April 13,2015 Honorable Eric H. Holder, Jr. Attorney General of the United States US. Department of Justice 950 Avenue, NW Washington, DC 20530-0001 Dear Mr. Attorney General: As detailed in the attached complaint ?led April 13, 2015 with the Federal Election Commission (FEC), the Campaign Legal Center and Democracy 21 have reason to believe, based on published reports, including admissions by one of the respondents, that Pras Michel, SPM Holdings LLC, Black Men Vote and its Treasurer, William Kirk Jr., have violated S2 U.S.C. 30122, which prohibits contributions ?in the name of another.? We are writing to urge the Department of Justice to exercise its authority to conduct criminal investigations of these potential violations of federal law by Pras Michel, SPM Holdings LLC, Black Men Vote and its Treasurer, William Kirk Jr. and, if warranted, to bring criminal proceedings to enforce federal campaign ?nance laws as they apply to these individuals and groups. Although the EC has exclusive jurisdiction over civil enforcement of the Federal Election Campaign Act (FECA), 52 U.S.C. 30101 et seq., the Department of Justice has its own independent and exclusive jurisdiction to bring criminal enforcement proceedings for violations of these laws. Speci?cally, FECA provides for criminal sanctions, enforced by the Department of Justice, in the case of ?knowing and willful? violations of FECA that exceed speci?ed monetary thresholds, which vary according to the speci?c statutory provision violated. See 52 U.S.C. The Department of Justice is responsible for ensuring that potential ?knowing and willful? violations of ECA are investigated and that actual ?knowing and willful? violations are prosecuted and punished?the integrity of US. elections depends on it. 1 As explained in the Department of Justice handbook FEDERAL PROSECUTION OF ELECTION OFFENSES 198-99 (7th Ed. 2007): The Federal Election Commission has exclusive authority to enforce noncriminal penalties. . . . FECA violations that are committed knowingly and willfully and involve aggregate values that satisfy the monetary thresholds in the Act?s criminal provision, 2 U.S.C. 437g(d), are also federal crimes. These cases are prosecuted by the Department of Justice. In View of the enhanced criminal penalties for FECA crimes and the legislative history supporting their enactment, it is the Justice Department?s position that all knowing and willful FECA violations that exceed the applicable jurisdictional ?oor speci?ed in the Act?s criminal provision should be considered for federal prosecution under one or more of the prosecutive theories presented above. Copy to: Sincerely, imm ampaign Legal Center, by J. Gerald Hebert 215 Street, NE Washington, DC 20002 (202) 736-2200 ?ick Democracy 21, by Fred Wertheimer 2000 Massachusetts Avenue, NW Washington, DC 20036 (202) 355?9600 Ms. Leslie R. Caldwell, Assistant Attorney General, Criminal Division Mr. Raymond Hulser, Acting Chief, Public Integrity Section BEFORE THE UNITED STATES FEDERAL ELECTION COMMISSION Campaign Legal Center 215 Street, NE Washington, DC 20002 (202) 736-2200 Democracy 21 2000 Massachusetts Avenue, NW Washington, DC 20036 (202) 355-9600 v. MUR No. Prakazrel ?Pras? Michel 2404 Fiddle Leaf Avenue Coconut Creek, FL 33063 SPM Holdings LLC SPM 2012 Holdings LLC 3601 PGA Boulevard Suite 220 Palm Beach Gardens, FL 33410-2712 Black Men Vote 6301 Chaucer Lane Alexandria, VA 22304 William Kirk Jr., Treasurer Black Men Vote 6301 Chaucer Lane Alexandria, VA 22304 COMPLAINT This complaint is filed pursuant to 52 U.S.C. 30109(a)(l) and is based on information providing reason to believe that Prakazre] ?Pras? Michel, SPM Holdings 2012 Holdings Black Men Vote and its Treasurer, William Kirk Jr., have violated I Although Black Men Vote reported receipt of two contributions totaling $875,000 from SPM Holdings LLC, Florida real estate records reportedly show a company named 2012 Holdings at the same Florida address that the Black Men Vote listed for SPM Holdings LLC in its campaign ?nance ?ling. See Michael Beckel, Rapper~backed group illustrates blind spot in political transparency, CENTER FOR PUBLIC INTEGRITY, Mar. 31, provisions of the Federal Election Campaign Act 52 U.S.C. 30101 et seq., and Commission regulations. 