CONFIDENTIAL

SUBJECT TO ATTORNEY CLIENT PRIVILEGE

MEMORANDUM

TO: Michigan Republican Party

FROM: Jonathan E. Lauderbach

Adam D. Bruski

DATE: January 15, 2021

RE: Preliminary Internal Investigation Report

Article V(J) of the Bylaws of the Michigan Republican Party (the “MRP” or “State Party”)
require that the “[t]he Treasurer . . . shall . . . have books audited or reviewed for each preceding
election cycle by certified public accountants proposed by the Chairman and approved by the
Budget Committee.” Mary Doster is a certified public accountant proposed by State Party Chair
Laura Cox to review the books of the State Party in December of 2020 for the preceding election
cycle which began on November 7, 2018, and her report will be submitted to the Budget
Committee for approval.

On December 10, 2020, Ms. Doster advised Treasurer Carl Meyers and the State Party’s Chief
Financial Officer, Henrietta “Henri” Tow, that MRP had failed to provide any documentation other
than cancelled checks for two disbursements: check #7494 dated January 15, 2019 in the amount
of $10,000, and check #7512 dated February 12, 2019 in the amount of $140,000. Both checks
were payable to Stan Grot, and both disbursements were made from the State Party’s
administrative account (the “Administrative Account”). Further inquiry into these payments led
to the discovery of five additional $10,000 payments made to Mr. Grot from the Administrative
Account between August 20, 2018 and December 18, 2018.

On December 12, 2020, Ms. Cox and the MRP’s General Counsel, Stu Sandler, discussed with
Mr. Meyers the facts of which they were aware at that time surrounding the payments to Mr. Grot.
They explained to Mr. Meyers – as is described more fully below – that they had attempted without
success to obtain a copy of any contracts memorializing a consulting or vendor relationship with
Mr. Grot from both past Chair Ron Weiser and past General Counsel Michael Pattwell of Clark
Hill, PLC. They also advised Mr. Meyers that they had retained the firm of Dykema Gossett
(“Dykema”) to investigate any compliance issues associated with the Grot relationship and to
obtain a copy of any contracts relating to same. It became clear that Mr. Meyers had some
awareness of the Grot payments, as he told Ms. Cox and Mr. Sandler “I always wondered what the
backstory was on that.” Mr. Sandler recalls that at the conclusion of their telephone call, Mr.
Meyers concurred that “this whole thing doesn’t pass the smell test.”
On December 21, 2020, Warner Norcross + Judd LLP (“WNJ”) was retained by the MRP to
independently investigate the expenditures to Mr. Grot that were discovered during Ms. Doster’s
review.1 We are an impartial finder of fact. It is not within the scope of our engagement with the
MRP to make any legal conclusions or judgments about the facts as we collected them. This report
provides a summary of our factual findings for the MRP to consider as it determines its next steps.

Interview of Henrietta Tow

Ms. Tow was interviewed by Jonathan Lauderbach and Adam Bruski of WNJ on December 24,
2020 via Zoom. Mr. Lauderbach began the interview by explaining WNJ’s role as an impartial
fact finder and giving Ms. Tow the Upjohn warnings. Ms. Tow confirmed that she understood the
warnings and consented to proceed with the interview.

Ms. Tow described herself as the CFO of the MRP and indicated that she has worked for the State
Party since September of 1997. Her duties include oversight of all incoming money, which is
deposited into ten or eleven different accounts maintained by the State Party. The amount of
money that flows through these accounts is as much as $50 million in an election year. Ms. Tow’s
role is to ensure that the money goes where it is intended and where it is legally allowed to go.
She also oversees the building in which the MRP operates and the leases for the statewide victory
centers. Ms. Tow said that she is careful to operate as a fiduciary, independent of the political
activities of the State Party.

Ms. Tow explained that the Administrative Account is not regulated by the Federal Election
Commission (“FEC”) or the Michigan Secretary of State’s Bureau of Elections. The State Party
deposits corporate contributions into the Administrative Account but it does not operate as an
independent expenditure committee. Accordingly, the Administrative Account cannot be used for
express advocacy. Ms. Tow advised that State Party leadership is vigilant to only use the
Administrative Account for permitted party-building activities and issue advocacy, and that only
the MRP’s Executive Director (also referred to as the Chief of Staff) and the Chair can authorize
expenditures out of it.

Ms. Tow was asked if the State Party has a process or procedure for documenting consultant or
vendor relationships. She responded in the affirmative, and elaborated that all but two such
relationships of which she is aware – one with Scott Hagerstrom and one with Mr. Grot – were
memorialized with written contracts.2 She said that the process involves review by the Executive
Director or General Counsel, and once approval is given by one of those two individuals, a signed
copy is given to Ms. Tow to be maintained in SharePoint.3 As vendor payments come due under

1
At some point after December 12, 2020, Dykema determined it had a conflict and WNJ was retained
instead.
2
Ms. Tow advised that while at the Pink Pony on Mackinac Island in 2017, she encountered a visibly
intoxicated Mr. Hagerstrom, who simultaneously boasted and complained that he was being paid $80,000
by the State Party to do nothing. Ms. Tow confirmed that Mr. Hagerstrom’s company, GSPLE, LLC, was
paid $81,500 between 2017 and 2018 without any written contract and without any discernible services
being provided in exchange for such payments.
3
SharePoint is a web-based document management and storage system used by the MRP.

