it can deposit and 

withdraw funds raised in unlimited amounts from individuals, corporations, labor organizations, and other political 

committees. FEC Form 1, CTR Original Statement of Org. (June 5, 2015). The Commission issued guidance on the 

formation and operation of hybrid political committees following its agreement to a stipulated order and consent 

judgment in Carey v. FEC, Civ. No. 11-259-RMC (D.D.C. 2011), in which a non-connected committee sought to 

solicit and accept unlimited contributions in a separate bank account to make independent expenditures. See Press 

Release, FEC Statement on Carey v. FEC, Reporting Guidance for Political Committees that Maintain a NonContribution Account (Oct. 5, 2011).

8

 See Gold, supra note 7. 

9

 Id.

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MUR 7726 (Media Matters for America, et al.) 

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ATTACHMENT B 

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1 A. The Commission Finds No Reason to Believe that MMA Made, and HFA 

2 Accepted and Failed to Report, In-Kind Corporate Contributions

3 1. Facts

4 The Complaint asserts that, during the 2016 election, MMA provided “media services to 

the Clinton campaign without charge.”10 5 In support, the Complaint first cites to a December 19, 

6 2016, news article published by New Republic that summarizes interviews with former MMA 

7 staff who reportedly described how, in the lead-up to Clinton’s announcement of her candidacy 

in April 2015, MMA’s “priority shifted . . . towards running defense for Clinton.”11 8 

9 The Complaint next cites to a hacked July 25, 2015, memorandum from unidentified 

10 senior HFA staff to Clinton that generally noted a strategy of “[w]ork[ing] with [MMA] to 

highlight examples of when the press won’t cover the same issues with Republicans.”12 11 The 

12 Complaint also cites to a hacked HFA email from Press Secretary Nick Merrill to another HFA 

13 staffer, dated January 5, 2016, which states that “[MMA] is ready to push back on a Vanity Fair 

14 article about [Clinton campaign vice chair] Huma Abedin . . . . We have [MMA], CTR, and core 

surrogates lined up . . . .”13 15 Finally, the Complaint points to a January 6, 2016, article that MMA 

published on its website attacking the claims about Abedin in the Vanity Fair article.14 16 

10 Compl. at 3.

11 Clio Chang & Alex Shephard, What Happens to Media Matters in a Post-Hillary World?, NEW REPUBLIC

(Dec. 19, 2016), https://newrepublic.com/article/139385/happens-media-matters-post-hillary-world (cited in Compl. 

at 3 n.5).

12 Compl., Ex. 5 (Memorandum from HFA Senior Staff to Hillary Rodham Clinton (July 25, 2015)).

13 Alex Pfeiffer, Clinton Campaign Planned to Work with Media Matters, Leaks Reveal, DAILY CALLER

(Nov. 4, 2016), https://dailycaller.com/2016/11/04/clinton-campaign-worked-with-media-matters-leaks-reveal/

(cited in Compl. at 3 n.7, 12 n.37) (discussing and linking to internal campaign email obtained by WikiLeaks).

14 Brennan Suen, Vanity Fair’s Huma Abedin Hit Piece By the Numbers, MMA (Jan. 6, 2016), https://www.

mediamatters.org/hillary-clinton/vanity-fairs-huma-abedin-hit-piece-numbers. 

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1 The Complaint asserts that the January 6, 2016, post on MMA’s website “confirm[s]” 

that MMA coordinated with HFA.15 2 HFA reported no disbursements to MMA or the receipt of 

3 any in-kind contributions from MMA during the 2016 election cycle. 

4 Based on this information, the Complaint alleges that MMA made, and HFA knowingly 

accepted or received and failed to report, prohibited in-kind corporate contributions.16 5 In their 

6 joint Response, MMA and HFA argue that, to the extent that MMA coordinated with HFA in 

7 connection with the January 6, 2016, article posted on MMA’s website, there was no in-kind 

8 contribution “because these activities were all conducted to directly support free internet 

communications.”17 9 

10 2. Legal Analysis

11 The Act defines a contribution as “any gift, subscription, loan, advance, or deposit of 

12 money or anything of value made by any person for the purpose of influencing any election for 

Federal office.”18 13 Commission regulations provide that the phrase “anything of value includes 

all in-kind contributions.”19 14 In-kind contributions include coordinated communications, subject 

15 to a three-part test codified at 11 C.F.R. § 109.21; coordinated expenditures, defined at 11 C.F.R. 

