1

4 SELECT COMMITTEE TO INVESTIGATE THE

5 JANUARY 6TH ATTACK ON THE U.S. CAPITOL,

6 U.S. HOUSE OF REPRESENTATIVES,

7 WASHINGTON, D.C.

10

11 INTERVIEW OF: MATTHEW MORGAN

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13

14

15 Monday, April 25, 2022

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17 Washington, D.C.

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19

20 The interview in the above matter was held via Zoom, commencing at 2:04 p.m.
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1 Appearances:

4 For the SELECT COMMITTEE TO INVESTIGATE

5 THE JANUARY 6TH ATTACK ON THE U.S. CAPITOL:

7 STAFF ASSOCIATE

8 INVESTIGATIVE COUNSEL

9 SENIOR INVESTIGATIVE COUNSEL

10 SENIOR INVESTIGATIVE COUNSEL

11 CHIEF INVESTIGATIVE COUNSEL

12 INVESTIGATIVE COUNSEL

13 PROFESSIONAL STAFF MEMBER

14

15

16 For MATTHEW MORGAN:

17

18 KAREN CHRISTIAN

19 HAYLEY BOOKER

20

21

22

23

24

25
 3

1 - Good afternoon. This is a transcribed interview of Matthew

2 Morgan conducted by the House Select Committee to Investigate the January 6th Attack

3 on the United States Capitol pursuant to H. Res. 503.

4 At this time, I would like to ask the witness to please state your full name and spell

5 your last name for the record.

6 Mr. Morgan. Yes. My full name is Matthew, M-a-t-t-h-e-w, last name Morgan,

7 M-o-r-g-a-n.

8 - Thankyou.

9 And counsel, could you please state your names for the record as well?

10 Ms. Christian. Karen Christian, C-h-r-i-s-t-i-a-n from Akin, Gump.

11 Ms. Booker. And Hayley Booker, H-a-y-1-e-y B-o-o-k-e-r for Akin, Gump.

12 - Great. Thank you very much.

13 So this will be a staff-led interview this afternoon conducted in executive session

14 of the select committee. Members of the select committee may of course be joining us.

15 If they do so, you should be able to see them on the participant list in our Zoom screen

16 here. And we will also try to announce their appearances if and when they join us.

17 When they join, they can of course also ask questions and we may take some pauses to

18 facilitate them doing so. And again, we will do our best to announce on the record

19 when they arrive. We probably won't announce when they leave. They have other

20 business to attend to.

21 As mentioned before we went on the record, my name is I'm an

22 investigative counsel with the Select Committee. I am joined by several of my

23 colleagues here who I will introduce to you here in the room. To my left is

24 our chief investigative counsel. Also in the room i s - senior investigative

25 counsel. To the far end of the table professional staff member for the
 4

1 select committee. And also attending virtually is another investigative counsel for our

2 team on the select committee Okay.

3 Before we begin, Mr. Morgan, I would like to go over a few interview ground rules

4 that I am sure based on your professional experience will not be unfamiliar to you. As

5 you heard at the beginning, we are making a recording, audio and video of this Zoom call,

6 but our official reporters who are on the line with us as well are going to be making the

7 official transcript. Even though we will have the recording for audio and visual, their

8 official transcript will be the offense record from today.

9 You and your attorney will have an opportunity to review that transcript if you'd

10 like to do so and to suggest any corrections before its finalized.

11 As we go through the interview today, I hope we will be able to have the easy

12 back and forth, notwithstanding the technology, but just to keep the record as clean as

13 possible. We will ask that you wait until our questions are completed before beginning

14 your response and we will try to do so as well so that we don't talk over too much.

15 Of course the official reporters can't record nonverbal responses such as shaking

16 your head or nodding so please do answer each question with a verbal response.

17 And although this interview is not under oath, I do want to remind you that it is

18 unlawful to deliberately provide false information to Congress. Do you understand that,

19 Mr. Morgan?

20 Mr. Morgan. Yes.

21 - Okay. Thank you.

22 Of course today it's important that you under our -- understand our questions to

23 be able to answer them to the best of your ability. So please don't hesitate to let us

24 know if you require any clarification or if any of our questions are unclear. We are more

25 than happy to restate them. We definitely want to make sure that you understand all of
 5

1 the questions before answering them.

2 And similarly, if you don't know -- you don't recall or know the answer to a

3 question, please do say so. Either if you don't recall or don't know, wherever it's

4 appropriate. But do keep in mind that you are under oath -- sorry. That this is a

5 transcribed interview of Congress. So if you do recall you must say so.

6 Logistically, please let us know if at any time this afternoon you want to take a

7 break, we are happy to do so. Just any time that you need, let us know. We can go

8 off, you know, on mute and off camera if you just want to have a break, a comfort break

9 or if there's any reason you need to confer with Ms. Christian, with your attorneys, we are

10 happy to accommodate that at any time. Okay?

11 Any questions about the logistics or otherwise before we proceed?

12 Mr. Morgan. The only logistics question I have and I don't it know if this is a

13 technology issue on our end or you end, but I cannot see the participant list. I only see

14 right now you. So I think that may be on our end. Maybe that's something we can

15 work on and proceed, but that's my only --

16 [Discussion off the record.]

17 Mr. Morgan. We can proceed as we work on it on our end.

18 Ms. Christian. Yes. We might just pause quickly if we can then --

19 Mr. Morgan. Take a quick break to do that.

20 Ms. Christian. We can see the three of you perfectly, we just can't see anybody

21 else --

22 - Yeah. That's great. I am told we are not as familiar with the

23 Zoom platform. We use Webex a lot. So I am told on Zoom you have to affirmatively,

24 like, select to show the participant list. So we will also keep an eye on it and let you

25 know if there's anything we need to be aware of, people joining us.

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1 And we are going to use some documents today. We shared some of them with

2 your counsel, Mr. Morgan, last week. And I know you provided some documents to us

3 in response to the subpoena on Friday. So we will use a screen share to pull those up

4 and we will all be looking at the same thing. Okay?

5 Mr. Morgan. Sounds good. Sounds good.

6 - Let's try that out to get going.

7 EXAMINATION

8 BY

9 Q Let's just look up the subpoena, which should be Exhibit Number 34,1111.

10 Okay. Can you see that document okay, Mr. Morgan?

11 A Yes.

12 Q Okay. And is this a subpoena that was issue to you by the select committee

13 just last Friday?

14 A Yes.

15 Q Okay. And you are the Matt Morgan listed here?

16 A Yes.

17 Q Okay. Great.

18 Thank you,-· We can take it down.

19 So Mr. Morgan, to get us started, can you give us a bit of your professional

20 background, maybe starting with right now, starting at the end, starting at the end,

21 starting with right now where are you currently employed?

22 A I am an attorney in private practice it the Barnes & Thornburg law firm.

23 Q Okay. And when did you join Barnes & Thornburg during this iteration of

24 your time there?

25 A Yes. I rejoined the firm as a partner in July of 2021.

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1 Q Okay. Great.

2 And you had -- had you worked at Barnes & Thornburg before?

3 A Yes. I had worked at Barnes & Thornburg prior to my government service.

4 Q Okay. Was it -- approximately when were you there?

5 A I was at Barnes & Thornburg from 2008 until January of 2017. And on

6 January 20th of 2017, I joined the office of the Vice President.

7 Q Okay. Great.

8 So why don't you tell us a little bit about your time in government service, starting

9 with your time in OVP. What were your jobs and responsibilities there?

10 A Yes. So for 2017, as I stated, starting January 20th, 2017, I was the deputy

11 counsel to the Vice President of the United States. In January of 2018, I was promoted

12 to the chief or lead counsel for the Vice President of the United States. So I was the

13 counsel to the Vice President of the United States from January of 2018 through March of

14 2020. And in 2019, I received an additional promotion or an additional set of

15 responsibilities in that I was promoted as well to being counsel to being deputy chief of

16 staff to the Vice President.

17 Q Okay. Great.

18 So when you first joined OVP as deputy counsel, to whom did you report?

19 A I reported to Mark Paoletta, who is the counsel to the Vice President.

20 Q Okay. And was that your primary or sole reporting line? Did you also

21 report over to the chief of staff at that time?

22 A Yes. I additionally reported to the chief of staff at that time, Josh Pitcock

23 was the chief of staff in 2017, and I reported to him as well. Yes.

24 Q Okay. And what about when you were elevated to counsel to the Vice

25 President, who did you report to then?

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1 A So in 2018, I was elevated -- when I was elevated to counsel to the Vice

2 President, I reported to the chief of staff, Nick Ayers, and to the Vice President himself.

3 Q Okay. Was Nick Ayers the chief of staff for the entirety for your time as

4 counsel to the Vice President?