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the contracts, an employee fills out a check request form that is approved by the Executive Director
or Chair and the check request is then forwarded to Ms. Tow so that a check can be prepared.

Ms. Tow advised that on August 20, 2018, MRP’s then-Chief of Staff and General Counsel,
Colleen Pero, asked her to draw a check payable to Mr. Grot in the amount of $10,000. Ms. Pero
told Ms. Tow that she needed the check that day. Ms. Pero did not provide Ms. Tow a copy of a
written contract with Mr. Grot, as would have been consistent with State Party recordkeeping
practice. Ms. Tow recalled that she filled out a check request form – so that at least there was
some record of the reason for the expenditure – and had Ms. Pero initial the form. On September
18, 2018, Ms. Tow was asked to prepare another $10,000 check for Mr. Grot. In the ensuing
months, Mr. Grot would call Ms. Tow directly to request checks for $10,000. In each instance, the
expenditure was approved by Ms. Pero, and Ms. Pero signed the checks on each of October 18,
November 19 and December 18, 2018.

Ms. Tow believed it was odd that she was never given a copy of a written contract with Mr. Grot
that would be maintained on SharePoint as with other consultants or vendors. Asked if there was
ever another time where an outside vendor would contact her directly to get checks without a prior
written contract and pre-approved check request, she responded that she could not recall any in
her 23 years with the State Party.

Ms. Tow recalled that Ms. Pero retired in December of 2018 and was succeeded as Chief of Staff
by Sarah Anderson and as General Counsel (“GC”) by Michael Pattwell of the law firm of Clark
Hill. Ms. Tow recalled that on or about February 12, 2019, she had a conversation with Ms.
Anderson and Mr. Pattwell about a “final” payment to Mr. Grot in the amount of $140,000. Ms.
Tow recalls distinctly – and described in stark terms – being shocked at the amount of money being
paid to Mr. Grot. She reported that this was especially so because the Administrative Account did
not have $140,000 in it, and she had to draw on the MRP’s line of credit at Comerica Bank in order
to cover the check. The draw on the line of credit was approved by, and the $140,000 check was
signed by, Ms. Anderson. Ms. Tow recalls Ms. Anderson and Mr. Pattwell agreeing that Mr.
Pattwell should draft a contact for Mr. Grot to sign acknowledging that he was “paid in full” prior
to tendering the $140,000 payment to him.

When Ms. Tow asked Ms. Pero on August 20, 2018 what the initial payment was for, she
responded that Mr. Grot was going to engage in precinct delegate recruiting. Ms. Pero later said
Mr. Grot was also going to be doing issue advocacy for the State Party. When asked if she ever
learned what Mr. Grot did in exchange for the payments, Ms. Tow responded that she was told by
either Ms. Pero in late 2018 or Ms. Anderson in early 2019 (Ms. Tow recalls that the conversation
took place in the winter) that Mr. Grot was paid to withdraw from the 2018 race for the Secretary
of State nomination.

Interview of Laura Cox

Ms. Cox was interviewed by Messrs. Lauderbach and Bruski on December 28, 2020 via Zoom.
Mr. Lauderbach began the interview by explaining our role as impartial fact finder in this
investigation and gave Ms. Cox the Upjohn warnings. Ms. Cox confirmed that she understood the
warnings and consented to proceed with the interview.

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Ms. Cox was elected as Chair of the MRP on February 23, 2019 and has worked in the role since
that time. When asked about her involvement with the MRP’s finances, Ms. Cox stated that she
is very involved. She sees her role as being a fiduciary of the State Party and financial issues are
part of daily and weekly meetings with her relevant staff.

After her election as Chair, Ms. Cox stated that she began working with her team that first two
weeks to get her arms around the financial situation of the State Party. Ms. Cox recalled reviewing
budgets, projections, and expenses. She met with all the full time staff in those initial weeks. She
stated that the number of full time staff varies depending on what part of an election cycle they are
in. She recalled that in early 2019 the staff was around 15 individuals. Some of these were in the
process of leaving or had given their notice. For instance, Ms. Anderson was there initially and
gave some record books to Ms. Cox, but was gone within the first week. At the same time, Ms.
Cox was bringing in some new staff members. Ms. Cox stated that her team included an executive
director, a finance director/fundraiser, a chief financial officer, and her assistant that all had a hand
in the finances of the MRP. She recalled that occasionally other staff would be involved as needed.

Ms. Cox was asked about the rules associated with the Administrative Account. She stated that
the account is traditionally used for issue advocacy and cannot be used to promote or oppose a
specific candidate. She indicated that the MRP has a very good compliance officer – Ms. Tow –
who is well known for her knowledge of campaign finance rules.