16 § 109.20(a); and the provision of “goods or services,” defined at 11 C.F.R. § 100.52(d). 

15 Compl. at 4.

16 Id. at 11-12.

17 Resp. at 3 (July 7, 2020); see id. at 4 (“There is no evidence that [MMA] highlighted the press hypocrisy of 

interest to HFA by any means other than through free internet communications.”).

18 52 U.S.C. § 30101(8)(A)(i); see also id. § 30101(9)(A)(i) (defining “expenditure” as “any purchase, 

payment, distribution, loan, advance, deposit, or gift of money or anything of value, made by any person for the 

purpose of influencing any election for Federal office”).

19 11 C.F.R. § 100.52(d).

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1 Under the Commission’s coordinated communication regulation, the communication at 

2 issue must: (1) be paid for by a third party; (2) satisfy a “content” standard; and (3) satisfy a 

“conduct” standard.20 3 All three prongs are required for a communication to be considered a 

coordinated communication and treated as an in-kind contribution under this regulation.21 4 

5 Separately, an expenditure (for something other than a communication) is considered to be a 

6 coordinated expenditure and treated as an in-kind contribution if it is “made in cooperation, 

7 consultation or concert with, or at the request or suggestion of, a candidate, a candidate’s 

authorized committee, or a political party committee.”22 8 Finally, the provision of “goods or 

9 services without charge or at a charge that is less than the usual and normal charge” constitutes 

an in-kind contribution.23 10 Examples of goods or services include “[s]ecurities, facilities, 

equipment, supplies, personnel, advertising services, membership lists, and mailing lists.”24 11 

12 The Act prohibits corporations from making contributions to a candidate or authorized 

13 committee and similarly provides that no person shall knowingly accept a prohibited corporate 

20 Id. § 109.21. Content standards include: (1) electioneering communications; (2) a public communication 

that disseminates, distributes, or republishes campaign materials; (3) a public communication containing express 

advocacy; (4) a public communication that, in relevant part, refers to a clearly identified House or Senate candidate, 

and is publicly distributed or disseminated 90 days or fewer before a primary, general, or special election, and is 

directed to voters in the jurisdiction of the clearly identified candidate; and (5) a public communication that is the 

functional equivalent of express advocacy. Id. § 109.21(c).

Conduct standards include: (1) request or suggestion; (2) material involvement; (3) substantial discussion; 

(4) common vendor; and (5) former employee or independent contractor. Id. § 109.21(d)(1)-(5). A sixth conduct 

standard describes how the other conduct standards apply when a communication republishes campaign materials. 

Id. § 109.21(d)(6).

21 Id. § 109.21(a).

22 Id. § 109.20(a); see 52 U.S.C. § 30116(a)(7)(B)(i); Coordinated and Independent Expenditures, 68 Fed. 

Reg. 421, 425 (Jan. 3, 2003) (clarifying that section 109.20(b) applies to “expenditures that are not made for 

communications”); Advisory Op. 2011-14 at 4 (“AO 2011-14”) (Utah Bankers Ass’n).

23 11 C.F.R. § 100.52(d)(1).

24 Id.

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contribution.25 1 Political committees are required to report the identifying information of each 

2 person who makes an aggregate contribution in excess of $200 within the calendar year (or 

3 election cycle, in the case of an authorized committee), together with the date and amount of any 

such contribution.26 4 

5 At the outset, certain documents cited by the Complaint in support of the allegations, 

6 principally including an internal HFA strategy memo and an internal HFA email, are the 

7 products of a state-sponsored hack-and-release operation designed to interfere with the 2016 

election. The Commission declines to consider this information.27 8 

9 As explained below, the Complaint points to an article MMA published on its website on 

10 January 6, 2016, that was allegedly the product of coordination between HFA and MMA. The 

11 article, however, appears not to fall under the definition of “coordinated communication” in 

12 Commission regulations because the “content prong” of the three-part “coordinated 

13 communication” test is not satisfied. The content standards all require an “electioneering 

25 52 U.S.C. § 30118(a); see also 11 C.F.R. § 114.2.

26 52 U.S.C. § 30104(b)(3)(A); see also 11 C.F.R. § 104.3(a).

27 The case law indicates that federal agencies may consider stolen documents in administrative proceedings, 

as long as the as the agency was not involved in the underlying criminal act. See, e.g., Nat’l Labor Relations Bd. v. 