5 A No. I think it just helps for the order here, Josh Pitcock was the chief of

6 staff to the Vice President from January 2017 until about --1 think it was approximately

7 June or July of 2017. Nick Ayers then assumed the role of chief of staff and was chief of

8 staff from either June or July of 2017 until approximately January of 2019. And then I

9 believe in the spring, whether it was February or March of 19, Marc Short assumed the

10 position of chief of staff. And he the was chief of staff until I left the office of Vice

11 President in January of 2020.

12 Q Okay. And Marc Short remained chief of staff to the Vice President

13 through the end of the administration. Correct?

14 A Correct.

15 Q Okay. Great.

16 During your time as counsel to the Vice President, can you just give us an overview

17 of your responsibilities, just a general description of your job then?

18 A Yeah. So the role of counsel to the Vice President is to advise the Vice

19 President on any and all matters that may also involve the White House counsel's office,

20 judicial nominations, various national security or clearance issues, not to the policy

21 positions, but to the legalities of any advice the Vice President may seek from you as

22 counsel during that time.

23 Q Okay. And was there anyone, or a role, or a particular individual that you

24 worked with inside the White House counsel's office?

25 A With the White House counsel. So when I assumed the position of counsel
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1 to the Vice President in 2018, I worked with Don McGahn and his deputy and associate

2 counsels. And then when Pat Cipollone assumed his position similarly.

3 Q Okay. Great.

4 And as you -- you told us earlier that in 2019 I think you said you also took on

5 additional duties in addition to counsel to the Vice President as deputy chief of staff.

6 Did I get that right?

7 A Yes.

8 Q So what were the duties for the deputy chief of staff?

9 A So my duties as deputy chief of staff were primarily operational

10 responsibilities. So all of the operational functions of the office, whether they be

11 scheduling, advance, any of the logistical activities, basically the component of services to

12 the Vice President that were non policy related.

13 Q Okay. I understand then after leaving the office of the Vice President you

14 later became employed as a lawyer working in a couple of different capacities for the

15 Trump reelection campaign. Is that correct?

16 A Yes.

17 Q Okay. So, can you tell us a little bit about how your transition, how you

18 came to work with the campaign and your transition from OVP to the campaign?

19 A Yes. So when I joined the Presidential campaign in mid March of 2020, it

20 was through a law firm Elections LLC. So I joined the law firm of Elections LLC where I

21 was an employee of that law firm. That law firm was the primary law firm providing

22 corporate legal services to the Presidential campaign.

23 When I joined Elections LLC I was contemporaneous with that given the title of

24 director of litigation pre-election litigation or the Presidential campaign. So from March

25 of 2020 until approximately July of 2020, that was my primary set of responsibilities,
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1 director of pre-election litigation.

2 In July of 2020, I was appointed by the new campaign manager, Bill Stepien, to be

3 the general counsel of the Presidential campaign. And I served as the general counsel of

4 the Presidential campaign from July of 2020 until November of 2020.

5 Q Okay. Great.

6 I will go back and we will talk in a little more detail about each of those jobs. But

7 just to finish the timeline, did you continue to provide legal services to the campaign after

8 November 2020?

9 A Yes. In November of 2020, the President announced publicly that Rudy

10 Giuliani would be spearheading or leading the litigation efforts. And so, the general

11 counsel moniker while I held that was no longer applicable in the sense that I was more a

12 corporate counsel to the entity overseeing corporate responsibilities, non-litigation

13 responsibilities for the campaign until the end of January

14 2021.

15 Q Okay. Great.

16 And so at the end of January, 2021, your affiliation or your representation of the

17 Trump campaign ended. Right?

18 A Yes.

19 Q Did your affiliation or employment by Elections LLC end at that time too or

20 did it continue?

21 A It continued. So in January -- at the end of January -- to answer your

22 question, at the end of January 2021, I relinquished all of my assets, my email, my laptop,

23 everything that the Trump campaign had given me back to the Trump campaign. And I

24 stayed affiliated with Elections LLC for I believe 2 additional months as I transitioned out

25 of that final role. And then I took a few months off and then rejoined Barnes &
 11

1 Thornburg.

2 Q Okay. Great. Thank you for that overview.

3 So going back to when you first were hired by Elections LLC, was the Trump

4 campaign your sole client during that time period? Did you have other clients outside of

5 it?

6 A I had other clients outside of it, which was the reason I joined Elections LLC.

7 So Elections LLC represented Donald J. Trump for President, Incorporated, which was the

8 Presidential campaign. I also had another political client that I also serviced from

9 Elections LLC.

10 Q Okay. So I assume then other lawyers working for Elections LLC, did they

11 also have other clients?

12 A Yes, they did.

13 Q Okay. And roughly how many lawyers were employed by Elections LLC at

14 this time period?

15 A The time period I joined I was the fourth.

16 Q Fourth. Okay. And were all of them providing legal services to the Donald

17 J. Trump for President, Inc. in some fashion?

18 A Yes, in some fashion.

19 Q Okay, okay. And so during the time that you were acting first as the

20 director of pre-election litigation and then when you were general counsel for the

21 reelection campaign, were you paid directly by the campaign or by Elections LLC?

22 A I was paid by Elections LLC. And Elections LLC had some form of

23 engagement letter with Donald J. Trump for President, Incorporated.

24 Q Okay, thanks.

25 And I know you referred already to having a computer and, you know, email
 12

1 address associated with the campaign. Is that the one that -- did you use assets

2 provided by the campaign to conduct the business for -- that you were providing or

3 services that you were providing to the reelection campaign?

4 A Yes.

5 Q Did you also have other Elections LLC email, computer, phone?

6 A I did not have an Elections LLC computer or phone. I did have an Elections

7 LLC email address.

8 Q Okay. Did you use that Elections LLC email address for work for the Trump

9 campaign at all?

10 A I tried not to. I tried to use my Donald J. Trump for President email for

11 Donald J. Trump for President activities. But I am sure at times inadvertently or just

12 absent mindedly I am sure there are Elections LLC emails related to the Presidential

13 campaign. But -- well, I made every attempt to use the Donald J. Trump for President

14 email for the Presidential campaign.

15 Q Got it. That feels like a universal truth these days. The more you try -- at

16 least the better part of valor is trying to keep it separate at least.

17 What about personal email and phones. Did you have a personal cell phone,

18 personal email account during this time period?

19 A I did, yes.

20 Q Did you use those means of communication for any work for the Trump

21 reelection campaign?

22 A I tried never to use my personal email address for either Elections LLC work

23 for Donald J. Trump for President work. That I held to rigidly. I did have a personal cell

24 phone. The Trump campaign did not issue me a cell phone and so I used my Trump

25 campaign -- I used my personal cell phone for all of my activities online.

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1 Q Okay. Do you still have the same cell phone that you used during the

2 reelection campaign?

3 A I have the same number. I have a new iPhone, but I have the same phone

4 number.

5 Q Okay. Great.

6 And I think through communications with Ms. Christian we have learned that you

7 no longer have access to the emails the Donald J. Trump email address or your Elections

8 LLC emails. Is that correct?

9 A That is correct. When I departed from the Trump campaign, I relinquished

10 that email. And the account with them is a cloud based account and then similarly for

11 Elections LLC.

12 Q Okay. Great.

13 What about the phone, even if you have replaced the device, the phone account,

14 do you still have access to text messages or other, you know, types of documents or

15 communications that might be on the phone related to your work for the reelection

16 campaign?

17 A If they are on there, yes. But when I departed from the campaign and

18 Elections LLC, I tried to import all of that back to those entities as their records.

19 Q I see. Okay.

20 Have you searched that phone for any materials that might be responsive to the

21 request from the committee?

22 A I searched my phone in response to the subpoena and through my counsel I

23 provided what I could find through whatever I had.

24 Q Okay. Great. Thank you.

25 Yeah, we got those documents and we appreciate it. We will talk about some of
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1 them probably not all, but some of them in a few minutes. Okay.

2 So let's talk a little more specific about your role on the campaign in the two jobs

3 that you described to us. So first during the time period, you know, the first half of 2020

4 it sounds like or up to, you know, the summer of 2020 when you were director of

5 pre-election litigation. Can you give us just a general description of what type of work

6 you were doing then?

7 A Yes. When I joined the campaign, there was no one necessarily on the

8 campaign itself tracking all of the election-related litigation throughout the country.

9 And my primary responsibility was to track that and report on any impact I thought it

10 might have on the campaign.