Ms. Cox was asked about the MRP’s procedures for vendor contracts. She indicated she did not
know what previous Chairs had done, but that in her experience Ms. Tow insisted on consistent
adherence to policies and procedures so that she could keep accurate documentation. Ms. Cox
indicated that “in her shop” there is a deference to Ms. Tow’s expertise.

Ms. Cox was asked if she was aware of any circumstances where a contractor was retained without
a contract. Ms. Cox said there have been no such arrangements under her leadership but there had
been under others. Ms. Cox explained that in the course of investigating why the Administrative
Account was $940,000 in debt when she was elected Chair, she discovered the $140,000 check
issued to Mr. Grot just before her term started. This caused her to ask additional questions about
the Administrative Account and the payment to Mr. Grot in particular.

Ms. Cox explained that Mr. Grot is a party activist. Ms. Cox stated that she asked Ms. Tow for a
copy of the State Party’s contract with Mr. Grot, and that Ms. Tow responded that she had never
seen one. Ms. Cox remembers looking at the dates of the payments to Mr. Grot and that they
“were telling a story that is troubling” insofar as the first one was issued five days before the
August 2018 nominating convention at which delegates selected the State Party’s nominee for
Secretary of State. Ms. Cox recalled that Mr. Grot had dropped out of that race just before the
convention. As Ms. Cox recalled, the records then showed monthly checks to Mr. Grot for $10,000
and then the $140,000 check to him less than 10 days before Ms. Cox took over as Chair.

According to Ms. Cox, Ms. Tow indicated that she did not know what the checks were for and that
she never saw a contract. Per Ms. Cox, Ms. Tow only had check requests and check stubs. Ms.
Cox recalled that Ms. Tow had showed one of either the check request forms or the check stubs to

4
MRP’s Executive Director and that it indicated “precinct delegate recruitment.” Ms. Cox
remembers finding this odd as that type of work would normally be done in the spring. Ms. Cox
also indicated that it was unusual to pay people for delegate recruitment, although she stated that
the previous Chair, Mr. Ron Weiser, had a bonus program in place to reward county parties’
recruitment efforts. Ms. Cox indicated that she stopped that program when she became Chair.

Ms. Cox was asked if there was a check stub for the next monthly payments. She indicated that
there should have been, but she has not seen them. She said Ms. Tow looked for them, but Ms.
Cox is unaware if Ms. Tow found them. Ms. Cox indicated that Colleen Pero had filled out the
first check request.

Ms. Cox was asked what she did after she found out about these payments. Ms. Cox said that she
found it a difficult decision. Ms. Cox noted that Mr. Weiser’s name is on the MRP building. She
recalled talking to the MRP’s incoming General Counsel (“GC”), Stu Sandler.4 Ms. Cox recalled
that she and Mr. Sandler decided to meet with the MRP’s then-General Counsel, Mike Pattwell.
Ms. Cox remembers asking that Mr. Pattwell come over to the MRP building and bring any
outstanding issues, contracts, etc.

Mr. Pattwell met with Ms. Cox and Mr. Sandler at the MRP building on February 27, 2019. Ms.
Cox recalls Mr. Pattwell bringing a folder containing some documents but not the contract with
Mr. Grot. Ms. Cox asked Mr. Pattwell where the Grot contract was and remembers Mr. Pattwell
stating that it was “offsite” and that Mr. Pattwell would have to “talk to my client,” referring to
Mr. Weiser. Ms. Cox recalls that Mr. Pattwell was clearly uncomfortable. She remembers telling
Mr. Pattwell that “we [the MRP] are the client” and that Mr. Pattwell responded that he still needed
to talk to Mr. Weiser before discussing the Grot matter.

After the initial meeting with Mr. Pattwell, Ms. Cox recalled sending an email to him indicating
that she wanted to talk to him again. She stated that Mr. Pattwell initially accepted the meeting,
but subsequently cancelled the meeting and emailed a resignation of his position as General
Counsel.

Ms. Cox recalls receiving a text from Mr. Weiser the same day of the initial meeting with Mr.
Pattwell. Ms. Cox stated that she no longer has the text message but that in it, Mr. Weiser asked
her to call him “ASAP.” Ms. Cox stated that she called him some time later. She recalls that in
this conversation Mr. Weiser talked very quickly and told her to “butt out” of the issue with Mr.
Grot. Ms. Cox remembers Mr. Weiser stating that “this had nothing to do with you, it was
necessary to get him out of the race, we couldn’t have all men” and she also recalls Mr. Weiser
saying something about needing to get Mr. Grot to drop out of the Secretary of State race because
he speaks with an accent. Ms. Cox recalls that Mr. Weiser acknowledged there was a contract to
support the Grot payments, but told her “you don’t need it” and “it has nothing to do with you.”
Ms. Cox remembers telling Mr. Weiser that it was a lot of money and Mr. Weiser responding that
“it was to get [Mr. Grot] out of the race.” Ms. Cox noted that Mr. Weiser thereafter spoke to
Republican National Committee Chair Ronna Romney McDaniel and complained about Ms. Cox.