S. Bay Daily Breeze, 415 F.2d 360, 364 (9th Cir. 1969); Knoll Associates, Inc. v. Fed. Trade Comm’n, 397 F.2d 530, 

533 (7th Cir. 1968). The facts presented in those matters, however, do not involve state-sponsored efforts that the 

U.S. Intelligence Community and Department of Justice deemed an attack on the American democratic process. See 

NATIONAL INTELLIGENCE COUNCIL, INTELLIGENCE COMMUNITY ASSESSMENT 2017-01D, ASSESSING RUSSIAN 

ACTIVITIES AND INTENTIONS IN RECENT US ELECTIONS at ii (Jan. 6, 2017); ROBERT S. MUELLER, III, SPECIAL 

COUNSEL, U.S. DEP’T OF JUSTICE, SPECIAL COUNSEL’S REPORT, REPORT ON THE INVESTIGATION INTO RUSSIAN 

INTERFERENCE IN THE 2016 PRESIDENTIAL ELECTION 3, 13 (Mar. 2019). The Commission has observed that foreign 

cyberattacks “present unique challenges to both criminal prosecution and civil enforcement,” and “fulfilling its 

‘obligation to preserve the basic conception of a political community’ under section 30121 cannot hinge solely on 

prosecution of foreign violators abroad,” but instead “requires that countermeasures be taken within the United 

States.” Advisory Op. 2018-12 at 8 (DDC) (quoting Bluman v. FEC, 800 F. Supp. 2d 281, 287 (D.D.C. 2011), aff’d

565 U.S. 1104 (2012)).

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1 communication” or a “public communication,” neither of which applies to the MMA web 

posting.28 2 

3 An electioneering communication is “any broadcast, cable, or satellite communication” 

4 that refers to a “clearly identified candidate for Federal office,” is publicly distributed within a 

certain time before an election, and meets certain requirements regarding the audience.29 5 The 

6 article was published on the internet, not broadcast, cable, or satellite, and therefore was not an 

7 electioneering communication. 

8 A public communication is “a communication by means of any broadcast, cable, or 

9 satellite communication, newspaper, magazine, outdoor advertising facility, mass mailing, or 

telephone bank to the general public, or any other form of general public political advertising.”30 10 

11 Commission regulations provide that public communications “shall not include communications 

12 over the Internet, except for communications placed for a fee on another person’s Web site,” a 

provision referred to as the “internet exemption.”31 13 The internet exemption appears to apply to 

14 the article because it was published on MMA’s own website and there is no indication that MMA 

15 also placed it for a fee on another person’s website. 

16 The article is the only discrete instance of alleged coordination identified by the 

17 Complaint. In addition, the available information does not otherwise suggest or indicate that 

18 MMA made any coordinated expenditure on behalf of HFA, or that MMA provided HFA with 

19 any goods or services without proper charge. The reported statement from MMA staffers in an 

28 See supra note 20; AO 2011-14 at 5.

29 52 U.S.C. § 30104(f)(3) (definition of electioneering communication); 11 C.F.R. § 109.29 (same).

30 52 U.S.C. § 30101(22) (definition of public communication); 11 C.F.R. § 100.26 (same).

31 11 C.F.R. § 100.26.

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1 April 2015 news article about “running defense” for Clinton, even if suggestive, does not itself 

2 indicate that MMA coordinated with HFA because such a “defense” could have been conducted 

3 without any coordination. 

4 Therefore, the Commission finds no reason to believe MMA made, and HFA knowingly 

5 accepted or received and failed to report, in-kind corporate contributions in violation of 52 

6 U.S.C. §§ 30104(b)(3)(A), 30118(a) and 11 C.F.R. §§ 104.3(a), 114.2. 

7 B. The Commission Dismisses the Allegation that CTR Failed to Report In8 Kind Contributions Received from MMA

9 The Complaint alleges that MMA made in-kind contributions to CTR in the form of 

10 “similar uncompensated services” — apparently referencing the “media services” that MMA 

11 allegedly provided to HFA in connection with the above allegation — which CTR received and 

12 failed to report. The Complaint does not specify a timeframe, but states that this occurred “at 

least during the 2016 election.”32 13 It also does not describe the alleged uncompensated services 

14 or identify specific facts or sources that otherwise support the allegations. Instead, the 

15 Complaint asserts that it is “reasonable to infer” that MMA provided services to CTR “given 

16 [MMA’s] coordination with the Clinton campaign, its steadfast focus on undertaking activities 

designed to help get Hillary Clinton elected, and its shared office and goals with . . . CTR.”33 17 In 

18 response, CTR argues that the allegation is “baseless” and that “mere speculation that a violation 

may have occurred, without facts to support the allegation, is not sufficient.”34 19 

32 Compl. at 12.

33 Id. at 11-12. While the available information indicates that MMA shared an address with CTR, 

TigerClaws, supra note 3, the Commission been unable to determine whether these entities shared a single suite at 

that address.

