UNITED STATES DISTRICT COURT 

FOR THE DISTRICT OF COLUMBIA

COMMON CAUSE GEORGIA, et al.,

Plaintiffs,

v.

FEDERAL ELECTION COMMISSION,

Defendant.

No. 22-cv-3067 (DLF)

MEMORANDUM OPINION

Common Cause Georgia and Treaunna C. Dennis, Common Cause Georgia’s executive 

director (together, “Common Cause”), challenge the Federal Election Commission’s dismissal of 

their administrative complaint against True the Vote and the Georgia Republican Party for alleged 

violations of the Federal Election Campaign Act (“FECA”). The parties have filed cross-motions 

for summary judgment. Dkts. 13, 14. For the reasons that follow, the Court will grant both 

motions in part and deny both motions in part.

I. BACKGROUND

A. Statutory Background

Federal law regulates how political parties raise and spend money. 52 U.S.C. §§ 30101–

26; SpeechNow.org v. FEC, 599 F.3d 686, 691–92 (D.C. Cir. 2010). Among other things, FECA 

makes it “unlawful for . . . any corporation . . . to make a contribution [to a political party] . . . in 

connection with any election” for U.S. Senate. 52 U.S.C. § 30118(a). It also requires parties to 

publicly disclose their contributors “together with the date and amount of [their] contribution[s].” 

Id. § 30104(b)(3)(A).

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“[C]ontribution” is a defined term. It includes, with exceptions not relevant here, “[a]ny 

expenditure . . . made in cooperation, consultation, or concert with, or at the request or suggestion 

of . . . a political party” or “an agent thereof.” 11 C.F.R. § 109.20 (so providing for FECA’s 

disclosure provisions); see id. § 114.10(a) (applying this definition to FECA’s corporatecontribution ban).1

 “Expenditure” includes, again with exceptions not relevant here, “any purchase

[or] payment . . . made by any person for the purpose of influencing any election for Federal 

office.” 52 U.S.C. § 30101(9)(A)(i). 

The Federal Election Commission enforces these rules. Id. § 30106(b)(1). “Any person 

who believes” that a donor or political party has violated them “may file a complaint with the 

Commission.” Id. § 30109(a)(1). “If the Commission . . . determines, by an affirmative vote of 4 

of its members, that it has reason to believe that a person has committed . . . a violation,” it “shall 

make an investigation.” Id. § 30109(a)(2). After investigating, “if the Commission 

determines . . . that there is probable cause to believe that any person has committed . . . a 

violation,” a conciliation and enforcement process begins. Id. § 30109(a)(4)(A)(i).

If the Commission dismisses a complaint instead of investigating it, the dismissal is subject

to judicial review. Id. § 30109(a)(8)(A). “In any [such] proceeding . . . [a] court may declare that 

the dismissal of the complaint . . . is contrary to law, and may direct the Commission to conform 

with such declaration within 30 days.” Id. § 30109(a)(8)(C).

B. Factual Background & Procedural History

Common Cause Georgia is a state office of Common Cause, a national organization that 

seeks to “rein in the power of big money in politics.” Common Cause, Campaign Finance (last 

1 Another section of FECA limits the contributions individuals can make to political parties, see

52 U.S.C. § 30116(a), but that section is not at issue in this case.

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visited Aug. 3, 2023), https://perma.cc/YL46-8A96; see, e.g., Decl. of Treaunna C. Dennis ¶ 11, 

Dkt. 13-1 (“Dennis Decl.”). Treaunna C. Dennis leads Common Cause Georgia. Dennis Decl. 

¶ 10. Dennis says that she “use[s] information from” FECA’s mandatory disclosures “to assess 

candidates for elective office.” Id. ¶ 5. She adds that “Common Cause Georgia relies on the 

accurate and complete recording of campaign finance information to carry out activities central to 

its mission, including public education and research about the true sources and scope of political 

campaign spending.” Id. ¶ 12.

In 2021, Common Cause filed an administrative complaint with the Commission regarding 

the 2021 Georgia Senate runoff elections. Admin. Record (AR) at 1, Dkt. 19. The complaint 

focused on True the Vote, a nonprofit corporation devoted to “election integrity,” and the Georgia 

Republican Party. Id. It alleged that True the Vote spent money on election-related activities,

including “a voter hotline, ballot-curing support, signature verification training, [and] absentee 

ballot drop box monitoring,” in coordination with the Party. AR 1–2. It also alleged that the Party 

had not disclosed its coordinated expenditures with True the Vote. AR 12. Based on these 

allegations, the complaint charged (1) that True the Vote made unlawful corporate contributions 

to the Party; (2) that the Party unlawfully accepted coordinated corporate contributions; and (3)

that the Party fell short of its FECA disclosure obligations. AR 2.

The Commission evaluated whether it should commence an investigation. To aid in this

inquiry, the Commission’s general counsel prepared a nonbinding report finding reason to believe 

that the Party and True the Vote coordinated to influence the 2021 election and hence violated 

FECA. AR 56–77. The report relied on two kinds of evidence:

• True the Vote’s documents suggested that the Party requested or suggested its 

participation in the Georgia runoff. In a public fundraising email, True the Vote said 

it received a “request from the Georgia Republican Party to provide publicly available 

nonpartisan signature verification training, a 24x7 vote hotline, ballot-curing support, 

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and more.” AR 59 (quoting True the Vote, Weekly Update (Dec. 14, 2020), 

https://perma.cc/2FZQ-DGKC). And in a private email, a consultant wrote to one of 

True the Vote’s donors: “Republicans now reaching out to ask if we will play in GA 

senate runoff.” AR 62 (quoting AR 201). 