2. Speci?cally, based on published reports, including admissions by one of the respondents, complainants have reason to believe that Pras Michel, SPM Holdings LLC, Black Men Vote and its Treasurer, William Kirk Jr., have violated 52 U.S.C. 30122, which prohibits contributions ?in the name of another.? 3. ?If the Commission, upon receiving a complaint . . . has reason to believe that a person has committed, or is about to commit, a violation of [the . . . [t]he Commission s_ha_ll make an investigation of such alleged violation . . . 52 U.S.C. 30109(a)(2); see also 11 C.F.R. 111.4(a) (emphasis added). 4. On September 14, 2012, Black Men Vote (FEC C00528950) ?led a Statement of Organization with the Commission, registering as a political committee that intends to make only independent expenditures.2 5. According to its FEC reports, Black Men Vote reported receiving a total of $1.325 million in itemized individual contributions in the 2012 election cycle.3 These contributions were reported as coming from only three donors, SPM Holdings ($875,000 total $400,000 on November 12, 20124 and $475,000 on November 24, 20125), Pras 2015, 5/03/3 ll 1 transparency. 2 Black Men Vote, Statement of Organization, Sept. 5, 2012, available at binlfecimgl? 12030883569%200. 3 Black Men Vote, 2012 Year-End Report, Jan. 30, 2013, available at 4 Black Men Vote, 12 Day-Pre General Report, Oct. 17, 2012, available at 5 Black Men Vote, Amended Post?General Election Report, Jan. 30, 2013, available at 3960565649/13960565649.pdf. 2 Michel ($350,000 total $250,000 on September 7, 20126 and $100,000 on October 5. 20127) and Earl Stafford ($100,000 on October 4, 20128). 6. On March 31, 2015, the Center for Public Integrity published a report detailing the $875,000 in contributions Black Men Vote reported having received from SPM Holdings LLC in 2012.9 7. According to the report: It was less than a month before the 2012 election when [Jeff Johnson,] a spokesman for Black Men Vote, a political group backed by hip?hop musicians including Common and Pras Michel, publicly announced: want a $500,000 donor.? Three days later, his wish was all but granted. That?s when a cool $400,000 landed in the bank account of Black Men Vote, a super PAC whose goal was mobilizing young black men to support President Barack Obama?s re-election. . . . The source of the money? An obscure limited liability company identi?ed as Holdings with an address in Palm Beach Gardens, Florida. By Election Day, SPM Holdings would double down and make an additional six- ?gure contribution, bringing its total ?nancial support of Black Men Vote to $875,000.10 8. According to the Center for Public Integrity report, between 2012 and publication of the report on March 31, 2015, the donor ?behind SPM Holdings would remain . . . a mystery.?ll 9. The Center for Public Integrity reported that, while Florida state business registration records do not show any company named Holdings Florida real estate 6 Black Men Vote, October Quarterly Report, Oct. 15, 2012, available at Black Men Vote, 12 Day-Pre General Report, Oct. 17, 2012, avaiiabIe ar Id. See Beckel, supra note 1. '0 Id. Id. 9 10. 11. 12. records do show a company named 2012 Holdings at the same Florida address that Black Men Vote listed for SPM Holdings LLC in its disclosure report ?led with the Commission.12 SPM 2012 Holdings LLC is ?registered in Delaware, where records list only a registered agent: Dover, Delaware-based Registered Agent Solutions Inc., a for-pro?t company that boasts of being ?an innovative leader in the registered agent and transactional service industry. According to the Center for Public Integrity, Pras Michel ?con?rmed that SPM Holdings LLC which is of?cially called SPM 2012 Holdings LLC was his, adding that it was ?just a holding company to do my everyday business through. ??14 This acknowledgment means that Pras Michel provided $1.225 million in total to Black Men Vote $350,000 in his own name and $875,000 in the name of SPM Holdings LLC. According to the Center for Public Integrity, ?William Kirk, the founder and treasurer of Black Men Vote, said he was grateful for the resources provided by Pras and the super other supporters.?l5 According to Commission records, Black Men Vote ?led a mid?year report on August 3, 2013, but has failed to ?le any further required reports.? According to the last report ?led, Black Men Vote reported Cash on Hand of $37,559.35 and Debts and Obligations Id. Id. Id. 1d. The Commission has sent Black Men Vote Failure to File? letters on February 26, 2014, May 2, 2014, August 4, 2014, November 3, 2014, December 19, 2014 and February 20, 2015. See Details for Committee ID C00528950. l7 4 13. 