34 Resp. at 4.

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1 The allegation in the Complaint is vague, speculative, and unsupported by the available 

2 information. Even if MMA “shared offices and goals” with CTR, which is not disputed, those 

3 facts alone do not establish that MMA provided services to CTR, let alone services that CTR 

4 failed to report. In sum, because the Complaint lacks sufficient information to support the 

5 allegation, and the Commission is unaware of other information that supports it, there is 

6 insufficient indication that the alleged provision of uncompensated and unreported services 

occurred.35 7 Therefore, the Commission dismisses the allegation that CTR failed to report in-kind 

8 contributions from MMA in violation of 52 U.S.C. § 30104(b)(3)(A) and 11 C.F.R. § 104.3(a). 

9 C. The Commission Finds Reason to Believe that CTR Made, and HFA 

10 Knowingly Accepted and Failed to Report, Excessive In-Kind Contributions

11 1. Facts

12 On April 13, 2015, Clinton filed a Statement of Candidacy with the Commission for the 

2016 presidential election, designating HFA as her principal campaign committee.36 13 Less than a 

14 month later, on May 12, 2015, CTR announced that it was splitting off from AB PAC and, on 

June 5, 2015, CTR registered with the Commission.37 15 In its press release announcing its 

16 establishment as a separate committee, CTR President Brad Woodhouse stated that CTR would 

“work in support of Hillary Clinton’s candidacy for President.”38 17 CTR stated in the same press 

35 Statement of Reasons, Comm’rs Mason, Sandstrom, Smith, & Thomas at 1, MUR 4960 (Clinton for U.S. 

Exploratory Committee) (“The Commission may find ‘reason to believe’ only if a complaint sets forth sufficient 

specific facts, which, if proven true, would constitute a violation of the [Act].”).

36 FEC Form 2, Hillary Rodham Clinton Original 2015 Statement of Candidacy (Apr. 13, 2015); FEC Form 1, 

HFA Original Statement of Org. (Apr. 13, 2015).

37 Press Release, Correct the Record, Correct the Record Launches as New Pro-Clinton SuperPAC (May 12, 

2015) [hereinafter CTR Press Release], http://correctrecord.org/correct-the-record-launches-as-new-pro-clintonsuperpac/ [https://web.archive.org/web/20150908044706/http://correctrecord.org/correct-the-record-launches-asnew-pro-clinton-superpac/]; FEC Form 1, CTR Original Statement of Org. (June 5, 2015).

38 CTR Press Release.

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1 release that it would “not be engaged in paid media and thus will be allowed to coordinate with 

campaigns and Party Committees.”39 2 In another statement to the press several days later, a CTR 

3 spokesperson further explained that “FEC rules permit some activity — in particular activity on 

4 an organization’s website, in email, and on social media — to be legally coordinated with 

candidates and political parties.”40 5 

6 Over the course of the 2016 election cycle, CTR raised $9.63 million and spent $9.61 

million, none of which was reported as independent expenditures.41 7 Although it reported 

8 disbursements for some communication-specific purposes, the bulk of CTR’s reported 

disbursements were for purposes that were not communication-specific.42 9 CTR’s and HFA’s 

10 disclosure reports identify only two transactions between them, both near the time that CTR split 

from AB PAC.43 11 

12 CTR and its officers’ public statements illustrate how CTR coordinated with HFA while 

13 conducting its activities and that it existed exclusively for the purpose of electing Clinton. For 

14 example, Brock, CTR’s founder, explained in a December 2016 podcast interview that CTR 

39 Id. (quoting CTR President Brad Woodhouse). 

40 Gold, supra note 7. 

41 See Correct the Record 2015-2016 Raising, FEC.GOV, https://www.fec.gov/data/committee/C00578997/?

cycle=2016&tab=raising (last visited Nov. 12, 2020); Correct the Record 2015-2016 Spending, FEC.GOV, https://

www.fec.gov/data/committee/C00578997/?cycle=2016&tab=spending (last visited Nov. 12, 2020).