4
According to Ms. Cox, Mr. Sandler was serving as acting General Counsel at the time as he had not yet
been officially confirmed to the role.

5
Ms. Cox was asked if she has attempted to speak to Mr. Grot about these payments. She indicated
that the MRP’s Executive Director, Mike Ambrosini, emailed him in mid-November 2020 saying
they needed to prepare for the biannual audit. Ms. Cox noted that almost $34 million had flowed
through the four accounts in the last election cycle and the CPA they had engaged – Ms. Doster –
had identified a couple of items that needed backup documentation, including the payments to Mr.
Grot. Ms. Cox recalled that Mr. Ambrosini sent emails to Mr. Weiser and Mr. Grot asking for the
contracts and that Mr. Grot replied that he had nothing to give them.

Ms. Cox was asked if she inquired of Mr. Weiser whether Mr. Grot has actually done work for the
MRP. Ms. Cox said she did not because Mr. Weiser made it clear to her that the payments were
to get Mr. Grot out of the race for the Secretary of State nomination. Ms. Cox says she remembers
thinking at the time that this was an inappropriate use of Administrative Account funds because
the payments may have influenced the election of a candidate. She stated that she “knew
instinctively it did not seem kosher.”

Ms. Cox stated that “if they paid [Mr. Grot] to get out of the race – that is against what I believe
in.” Ms. Cox explained her belief that a candidate should drop out for their own reasons, and that
being bought out does not seem right to her especially if it is done using corporate money.

Interview of Stu Sandler

Mr. Sandler was interviewed by Messrs. Lauderbach and Bruski on December 29, 2020 via Zoom.
Mr. Lauderbach began the interview by explaining our role as impartial fact finder in this
investigation and gave Mr. Sandler the Upjohn warnings. Mr. Sandler confirmed that he
understood the warnings and consented to proceed with the interview.

Mr. Sandler described himself as the current GC of the MRP, a position to which he was appointed
in March 2019. He described his duties as including giving advice and counsel to the Chair, other
committee members and MRP staff. He sees his role as that of a corporate counsel. Mr. Sandler
indicated that the GC role is defined in the bylaws of the MRP.

Mr. Sandler said he has been involved with the MRP since 1995. He said Eric Doster was GC of
the MRP from 1995 to 2017, when he was replaced by Colleen Pero. Mr. Sandler indicated that
Mike Pattwell then was GC for a little over a month before he resigned and was replaced by Mr.
Sandler. Mr. Sandler said his appointment was ratified in May 2019.

Mr. Sandler was asked what role he has in the MRP’s finances. He stated that he is occasionally
asked to review transactions if there is a legal question about them. He stated that he would
typically receive such calls from the CFO [Ms. Tow] or the Executive Director [Mr. Ambrosini].
Mr. Sandler indicated that he has experience in the area of campaign finance law. He explained
that the MRP has four accounts – two federal, one state, and the Administrative Account, which is
to be used for party building and issue advocacy. He described party building as being a variety
of expenses, including the costs of running the MRP office, travel, conferences, and conventions.
Mr. Sandler also described issue advocacy as an appropriate use of the Administrative Account
and defined it as being media that does not expressly advocate the election or defeat of a candidate.

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He described the key attribute of the Administrative Account as being that it not be used to
expressly support a candidate.

Mr. Sandler was asked if the MRP ever paid anyone for precinct delegate recruitment. He
responded that in 2017, Mr. Weiser as Chair had a program that gave money to county parties and
district committees to recruit delegates. Ms. Sandler said the amounts were in the range of a couple
hundred to a couple thousand dollars, and that the payments went to the organizations themselves,
not to individuals.

Mr. Sandler was asked if he was familiar with the MRP’s contracts with vendors and consultants
and responded that almost every transaction has a contract. He said there could be some instances
where there was not a contract and gave catering as an example. Mr. Sandler noted that Ms. Tow
had been the MRP’s bookkeeper for more than 20 years and that she has a very meticulous way of
doing business. Mr. Sandler described her as being very adamant about the structure. He said that
while Ms. Tow is deferential to the people she reports to, her strong preference is to have contracts
memorialized.

Mr. Sandler was asked if he knows Stan Grot. Mr. Sandler described Mr. Grot as a friend he has
known since at least 2002. Mr. Sandler described Mr. Grot as a political activist in Macomb
County and the Shelby Township Clerk. Mr. Sandler indicated he was familiar with Mr. Grot’s
campaign for the Secretary of State nomination in 2018. Mr. Sandler indicated that he supported
Mr. Grot, contributed money to his campaign, and did not know his opponent at the time. Mr.
Sandler said he would visibly show support for Mr. Grot by wearing his campaign stickers at
events, etc. Mr. Sandler recalled that Mr. Grot announced his candidacy in August 2017 so he was
in the race for about a year.