• Other evidence indicated that True the Vote’s Georgia efforts took place in concert 

with the Party’s. A True the Vote press release announced a “partnership with the 

Georgia Republican Party to assist with the Senate runoff” and quoted a Party official 

as promising: “[t]he resources of True the Vote will help us to organize and implement 

the most comprehensive ballot security initiative in Georgia history.” AR 60 (quoting 

True the Vote, True the Vote Partners with Georgia GOP to Ensure Transparent, 

Secure Ballot Efforts for Senate Runoff Elections (Dec. 14, 2020), 

https://perma.cc/3CPP-3CHV). Three days later, True the Vote “challenged the 

eligibility of 364,541 registered Georgia voters.” Id. It thanked “several Georgia 

residents for their assistance” in lodging the challenges, including two Georgians with 

connections to the Party. AR 61.

The report also found reason to believe that True the Vote acted “for the purpose of influencing an 

election.” AR 72 (capitalization altered). It reasoned that “True the Vote’s efforts were undertaken 

in partnership with the Georgia GOP, a committee whose fundamental purpose is to help 

Republicans win elections in Georgia.” Id. It observed that, after the 2020 Presidential election, 

a crucial donor funded True the Vote in order to “win [the election for President Trump] by 

eliminating votes and changing the count.” AR 73 n.62 (quoting AR 165). And it quoted 

documents in which True the Vote’s founder discussed her work’s partisan valence. 

“Most . . . illegal votes,” she said, “are being counted in Democrat counties and are suppressing 

legitimate results.” AR 73 n.61 (quoting AR 142, discussing the 2020 election). 

Alongside the report, the Commission considered statements from True the Vote and the 

Georgia Republican Party. True the Vote’s President, Catherine Engelbrecht, described her 

organization as “non-partisan” and pledged that it “[did] not have an interest in which candidates 

[were] elected.” AR 46. She acknowledged meeting with the Georgia Republican Party to 

“discuss[] [her] efforts promoting election integrity” but claimed that she “did not communicate 

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again with [the Party] after that initial meeting.” AR 47. True the Vote and the Party “did not 

have any substantial discussions . . . about their election integrity efforts,” she added, and “[t]he 

‘partnership’ mentioned in [her] press release” did not use “the word ‘partner’ in an official sense.” 

AR 47–48. The Republican Party’s submission mirrored True the Vote’s. AR 52–55. 

By a 3-2 vote, with one Commissioner recused, the Commission failed to act on Common 

Cause’s complaint. Two of the three Commissioners in the majority (the “Controlling 

Commissioners”) issued a Statement of Reasons explaining their decision.

2

 AR 277–87. 

According to the Statement, True the Vote had not coordinated with the Party because its “election 

integrity initiatives were equally available to all comers” and because it “would have” participated 

in the Georgia runoff “regardless of Engelbrecht’s meeting with the Georgia GOP.” AR 285. In 

the alternative, True the Vote had not sought to influence a Federal election. Instead, it aimed only 

“to influence how elections are administered, as a policy matter.” AR 282. Plus, “state law 

compliance [was] categorically excluded from the Commission’s enforcement jurisdiction.” AR

281. 

Common Cause sought review in this Court. Dkt. 1. Before the Court are the parties’

cross-motions for summary judgment. Dkts. 13, 14.

II. LEGAL STANDARD

A party is entitled to summary judgment when “there is no genuine dispute as to any 

material fact and the [party] is entitled to judgment as a matter of law.” Fed. R. Civ. P. 56(a); see 

2 Under D.C. Circuit precedent, “if the [Commission] fails to muster four votes in favor of 

initiating an enforcement proceeding, the Commissioners who voted against taking that 

action”—known as “Controlling Commissioners”—must “issue a statement explaining their 

votes.” Citizens for Resp. & Ethics in Wash. v. FEC, 892 F.3d 434, 437 (D.C. Cir. 2018). “[F]or 

purposes of judicial review, the statement or statements of those naysayers . . . will be treated as 

if they were expressing the Commission’s rationale for dismissal.” Id.; see Common Cause v. 

FEC, 842 F.2d 436, 449 (D.C. Cir. 1988). 

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Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 247–48 (1986). When the Commission dismisses 

an administrative complaint, “[t]he ‘entire case’ on review is a question of law.” Am. Bioscience, 

Inc. v. Thompson, 269 F.3d 1077, 1083 (D.C. Cir. 2001); see Campaign Legal Ctr. & Democracy 

21 v. FEC, 952 F.3d 352, 357 (D.C. Cir. 2020). The reviewing court asks whether the Commission 

“dismissed the complaint as a result of an impermissible interpretation of the Act” or whether its 

dismissal, “under a permissible interpretation of the statute . . . was arbitrary or capricious, or an 

abuse of discretion.” Orloski v. FEC, 795 F.2d 156, 161 (D.C. Cir. 1986); see also 52 U.S.C.

§ 30109(a)(8)(C).

The parties agree that arbitrary-and-capricious review under FECA mirrors arbitrary-andcapricious review under the Administrative Procedure Act. Pls.’ Mem. in Support of Summ. J. at 

16, Dkt. 13; Def.’s Mem. in Support of Summ. J. at 20, Dkt. 14 (both citing Motor Vehicle Mfrs. 