14. 15. 16. SUMMARY OF THE LAW 1. PROHIBITION ON CONTRIBUTIONS IN THE NAME OF ANOTHER FECA provides that person shall make a contribution in the name of another person or knowingly permit his name to be used to effect such a contribution and no person shall knowingly accept a contribution made by one person in the name of another person." 52 U.S.C. 30122. The Commission regulation implementing the statutory prohibition on ?contributions in the name of another? provides the following examples of ?contributions in the name of another?: 0 ?Giving money or anything of value, all or part of which was provided to the contributor by another person (the true contributor) without disclosing the source of money or the thing of value to the recipient candidate or committee at the time the contribution is made.? 11 C.F.R. - ?Making a contribution of money or anything of value and attributing as the source of the money or thing of value another person when in fact the contributor is the source.? 11 C.F.R. ll. POLITICAL COMMITTEE REPORTING REQUIREMENTS FECA requires the treasurer of a political committee to sign and file periodic disclosure reports of receipts and disbursements, see 52 U.S.C. 30104(a)(1), pursuant to the schedule set forth in the statute, see 52 U.S.C. 30104(a)(4). Such political committee disclosure reports must include, inter alia, the ?identi?cation Of each person who makes a contribution to the reporting committee during the reporting period, whose contribution or contributions have an aggregate amount or value in excess Of $200 within the calendar year . . . 52 U.S.C. 30104(b)(3)(A). 17. 18. 19. 20. 21. CONTRIBUTIONS BY LIMITED LIABILITY COMPANIES Commission regulations provide that limited liability companies (LLC) are treated as either partnerships or corporations for ECA purposes, consistent with the tax treatment they elect under the Internal Revenue Code. 11 C.F.R. A contribution by an LLC that elects to be treated as a partnership by the Internal Revenue Service (IRS), or does not elect treatment as either a partnership or a corporation, is considered a contribution from a partnership and attributed to each partner. 11 C.F.R. 110.1(e) and An LLC that elects to be treated as a corporation by the IRS is considered a corporation for the purposes of FECA. 11 C.F.R. A contribution by an LLC with a single natural person member that does not elect to be treated as a corporation by IRS is attributed only to that single member. 11 C.F.R. 1 10. see also Advisory Opinion 2009?2 (True Patriot Network) (treating expenditures by a single member LLC, like contributions, as attributable solely to the single member). An LLC that is treated as a partnership, or that has a single natural person member and does not elect treatment as a corporation, that makes a contribution shall, at the time it makes the contribution, ?provide information to the recipient committee as to how the contribution is to be attributed, and af?rm to the recipient committee that it is eligible to make the contribution.? 1] C.F.R. CAUSES OF ACTION COUNT I: There is reason to believe that Pras Michel made contributions to Black Men Vote in the 22. name of SPM Holdings LLC in violation of 52 U.S.C. 30122. Based on the published report detailed above and disclosure reports ?led with the Commission, complainants have reason to believe that Pras Michel made two separate contributions totaling $875,000 $400,000 on November 12, 2012 and $475,000 on November 24, 2012 to Black Men Vote in the name of SPM Holdings LLC in violation of 52 U.S.C. 30122. COUNT II: There is reason to believe that SPM Holdings LLC knowingly permitted its name to be used by Pras Michel for making contributions to Black Men Vote in violation of 52 U.S.C. 23. 