Mr. Sandler indicated that Mr. Grot announced he was dropping out of the race on August 17,
2018. Mr. Sandler recalled being surprised at this announcement because it looked like Mr. Grot
had the nomination “wrapped up.” Mr. Sandler said at the time of Mr. Grot dropping out, the
reasons given were that it wasn’t the right time, there were family issues, and statements about the
“political atmosphere.” Mr. Sandler said he thought at the time that something else must be going
on and that he had heard some earlier rumblings about the fact that the Democrats were running
an all-female ticket and there was discomfort in the MRP about not having a woman on the ticket.
Mr. Sandler described a sense in the State Party that they needed a better candidate – “a woman to
take on a woman” – and that while Mr. Grot was a grassroots organizer, he was not a good
candidate. Mr. Sandler said at the time he thought Mr. Grot had sufficient delegates to win the
election so he did not know how the State Party was going to stop Mr. Grot’s nomination.

Mr. Sandler was asked if he knew about payments from the MRP to Mr. Grot. Mr. Sandler said
he was aware of the $10,000 payments and the $140,000 payment to Mr. Grot. Mr. Sandler stated
that when he asked Mr. Pattwell for a copy of the contract with Mr. Grot that Mr. Pattwell
responded that it was “offsite.” Mr. Sandler indicated he has been through a couple of different
Chair transitions and that the first thing new Chairs ask for is the current books. Mr. Sandler said
that when he and Ms. Cox started to review the books in February 2019 they noticed and were
alerted to the $140,000 payment to Mr. Grot. Mr. Sandler said that started a conversation with
Ms. Tow, who Mr. Sandler described as being uncomfortable with the situation. Mr. Sandler

7
recalls Ms. Tow telling him that the Grot contract was offsite and he would have to ask others for
it.

Mr. Sandler said he and Ms. Cox were told that they needed to talk to Mr. Pattwell about the Grot
contract. Mr. Sandler said they asked Mr. Pattwell to come in to “review things.” According to
Mr. Sandler, Mr. Pattwell gave them a copy of his engagement letter and a couple of other things
he was working on. Mr. Sandler said that Mr. Pattwell seemed to be focused on the new Secretary
of State [Jocelyn Benson] and the things the MRP needed to be doing to combat her actions. Mr.
Sandler said they asked about the Grot contract and why it was not in the documents that Mr.
Pattwell provided to them. Mr. Sandler said that Mr. Pattwell gave them the impression that he
did not have access to it and that he needed to talk to his “client,” Ron Weiser. Mr. Sandler
remembers telling Mr. Pattwell that the MRP “is the client” and that it was an expenditure from
the MRP. Mr. Sandler recalls Mr. Pattwell nodding, but stating he would still have to get back to
them on the issue. Mr. Sandler indicated a second meeting with Mr. Pattwell was scheduled, but
Mr. Pattwell later informed them he could not make the meeting and resigned as GC.

Mr. Sandler was asked if there was anything else Mr. Pattwell said about the Grot payments. Mr.
Sandler said Mr. Pattwell looked flustered about the entire thing and that he gave the impression
he was walking in late on this issue – that the payments had started under Ms. Pero, and that only
the final two payment happened while Mr. Pattwell was GC. Mr. Sandler said that Mr. Pattwell
never said he did not know about the payments to Mr. Grot, but he also never said what they were
for. Mr. Sandler remembers getting the impression that they could not have gotten the contract
through normal means.

Mr. Sandler said he received a text message from Mr. Weiser after the first meeting with Mr.
Pattwell asking him to call. Mr. Sandler said that during this call, Mr. Weiser told him “you guys
have to knock this off, stop going after me” and said “we had to get him out of the race.” Mr.
Sandler described it as a “very aggressive conversation” and that he received the impression that
the payments were to get Mr. Grot out of the race for Secretary of State. Mr. Sandler indicated
that Ms. Cox said she had a similar conversation with Mr. Weiser. Mr. Sandler learned that Mr.
Weiser discussed this matter with Ms. McDaniel and with Reince Priebus. According to Mr.
Sandler, Mr. Weiser was calling a lot of people and telling them that Mr. Sandler and Ms. Cox
were attacking him and wanted them to be told to “knock it off.”

Mr. Sandler noted Mr. Weiser’s health problems and that he had left the MRP with considerable
debt. According to Mr. Sandler, Ms. Cox was working hard at the time to replenish the funds in
the Administrative Account. Mr. Sandler stated that they knew there would be an audit of this
later and the decision was made to leave it alone until then.

Mr. Sandler noted that there was another instance he knew of during Mr. Weiser’s tenure of a
payment to a vendor or consultant without a contract. He described a situation where Scott
Hagerstrom was paid by the MRP at Mr. Weiser’s direction in order that he did not run for MRP
Chair against Ms. McDaniel (who held that role before her appointment as RNC Chair). Mr.
Sandler said that Mr. Hagerstrom complained about not having anything to do under the
arrangement and that he wanted something to do to help the State Party. Mr. Sandler said that
when he decided to hire Mr. Hagerstrom himself, that Mr. Weiser was relieved.

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Mr. Sandler said he has not talked to either Ms. Pero or Ms. Anderson about this matter. Mr.
Sandler also said he has never talked to Mr. Grot about this issue, and has discovered no discernible
work product from Mr. Grot in exchange for these payments. Mr. Sandler described the payment
to Mr. Grot as “disturbing on its face” and said that it created a very difficult situation. He noted
that the events described above have been a source of disagreement among MRP leadership, but
nonetheless believes the situation merits further investigation and discussion.