Ass’n of U.S. v. State Farm Mut. Auto Ins. Co., 463 U.S. 29 (1983)); accord Campaign Legal Ctr. 

v. FEC, No. 19-cv-2336, 2022 WL 17496220, at *4 (D.D.C. Dec. 8, 2022). Under that standard, 

the Court asks whether the Commission “‘relied on factors that Congress ha[d] not intended it to 

consider, entirely failed to consider an important aspect of the problem’” before it, or “‘offered an 

explanation’ for its decision ‘that runs counter to the evidence’” in the record. Friends of Animals 

v. Ross, 396 F. Supp. 3d 1, 7 (D.D.C. 2019) (quoting Agape Church v. FCC, 738 F.3d 397, 410 

(D.C. Cir. 2013)); see State Farm, 463 U.S. at 43.

III. STANDING

Before reaching the merits of Common Cause’s challenge, the Court must satisfy itself that 

Common Cause has standing.3 See Steel Co. v. Citizens for a Better Env’t, 523 U.S. 83, 94–95 

3

“To establish jurisdiction, the [Court] need only find one plaintiff who has standing.” Mendoza 

v. Perez, 754 F.3d 1002, 1010 (D.C. Cir. 2014). Here, Dennis’ interests are aligned with the 

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(1998). Standing requires (1) an injury in fact (2) that is traceable to a defendant’s challenged 

conduct (3) and that a favorable decision would “likely” redress. Lujan v. Defs. of Wildlife, 504 

U.S. 555, 560–61 (1992). “‘[A] plaintiff must demonstrate standing for each claim he seeks to 

press’ and ‘for each form of relief’ that is sought.” Davis v. FEC, 554 U.S. 724, 734 (2008) 

(quoting DaimlerChrysler Corp. v. Cuno, 547 U.S. 332, 352 (2006)). To survive a motion for 

summary judgment, a plaintiff must provide “specific facts” supporting “each element” of standing

for each of her claims. Lujan, 504 U.S. at 561 (quoting Fed. R. Civ. P. 56(e)).

Common Cause challenges three actions taken by the Commission: the Commission’s 

failure to find reason to believe that the Georgia Republican Party violated FECA’s disclosure 

provisions, its failure to find reason to believe that True the Vote made an unlawful corporate 

contribution to the Party, and its failure to find reason to believe that the Party knowingly received

an unlawful corporate contribution from True the Vote. 4 AR 268–69; Compl. ¶¶ 30–41. The 

interests of Common Cause Georgia. As a result, the Court’s standing analysis does not 

materially differ with respect to either plaintiff.

4 Although Common Cause argues that it asserts a “single cause of action against the FEC,” Pls.’ 

Combined Reply & Opp. at 5–6, Dkt. 16, its complaint asks this Court to find that three discrete 

agency actions were unlawful. See Compl. ¶¶ 73–74, Dkt. 1 (contending that “Common Cause’s 

administrative complaint . . . established reason to believe” (1) that True the Vote made 

“prohibited [corporate] . . . contributions,” (2) that “the Georgia GOP . . . knowingly accept[ed] 

these contributions,” and (3) that the Georgia GOP “fail[ed] to report them as required,” and 

adding that “the Commission’s failure to find reason to believe that these violations”—plural—

“occurred” was unlawful) (emphasis added); AR 268–69 (describing the Commission’s separate, 

formal “actions” as to Common Cause’s complaint). 

Even assuming that each agency action was unlawful for the same reason, see Pls’ Reply at 2, 5, 

a party “must prove separate standing as to each agency action challenged.” Sec. Indus. & Fin. 

Mkts. Ass’n v. CFTC, 67 F. Supp. 3d 373, 400 (D.D.C. 2014) (citing Am. Trucking Ass’ns v. Fed. 

Motor Carrier Safety Admin., 724 F.3d 243, 248 (D.C. Cir. 2013)); Cuno, 547 U.S. at 351–52 

(holding that “a plaintiff must demonstrate standing for each claim he seeks to press” and 

rejecting argument that factual and/or legal overlap between claims can generate standing “over 

a claim that does not itself satisfy” Article III’s standing requirements). The Court must 

therefore determine whether Common Cause has standing to challenge each Commission action 

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Court finds that Common Cause has standing to challenge the Commission’s first action, related 

to FECA’s disclosure rules, but not the second and third actions, involving the making and receipt 

of unlawful corporate contributions.

A. Disclosure Determination

As the Commission concedes, see Def.’s Mem. in Support of Mot. for Summ. J. at 14, 

Common Cause has standing to challenge the Commission’s failure to investigate its disclosure 

claim. By refusing to reveal the dollar value of True the Vote’s Georgia activities, information 

that (Common Cause alleges) FECA “requires . . . be publicly disclosed,” the Commission has 

“den[ied]” Common Cause access to information that would “help [its] efforts” to reduce money’s

influence in politics.5 Campaign Legal Ctr., 952 F.3d at 356. That counts as an injury in fact. Id.; 

see FEC v. Akins, 524 U.S. 11, 24–25 (1998). Common Cause’s injury is “‘fairly traceable’ to the 

Commission’s dismissal[] of [its] complaint” because the Party would have been required to make 

corrective disclosures had the Commission found its conduct unlawful. Campaign Legal Ctr., 952 

F.3d at 356 (quoting Lujan, 504 U.S. at 560); see Akins, 524 U.S. at 25. Finally, “it is likely that 

the injury [would] be ‘redressed by a favorable decision’ of this [C]ourt.” Campaign Legal Ctr., 

952 F.3d at 356 (quoting Lujan, 504 U.S. at 561). On remand from this Court, the Commission 

could order such disclosures from the Georgia Republican Party, and the information ordered to 

be disclosed would further Common Cause’s election-related efforts. 

separately. AB PAC v. FEC, No. 22-2139, 2023 WL 4560803, at *2–3 (D.D.C. Jul. 17, 2023) 

(reaching same conclusion in challenge to FEC decision).

