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Delivered-To: john.podesta@gmail.com Received: by 10.100.255.16 with SMTP id c16cs526433ani; Tue, 25 Mar 2008 05:51:59 -0700 (PDT) Received: by 10.141.168.7 with SMTP id v7mr3237805rvo.118.1206449515410; Tue, 25 Mar 2008 05:51:55 -0700 (PDT) Received: by 10.142.221.17 with HTTP; Tue, 25 Mar 2008 05:51:55 -0700 (PDT) Message-ID: <d8506cac0803250551p612c0fbbp21aa71fa888aa511@mail.gmail.com> Date: Tue, 25 Mar 2008 08:51:55 -0400 From: "Amy Dacey" <amy@fundforamerica.net> To: "John Podesta" <john.podesta@gmail.com>, "JStocks@nea.org" <jstocks@nea.org>, "Robert McKay" <rmckay@mckayfund.org>, "Anna Burger" <anna.burger@seiu.org> Subject: Attoney Client Communication: Follow up to Board Decision to Donate $1,500,000 to CDA In-Reply-To: <B59CDCDF8B32F54E8E671C96A907FA6701C27D10@WDCSMAIL01.perkinscoie.root.loc> MIME-Version: 1.0 Content-Type: multipart/alternative; boundary="----=_Part_11373_24930356.1206449515387" References: <B59CDCDF8B32F54E8E671C96A907FA6701C27D10@WDCSMAIL01.perkinscoie.root.loc> ------=_Part_11373_24930356.1206449515387 Content-Type: text/plain; charset=ISO-8859-1 Content-Transfer-Encoding: 7bit Content-Disposition: inline I wanted to share this communication from marc in regards to CDA- We are working together with Susan and David Brock to expedite but I do think that Marc's points below should be considered. Please let me know immediately if you have any concerns or questions. I will alerty everyone once the grant money is moved. Thank you ---------- Forwarded message ---------- From: Elias, Marc (Perkins Coie) <MElias@perkinscoie.com> Date: Mon, Mar 24, 2008 at 6:28 PM Subject: Attoney Client Communication: Follow up to Board Decision to Donate $1,500,000 to CDA To: amy@fundforamerica.net Amy- As you know, late last week CDA underwent a significant restructuring. As a result of a change in Board control, it hired new outside counsel. On Thursday I contacted CDA's new attorney to set up a meeting to discuss the relationship between FFA and CDA. Given the uncertainty surrounding CDA's activities and the complex legal issues facing both organizations, it was my hope to have counsel for both organizations sit down to discuss the legal relationship in an effort to avoid problems at either end. Initially I was told that while Ki Hong (the new lawyer) was out this week, I could meet with his partner Larry Noble Monday morning. That meeting was canceled by Larry over the weekend and postponed until Ki's return next week. I emailed Matt Butler (who is working for CDA under David Brock) to confirm that this timetable worked for CDA and that they had no immediate need for the money. He indicated that this schedule was acceptable. Late today Susan McCue indicated that while a short delay was possible, CDA actually does need the money as soon as possible. If a delay in funding will cause irreparable harm to CDA then we can revisit. However, I have a few basic questions that I would like to have answered before donating: 1. Are they an MCFL and do they plan to act as one? 2. Are FFA funds being segregated into an account only for ads? For certain types of ads? Or are they going int a general account for CDA? 3. Do they anticipate further donor disclosure of FFA in connection with their activities? When I spoke to their new attorney last Thursday he did not know the answers to any of these questions. While FFA shoud not and cannot micromanage CDA, having answers to these questions is essential to protect FFA's own legal position. Given the legal sensitivities, I would advise that this conversation take place only counsel to counsel. Will you may share this email (or its substance) with the FFA Board, to protect the attorney client privilege, please do not forward this email outside of FFA. Let me know how you woud like to proceed. If we donate the funds now we can discuss language to protect FFA. Marc Marc E. Elias Perkins Coie LLP 607 14th St, NW Washington, DC 20005 202-434-1609 (ph) 202-654-9126 (fax) melias@perkinscoie.com NOTICE: This communication may contain privileged or other confidential information. If you have received it in error, please advise the sender by reply email and immediately delete the message and any attachments without copying or disclosing the contents. Thank you. IMPORTANT TAX INFORMATION: This communication is not intended or written by Perkins Coie LLP to be used, and cannot be used by the taxpayer, for the purpose of avoiding penalties that may be imposed on the taxpayer under the Internal Revenue Code of 1986, as amended. -- Amy K. Dacey Executive Director Fund for America 202-730-7727 ------=_Part_11373_24930356.1206449515387 Content-Type: text/html; charset=ISO-8859-1 Content-Transfer-Encoding: 7bit Content-Disposition: inline <div>I wanted to share this communication from marc in regards to CDA- We are working together with Susan and David Brock to expedite but I do think that Marc's points below should be considered.