42 See Correct the Record 2015-2016 Disbursements, FEC.GOV, https://www.fec.gov/data/disbursements/?

two_year_transaction_period=2016&data_type=processed&committee_id=C00578997&min_date=01%2F01%2F20

15&max_date=12%2F31%2F2016 (last visited Nov. 12, 2020). These include disbursements for payroll, salary, 

travel, lodging, meals, rent, fundraising consulting, computers, digital software, domain services, email services, 

equipment, event tickets, hardware, insurance, office supplies, parking, and shipping.

43 On May 27, 2015, HFA disbursed $275,615 to CTR for “research, non-contribution account.” FEC Form 

3P, HFA Amended 2015 July Quarterly Report, Sched. B-P at 13,869 (Sept. 3, 2015). On July 17, 2015, HFA 

disbursed $6,346 to CTR for “research services.” FEC Form 3P, HFA Amended 2015 October Quarterly Report, 

Sched. B-P at 16,745 (July 5, 2016).

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maintained a “coordinated status” with HFA.”44 1 Brock noted how he would speak with senior 

2 HFA officials, such as Campaign Manager Robbie Mook and Campaign Chairman John Podesta 

on issues pertaining to the election,45 3 and described CTR as “a surrogate arm” of the Clinton 

campaign.46 4 

5 The Complaint alleges that CTR “systematically coordinated its activities with the 

6 Clinton campaign” and provided HFA with, inter alia, “travel, fundraising, general consulting, 

staff salary, and overhead” for which it was not reimbursed.47 7 The Complaint asserts that such 

expenses “are not related to exempt communications.”48 8 In their joint Response, CTR and HFA 

9 concede that “[if] CTR made expenditures unrelated to its communications activities in support 

10 of . . . Clinton’s candidacy, such expenditures would be in-kind contributions to HFA,” but argue 

that “the Complaint provides no evidence that any such expenditures were made.”49 11 

12 The same allegations were previously addressed in MURs 6940, 7097, 7146, 7160, 7193 

13 (Correct the Record, et al.), to which the instant Complaint generally cites as the sole support for 

44 David Brock: Clinton Campaign Allowed Her Image “To Be Destroyed,” POLITICO’S OFF MESSAGE 

PODCAST at 31:50 (Dec. 12, 2016) [hereinafter Politico Podcast], https://podcasts.apple.com/us/podcast/david-brockclinton-campaign-allowed-her-image-to-be/id987591126?i=1000378857971. 

45 Id. at 27:30, 32:10.

46 Id. at 28:20.

47 Compl. at 13-14.

48 Id. at 14.

49 Resp. at 5.

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the allegations here.

50 1 In the previous matter, the Commission failed to garner sufficient votes to 

approve this Office’s recommendation to find reason to believe and voted to close the file.51 2 

3 2. Legal Analysis

4 The Act prohibits any person from making, and any candidate or committee from 

knowingly accepting, an excessive contribution.52 5 Multicandidate committees, such as CTR, 

may contribute to a candidate and his or her authorized committee up to $5,000 per election.53 6 

7 Committee treasurers are required to disclose the identification of each political committee that 

8 makes a contribution to the reporting committee during the reporting period, along with the date 

and amount of any such contribution.54 9 If a committee makes a contribution, it shall disclose the 

name and address of the recipient.55 10 

50 See Compl. at 14 & n.43.

51 See First Gen. Counsel’s Rpt. at 7-25, MURs 6940, 7097, 7146, 7160, 7193 (Correct the Record, et al.); 

Amended Certification ¶¶ 1(a), 5, MURs 6940, 7097, 7146, 7160, 7193 (Correct the Record, et al.) (June 13, 2019).

The complainants filed a civil action against the Commission challenging the Commission’s resolution of 

the matter. Amended Compl., Campaign Legal Center v. FEC, No. 1:19-cv-02336-JEB, 2019 WL 8161677 (D.D.C. 