5

“[I]n reviewing the standing question, the [C]ourt must . . . assume that on the merits the 

plaintiffs would be successful in their claims.” City of Waukesha v. EPA, 320 F.3d 228, 235 

(D.C. Cir. 2003).

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B. Corporate-Contribution Determinations

That said, Common Cause lacks standing to challenge the Commission’s failure to 

investigate its corporate-contribution claims. Unlike its dismissal of Common Cause’s disclosure 

claim, the Commission’s dismissal of Common Cause’s corporate contribution claims did not 

deprive Common Cause of any information; Common Cause lacked information about True the 

Vote’s corporate contributions because the Party did not disclose them to the Commission, not 

because they were substantively illegal.6 And although Common Cause says that the 

Commission’s failure to act on its corporate-contribution claims injured it in another way—by 

hindering Common Cause’s “efforts to ‘protect and expand voting rights’” in the 2021 runoff and 

thereafter, Pls.’ Combined Reply & Opp. at 12, Dkt. 16 (quoting Dennis Decl. ¶ 13)—these injuries 

do not give Common Cause standing either.

To the extent that Common Cause contends that it suffered injuries during the 2021 Georgia 

runoff itself, those injuries are not “redressable by a favorable decision of this Court.” Lujan, 504 

U.S. at 561. 2021 has come and gone, meaning that damages or other compensatory relief would 

be necessary to redress Common Cause’s runoff-related injuries. See City of Los Angeles v. Lyons, 

461 U.S. 95, 111 (1983). But FECA does not authorize the Commission to award damages or 

other compensatory relief, see 52 U.S.C. § 30109(a)(4)–(6), and Common Cause has not sought 

backwards-looking remedies in this case, Compl. at 22. Because the Commission cannot “reverse” 

or even ameliorate “the . . . harms” Common Cause “suffered” in 2021, those harms do not give 

Common Cause standing now. Nader v. FEC, 725 F.3d 226, 229 (D.D.C. 2013) (declining to find 

standing based on past injuries in FECA case).

6 Putting the point differently, Common Cause’s informational injuries are traceable to the 

Commission’s dismissal of its disclosure claims rather than its corporate-contribution claims. 

See Lujan, 504 U.S. at 560 (discussing traceability). 

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Meanwhile, although Common Cause also argues that True the Vote’s activities will 

continue to obstruct its efforts in the future, that risk is sufficiently attenuated that it cannot support 

standing either. See Lujan, 504 U.S. at 561 (requiring injury to be “likely”); Clapper v. Amnesty 

Int’l, USA, 568 U.S. 398, 414 (2013) (requiring future injury to be “certainly impending”).

Granted, an order setting aside the Commission’s dismissal of Common Cause’s administrative 

complaint might block True the Vote from coordinating with the Party—and thereby obstructing 

Common Cause—in future elections. Cf. Pls.’ Combined Reply & Opp. at 12. But the record does 

not show that True the Vote is likely to coordinate with the Party in the future, regardless of what 

the Commission does.

7

 So too, while Commission proceedings against True the Vote might deter 

coordination between the Party and other outside groups, the record before the Court makes that 

possibility no more than “speculative” at this juncture. See Friends of the Earth, Inc. v. Laidlaw 

Env. Servs. (TOC), Inc., 528 U.S. 167, 187 (2000).

It does not matter that, “[t]o counteract . . . the Commission’s failure to enforce FECA’s 

prohibitions on corporate contributions . . . against True the Vote,” Common Cause has “hir[ed] a 

contractor to work on voter protection efforts.” Dennis Decl. ¶ 13. Common Cause “cannot 

manufacture standing” by incurring costs “based on [its] fears of hypothetical future harm.”

Clapper, 468 U.S. at 416. In a similar vein, it does not matter whether the Commission’s rationale 

for dismissing Common Cause’s complaint “creat[ed] ‘a roadmap’ for [True the Vote] and others 

to collaborate” in ways that could frustrate Common Cause’s future interests. Pls.’ Combined 

Reply & Opp. at 12 (quoting Dennis Decl. ¶ 13). Although an opinion from this Court might 

benefit Common Cause in future litigation, “[i]t is a federal court’s judgment, not its opinion, that 

7 For that matter, the record contains no evidence that True the Vote—a small organization 

focused largely on contesting the 2020 election—will participate in future elections at all.

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remedies an injury.” Haaland v. Brackeen, 143 S. Ct. 1609, 1639 (2023). Common Cause does 

not explain how a judgment reinstating its corporate-contribution complaints would further 

Common Cause’s mission, and the record makes that possibility “speculative” at best. Simon v. 

E. Ky. Welfare Rights Org., 426 U.S. 26, 42 (1976).

For these reasons, the Court finds that Common Cause has standing to challenge the 

Commission’s dismissal of its claim that the Republican Party failed to discharge its FECA 

reporting obligations. AR 268. But it lacks standing to challenge the Commission’s dismissal of 

its remaining corporate-contribution claims. AR 268–69. The Court will therefore dismiss 

Common Cause’s challenge to the denial of its corporate-contribution claims.