11 Q Okay. And what kind of election litigation was already pending in that time

12 period, the summer of 2020?

13 A That's a broad question, it's hard to answer, because it was one of the most

14 litigious Presidential campaigns in history. I don't mean the Trump campaign itself, I just

15 mean all of the campaigns because of COVID there were a lot of rule changes, process

16 changes, a lot of litigation related to that. So it's hard to quantify it for you --

17 Q Yeah, absolutely.

18 A -- without my records.

19 Q A very fair reaction.

20 So my understanding is that there was a lot of, like you said, because of COVID

21 rule changes, some legislative changes, and litigation that was addressing those issues as

22 opposed to any kind of later litigation that was an election contest, you know, related to

23 the out -- the results or outcome of the election.

24 Was the Trump campaign a party to the rule changes or, you know, pre-election

25 litigation or were you monitoring elections being brought by others?

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1 A When I joined the campaign, I was monitoring. But after I joined, there

2 were some lawsuits that the Trump campaign engaged in pre-election.

3 Q Okay. And what was your role in the initiation of those lawsuits before the

4 election? Were you supervising outside counsel or bringing cases on your own?

5 A Both. We brought one case on our own with co-counsel that was external

6 to the firm, and then but mostly overseeing external law firms who proceeded in court on

7 behalf of the campaign.

8 Q Okay. And did you as the director of pre-election litigation, did you have

9 authority on behalf of the campaign to retain outside counsel for those suits?

10 A Yes. But with acceptance policies within. Meaning you had to get still

11 approval for budget and other what are defined as nonlegal considerations.

12 Q Okay. And did you have someone on the campaign who you reported to?

13 A Yes. I was primarily responsive to Justin Clark who was the deputy

14 campaign manager.

15 Q Okay. And he was at that time as well?

16 A Actually, no. When I joined the campaign, Justin had a different role.

17 don't recall his exact title at the time. But I was still responsive to him inside of the

18 campaign even as my time as director of pre-election litigation.

19 Q Okay. Got it.

20 And during the time in the summer as director of pre-election litigation, were you

21 also working to retain lawyers or set up structures that would relate to election

22 anticipated after the November 3rd, 2020 election?

23 A That work for me did not begin until I became general counsel.

24 Q Okay. Okay. And was there someone else who was general counsel

25 before you or were you the first to fill that role for the reelection campaign?
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1 A I was the first to fill that role.

2 Q Okay. So tell us -- I think you mentioned earlier that Bill Stepien then the

3 campaign manager asked you to take on the role of general counsel. Is that right?

4 A Yes.

5 Q Okay. Tell us a little bit about what additional responsibilities that entailed

6 compared to what you had been doing in the first part of 2020?

7 A Well, I retained all of my responsibilities regarding pre-election litigation, but

8 the additional component to it was to build a team of internal and external lawyers who

9 could continue to assess with pre-election litigation and prepare for any election day

10 issues that may arise or post-election day issues that may arise.

11 Q Okay. And then generally speaking you how did you go about doing that,

12 building that structure?

13 A He had a list of States that we knew would be battleground States, and we

14 sought to find counsel both national counsel, State counsel, local counsel in those States

15 to be responsive to any issues we may have in those States.

16 Q Okay. Which States were on your list at that point before November 3rd?

17 A To name them all might be a challenge in that there were 16 of them.

18 Because I remember colloquially referring to them as my sweet 16 list. And so, to name

19 all of them might be -- I am not sure I could comprehensively name them all sitting here.

20 Q Sweet 16 is good enough for me, that's helpful because it seemed like a

21 larger list than the States that ultimately were kind of contested after the election. Is

22 that fair?

23 A Yes.

24 Q Yeah. Okay. But all of the ones that ultimately were contested I would

25 name at least, you know, Pennsylvania, Georgia, Michigan, Wisconsin, Arizona, Nevada,
 17

1 New Mexico, those seven. Were they in your sweet 16 already?

2 A Yes.

3 Q Okay. Great.

4 And by the time that the November 3rd election came around, had you

5 successfully kind of lined up or retained outside counsel for each of those 16 States or

6 some subset of them?

7 A Yes.

8 Q Okay. Who was on your team when you were general counsel? Did you

9 have other lawyers who were working kind of with you, under you?

10 A Yes, I did.

11 Q Okay. Who were they?

12 A So when I took over as general counsel, I named Alex Cannon to be my

13 deputy general counsel. Alex had already been on the campaign for a while. So he

14 really continued with most of his corporate counsel responsibilities. From there, I hired

15 at least three additional lawyers who served -- or four -- excuse me. I hired three

16 additional lawyers who served as associate counsel and then I found a lawyer inside the

17 firm who was an associate counsel and kind of pulled them under the umbrella to work

18 with me.

19 Q And who were those individuals who were working as associate counsels?

20 A So those associate counsels were in no particular order, Stuart McCommas,

21 Elliot Gaiser, Joe Mazzara and Josh Findley.

22 Q Okay. Thank you.

23 And did they each have a specific area of focus or how did their work kind of get

24 delegated or assigned?

25 A Yeah. So I need to add one more name to it that just came to mind,
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1 Nathan Groth who is with us at Elections LLC was also there. And so I can start with

2 Nathan. Nathan was the compliance counsel. So anything that related to the Federal

3 Election Commission or advertisement reviews that needed disclaimers, I am being a little

4 overly simple here, he did a lot more than that. But Nathan was the primarily the

5 compliance lawyer.

6 Elliot Gaiser and Joe Mazzara particularly helped me -- helped focus on litigation.

7 Stuart McCommas also helped me focus on litigation, but he did kind of all their tasks as

8 assigned, meaning when memos were necessary to give updates, Stuart would often help

9 me on that type of memo writing project.

10 And then Josh Findley would help with -- we had a program called Lawyers for

11 Trump. And so, that was a recruiting tool to attempt to recruit volunteer attorneys to

12 assist the campaign on election day. And Josh would help me both with legal aspects of

13 that and then the kind of unrelated recruitment, meaning nonlegal related recruitment

14 piece of that.

15 Q Okay. Great.

16 I will just pause here to see if anyone has anything else.

17 BY

18 Q Very briefly, Mr. Morgan, you mentioned corporate responsibilities as

19 opposed to litigation responsibilities. Can you just for the record describe the corporate

20 responsibilities a little bit more?

21 A Absolutely. So a Presidential campaign is often much larger than I think

22 people appreciate being hundreds of millions of dollars running through it. And so, as

23 you have that type of activity, you have numerous contracts. Right? You may have

24 real estate leases throughout the United States based on property you are using for the

25 campaign throughout the United States, you have labor and employment agreements.
 19

1 You may have contracts with vendors. Whenever the President goes to a site,

2 you may have to negotiate contracts with venues, sites, other property facilities both real

3 and tangible property that you may need for the event. Does that sufficiently answer?

4 Q It does, yes. Thank you more that Mr. Morgan. One or thing you

5 mentioned is that you had when you were working with the campaign as well as Elections

6 LLC, you had one other political client. Was that other political client at all related to the

7 Trump reelection campaign or the Presidential election?

8 A So from a Federal Election Commission standpoint, no. But to your

9 question maybe more pointedly, it was the Vice President's leadership PAC. So in that

10 way you may think it related, based on your question, I am just trying to be fair, but from

11 a Federal Election Commission standpoint they are distinct and do not coordinate with

12 each other.

Q Thank you.

--
13 Great.

14 And that triggers another question. Sorry,_

15 No. Go ahead.

16 BY

17 Q So Mr. Morgan, when you mentioned hiring these other lawyers, were they

18 all Elections LLC attorneys as well or the Trump campaign -- did the Trump campaign itself

19 as an employer hire Alex Cannon or any of the other individual Elliot Gaiser and the

20 others that you mentioned?

21 A Yeah. So the Elections LLC lawyers were myself, Justin Clark, Stefan

22 Passantino, and Nathan Groth. The remainder of the group would have been hired by

23 the campaign itself to work for the campaign.

24 Q I see. And if you know, is the motivation for that distinction the desire by

25 that individual attorney to continue to work on another matter or was there some other
 20

1 business reason for the distinction between whose Elections LLC versus direct employ?

2 A I think it was that those us in Elections LLC had other clients and then those

3 on the campaign itself were sole -- had one client.

4 Q Got it, okay. That's great. Thank you.

5 BY

6 Q Okay. You mentioned Mr. Passantino. Was he someone who was

7 working with you when you were general counsel or did he have a different role for the

8 campaign?