Oct. 29, 2019); see 52 U.S.C. § 30109(a)(8). CTR and HFA intervened after the Commission failed to garner 

sufficient votes to defend the suit, and subsequently moved to dismiss the Complaint, arguing both that the plaintiff 

lacked standing and had failed to state a claim upon which relief could be granted. Campaign Legal Center v. FEC, 

334 F.R.D. 1, 1 (D.D.C. Nov. 15, 2019) (granting motion to intervene, noting that “[t]he Commission, however, 

could not garner the four votes needed to defend its dismissal in this Court. And now the respondents to CLC’s 

administrative complaint — Correct the Record, a political-action committee, and Hillary for America — have 

moved to intervene as defendants here. The result, then, is that Intervenors would effectively take the defaulting 

FEC’s place in this suit”); Amended Mot. to Dismiss, Campaign Legal Center v. FEC, No. 1:19-cv-02336-JEB, 

2020 WL 1074649 (D.D.C. Feb. 4, 2020). The court denied the motion, holding that: (1) the plaintiff had standing; 

and (2) the plaintiff adequately stated claims under both the Act and the Administrative Procedure Act that the 

Commission’s dismissal of the matter was “contrary to law.” Campaign Legal Center v. FEC at *9, *10-15, No. 

1:19-cv-02336-JEB, 2020 WL 2996592 (D.D.C. June 4, 2020).

52 52 U.S.C. § 30116(a), (f); 11 C.F.R. §§ 110.1(b)(1), 110.9.

53 52 U.S.C. § 30116(a)(2).

54 Id. § 30104(b)(3)(B); 11 C.F.R. § 104.3(a).

55 52 U.S.C. § 30104(b)(6)(B)(i); 11 C.F.R. § 104.3(b).

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1 As discussed above, Commission regulations provide a three-part test, consisting of a 

2 payment prong, content prong, and conduct prong, all of which must be satisfied for a given 

communication to be coordinated and thus treated as an-kind contribution.56 3 Relevant here, 

4 under the content prong, the definition of “public communication” “shall not include 

5 communications over the Internet, except for communications placed for a fee on another 

person’s Web site,” referred to as the “internet exemption.”57 6 An expenditure — for something 

7 other than a communication — is considered to be coordinated and thus treated as an in-kind 

8 contribution if the expenditure is “made in cooperation, consultation or concert with, or at the 

9 request or suggestion of, a candidate, a candidate’s authorized committee, or a political party 

committee.”58 10 

11 The available information shows that CTR systematically coordinated with HFA on its 

12 activities. From its first week of existence as a separate entity, as evidenced by the press release 

13 announcing its establishment, CTR has consistently stated that the entirety of its work would be 

made for the purpose of benefiting Clinton and in coordination with her campaign.59 14 Brock 

15 publicly explained the “coordinated status” of CTR and described CTR as “a surrogate arm” of 

HFA.60 16 Contrary to CTR’s argument and in contrast to the situation discussed above concerning 

17 MMA’s article, the available information supports the conclusion that much of CTR’s 

56 11 C.F.R. § 109.21. 

57 See id. §§ 109.21(c), 100.26. 

58 Id. § 109.20(a); see also 52 U.S.C. § 30116(a)(7)(B)(i); Coordinated and Independent Expenditures, 68 

Fed. Reg. 421, 425 (Jan. 3, 2003) (clarifying that section 109.20(b) applies to “expenditures that are not made for 

communications”); AO 2011-14 at 4.

59 CTR Press Release.

60 Politico Podcast at 27:30, 32:10.

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1 approximately $9 million in disbursements for activity during the 2016 election cycle cannot 

2 fairly be described as for “communications,” public or otherwise, unless that term covers almost 

3 every conceivable political activity. Analyzing CTR’s payments under the “coordinated 

4 expenditure” provision for activities, rather than purely under the “coordinated communication” 

5 provision, is consistent with prior matters. In MUR 5564 (Tony Knowles for U.S. Senate, et al.), 

for instance, a committee made various expenditures relating to a voter canvassing effort.61 6 The 

7 Commission analyzed costs for non-communicative items (e.g., salaries for canvassers) under the 

8 coordinated expenditure framework, and analyzed costs for communications (e.g., telephone 

calls) under the coordinated communications framework.62 9 

10 Following that approach here, CTR’s costs for non-communicative items “far less 

11 directly connected to a specific unpaid internet communication,” such as “computer equipment, 

12 office space, software, video equipment, and salaries for those who conducted internet activity 

13 (posting on social media and emailing journalists), as well as . . . polling” should be analyzed as 

coordinated expenditures and thus not subject to the internet exemption.63 14 The bulk of CTR’s 

15 reported disbursements are for purposes that are not communication-specific, including payroll, 

16 salary, travel, lodging, meals, rent, fundraising consulting, computers, equipment, event tickets, 

17 hardware, insurance, office supplies, parking, and shipping in addition to payments for explicitly 

61 F&LA at 10-12, MUR 5564 (Tony Knowles for U.S. Senate). After an investigation in MUR 5564, the 

Commission failed to garner four votes to enter into pre-probable cause conciliation with Respondents. See

Certification, MUR 5564 (Nov. 29, 2007). 