IV. MERITS

Turning to the merits, Common Cause challenges the FEC’s dismissal of its administrative 

complaint, which alleged that the Georgia Republican Party failed to disclose its coordinated 

expenditures with True the Vote. AR 12. To trigger a Commission investigation, Common Cause 

needed to show only that the Commission had “reason to believe” (1) that True the Vote 

coordinated its activities with the Republican Party (2) for the purpose of influencing a federal 

election. 11 C.F.R. § 109.20; 52 U.S.C. §§ 30101(9)(A)(i), 30109(a)(2). Before this Court, 

Common Cause must show that the Commission’s failure to find reason to believe was arbitrary, 

capricious, or an abuse of discretion. Orloski, 795 F.2d at 161. 

“[T]he reason-to-believe” standard sets a “low bar.” Campaign Legal Ctr., 2022 WL 

17496220 at *8. In this context, it requires no more than a “credible allegation that coordinated 

activity yielded an impermissible contribution.”

8

 Id. (cleaned up). Still, speculation is not enough. 

8 FECA provides that, after the Commission finds reason to believe that a complaint has merit 

and conducts an investigation, it must decide whether “there is probable cause to believe that any 

person has committed . . . a violation” of FECA. 52 U.S.C. § 30109(a)(4)(A)(i). The natural 

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As the Controlling Commissioners put the point, “[t]he Commission . . . require[s] a concrete and 

plausible factual basis for finding reason to believe that coordination has occurred.” AR 285.

The Controlling Commissioners declined to investigate Common Cause’s complaint, 

finding insufficient reason to believe that (1) True the Vote coordinated with the Party or that it

(2) acted to influence a federal election. Neither justification withstands scrutiny, even affording 

the Commission due deference.9 As a result, the Commission’s failure to act on Common Cause’s 

disclosure claim was “contrary to law.” Orloski, 795 F.2d at 161. 

A. Coordination

FECA requires disclosure of “[a]ny expenditure . . . made in cooperation, consultation, or 

concert with, or at the request or suggestion of . . . a political party.” 11 C.F.R. § 109.20. 

The evidence before the Commission gave it plentiful reason to believe that True the Vote acted 

in cooperation with, or at the request or suggestion of, the Georgia Republican Party. 

The Controlling Commissioners’ contrary determination was arbitrary and capricious.

inference is that the standard for finding reason to believe is less than the standard for finding 

probable cause. Campaign Legal Ctr., 2022 WL 17496220 at *8; cf. Kaley v. United States, 571 

U.S. 320, 338 (2014) (“[P]robable cause . . . is not a high bar.”). That said, the Court’s analysis 

does not depend on the precise relationship between reason-to-believe and probable cause under 

FECA.

9 The parties disagree over whether the Commission’s Statement of Reasons’ legal analysis 

merits deference under Chevron U.S.A., Inc. v. Natural Resources Defense Council, 467 U.S. 

837 (1984). Compare Pls.’ Mem. in Support of Summ. J. at 17 (“The controlling 

Commissioners’ legal interpretations . . . are not entitled to the added boost of Chevron . . . 

deference.”), with Def.’s Mem. In Support of Summ. J. at 22 (arguing otherwise). The Court 

need not decide this issue because even affording the Commission full deference, the Court finds 

that the Commission acted unreasonably in dismissing Common Cause’s administrative

complaint because the Commission had ample “reason to believe,” 52 U.S.C. § 30109(a)(2), that 

the Republican Party and True the Vote coordinated to influence the 2021 election, and thus 

violated FECA.

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Read in context, True the Vote’s public statements gave the Commission clear reasons to 

believe that it coordinated with, or acted at the request or suggestion of, the Georgia Republican 

Party during the 2021 runoff. Start with True the Vote’s public statements, which all but admitted 

coordination. In a fundraising email, True the Vote described a “request from the Georgia 

Republican Party” to participate in the runoff election. AR 59 (quoting True the Vote, Weekly 

Update (Dec. 14, 2020), https://perma.cc/2FZQ-DGKC). Later, in a press release, True the Vote 

“announc[ed]” its participation in “partnership with the Georgia GOP.” AR 60 (quoting True the 

Vote, True the Vote Partners with Georgia GOP to Ensure Transparent, Secure Ballot Efforts for 

Senate Runoff Elections (Dec. 14, 2020), https://perma.cc/3CPP-3CHV. Those public statements 

gave the Commission “a concrete and plausible factual basis,” AR 285, for thinking that True the 

Vote participated in the runoff in partnership with or at the request of the Party.

The context of True the Vote’s comments made the nature of its activities even clearer. In 

private emails, a consultant told one of True the Vote’s donors that “Republicans” had “reach[ed] 

out to ask if we will play” in the Georgia runoff election. AR 62 n.14 (quoting AR 201). And 

when True the Vote challenged more than 300,000 Georgians’ eligibility to vote in the runup to 

Election Day, it partnered with two Republicans with close ties to the Georgia Republican Party—

one the former chairman of Georgia’s Jackson County Republican Party, the other a 2020 delegate 

to the Republican National Convention and the 2021 chairman of the Georgia Republican Party 

for the Tenth Congressional District—who served as official ballot “challengers” under Georgia 

law. AR 61, 71. All this made it even more plausible that True the Vote participated in the runoff 

“in cooperation, consultation, or concert with, or at the request or suggestion of,” the Georgia 

Republican Party. 11 C.F.R. § 109.20.