Interview of Colleen Pero

Colleen Pero was interviewed by Mr. Lauderbach on Thursday, December 31, 2020 via telephone.
Mr. Lauderbach began the interview by explaining our role as impartial fact finders in this
investigation and gave Ms. Pero the Upjohn warnings. Ms. Pero then asked if the telephone call
was being recorded, and Mr. Lauderbach responded that it was not. Ms. Pero confirmed that she
understood the warnings and consented to proceed with the interview.

Ms. Pero described herself as a longtime volunteer for the State Party, and said that her tenure as
Chief of Staff (a term that is synonymous with Executive Director) from March of 2017 through
December of 2018 was the first time she got paid by the State Party for any services. Her term as
Chief of Staff was concurrent with Mr. Weiser’s term as Chair. A licensed attorney, Ms. Pero also
served as MRP GC during that time.

Ms. Pero was asked about the State Party’s policies for written contracts with consultants or
vendors. She did not recall if it was always the case, but said that written contracts were
“generally” required to memorialize such relationships. She could not recall a time when a
consultant or vendor was hired or paid in the absence of a written contract.

Ms. Pero recalled that the State Party entered into consulting agreements with longtime party
activists in parts of the state where the MRP lacked a robust physical presence. These consultants
were hired to recruit precinct delegates, among other tasks. The terms of such arrangements, and
the compensation paid thereunder, varied from consultant to consultant. She said that this was
done not only during Mr. Weiser’s 2017-2019 term of office, but also during his 2009-2010 term
as well. Consultants retained pursuant to these contracts included longtime party activists Sharon
Wise, Norm Shinkle and Tom Casperson.

Ms. Pero specifically recalled MRP entering into such a contract with Mr. Grot in 2018. Ms. Pero
said that she remembers drafting the contract although she could not remember exactly when. She
recalled that she found a consulting agreement in SharePoint that Eric Doster had drafted for
another consulting relationship, and used that document as a template for the Grot contract. She
recalls the services being provided thereunder including delegate recruitment, organizing events,
and generally engaging in activities associated with legislative races in Macomb County. She did
not recall the amount of the compensation provided for under the Grot agreement, but recalled that
it was a monthly contract (meaning that the amount of the payments were the same each month).
When asked if she recalled the monthly amount being roughly consistent with what other,

9
similarly-situated consultants received, she said she could not remember.5 When asked if she
recalls whether the contract provided for a lump-sum payout at the end, she said she did not. She
did say that it was possible that there was a termination provision in the event that Mr. Weiser
chose to not seek reelection as Chair.

Ms. Pero concluded her interview by saying “I don’t think anything untoward was done.”

Interview of Ron Weiser

Mr. Weiser has not agreed to be interviewed. He responded to WNJ’s emailed interview request
by saying that he would be in Northern Michigan for the duration of the holiday season during
which the interviews were being conducted. When WNJ reminded Mr. Weiser that the interviews
were being conducted via Zoom and would be scheduled at his convenience, he did not respond.

However, Mr. Lauderbach received a telephone call from Mr. Weiser on Monday, January 11,
2021. He still did not agree to be “interviewed” per se. On the contrary, it was clear that he was
already aware of the subject matter of the investigation, and before any kind of questioning could
begin simply told Mr. Lauderbach that there was “nothing wrong” with the payments made to Mr.
Grot. Mr. Weiser said that the MRP had a contract with Mr. Grot that was drafted by “outside
counsel”6 and that it was consistent with the State Party’s contracts with other consultants. In
addition, Mr. Weiser advised that he will insure that WNJ is provided with a copy of the Grot
contract, and that he would allow the investigation to continue, after he is elected State Party Chair
at the February convention.

Mr. Weiser expressed a belief that this investigation is politically motivated. He believes that the
investigation was commenced to aid Ms. Cox’s campaign for reelection as State Party Chair, and
hence hinder his own campaign for that office. Mr. Lauderbach explained the separation built into
WNJ’s engagement, including the role of Mr. Ambrosini in signing the engagement letter and the
role of the Treasurer and Budget Committee in receiving and approving the results of Ms. Doster’s
review and this report.

Mr. Weiser reiterated his question about the timing of the investigation, asking “they've known
about this for 2 years, why didn't they do this before?” Mr. Weiser further asked, rhetorically, why
Ms. Cox appointed Mr. Grot as chair of the Budget Committee if she had these concerns? Finally,

5
For context, the salary for the office of Chair allowed under Article V(A) of the MRP Bylaws “shall be
no less than the salary of the Senate Majority Leader and no more than the Governor.” As of 2019, the
salary of the Senate Majority Leader was $95,085, and the salary of the Governor was $159,300. The
current salary of the State Party Chair is $159,000. None of the witnesses who were interviewed could
recall any other consultant ever being paid more than the salary of the State Party’s Chair. The payments
to Mr. Grot, on an annualized basis, are more than double that amount.
6
It is unclear whether Mr. Weiser was referring to the initial contract with Mr. Grot from August of 2018,
or the agreement apparently drafted by Mr. Pattwell on February 8, 2019 discussed below. We note that
Ms. Pero said she drafted the initial contract while she was MRP’s in-house GC. Throughout his
conversation with Mr. Lauderbach, Mr. Weiser gave the impression that Clark Hill drafted all the
agreements associated with the Grot payments.