62 F&LA at 12, MUR 5564 (Tony Knowles for U.S. Senate); see also 11 C.F.R. § 109.37 (describing party 

coordinated communications). 

63 Campaign Legal Center v. FEC at *4, No. 1:19-cv-02336-JEB, 2020 WL 2996592 (D.D.C. June 4, 2020) 

(removing internal punctuation).

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1 mixed purposes such as “video consulting and travel” and “communication consulting and 

travel.”64 2 

3 At its core, CTR existed for only one purpose — to elect Clinton — and it sought to 

4 accomplish its purpose via openly and systematically coordinating its efforts with HFA, as 

5 evidenced by the available public statements from CTR leadership. If accepted, CTR and HFA 

6 would have their purported lack of “public communications” swallow the Act’s longstanding 

7 prohibition on coordinated expenditures. This position does not withstand scrutiny. The scale of 

8 the close coordination between CTR and HFA suggests that most of CTR’s entire range of 

9 activity during the 2016 election cycle represents coordinated expenditures and thus in-kind 

10 contributions to HFA. 

11 Therefore, the Commission finds reason to believe that CTR made, and HFA knowingly 

12 received or accepted, unreported excessive in-kind contributions in violation of 52 U.S.C. 

13 §§ 30104(b)(3)(A), (b)(6)(B)(i), 30116(a)(2)(A) and 11 C.F.R. §§ 104.3(a), (b), 110.2(b). 

14 D. The Commission Dismisses the Allegation that HFA Knowingly Accepted 

15 Unreported Excessive In-Kind Contributions

16 1. Facts

17 AB PAC is an independent expenditure-only political committee (“IEOPC”) that 

registered with the Commission in 2010.65 Brock served as its initial treasurer.66 18 AB PAC 

64 Correct the Record 2015-2016 Disbursements, FEC.GOV, https://www.fec.gov/data/disbursements/?two

_year_transaction_period=2016&data_type=processed&committee_id=C00578997&min_date=01%2F01%2F2015

&max_date=12%2F31%2F2016 (last visited Nov. 12, 2020).

65 FEC Form 1, AB PAC Original Statement of Org. (Nov. 23, 2010). 

66 Id. Rodell Mollineau, AB PAC’s current treasurer, assumed that position in 2012. FEC Form 1, AB PAC 

Amended Statement of Org. (Apr. 12, 2012). AB PAC formerly operated as American Bridge and American Bridge 

21st Century. FEC Form 1, AB PAC Original Statement of Org. (Nov. 23, 2010); FEC Form 1, AB PAC Amended 

Statement of Org. (Feb. 24, 2011).

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1 describes itself as “the largest research, video tracking, and rapid response organization in 

Democratic politics.”67 2 

3 The Complaint alleges that independent expenditures reported by AB PAC during the 

4 2016 election opposing Clinton’s general election opponent, Donald J. Trump, were actually 

5 coordinated with the Clinton campaign and, therefore, should have been reported as in-kind 

contributions from AB PAC to HFA.68 6 

7 In support of the allegations, the Complaint submits a transitive theory of coordination 

8 based on the relationship between AB PAC and CTR, and that between CTR and HFA. The 

9 Complaint states that “AB PAC did not operate independently from CTR, which openly 

10 coordinated with Clinton’s campaign,” and thus “AB PAC’s pro-Clinton advertising could not 

have been independent [from HFA].”69 11 The Complaint points specifically to overlapping staff 

12 between AB PAC and CTR, namely, seven individuals who received simultaneous salary 

payments from both groups between April and November 2016, including Brock.70 13 

14 In response, HFA argues that the Complaint fails to identify any specific communication 

15 that satisfies the coordinated communication test at 11 C.F.R. § 109.21, and provides no 

16 evidence indicating that HFA had any material involvement in decisions concerning any AB 

67 About Us, AM. BRIDGE 21ST CENTURY, https://americanbridgepac.org/about-us/ (last visited Nov. 12, 

2020).