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The Controlling Commissioners saw things differently, but their Statement of Reasons was 

factually and legally unreasonable. Cf. Constellation Mystic Power, LLC v. FERC, 45 F.4th 1028, 

1043 (D.C. Cir. 2022) (“[D]eference does not mean carte blanche, and the Commission must at all 

times demonstrate the markers of ‘principled and reasoned decisionmaking supported by the 

evidentiary record.’” (cleaned up)). The Controlling Commissioners claimed that True the Vote 

never coordinated with the Party because its “election integrity initiatives were equally available 

to all comers.” AR 285. But that is not the test. It is clear that an organization can spend money 

“in cooperation” with or “at the request or suggestion of” a political party, 11 C.F.R. § 109.20, 

even if its spending aids multiple political parties or the general public.

10

 

The Controlling Commissioners also discounted True the Vote’s reference to a “partnership” 

between it and the Georgia Republican Party, reasoning that True the Vote’s public statements

used “partnership” in a “colloquial and not a legal” sense. AR 286. Regardless, the word 

“partnership” was not the only evidence suggesting that True the Vote and the Republican Party 

engaged in concerted action. As explained above, True the Vote’s voter challenges leaned on 

Georgians with close connections with the Republican Party; “Republicans” “reach[ed] out” to at 

least one True the Vote donor to assess whether he might “play” in the Georgia runoff; and another 

True the Vote email described a “request” from the Republican Party for True the Vote’s runoff 

participation. AR 60–61. Even affording the Controlling Commissioners ample room for 

reasonable disagreement, these facts left them no room to conclude that the Commission lacked 

reason to believe that True the Vote and the Georgia Republican Party coordinated. 

10 For example, suppose that a donor produces and pays for campaign advertising for every 

Congressional candidate in her district. Such expenditures count as “coordinated,” see 11 C.F.R. 

§ 109.21(d), even though they benefit members of more than one political party. Indeed, 

important campaign donors “often [make] substantial contributions to both” major political 

parties. See McConnell v. FEC, 540 U.S. 93, 124 & n.12 (2003). 

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Finally, the Controlling Commissioners concluded that True the Vote did not act “in 

cooperation with” or “at the request of” the Party because it “[was] pursuing [its] initiatives . . . and 

would have continued to do so regardless of [any] meeting with the Georgia GOP.” AR 285. But 

this justification for True the Vote’s behavior fails for legal and factual reasons. Legally, FECA 

covers expenditures made “in cooperation with” or “at the request of” a political party. 11 C.F.R. 

§ 109.20. Notwithstanding the Commission’s interpretation, it is not obvious that this language 

can be read to require a but-for causal link between a request for assistance and an expenditure, 

and the Supreme Court’s cases dealing with coordinated expenditures have never suggested that it 

does. See, e.g., Buckley v. Valeo, 424 U.S. 1, 46 n.53 (1976) (per curiam); Colo. Republican Fed. 

Campaign Committee v. FEC, 518 U.S. 604, 614 (1995) (plurality op.); FEC v. Colo. Republican 

Fed. Campaign Committee, 533 U.S. 431, 442–43 (2001). At any rate, the Statement of Reasons 

does not explain why FECA links causation with coordination, and the Court cannot affirm the 

Controlling Commissioners’ decision based on legal analysis they did not advance in the 

Commission’s administrative proceedings. SEC v. Chenery Corp., 318 U.S. 80, 92 (1943).

More importantly, even assuming that the Controlling Commissioners interpreted FECA and 

its implementing regulations correctly, the record gave the Commission ample reasons to believe 

that the Republican Party’s encouragement was a but-for cause of True the Vote’s participation in 

the Georgia runoff. If the Party had not “request[ed]” True the Vote’s presence in Georgia, local 

Republicans might not have cooperated with True the Vote’s voter eligibility challenges. Cf. AR

59. If Republicans had not “reach[ed] out” to see if True the Vote’s donors might “play” in the 

runoff, True the Vote might have spent its time and money elsewhere. AR 62 (quoting AR 201). 

And so on and so forth. In ignoring this “credible” evidence “that coordinated activity yielded an 

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impermissible contribution,” the Controlling Commissioners acted unreasonably and unlawfully. 

Campaign Legal Ctr., 2022 WL 17496220, at *8. 

State Farm confines agencies to a “zone of reasonableness.” FCC v. Prometheus Radio

Project, 141 S. Ct. 1150, 1155 (2021). The Controlling Commissioners’ conclusion as to 

coordination—their finding that the Commission lacked reason to believe that True the Vote and

the Georgia Republican Party coordinated—fell outside that zone. As a result, it was arbitrary and 

capricious. 

B. Purpose

The Controlling Commissioners also held that, even if True the Vote coordinated with the 

Republican Party, it did not act to influence a federal election. AR 259. They offered two reasons 

why: (1) True the Vote sought to change “how elections are administered, as a policy matter,” not 

to change the results of a federal election; and (2) anti-voter-fraud efforts like True the Vote’s fell 

categorically outside the Commission’s sphere of authority. Neither reason survives arbitraryand-capricious review.