</div> <div>Please let me know immediately if you have any concerns or questions.</div> <div>I will alerty everyone once the grant money is moved. </div> <div>Thank you</div> <div><br><br> </div> <div class="gmail_quote">---------- Forwarded message ----------<br>From: <b class="gmail_sendername">Elias, Marc (Perkins Coie)</b> <<a href="mailto:MElias@perkinscoie.com">MElias@perkinscoie.com</a>><br>Date: Mon, Mar 24, 2008 at 6:28 PM<br> Subject: Attoney Client Communication: Follow up to Board Decision to Donate $1,500,000 to CDA<br>To: <a href="mailto:amy@fundforamerica.net">amy@fundforamerica.net</a><br><br><br> <div> <p><font size="2">Amy-<br><br>As you know, late last week CDA underwent a significant restructuring. As a result of a change in Board control, it hired new outside counsel. On Thursday I contacted CDA's new attorney to set up a meeting to discuss the relationship between FFA and CDA. Given the uncertainty surrounding CDA's activities and the complex legal issues facing both organizations, it was my hope to have counsel for both organizations sit down to discuss the legal relationship in an effort to avoid problems at either end.<br> <br>Initially I was told that while Ki Hong (the new lawyer) was out this week, I could meet with his partner Larry Noble Monday morning. That meeting was canceled by Larry over the weekend and postponed until Ki's return next week. I emailed Matt Butler (who is working for CDA under David Brock) to confirm that this timetable worked for CDA and that they had no immediate need for the money. He indicated that this schedule was acceptable. Late today Susan McCue indicated that while a short delay was possible, CDA actually does need the money as soon as possible.<br> <br>If a delay in funding will cause irreparable harm to CDA then we can revisit. However, I have a few basic questions that I would like to have answered before donating:<br><br>1. Are they an MCFL and do they plan to act as one?<br> <br>2. Are FFA funds being segregated into an account only for ads? For certain types of ads? Or are they going int a general account for CDA?<br><br>3. Do they anticipate further donor disclosure of FFA in connection with their activities?<br> <br>When I spoke to their new attorney last Thursday he did not know the answers to any of these questions. While FFA shoud not and cannot micromanage CDA, having answers to these questions is essential to protect FFA's own legal position.<br> <br>Given the legal sensitivities, I would advise that this conversation take place only counsel to counsel. Will you may share this email (or its substance) with the FFA Board, to protect the attorney client privilege, please do not forward this email outside of FFA.<br> <br>Let me know how you woud like to proceed. If we donate the funds now we can discuss language to protect FFA.<br><br>Marc<br><br><br><br>Marc E. Elias<br>Perkins Coie LLP<br>607 14th St, NW<br>Washington, DC 20005<br> 202-434-1609 (ph)<br>202-654-9126 (fax)<br><a href="mailto:melias@perkinscoie.com" target="_blank">melias@perkinscoie.com</a><br><br><br>NOTICE: This communication may contain privileged or other confidential information. If you have received it in error, please advise the sender by reply email and immediately delete the message and any attachments without copying or disclosing the contents. Thank you.<br> <br>IMPORTANT TAX INFORMATION: This communication is not intended or written by Perkins Coie LLP to be used, and cannot be used by the taxpayer, for the purpose of avoiding penalties that may be imposed on the taxpayer under the Internal Revenue Code of 1986, as amended.<br> <br><br><br></font></p></div></div><br><br clear="all"><br>-- <br>Amy K. Dacey<br>Executive Director<br>Fund for America<br>202-730-7727 ------=_Part_11373_24930356.1206449515387--