68 Compl. at 14. During the 2016 election cycle, AB PAC made $143,187.17 in independent expenditures, 

none of which supported Clinton, but $142,837.17 of which opposed her opponent, Donald Trump. See American 

Bridge 21st Century 2015-2016 Spending, FEC.GOV, https://www.fec.gov/data/committee/C00492140/?cycle=2016

&tab=spending (last visited Nov. 12, 2020).

69 Compl. at 14.

70 Id.

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1 PAC communications or that any of the overlapping AB PAC and CTR staff had substantial 

discussions with HFA relating to its plans, projects, activities, or needs.71 2 

3 2. Legal Analysis

4 An “independent expenditure” is an expenditure “for a communication expressly 

5 advocating the election or defeat of a clearly identified candidate” that is not coordinated with 

the candidate or the candidate’s committee.72 6 As discussed above, an expenditure made in 

7 cooperation, consultation, or concert with, or at the request or suggestion of, a candidate or a 

candidate’s authorized committee is treated as an in-kind contribution to that candidate.73 8 With 

9 respect to communications specifically, under the Commission’s coordinated communications 

10 regulation, the communication at issue must: (1) be paid for by a third party; (2) satisfy a 

“content” standard; and (3) satisfy a “conduct” standard.74 11 All three prongs are required to be 

12 considered a coordinated communication and treated as an in-kind contribution under this 

regulation.75 13 

14 The available information does not provide a reasonable basis to infer that HFA

15 coordinated with AB PAC regarding AB PAC’s advertising that opposed Trump. As a threshold 

16 matter, the Complaint does not point to any specific AB PAC communications purportedly 

17 coordinated with HFA, which is ordinarily required to conduct a coordinated communication 

18 analysis under the three-part test at 11 C.F.R. § 109.21. Further, the available information is 

71 Resp. at 6.

72 11 C.F.R. § 100.16(a); 52 U.S.C. § 30101(17).

73 52 U.S.C. § 30116(a)(7)(B); see also 11 C.F.R. § 109.20. 

74 11 C.F.R. § 109.21.

75 Id. § 109.21(a).

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1 insufficient to indicate that, as a general matter, HFA interacted with AB PAC such that it would 

2 be reasonable to infer that HFA coordinated with AB PAC on some or all of its political 

3 advertising. 

4 The allegation in the Complaint is premised on AB PAC’s relationship with CTR, i.e., 

5 their overlapping staff, and CTR’s relationship with HFA, which allegedly involved systematic 

coordination.76 6 However, it does not necessarily follow, based exclusively on such associations, 

7 that AB PAC also coordinated with HFA, or that such coordination related to advertising 

8 opposing Clinton’s opponent. Stated otherwise, even if CTR staffers, who also worked for or 

9 were associated with AB PAC, engaged in coordinated activities with HFA, there is no 

indication that they did so in their capacities as AB PAC staffers.77 10 In contrast to AB PAC, CTR 

11 publicly described its arrangement to coordinate with HFA, which it contended was 

permissible.78 CTR’s admitted activities do not appear to involve AB PAC.79 12 Thus, without 

13 more, the allegation that AB PAC impermissibly coordinated with HFA is insufficiently 

unsupported by the available information.80 14 

76 See supra Part II.C.2 (recommending that the Commission find reason to believe that CTR made, and HFA 

knowingly accepted and failed to report, excessive in-kind contributions).

77 See, e.g., Advisory Op. 2005-02 at 10 (Corzine II) (explaining that an individual can act in multiple 

capacities during the same time period, and that whether an individual is operating on behalf of a person or an entity 

is a fact-based determination based on the conduct of both the individual and the person or entity on whose behalf he 

allegedly acts).

78 Supra Part II.C.1.

79 See id.

80 Statement of Reasons, Comm’rs Mason, Sandstrom, Smith, & Thomas at 1, MUR 4960 (Clinton for U.S. 

Exploratory Committee) (“The Commission may find ‘reason to believe’ only if a complaint sets forth sufficient 

specific facts, which, if proven true, would constitute a violation of the [Act].”).

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1 Therefore, the Commission dismisses the allegation that HFA knowingly accepted 

2 excessive in-kind contributions, which both committees failed to report in violation of 52 U.S.C. 

3 §§ 30104(b)(3)(A), 30116 (f) and 11 C.F.R. §§ 104.3(a), 110.9. 

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