1. Influence on Election Administration

FECA regulates expenditures made “for the purpose of influencing” a federal election. 52 

U.S.C. § 30101(9)(A)(i).11 “Influencing” means “affecting” or “altering.” See, e.g., Influencing, 

Webster’s New Int’l Dictionary (2d ed. 1942). Thus, expenditures seek to influence an election 

when they aim to affect or alter its result—for instance, when they target “the election or defeat of 

11 In the corporate-contribution context, as Common Cause observes, FECA regulates gifts of 

“anything of value . . . in connection with any election.” 52 U.S.C. § 30118(a), (b)(2) (emphasis 

added); Pls.’ Mem. in Support of Mot. for Summ. J. at 26. But Common Cause’s corporatecontribution claim is no longer before the Court, as Common Cause lacks standing to pursue it. 

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a clearly identified [political] candidate.” See, e.g., Buckley v. Valeo, 424 U.S. 1, 80 (1976) (per 

curiam) (discussing electioneering communications).

12

Here, the Commission had compelling reason to believe that True the Vote sought to alter

or affect the result of the 2021 Georgia runoff. True the Vote “partnered” with the Georgia 

Republican Party, an entity “whose fundamental purpose is to help Republicans win elections,” in 

pursuing its election-related aims in Georgia. See AR 72. And in discussing the 2020 Presidential

election, True the Vote’s leadership emphasized that “[m]ost . . . illegal votes” were “counted in 

Democrat counties” and “suppress[ed] legitimate results.” AR 73 n.61. At least one of its donors 

was more candid still, describing efforts—in the aftermath of the 2020 election—to “win [the 

election for President Trump] by eliminating votes and changing the count.” AR 73 n.62. This 

evidence provides compelling reasons to believe that True the Vote participated in the Georgia 

runoff election to help elect Republicans rather than Democrats. At minimum, it was unreasonable 

for the Controlling Commissioners to take the position that they lacked a “concrete and plausible 

factual basis” for investigating the question further. AR 285. 

The Commission argues that True the Vote aimed to influence not the results of the runoff 

election, but “how elections” in Georgia “[were] administered.” AR 282 (emphasis added). But 

12 The parties disagree over the extent to which Buckley constrains § 30101(9)(A)(i)’s scope. 

Buckley held that independent electioneering communications—e.g., advertisements produced 

without assistance from a candidate but aired during an election cycle—seek to influence a 

federal election only when they “expressly advocate” for the election or defeat of a particular 

political candidate. Buckley, 424 U.S. at 80; see FEC v. Mass. Citizens for Life, Inc., 478 U.S. 

238, 249–50 (1986). The parties disagree over whether this holding applies equally to 

coordinated contributions meant to fund non-communicative activities, like True the Vote’s 

efforts to suppress voter fraud. Compare Pls.’ Mem. in Support of Mot. for Summ. J. at 29–31 

(arguing that a broader construction applies in this context), with Def.’s Mem. in Support of Mot.

for Summ. J. at 31–35. The Court need not resolve this dispute. At minimum, § 30101(9)(A)(i) 

unambiguously reaches contributions made to ensure that one candidate wins and another 

candidate loses an election. As explained, the Court concludes that there is at least reason to 

believe that True the Vote made such contributions.

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the Controlling Commissioners did not explain why the record supported this conclusion, and the 

weight of the evidence cuts sharply in a different direction. Even affording the Commission’s 

factfinding deference, its conclusion that True the Vote aimed only to influence “how 

elections . . . are administered” ran “counter to the evidence” before it.13 State Farm, 463 U.S. at 

56.

The Commission adds that, like True the Vote, many nonprofits seek to alter State

approaches to election administration without attempting to influence federal elections. AR 283 

(discussing advocacy groups’ challenges to “mail-in ballot requirements, congressional 

redistricting plans . . . and numerous other election-related laws and practices”). But those 

nonprofits, unlike True the Vote, do not typically “partner” with political parties or focus on the 

outcome of particular elections; rather, they deal mostly with generally applicable rules of election 

administration. In addition, the emails of these nonprofits’ managers and affiliates do not typically 

reveal an interest in how “Democrat” counties count ballots or in “win[ning]” elections “by 

changing the count.” Cf. AR 283 & nn. 47–49 (describing, among other things, redistricting 

litigation). By ignoring this important evidence, the Controlling Commissioners acted 

unreasonably and unlawfully. 

Finally, the First Amendment cannot salvage the Controlling Commissioners’ reasoning. 

Contra Def.’s Mem. in Support of Mot. for Summ. J. at 24–26. Rules requiring disclosure of 

coordinated expenditures comport with the First Amendment, at least in ordinary circumstances. 

13 In its briefing before this Court, the Commission argues that “the existence of bona fide 

reasons for the actions of a non-partisan organization that are central to its purpose . . . 

constitutes strong evidence that the organization [does not act] ‘for the purpose of influencing a 

federal election.’” Def.’s Mem. in Support of Mot. for Sum. J. at 34. But the Controlling 

Commissioners did not articulate their reasoning in this way in their Statement of Reasons, 

making it unclear whether the Court can affirm their dismissal of Common Cause’s complaint on 

this basis. See Chenery, 318 U.S. at 92. 

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Citizens United, 558 U.S. at 367; cf. Am. for Prosperity Found. v. Bonta, 141 S. Ct. 2373, 2385–

86 (2021). At any rate, whatever the force of the Controlling Commissioners’ First Amendment 

concerns as a general matter, they did not license the Controlling Commissioners to make factual 

findings at odds with the record in this case. 

