Subject: Attoney Client Communication: Follow up to Board Decision to Donate $1,500,000 to CDA
From: "Amy Dacey" <[email-masked]>
To: "John Podesta" <[email-masked]>, "[email-masked]" <[email-masked]>, "Robert McKay" <[email-masked]>, "Anna Burger" <[email-masked]>
Date: Tue, 25 Mar 2008 08:51:55 -0400

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) <[email-masked]>
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: [email-masked]

 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)
[email-masked]

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-- 
Amy K. Dacey
Executive Director
Fund for America
202-730-7727