9 A When I was general counsel, I believe that Mr. Passantino may have done

10 some work for the campaign. But for the most part it was myself, Justin Clark, and

11 Nathan Groth on a day-to-day basis doing work for the Presidential campaign.

12 Now that you have asked me that, I can't actually recall exactly if Stefan did

13 anything particular for the campaign while I was general counsel.

14 Q Got it. He was a colleague of yours in Elections LLC and he had other

15 clients, I assume?

16 A Yes.

17 Q Okay. Were you physically located -- when were you general counsel of the

18 campaign, were you located in Arlington at the headquarters office or were you working

19 remotely during this time period?

20 A So just taking a step back on the timeline. When I joined the Presidential

21 campaign, I think it was March 11th of 2020. And if you do the math on that we went

22 remote I think a day later. So I worked remote from March until June. But I recall in

23 June returning to the office in Rosslyn almost full time exclusively. And then when I was

24 promoted to general counsel, I was already working in Rosslyn exclusively.

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2 BY-:

3 Q Got it. Okay. Thank you.

4 So I think we are going to have an opportunity to talk in more detail about the

5 kind of inflection point that you already raised when Mr. Giuliani, you know, took over

6 litigation responsibility. So put a pin in that, we will talk about that in more detail later.

7 But just on this background point, after that point can you give us a general

8 description of what remained under your kind of auspices, your responsibility as general

9 counsel?

10 A So after November 14th, 2020, my primary responsibilities were for

11 overseeing the non litigation components of the Presidential campaign, specifically

12 contracts, agreements, and -- basically contracts agreements, and compliance.

13 Q Okay.

14 A When I say compliance, I mean specifically with the Federal Election

15 Commission.

16 Q Okay. Did you have a role in approving expenditures during that time

17 period?

18 A I did not.

19 Q Okay. Whose responsibility was that?

20 A The primary person or the primary responsibility for that was Justin Clark.

21 would confer with Justin Clark about such matters, but your question was -- led the

22 decision making authority for that and that would have been him.

23 Q Clark. Okay. Okay. Thanks.

24 So during the time period we are going to focus on today, I think not surprisingly,

25 the time period from election day through January 6th, potentially a little bit after the 6th
 22

1 as it is relevant up through the inauguration. But really I will just kind of use the

2 shorthand of post-election time period, meaning those couple of months there.

3 So during that time period where you would have been general counsel both the

4 time period where you were actively supervising litigation and then after where you are

5 serving the role you described to us more as corporate counsel. Who were the primary,

6 you know, clients that you were providing legal advice to? I guess I don't mean like

7 Donald J. Trump for President, Inc., but who were the human beings that you were

8 dealing with on a day-to-day or the most frequent basis?

9 A So the most frequent basis would have been -- the people I spoke to the

10 most would have been Justin Clark, prior to December 14th, Bill Stepien, and at times the

11 President and the Vice President.

12 Q Okay. And how frequent were your interactions with let's start with

13 President Trump during this time period, post-election?

14 A He -- could you ask the question again?

15 Q Sure. How frequently did you interact with President Trump in the

16 post-election time period?

17 A So in the post-election time period there were a lot of meetings with the

18 President. And so, at least leading up to December 14th, but rarely was it -- rarely if

19 ever was it just me and him. There were other participants such as, for example, Justin

20 Clark.

21 Q Okay. What about outside counsel, were there outside counsel

22 participants in your meetings with President Trump during the post-election period?

23 A There were, yes.

24 Q Who comes to mind as people who were part of -- outside counsel who were

25 part of meetings between you and President Trump then?

 23

1 A The one that comes to mind or the one I recall is the law firm of Porter

2 Wright who advised on a lawsuit probably on election day regarding Pennsylvania.

3 Q Okay. Any others?

4 A There may be, I just don't recall. That's the one I recall the most.

5 Q Okay. Thanks.

6 What other interactions did you have with folks at the White House, like, other

7 White House officials during the post-election time period?

8 A During the post-election time period, particularly from election day until

9 November 14th, the two that come to mind are Pat Cipollone and Eric Herschmann.

10 Q Okay. What about Mark Meadows?

11 A I did not have much interaction with Mark Meadows, if any.

12 Q Okay. And am I right to assume that neither Pat Cipollone as White House

13 counsel nor Eric Herschmann had any role with the Trump campaign. Is that right?

14 A No formal role with the Trump campaign.

15 Q Okay. What do you mean by that? Did either of them have an informal

16 role?

17 A After election day, there was just so much communication -- I don't want to

18 speak for them as to what they thought their role was -- there was just so much

19 communication that it's tough to define. But there was no stated role.

20 Q Okay. Okay. Got it.

21 I think we will have an opportunity to talk about this later, but did you have

22 communications with Marc Short and Greg Jacob at OVP during this time period?

23 A Yes, I am sure I did.

24 Q Okay. And same for them, your interactions with them I assume were in

25 their capacity as staff for the Vice President and not in any kind of, you know, privileged
 24

1 capacity or relationship with the Trump campaign. Is that right?

2 A With Marc Short and Greg Jacob, that is correct.

3 Q Okay. What about with the Vice President himself, did you have

4 interactions with him during the post-election time period?

5 A Yes.

6 Q Any one or one or were they with others?

7 A If you are talking about an in-person meeting, I do not recall a one-on-one

8 meeting, but I am certain there would have been a phone call or two in that period of

9 time.

10 Q Okay. And in the phone calls -- so you mean a phone call directly between

11 you and the Vice President?

12 A There could have been. I don't recall any particular phone call with him,

13 but it wouldn't surprise me if we talked in that interim period once or twice by way of

14 phone.

15 Q Okay. Great. Yeah that makes sense.

16 Well, this is probably a good time to just ask in general after leaving your role,

17 your former role as counsel to the Vice President, how was your relationship with Vice

18 President Pence? Did you stay in touch and continue to have a relationship after that

19 point?

20 A Yes.

21 Q About how frequent would you speak with the Vice President?

22 Ms. Christian. Are we talking post -- I'm sorry what is the timeframe? I kind of

23 got lost a little bit. What is the question --

24 - That's a good question. I now zoomed out. Just in general I was

25 trying to get a sense for how close in contact you stayed, Mr. Morgan, with the Vice
 25

1 President after no longer working with him.

2 Ms. Christian. After leaving his office.

3 Mr. Morgan. I would say I periodically spoke to him. I mean, I -- I still assisted

4 him as an attorney in his personal capacity. I assisted his leadership PAC and then him

5 as Vice President, as candidate for Vice President. The Vice President doesn't have an

6 independent or separate campaign for elected office. And so, in three different ways I

7 interacted with him.

8 BY-:

9 Q Got it. And it sounds like in at least some of those ways it could have been

10 a privileged relationship. I mean, do you recall that the Vice President asked you for

11 legal advice in any of those capacities that you just identified?

12 A Yes.

13 Q Okay. And the same goes now going back to the post-election time period,

14 did the Vice President ask you for legal advice at any point in the post-election time

15 period?

16 A He may have. I don't exactly recall. He may have.

17 Q Okay. Other conversations that you might have had together with the Vice

18 President and members of the staff, like Marc Short and Greg Jacob, those I assume

19 would not have been for the purpose of giving him legal advice in any of the kind of

20 capacities that you identified. Is that fair?

21 A I think that's fair, yes.

22 Q Okay. What about Members of Congress, did you have any interactions in

23 the post-election time period with Members of Congress?

24 A Yes.

25 Q Would any of those have been considered, you know, provision of legal
 26

1 advice?

2 A Not to the Member of Congress, no.

3 Q Okay. Anyone else that you can think of as far as White House staff?

4 know you mentioned Mr. Cipollone, Mr. Herschmann and I asked about Mark Meadows.

5 Were there other employees of the White House that you interacted with in the

6 post-election time period?

7 A Yes. I remember on a few occasions for example interacting with Derek

8 Lyons who was a staff secretary. I don't want to give the wrong impression, though.

9 They were more periodic interactions of just communication, kind of updates, but I recall

10 interacting with Derek Lyons. And there may be others similarly situated to that, but

11 none come to mind this second.

12 Q Okay. Thanks.

13 And the interactions with Derek Lyons, were those about campaign matters or

14 otherwise?

15 A They were about campaign matters post election day.

16 Q Okay. Okay.

17 So I think you covered this a little bit before, but focusing now on your retention,

18 the retention of outside counsel, what were the big picture sort of steps of approval or

19 authorization that were required. So let's say in the pre Mayor Giuliani time period,

20 when were you supervising litigation for the campaign. What were the steps of

21 approval or authorization needed to retain outside counsel?