10
Mr. Weiser pointed out that since he was the largest contributor to the State Party in 2018, the
money paid to Mr. Grot was “all [his] money anyway.”

Mr. Weiser ended the call by reiterating his assurance that he would “direct” Clark Hill to produce
the Grot contract, and that his incoming Chief of Staff would contact Mr. Lauderbach after the
February convention.

Other Requested Interviews

In addition to its request to Mr. Weiser, WNJ sent written requests for interviews to Mr. Grot and
Mr. Pattwell via email on December 22, 2020. In addition, because of concerns that Mr. Grot may
not check email frequently, a letter requesting an interview was sent to his house via overnight
delivery service. After Ms. Tow’s interview on December 24, 2020, WNJ emailed a request to
Ms. Anderson as well. WNJ received a “read receipt” indicating that the email was read by Ms.
Anderson within minutes of being sent.

Mr. Pattwell responded through his counsel, John Inhulsen, on December 29, 2020. Mr. Inhulsen
advised Mr. Lauderbach in a telephone conversation that day that he was only representing Mr.
Pattwell individually, and not the Clark Hill law firm. He further advised Mr. Lauderbach that he
had instructed Mr. Pattwell to not respond to WNJ’s December 22, 2020 email. Mr. Inhulsen said
that “Mike Pattwell fixed a problem for Ron Weiser” and that Mr. Pattwell would not be speaking
further about it. Mr. Lauderbach expressed to Mr. Inhulsen that it would be beneficial to the
integrity of the investigation if Mr. Pattwell would agree to be interviewed. To date, Mr. Pattwell
has not agreed to do so.

On December 29, 2020, WNJ requested a copy of all files, records and documents in any form
relating to the State Party from Mr. Pattwell’s law firm, Clark Hill, PLC. WNJ’s request to Clark
Hill included an authorization for the release of such materials signed by MRP’s current Executive
Director, Mike Ambrosini. Clark Hill responded on December 30, 2020 that it would honor the
request, but that it needed more time to respond.

On January 5, 2021, despite its earlier assurance that it would produce the file, Clark Hill sent an
email to Mr. Lauderbach questioning the authority of Mr. Ambrosini to request release of the file.
Clark Hill indicated that it had been made aware of questions raised by two members of the State
Party’s Budget Committee about WNJ’s retention and its authority to conduct the investigation
and request the file. Later in the day on January 5, 2021, Mr. Lauderbach reminded Clark Hill that
Ms. Cox – who has authority under the MRP Bylaws to enter into contracts and execute all
documents on behalf of the State Party – had previously expressly confirmed Mr. Ambrosini’s
authority in an email to Clark Hill’s General Counsel, Edward Hood, on December 30, 2020.

On January 6, 2021 at 7:41 pm, Mr. Lauderbach received an emailed letter from Mr. Meyers. The
letter was addressed to both Mr. Hood and Mr. Lauderbach. The letter repeated the false premise
that “Mr. Lauderbach contends that he was retained by the Budget Committee...” and suggested
that since neither Mr. Meyers nor the Budget Committee had approved the retention, WNJ’s
investigation was not authorized. He further asserted that the investigation had been “initiated . .

11
. to advance the political interests of Ms. Cox in her campaign for reelection as Chair . . .”7 Mr.
Meyers “instruct[ed] Clark Hill to refuse to produce any documents in its possession.” While Mr.
Meyers appears to lack authority under the MRP Bylaws to do so, Clark Hill nevertheless appears
to be complying with Mr. Meyers’ directive at least pending further instruction from Mr. Weiser
as discussed above.

Mr. Grot and Ms. Anderson have never responded to WNJ’s interview requests.

Documentation Reviewed

WNJ reviewed Clark Hill’s invoice to MRP dated March 19, 2019. That invoice includes the
following time entries:

02/08/19 MJP Draft release, satisfaction, and confidentiality agreement and 2.0
attention to logistical matters
02/12/19 MJP Attention to human resource contractual matters [and other 1.5
unrelated services]
02/13/19 MJP Attention to human resources contractual matters [and other 2.0
unrelated services]
02/27/19 MJP Correspond and meet with Chairman Cox regarding legal 2.0
items; research administrative account issue and draft (No Charge)
potential responses for MIGOP to press inquiries. (No
Charge)

Despite multiple requests in February and March of 2019 and those described above in December
of 2020 and January of 2021, Clark Hill has refused to produce the work product described above.
To the extent that the time entries coincide with the dates of the events described by Ms. Tow
related to the final payment to Mr. Grot and the contract to be drafted by Mr. Pattwell confirming
that Mr. Grot had been “paid in full,” we believe that the Clark Hill file may contain highly relevant
information.