For these reasons, the Controlling Commissioners’ conclusion that True the Vote sought 

only to influence “how elections are administered . . . as a policy matter” was arbitrary and 

capricious. AR 282; see State Farm, 463 U.S. at 56.

2. “State Law Compliance”

The Controlling Commissioners also reasoned that “state law compliance is categorically 

excluded from the Commission’s enforcement jurisdiction.” AR 281. Because True the Vote’s 

“activities targeted compliance with valid Georgia laws governing” voter eligibility and voter 

fraud, according to the Commissioners, it followed that “the Commission [had] no authority to 

police” them. AR 282. The Court rejects this position. Even according due deference to the 

Commission, the Commission’s contention that FECA does not cover coordinated expenditures 

relating to state-law compliance was unreasonable and thus unlawful.

FECA’s text unambiguously covers expenditures relating to voter fraud and/or state-law 

compliance. Under FECA, expenditures involve “purchase[s] [or] payment[s] . . . for the purpose 

of influencing any election for Federal office.” 52 U.S.C. § 30101(9)(A)(i). That language covers 

every attempt to influence a federal election, whether by policing compliance with state law or 

otherwise. Whatever the Commission’s authority to interpret ambiguous statutes, “it does not 

include a power to revise clear statutory terms.” Utility Air Reg. Grp. v. EPA, 573 U.S. 302, 327 

(2014).

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Context confirms what FECA’s plain text establishes. When FECA carves out exceptions 

to § 30101(9)(A)(i)’s definition of “expenditure,” it does so expressly. Expenditures, for example, 

do not include “nonpartisan activity designed to encourage individuals to vote.” 52 U.S.C. 

§ 30101(9)(B)(ii). Nor do they include news stories, payments for yard signs, or certain 

“compensation for legal or accounting services.” Id. § 30101(9)(B)(i), (viii), (vii). The natural 

inference from this extensive list—a list that does not mention “state-law compliance” activities—

is that such activities fall within FECA’s regulatory perimeter. Cf. Nasdaq Stock Market LLC v. 

SEC, 38 F.4th 1126, 1137 (D.C. Cir. 2022) (relying on expressio unius canon in finding that statute 

was not ambiguous).

Last but not least, a “state law compliance” exception for FECA would make little practical 

sense. Many campaign contributions fund state-law compliance activities and yet obviously fall 

within the Commission’s regulatory authority. Campaigns, for example, can spend millions of 

dollars on legal fees. Much of that money aims to ensure that a campaign, its competitors, and a 

state’s election-administration officials comply with state law. And yet contributions earmarked 

for a campaign’s legal fees obviously fall within the Commission’s authority to regulate. 

See generally FEC v. Craig for U.S. Senate, 816 F.3d 829, 834–39 (D.C. Cir. 2016) (discussing 

FEC regulations governing campaign legal expenditures).

The Controlling Commissioners reasoned that FECA “supersede[s] and preempt[s]” state 

laws within its scope, that it does not “supersede [s]tate laws which provide for the . . . prohibition 

of false registration, voting fraud, theft of ballots, and similar offenses,” and thus that FECA does 

not cover activities “target[ing] compliance with valid [State] laws.” AR 282; 11 C.F.R. 

§ 108.7(c)(4). But the conclusion does not follow from the premises, for a statute can regulate or 

preempt attempts to “target[] compliance” with State laws without “supersed[ing]” those “laws” 

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themselves. 11 C.F.R. § 108.7(c)(4). By analogy, FECA “does not supersede State laws which 

provide for . . . [v]oter registration.” 11 C.F.R. § 108.7(c)(3). But it undoubtedly regulates how

candidates register voters or challenge voters’ registration, for example, by limiting the 

circumstances in which donors can fund voter-registration drives. See 52 U.S.C. § 30101(9)(B)(i). 

So too here. Even if FECA leaves state laws targeting false registration or voter fraud where it 

finds them, it does regulate coordinated expenditures meant to help campaigns ensure compliance 

with those laws.

Nor, once again, does the First Amendment shield the Controlling Commissioners’ 

decision. As the Court has previously explained, the disclosure components of Common Cause’s 

administrative complaint did not raise serious constitutional questions. Cf. Perez v. Kipp DC 

Supporting Corp., 70 F.4th 570, 573 (D.C. Cir. 2023) (constitutional concerns must be 

“exceedingly real” to trigger principles of constitutional avoidance). And independently, “[t]he 

canon of constitutional avoidance comes into play only when, after the application of ordinary 

textual analysis, [a] statute is found to be susceptible of more than one construction.” Clark v. 

Martinez, 543 U.S. 371, 385 (2005). Here, regardless of the merits of the Controlling 

Commissioners’ constitutional concerns, FECA is not genuinely open to the construction the 

Controlling Commissioners adopted. 

In sum, the Controlling Commissioners acted unreasonably in finding that True the Vote 

did not seek to “influence a federal election.”

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V. CONCLUSION

For the foregoing reasons, the Court grants Common Cause’s motion for summary

judgment as to its disclosure claim, denies its motion for summary judgment as to its corporatecontribution claims, and dismisses Common Cause’s action insofar as it seeks relief for the 

Commission’s failure to investigate its corporate-contribution claims. It grants the Commission’s 

motion for summary judgment as to the corporate-contribution claims and denies the motion as to 

the disclosure claim. A separate order consistent with this decision accompanies this 

memorandum opinion.

________________________

DABNEY L. FRIEDRICH

September 29, 2023 United States District Judge

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