22 A So typically if we identified an issue that we believed affected the

23 Presidential campaign, we would attempt to identify a counsel who could litigate that

24 matter. And we would discuss the economics of such a representation with that firm.

25 And then typically I would go seek approval from Justin Clark on the budget side of that
 27

1 equation to approve that level of budget authority and then we would proceed. For the

2 most part, Justin Clark and I would make those decisions between the two of us and then

3 proceed.

4 Q Okay. And when you had gone through the kind of negotiation and an

5 approval process, did you memorialize the retention of outside counsel in a retention

6 letter or an engagement agreement?

7 A Yes. So for pre-election litigation matters, sometimes we would accept the

8 outside counsel's standard terms of engagement. And then as maybe a last step in the

9 processes to your question, the campaign treasurer, Bradley Crate, would sign the

10 engagement letter on behalf of the campaign.

11 Just for the record, the treasurer of the campaign of any candidate committee is

12 typically the ultimate fiscally responsible agent for the entity, so just -- he would often

13 sign those. But the approval would come from Justin Clark and myself. And as long as

14 Mr. Crate had that approval, he would sign.

15 Q Okay. During the time that you were responsible for supervising litigation

16 and retaining outside counsel, did you have relationships with lawyers that were

17 representing the campaign that were not memorialized in any kind of engagement letter

18 or agreement?

19 A I don't recall one that was not memorialized during my time as being the

20 general counsel.

21 Q Okay. Was that a priority for you or did you place importance on having

22 the terms of the engagement memorialized in writing?

23 A It seemed like an appropriate standard operating procedure that be should

24 be following.

25 Q Got it. So before the change in kind of leadership of litigation for the
 28

1 campaign was transitioned to Mayor Giuliani, are you aware of any sort of oral

2 agreements or agreements for outside counsel to represent the campaign that were not

3 memorialized in writing?

4 A Not that I am aware of.

5 Q Okay. What about after the transition to Mayor Giuliani for any outside

6 lawyers that were retained by the campaign after that period. Do you have a sense for

7 what the process was?

8 A The process became diffuse and it was not always as rigidly followed as we

9 just discussed.

10 Q Okay. Did you and or Mr. Clark still have approval authority for the

11 retention of outside counsel?

12 A Yes. So, well not approval authority insofar as it was not our decision after

13 December 14th on who to hire and who not to hire. The way that process would work

14 as it was often explained to us by Mr. Giuliani or members of his team that they wanted

15 certain firms or people hired.

16 Those firms or people would often send myself the engagement letter to review,

17 not for scope of litigation, but for the economic terms and the standard terms that a

18 company typical lawyer engagements. I would share that with Mr. Clark so we could

19 track the budget. And then when we thought it fit, the firm's standard terms fit the

20 Trump campaign's acceptable terms, we would then forward on to Mr. Crate for his

21 signature.

22 Q Okay. Were there arrangements suggested by Mr. Giuliani or others that

23 you were not -- you did not approve or authorize through that process that you just

24 described for us?

25 A So there were times when Justin Clark and myself could not get the requisite
 29

1 budget authority and then the issue would often of an engagement letter would go

2 unresolved.

3 Q Okay. And tell me a little bit more about that. Like, what is the effect of

4 having the issue of an engagement letter going unresolved?

5 A So for example, with Rudy Giuliani himself, he requested an engagement

6 letter, and he requested through a surrogate what was viewed as a large amount of

7 compensation. And when I presented this to Justin Clark, Justin Clark didn't think that

8 was a number the campaign was willing to pay and I relied on then Justin to tell me if we

9 could do such an engagement letter and then it never materialized. It just hung out

10 there unresolved.

11 Q Okay. So there was never a signed or finalized engagement letter with Mr.

12 Giuliani?

13 A Other though then the President made it very clear Rudy was his attorney.

14 We had no doubt he was the attorney. And the campaign would be liable for any

15 expenses under the Federal Action Campaign Act that he incurred subject to that.

16 Q Okay. The incident that you just described about the negotiation with

17 Mr. Giuliani, who was the surrogate? Who made the request or demand?

18 A I believe it was a person named Maria Ryan.

19 Q And are you familiar with Ms. Ryan?

20 A The only familiarity I had with Ms. Ryan is that I knew she worked with Rudy

21 Giuliani.

22 Q Okay. Do you remember what the amount was that was requested?

23 A It was $20,000 a day.

24 Q Okay.

25 BY
 30

1 Q And that was $20,000 a day separate from expenses? That was his

2 compensation and the campaign -- the proposal was it would separately fund travel,

3 hotels, expenses, that sort of thing. Is that your understanding?

4 A Actually I don't remember that part of it. I don't remember if it was a fixed

5 fee, an all encompassing fixed fee of $20,000 a day or if it was $20,000 a day plus

6 expenses. I just remember that it was -- $20,000 a day was the request. And I

7 remember the response coming back of that is not going to work.

8 Q I can imagine that response. I am just curious if you heard any more detail

9 about who had a negative reaction to that and why, other than the fact that it is a large

10 number?

11 Ms. Christian. I think this might be an area where he had a discussion with his

12 client about the retention on that.

13 Okay.

14 Ms. Christian. So we could set that one aside for now.

15 I understand that.

16 BY

17 Q Is there any other conversation besides the one with your client, Mr.

18 Morgan, on this topic the reasonableness or unresonableness of the Giuliani fee that you

19 could share with us?

20 A I think -- I think I have shared it. You can feel free to reframe the question.

21 I am just not exactly sure what else you are looking for.

22 Q Yeah. I think I am looking for what you can't give me so I understand that.

23 We can move on.

24 I appreciate it, Ms. Christian, thank you.

25 BY-:
 31

1 Q Okay. While we are talking about the retention and payment of outside

2 counsel, I wanted to call up one of the documents that you produced to us, Mr. Morgan.

3 This is Exhibit 1. We can put it up on the screen,-·

4 So this is a document that it's not dated but it says at the top primer of volunteer

5 legal services. This is one of the docs that you found and produced to us. Is it familiar

6 to you, Mr. Morgan?

7 A Yes.

8 Q Okay. Without going into, you know, too much detail, because I am sure

9 that you are by far the best informed of all of the lawyers present today about the FEC

10 nuances. But just generally speaking, what was the purpose of this document?

11 A The purpose of this document was relative to the engagement letter we

12 prepared for John Eastman.

13 Q I see. Okay.

14 And do you remember approximately when this was prepared?

15 A I believe it was in December of 2020.

16 Q Okay. Who drafted it?

17 A I actually don't recall if I drafted it or if our compliance counsel, Nathan

18 Groth, drafted it. I think as best as I can recall, we both worked on it to double check

19 each other's understanding of the law cited with it.

20 Q Okay. And these two paragraphs sort of provides for how an entity can

21 provide free legal services, versus volunteering legal services without compensation.

22 Help me understand a little bit more how did this come up in the Eastman context?

23 A So notwithstanding the discussion we just had regarding Rudy Giuliani's

24 engagement letter. For the most part, Justin Clark and I still did our best to reduce

25 engagements to writing, to memorializing engagement letters for any lawyer who would
 32

1 file an appearance or be counsel of record in any of the post-election litigation.

2 I can't say to you that that was -- that we perfectly did that or captured all of it.

3 But our goal was always to reduce -- to an engagement letter anyone who was going to

4 be on record.

5 In early December, at some point I remember Justin Clark saying that the

6 campaign was going to hire John Eastman to file some form of filing with the United

7 States Supreme Court in the matter of Texas v. Pennsylvania. And Mr. Eastman was

8 willing to do it on a volunteer basis so long as he could get his expenses reimbursed.

9 And thus the primer of voluntary legal services document you have posted on the screen

10 in from of me.

11 Q Okay. What is the -- again, forgive my ignorance of FEC regulations, but

12 was there a distinction between the manner in which he -- Mr. Eastman or professor

13 Eastman would provide his legal services that had an FEC distinction?

14 A Since he was going to be counsel of record in a matter, we just wanted to

15 reduce to writing in advance what the terms of that engagement would be. If he's doing

16 it on a voluntary basis, for lack of a better way of saying it, we did not want to be accused

17 of somehow skirting the election laws. We wanted it to be clear that he had

18 volunteered do it on this volunteer basis and we believe there is a basis in law to do that.

19 Q Okay. I see.

20 So this is sort of he had proposed -- was contemplated as being a volunteer lawyer

21 and this is the -- your memorialization of your understanding of how that was proper

22 under the FEC rules. Is that fair?