Summary of Factual Determinations

Ms. Doster’s December 10, 2020 correspondence is not the first time that questions had been raised
regarding payments made from the Administrative Account to Stan Grot. Indeed, as
acknowledged by Mr. Weiser, Ms. Cox and Mr. Sandler had requested information from Mr.
Weiser and Mr. Pattwell on the nature and extent of any consulting or vendor relationship with
Mr. Grot as early as February of 2019. Our investigation into these matters has been hampered by
the failure of material witnesses to participate in the process, which leaves us with no definitive
answers to the fundamental questions of what services Mr. Grot contractually agreed to provide,
what the terms of his compensation were, and why the final release, discharge, and confidentiality
agreement apparently drafted by Mr. Pattwell was necessary.

7
This was a curious assertion insofar as Ms. Cox had ended her campaign for reelection six hours earlier.

12
Ms. Tow is a sincere, earnest and thoughtful guardian of the MRP’s financial integrity. She clearly
believes that the payments to Mr. Grot were extraordinary and not in keeping with the State Party’s
regular processes. Our conversations with Ms. Tow, as well as Ms. Cox and Mr. Sandler, and
especially their recollection of Mr. Weiser’s statements, confirm their collective belief that the
payments were made to Mr. Grot in exchange for him withdrawing from the 2018 Secretary of
State race and that he provided no value to MRP in return for the $200,000. That belief, however,
must be weighed against Ms. Pero’s and Mr. Weiser’s comments. Ms. Pero gave us her sincere
assurance that the contract with Mr. Grot was a relatively standard one and that she did not believe
there to be anything untoward about the situation. And while his recollection of which lawyer
drafted the contract does not align with Ms. Pero’s, Mr. Weiser confirmed the essence of the
arrangement. Nevertheless, it is unfortunate that, Mr. Grot, Mr. Pattwell and Ms. Anderson have
all refused to discuss the matter and that Clark Hill has continued to withhold from the State Party
the documents that Mr. Pattwell drafted while serving as the State Party’s GC that relate to the
final $140,000 payment.

The Michigan Supreme Court’s Civil Jury Instructions explain the distinction between direct
evidence and circumstantial evidence as follows:

Direct evidence is evidence about what we actually see or hear. For

example, if you look outside and see rain falling, that is direct
evidence that it is raining. Facts can also be proved by indirect or
circumstantial evidence. Circumstantial evidence is evidence that
normally or reasonably leads to other facts. So, for example, if you
see a person come in from outside wearing a raincoat covered with
small drops of water, that would be circumstantial evidence that it is
raining. Circumstantial evidence by itself, or a combination of
circumstantial evidence and direct evidence, can be used to prove or
disprove a proposition. M Civ JI 3.10.

Our investigation reveals several “drops of water.” The first is the timing of the payments to Mr.
Grot. The first $10,000 payment was made three days after he announced that he was dropping
out of the Secretary of State race – which itself was only five days before that year’s convention
and at a time when he seemed to have a comfortable lead. According to Ms. Tow, she was given
no prior notice of the payment, but was instructed by Ms. Pero to make it available that same day,
August 20th. The $10,000 payments then continued monthly for five months until again, with no
prior warning or discussion, Ms. Tow was instructed to write a $140,000 check to Mr. Grot. The
concerning element of timing for that payment is the apparent rush to make sure Mr. Grot was
“paid in full” just ten days before the Chair transition and at a time when there were insufficient
funds in the Administrative Account to do so. Further “drops” include the “disappearance” from
the MRP’s files of the consulting agreement drafted by either Ms. Pero or Clark Hill, the magnitude
of the compensation paid to Mr. Grot, Mr. Weiser’s statements as recalled by Ms. Cox and Mr.
Sandler, the refusal of Clark Hill to produce the “release, satisfaction, and confidentiality
agreement” drafted by Mr. Pattwell, and the complete refusal of Mr. Grot, Mr. Pattwell and Ms.
Anderson to provide any information or explanation despite repeated requests.

13
It is possible, of course, that that the arrangement with Mr. Grot was, as Ms. Pero and Mr. Weiser
insist, legitimate.8 And the decision of some individuals to not participate in the investigation may
be driven more by internal MRP politics than a concern about the arrangement with Mr. Grot. With
that said, it is impossible to complete our investigation, let alone come to any objective conclusion,
without the full participation of all of the individuals involved and the ability to review the
agreements in question. The foregoing facts provide at least some circumstantial evidence that the
payments to Mr. Grot may have been a quid pro quo for his withdrawal from the race for Secretary
of State, which could violate Michigan campaign finance laws. While we arrive at no definitive
conclusion here, we believe the circumstances merit further investigation.

21167028

8
Some of the services Ms. Pero said that Mr. Grot was to perform for the MRP under the consulting
agreement, such as issue advocacy and precinct delegate recruitment, may properly have been paid through
the Administrative Account. Others, such as participation in legislative races on behalf of candidates, may
not.

14