30122. Based on the published report detailed above and disclosure reports ?led with the Commission, complainants have reason to believe that SPM Holdings LLC knowingly permitted its name to be used by Pras Michel for making two separate contributions totaling $875,000 $400,000 on November 12, 2012 and $475,000 on November 24, 2012 to Black Men Vote in violation of 52 U.S.C. 30122. COUNT 111: There is reason to believe that Black Men Vote, and William Kirk Jr., Treasurer, knowingly accepted contributions made by Pras Michel in the name of SPM Holdings LLC 24. in violation of 52 U.S.C. 30122. Based on the published report detailed above and disclosure reports ?led with the Commission, complainants have reason to believe that Black Men Vote, and William Kirk Jr., its Treasurer, knowingly accepted two separate contributions totaling $875,000 $400,000 on November 12, 2012 and $475,000 on November 24, 2012 that were made by Pras Michel in the name of SPM Holdings LLC in violation of 52 U.S.C. 30122. COUNT IV: There is reason to believe that Black Men Vote, and William Kirk Jr., Treasurer, knowingly reported SPM Holdings LLC as the contributor of contributions actually made by Pras Michel in violation of 52 U.S.C. 30104. 25. Based on the published report detailed above and disclosure reports ?led with the Commission, complainants have reason to believe that Black Men Vote, and William Kirk Jr., its Treasurer, knowingly reported SPM Holdings LLC as the contributor of two separate contributions totaling $875,000 $400,000 on November 12, 2012 and $475,000 on November 24, 2012 that were actually made by Pras Michel in the name of SPM Holdings LLC in violation of 52 U.S.C. 30104. COUNT V: There is reason to believe that Pras Michel and Black Men Vote, and William Kirk Jr., Treasurer, attributed contributions from Pras Michel to Black Men Vote to SPM Holdings LLC in violation of 11 C.F.R. 26. Based on the published report detailed above and disclosure reports ?led with the Commission, complainants have reason to believe that Pras Michel and Black Men Vote, and William Kirk Jr., its Treasurer, attributed two separate contributions totaling $875,000 $400,000 on November 12, 2012 and $475,000 on November 24, 2012 to SPM Holdings LLC, which were instead required to be attributed to Pras Michel, in violation ofll C.F.R. COUNT VI: There is reason to believe that Black Men Vote, and William Kirk Jr., Treasurer, have failed since January 2014 to ?le the periodic disclosure reports required by FECA in violation of 52 U.S.C. 30104. 27. Based on RFAI Failure to File letters issued by the Commission, complainants have reason to believe that Black Men Vote, and William Kirk Jr., its Treasurer, have failed since January 2014 to ?le the periodic reports of receipts and disbursements required by FECA in violation of 52 U.S.C. 30104. PRAYER FOR RELIEF 28. Wherefore, the Commission should ?nd reason to believe that Pras Michel, SPM Holdings LLC, Black Men Vote, and its Treasurer William Kirk .lr. have violated 52 U.S.C. 30101 etseq., including 52 U.S.C. 30104 and 30122, and conduct an immediate investigation under 52 U.S.C. 30109(a)(2). Further, the Commission should determine and impose appropriate sanctions for any and all violations, should enjoin the respondents from any and all violations in the future, and should impose such additional remedies as are necessary and appropriate to ensure compliance with the FECA. April 9, 2015 Respect?illy submitted, 09% Campaign Legal CentEr, by J. Gerald Hebert 215 Street, NE Washington, DC 20002 (202) 736-2200 ?ak Democracy 21, by Fred Wertheimer 2000 Massachusetts Avenue, NW Washington, DC 20036 (202) 355?9600 Paul S. Ryan The Campaign Legal Center 215 Street, NE Washington, DC 20002 Counsel to the Campaign Legal Center Donald J. Simon Sonosky, Chambers, Sachse Endreson Perry LLP 1425 Street, NW??~Suite 600 Washington, DC 20005 Counsel to Democracy 21 10 VERIFICATION The complainants listed below hereby verify that the statements made in the attached Complaint are, upon their information and belief, true. For Complainant Campaign Legal Center QGerald HebeIt JEANNE G. KA12 UBUO OF WA WCommission Expires Jammy 1. 2018 For Complainant Democracy 21 Wk Fred Wertheimer ll