23 A Fair and better stated than I just stated it so yes. Thank you.

24 Q Were there other -- was this a matter of first impression for you as a general

25 counsel? Had there been other volunteer lawyers working for the campaign?
 33

1 A We knew of other volunteer lawyers working for the campaign. I think

2 there were several people, some known to me and some unknown to me who were

3 working for Mr. Giuliani.

4 But Mr. Eastman was the first lawyer who was going to be a counsel of record, his

5 name on a filing for the campaign without an engagement letter. And I wanted to make

6 sure that since he was going to be a counsel of record that this was as buttoned up as we

7 could get it.

8 Q I see. So I have and we were planning on talking about it, I could probably

9 call it up in a minute, there was an engagement letter that was as least proposed to

10 Mr. Eastman. Is that right?

11 A Yes.

12 Q And was this document about volunteer legal services prepared at the same

13 time as the proposed engagement letter or was this some kind of substitute possibly?

14 A No. It was prepared at the same time. I don't have that engagement

15 letter in front of me, but I recall -- you will see in that engagement letter somewhere

16 some of this language, not all of this language that's on the screen right now, but some of

17 this language.

18 I recall wanting to cite right to the provision so that way if the letter ever left the

19 campaign that everyone would understand the basis on which we had engaged him.
 34

1 [3:04 p.m.]

2 BY

3 Q Okay. You said that you heard about the retention of Mr. Eastman

4 from -- Professor Eastman rather, from Mr. Clark, right?

5 A Yes.

6 Q Do you have an understanding of where Mr. Clark learned of it?

7 A No.

8 Q Do you know how Professor Eastman came to be the person selected or

9 contemplated for filing this Supreme Court pleading?

10 A No.

11 Q Okay. All right. So, yeah, I do have the engagement letter. I think we're

12 going to talk about the specifics of retention for a couple people, so I'll bring it up then.

13 No more memory, you know, test on that.

14 So Let's talk a little bit about the time in November when you learned that Mayor

15 Giuliani would be taking over leadership of litigation for the campaign. So how did you

16 learn of that?

17 A I learned of that -- the President tweeted that Rudy Giuliani and others were

18 going to lead or spearhead -- I forget the exact word he used -- but the litigation efforts

19 moving forward.

20 Q Okay. So you learned about it through the tweet?

21 A Yes.

22 Q Okay. Did -- what was your reaction?

23 A I was not surprised.

24 Q Why weren't you surprised?

25 A As early as the Friday after election day, Rudy Giuliani was advocating that
 35

1 he be placed in charge of the litigation efforts of the campaign. And by the next week,

2 it -- he was in charge.

3 Q Had he advocated that directly to you?

4 A Yes.

5 Q On one occasion or more than one?

6 A The occasion I recall is the Friday after election day, in a meeting, him

7 specifically requesting to be put in charge.

8 Q And who else was in the meeting? Like, who was he making the request

9 to?

10 A So it was to the President.

11 Q To the President. Okay.

12 Friday after the election day, so that would have been the end of the first week of

13 November, and then this is one week after that the tweet comes out, right?

14 A Correct.

15 Q Okay. Did you discuss the tweet with your client, with the President,

16 directly?

17 A No.

18 Q Okay. Did you ever have any other discussions -- well, let me rephrase.

19 You have produced to us a letter that you wrote a couple of days after that

20 November 20th. We'll talk about that in just a moment, but I understand through that

21 letter that you essentially, you know, transitioned all of the litigation work to Mr. Giuliani.

22 You sort of carried out, you know, the transition that was contemplated in that tweet. Is

23 that fair?

24 A Yes.

25 Q Did you take -- did you take that action based on the tweet alone or were
 36

1 there subsequent conversations that informed your next steps?

2 A I discussed the matter with those of us in Elections, LLC, specifically Justin

3 Clark and myself. And I advocated that we send that letter to memorialize the change.

4 And we sent the letter after we had transitioned one -- approximately 1 week later.

5 Q Okay. Do you mean that the letter -- the letter that's dated November 20th

6 was about a week after you transitioned or did I misunderstand the timing?

7 A Sorry. What I was saying is that when the President did his -- sent his

8 tweet, very soon thereafter, almost instantly, we commenced the transition of the

9 litigation, of all litigation materials to Mr. Giuliani and those named in the tweet and

10 those working for him. By the time I sent the letter on the 20th or 21st -- I think the

11 letter's dated the 20th, but I think I actually sent it to Bill Stepien on the 21st. With that

12 being said, on the 20th, we were done with the transition. We believed we had given

13 Mr. Giuliani all of the case and file information that he needed to be completely -- in

14 complete control of recount, contest, and election-related litigation.

15 Q Okay. So you said that you kind of, you saw the tweet, you immediately

16 began the transition. I guess -- well, in between, you had a conversation with your

17 Elections, LLC, colleagues where you advocated sending a letter memorializing it, but that

18 the transition was immediate. Is that right?

19 A Yes.

20 Q Okay. Did you have any thought of pushing back or, you know, trying to

21 seek to stay in your role supervising the litigation?

22 A No.

23 Q Why not?

24 A As in any lawyer approach in any matter, lawyers can view matters and

25 strategy differently, and we viewed the matters and the strategy differently.
 37

1 Q Okay. Can you tell us a little bit more about what was different about the

2 strategy that Mayor Giuliani was either advocating or planning?

3 A It's difficult to discuss insofar as that it would go to the -- some of the

4 privileges that I still have with the campaign. We were both lawyers for the campaign

5 advocating for different positions to be taken. I'm not sure I can answer that question

6 at least at this time.

7 Q Sure. Maybe, if I could ask you about your -- I think you described a couple

8 of communications directly with Mayor Giuliani before your transition. I know you said

9 there was one meeting that took place where your direct client or ultimate client,

10 President Trump, was present where Mayor Giuliani advocated for himself to take over.

11 Is that right?

12 A Yes.

13 Q Were -- who else was present for that communication?

14 A I know that Justin Clark was present. I seem to recall that Eric Herschmann

15 may have been present. And I have this memory that there were others in the room,

16 but I do not recall who else was in the room.

17 Ms. Christian. Were you in the room on that one or --

18 Mr. Morgan. Yes. I was in the room on that one, and I also remember that

19 parts of that meeting, lawyers at Porter Wright being on the phone with the President

20 but, again, I don't know if the lawyers at Porter Wright were on the phone for that part of

21 the discussion or not.

22 BY

23 Q Okay. And without telling us the content of any privileged advice you gave

24 to the President about litigation matters, but in that meeting, did you respond to Mayor

25 Giuliani's statements about taking over litigation?

 38

1 A The response for us was that we had hired Porter Wright to work on

2 pre-election litigation matters, and they had done a good job in advance of election day.

3 And since they were still lawyers who I had hired and that Justin Clark had approved to be

4 hired, we still were of the opinion that we should be able to oversee those lawyers that

5 we hired as they proceeded in the case against the State of Pennsylvania.

6 Q Okay. Ultimately, what happened with the retention of Porter Wright for

7 the Pennsylvania litigation?

8 A So following that, what I seem to recall is a Friday meeting, the next week,

9 early in the week, Porter Wright withdrew from the matter.

10 Q Okay.

11 A I obtained successor counsel, and successor counsel entered in the case.

12 You can see all this in the public court filings. And then Rudy Giuliani terminated

13 successor counsel, and Rudy Giuliani, himself, took over the matter, filed an appearance,

14 and made the argument in court himself.

15 Q Okay. Was there -- the substantive -- you said that Rudy Giuliani took over

16 and made the argument in court himself in the Pennsylvania case.

17 Back to that meeting with the President, was it a -- was the substance of that

18 argument also discussed in that meeting?

19 A I'm sorry. Could you repeat the question?

20 Q Yeah. It was a long one and not that clear.

21 So the -- you described that situation for us with the Pennsylvania case that

22 ultimately resulted in Mayor Giuliani making argument in court himself.

23 And I'm wondering, was the substance of the argument, whatever it was, was that

24 also discussed back in the meeting with the President?

25 A It likely was. I can't tell you for sure, but it likely was.
 39

1 Q Okay. And you said Mr. Herschmann was in that meeting. Is that right?

2 A I believe he was.

3 Q Okay. He doesn't strike me as a person who would have been a party to an

4 attorney-client privilege, you know, communication for the campaign. Is that fair?

5 A That is fair, except that what I recall about that Friday is that we were

6 constantly in and out of the Oval Office at various different points through the day. And

7 so it's hard for me to remember at what point any one person was in the room at that

8 moment, which is why I'm being cautious, because it may have just been myself, Justin

9 Clark, Mr. Giuliani, and the President. I don't recall specifically if Mr. Herschmann was

10 there at that point in time or not.

11 Q Okay. Did you have other communications with Mr. Giuliani before

12 November 20th about taking over litigation?

13 A I had communications with him in between election day and November 16th

14 about various litigation matters, yes. But November 16th was the last time I recall

15 speaking directly to Mr. Giuliani about election-related matters.

16 Q Okay. Any other, you know, third parties present for your other

17 communications with Mayor Giuliani before the 16th?

18 A There may have been, but I don't exactly recall. I mean, Maria Ryan, may

19 have been in meetings or not. I don't remember. I remember Bernie Kerik being in

20 meetings at times and not. It's hard to recall who was in what meeting at what time.

21 Q Okay. Well, let's look -- unless anyone has any questions, I'll bring up the

22 letter.

23 BY

24 Q Just to follow up on these questions. Taking this away, Mr. Morgan, from

25 any particular conversation, right, you as the campaign's general counsel steeped in these
 40

1 issues in the litigation, which extended before the election, did you have a view in the

2 days after the election, yourself, about the likelihood of success of any challenges to the

3 election, either based on allegations of fraud or procedure?

4 A My view was that we had matters that we could be successful in court on.

5 Your question, though, may be going further than that. And I'll be careful here, but I'm

6 not sure I concerned myself in those early moments with would this change the outcome

7 of the election or not. My view was, if there are matters on which the campaign can be

8 successful in a court of law, then those are matters we should proceed with.

9 Q I see. Okay. And is it fair to say that you had a view that matters that

10 could be successful was a narrower universe than how Mr. Giuliani would define that, or

11 was he willing to take some positions in court that you weren't certain were going to be

12 successfu I?

13 A My view is you'd have to ask Mr. Giuliani what positions he was going to

14 take in court on but that he had a different strategy than me.

15 Q Yeah. Again, I'm trying to separate the communications you had, the

16 privileged communications you had from just your personal view and sort of the hub of

17 the disagreement or the difference in style, not necessarily disagreement with Mr.

18 Giuliani.

19 I'm looking for your perspective as, again, the campaign's general counsel, as to

20 what the strategy should be and how your personal view differed from his.

21 A I mean, I delivered that -- my thoughts on that strategy to my client as any

22 lawyer would to their client, and the client decided to go with Mr. Giuliani's strategy.

23 Q Okay. And, again, I don't want to put words in your mouth, but it sounds

24 like Giuliani was advocating a more aggressive strategy or filing more things that didn't

25 necessarily meet your definition of things that had a chance of success. Is that an
 41

1 accurate summary of the distinction?

2 A He definitely had a different strategy than me.

3 Q A more aggressive strategy than the one you were advocating?

4 A I'm trying not to qualify with aggressive because it was just different.

5 Q Yeah.

6 A The matter of kind almost is hard to quantify. It was just different.

7 Q Yeah. Okay. Well, can you describe it in any way of how it was different

8 than yours?

9 A I think it was different in the sense that I was more bounded by my

10 experience in election law. So I had a view that said I had studied carefully going into

11 election day the various claims that had been brought over the years and what I thought

12 would work and what wouldn't work based on my experience of reading those cases.

13 Mr. Giuliani didn't seem bound by those cases or by those precedents. He felt he could

14 press forward on anything that he thought was wrong with the election and bring a

15 strategy around that.

16 Q Even if that didn't comport with the body of law that you had studied or

17 particular facts to support those possible claims?

18 A And I'm sorry, could you repeat one more time?

19 Q Yeah. I'm just trying to take a step beyond what you said. It sounds like

20 you had studied the -- you're an election lawyer. You had studied this stuff. You had

21 paid close attention to the general standards that apply in those cases. He wasn't

22 bound by that suggests that he was willing to do things even absent factual support or

23 precedent.

24 A Well, I don't know about the factual support, but he was definitely of the

25 view that this was precedent setting and, therefore, that he wanted to bring cases that
 42

1 would set new precedent.

2 Q Yeah. Okay. I appreciate that. Thank you.

3 ~ Okay. Are you going to ask about --

4 BY

5 Q Can I go back to the meeting you had on the 6th, or series of meetings, and

6 to the extent that you're able, distinguish between discussions about political advice in

7 those meetings and legal advice? I don't know if you're able to do that. But

8 specifically, I'm thinking about, like, a need to convince the public about election fraud

9 irregularities, as opposed to taking a legal strategy to a court in order to win on the

10 merits.

11 Were there discussions like that about political strategy that you remember with

12 the President or others in those meetings you had in the Oval Office on the 6th?

13 A There probably or likely were those types of political considerations in those

14 conversations. I, though, tried to stay as focused as humanly possible on the legal side

15 of it. I fashion myself as the lawyer in the room, not as the political adviser in the room.

16 So even if those discussions may have occurred, in some ways, I would tune those out in

17 relative -- and try to focus solely on where I could add value or lawyer acumen to the

18 discussion, if that was occurring.

19 Q Do you remember -- understood kind of your role and what you thought or

20 where you tried to be helpful. But do you remember any disagreements between the

21 camps: Mr. Giuliani and his team, or the President, or you and your team, about these

22 political issues that are coming up, political advice?

23 A Yeah. So I'm bounding myself right now to, as you led, to the

24 November 6th time period. At this point, it was highly focused on litigation and the

25 legal strategy. I think what you're questioning comes later.

 43

1 Q Okay. Then I will save that part for later.

2 And just that same week, I understand, the week after the election and before the

3 November 6th meeting, I understand that there's a meeting at headquarters, campaign

4 headquarters, where Mr. Giuliani came over and met with Mr. Herschmann, Mr. Lyons,

5 and some of the campaign staff.

6 Are you familiar with a meeting like that in the days after the election?

7 Ms. Christian. You know what date this would have been?

8 - Sometime after November 3rd, in the days after but before that --

9 Ms. Christian. Okay. Before the 6th?

10 Before the election was called on Saturday.

11 Mr. Morgan. So what I recall, to your question, I recall Mr. Giuliani arriving at

12 campaign headquarters at some point after election day. I don't recall if it was the

13 Wednesday after or the Thursday after. I remember him arriving, and various people

14 coming in and out of the conference room which he was in. And that's what I

15 remember. I don't remember a seminal or specific meeting. So if there is one, I don't

16 think I was a part of it. But I remember him being there and meetings occurring.

17 - Do you remember Mr. Giuliani in that week after the election ever

18 referring to his strategy or his idea for investigating issues related to the election as like a

19 RICO conspiracy, we need to look into this like I did when I was prosecuting monsters in

20 New York, like a RICO case?

21 Mr. Morgan. It was not said like that, at least what I recall. It was more of, we

22 need to look at it holistically. I mean, I remember it being more like that we need to

23 look at it across the State, all of the participants. I don't recall that verbiage or

24 terminology you just used, at least in my presence.

25 - And in your presence, do you remember him ever using the term
 44

1 "RICO"?

2 Mr. Morgan. I do not, no.

3 - Okay.

4 - Did you hear from others about him using such terms to talk about

5 investigations of allegations of election fraud?

6 Mr. Morgan. Not the phrase "RICO." I mean, I understand the C in RICO to

7 mean conspiracy. I mean, I heard him use the word "conspiracy," but not RICO, not that

8 specific or definitively that I ever heard.

9 - Okay.

10 We also, Mr. Morgan, the meeting that - is talking about, we

11 also had heard that the campaign internally had assessed the chances of success in the

12 litigation sufficient to overturn the election at less than 5 percent, that that was sort of an

13 internal consensus among Mr. Stepien, Mr. Miller, you, and the campaign lawyers.

14 Is that consistent with your recollection of sort of your assessment of the potential

15 for the litigation, or I should add, litigation or recounts to change the outcome is less than

16 5 percent?

17 Mr. Morgan. I don't recall ever assigning a percentage to it myself but, yes, I did

18 hear the number 5 percent on numerous occasions. I can't tell you or I don't recall who

19 exactly came up with that, but I remember that kind of solidifying at some point as a

20 number that was used.

21 Yeah. Okay. And then, again, when you say that number was

22 solidified, fair to say a consensus among the leadership of the campaign, from

23 Mr. Stepien and the others that I mentioned, that that was sort of the best prediction

24 they had for the likelihood of success?

25 Mr. Morgan. I mean, I can't specifically speak for Mr. Stepien, Mr. Miller, and
 45

1 Mr. Clark, but, yes, I think that's, as a general proposition, a fair statement.

2 Thank you.

3 BY

4 Q And was the President aware of that assessment?

5 A I don't know.

6 Q Okay. Let's look at the letter that we've been talking about that you

7 produced for us. It's exhibit No. 6, please.

8 They're probably out of order from the way that you have them since we kind of

9 did it chronologically, mixing our documents with yours. But if you found it, we have it

10 up here on the screen too.

11 A Yes, I have it.

12 Q Okay, great. So this is the letter that you wrote memorializing kind of the

13 change in control or leadership of litigation matters. Is that right?

14 A Yes.

15 Q Okay. And you addressed it to Bill Stepien, campaign manager. And as

16 you noted before, explains to us helpfully, it's dated November 20th, which you

17 remember to be the end point of your transition of litigation matters, not the beginning.

18 Is that right?

19 A Correct.

20 Q Okay. So the beginning -- I guess on the second paragraph here, it

21 mentions the date of Saturday, November 14th. This refers to the tweet that we talked

22 about before. Is that right?

23 A Yes.

24 Q Okay. And then the beginning of the third paragraph reads: This letter

25 confirms that in accordance with client instructions, our engagement on election

 46

1 litigation matters has been fully transitioned to Mr. Giuliani and his associates.

2 So what were the client instructions that you refer to in this paragraph?

3 A I think that was just my polite way of referencing the President's tweet.

4 Q Okay. Were there any other conversations with either your client, the

5 President, or other campaign officials that you would've considered instructions that

6 you're referring to here?

7 A Not that I recall, no.

8 Q Okay. So, I guess, did you feel like the tweet was an instruction to you that

9 you must transition the work or did you consider it just a suggestion?

10 A The phrase that I cite in this letter, "spearheading the legal effort," and if I

11 recall the tweet correctly, the President referenced not just Rudy Giuliani, but when I

12 reference here "and associates," I think Jenna Ellis, Joe diGenova, Victoria Toensing were

13 also named. I think myself -- and I can't speak from exactly -- but conversations with

14 Justin Clark, I think we viewed this as these are the individuals the President has now

15 tasked with, as I put in quotes here, "spearheading the legal effort."

16 And in my view -- and, again, I can't put words in Justin's mouth -- but I think our

17 collective view was that they're responsible for spearheading it and that we needed to

18 give it to them to spearhead.

19 Q Okay. I understand that. And, yeah, I do have the tweet. I don't have it

20 to put in front of you, sorry. But it does list, as you noted, the several associates of Rudy

21 Giuliani. But then the President says -- you know, calls them a truly great team, and

22 then says, you know, to be added to our other wonderful lawyers and representatives.

23 And so I guess what I'm wondering is, you know, why is it that you interpreted the

24 putting Rudy as the spearhead of the litigation and adding these other members to the

25 team as an instruction for you to transition the matters entirely?

 47

1 A I think in my conversations with Mr. Giuliani, that he wanted to do things

2 differently, not just as a matter of strategy, but also as a matter of his direction to, for

3 example, me, that I wasn't going to be in a position where he was going to direct me to

4 do various legal work. I thought it would just be best to transition to him and let him

5 run from there.

6 Q Okay. So is it fair to say that although the President's tweet says that he's

7 going to add them to the legal team, that their addition made you decide that you

8 wanted to transition everything entirely?

9 A Transition all litigation responsibilities entirely, yes.

10 Q Right. Right. Rather than joining -- having them join the team and you

11 remaining involved? I'm just trying to suss out that --

12 A Yeah. I don't --

13 Q Go ahead.

14 A Sorry for talking over you.

15 Q No, no, no. Please go ahead.

16 A My view was that it wasn't a merger of the litigation responsibilities but the

17 acquisition, meaning, we were not going to be treated as peers or partners in

18 Mr. Giuliani's efforts and, therefore, it was better to just transition. Maybe said another

19 way more colloquially, in a sports metaphor, when you have two quarterbacks, you have

20 none. So our view was he was going to be the quarterback and that we should hand

21 him the ball.

22 Q Okay. And to take that maybe one step further with sports analogies,

23 which is dangerous territory for me, but is it also the case, in kind of going back to some

24 of the questions t h a t - asked you, is it also the case that you, knowing what

25 you knew about what Mr. Giuliani intended, you know, what his thoughts were about
 48

1 litigation strategy and other strategies, that you didn't want to be on the team if Mr.

2 Giuliani was going to be the quarterback of it?

3 A Well, I remained on the Presidential campaign as a lawyer to the campaign.

4 So, I mean, I think I -- to mix the metaphor, I remained on the team, but that when it

5 came to the litigation strategies they were seeking to employ, I thought it was best for

6 them to approach those issues how they wanted to approach them. And it was most

7 productive for both of us to let him do that and for me to recede to corporate counselor

8 responsibilities.

9 Q Okay. So in the letter -- I don't think you need to bring it back u p , - .

10 It's okay.

11 But, you know, the paragraph that we were looking at, it did go on to say that you

12 would no longer be rendering litigation services, including advice on recount or contest

13 matters. And that is what occurred, is that right, you no longer provided any litigation

14 advice?

15 A I would say for the most part. The caveat I have for that is I would still get

16 questions about what I thought of things from colleagues, whether it's Justin Clark, or

17 Jason Miller, Tim Murtaugh, all who are on the campaign. There would still be times

18 when they would want to come to me and ask, hey, what do you -- what can I say about

19 this as a communicator, or where does this eventually land, or where is this going.

20 So I used all best efforts to keep that to Rudy Giuliani and his team that was

21 named in the President's tweet and the additions they brought on afterwards. But I was

22 asked questions by others, so there were moments where I would communicate to

23 people my views, but I would always try to, as best as possible, respect the decisions of

24 the litigation team.

25 Q Okay. And what about the outside counsel that you had been responsible
 49

1 for lining up and retaining in each of the several States? Did you continue to have a

2 role? Did they continue to call you and talk with you about the litigation?

3 A I think this may foreshadow another one of the documents that you have,

4 because there's one where I talk about the law firms that I had hired receding. I know

5 that's another one of your documents.

6 Q Yeah. Yeah, we can talk about that in a minute. We can put a pin in that

7 and come back to it.

8 There's a memo attached to your letter that's been withheld as work product.

9 That, I assume, is what is described in the letter as, you know, information related to the

10 status of ongoing litigation. Is that fair?

11 A Yes.

12 Q Okay. And then if we could look at the email at exhibit No. 7, please.

13 This is another email that you produced to us, Mr. Morgan.

14 Ms. Christian. We got it.

15 Mr. Morgan. We got it.

16 BY

17 Q Yeah. It's dated the same day as your letter. I assume this is the sort of

18 transmittal email of the letter that we were just discussing to Mr. Giuliani and his team?

19 A I actually don't think I transmitted the letter to Mr. Giuliani and his team.

20 attached that attachment to our letter with this email. So this email was delivered to

21 these individuals -- Steve, Victoria, Joe, Jenna, and Boris -- and that attachment that was

22 part of my letter was also sent to them attached to this email you're showing me.

23 Q Okay. Great. Thanks for that clarification.

24 So the beginning of this email says: On Wednesday evening, Rudy made clear to

25 me that I need to provide the new legal team with every document that could impact the
 50

1 national legal strategy.

2 So that would have been I think on November 18th, the Wednesday before you're

3 writing this email. Does that sound correct for when you had such a conversation with

4 Mr. Giuliani?

5 A Sounds correct.

6 Q Okay. Can you describe that conversation for us?

7 A Rudy Giuliani and I, if I recall this correctly, had a disagreement about

8 documents. I think Rudy Giuliani believed I was not providing him or his team with

9 documents. I believed I was providing him with documents, and so I used this as an

10 opportunity to memorialize that he had everything I had at this point.

11 Q I see. Okay. And did that meeting take place in person or by phone?

12 A It would not have been in person. If -- and I'm sorry. You said you did the

13 backdating, you think that would have been 11/18 on Wednesday? Is that what you

14 said?

15 Q Yes. Yeah, I think so. If it was the Wednesday before you sent this email.

16 A It would've had to have been by phone, because the last time I recall

17 speaking to Rudy Giuliani in person was on November 16th.

18 Q Okay. Let's look at the document at tab 8, please.

19 Ms. Christian. What is -- okay.

20 - Yeah. It says, list of counsel and advisers November 21st. Karen,

21 if it's helpful, I can give you the Bates numbers from your production.

22 Mr. Morgan. I got it.

23 Ms. Christian. Yeah, we got it.

24 - Okay.

25 Ms. Christian. Thank you.

 51

1 BY
2 Q So, Mr. Morgan, what is this document?

3 A I believe this document entitled list of counsel and advisers is a document

4 that we sent to Rudy Giuliani and his team to provide a list of lawyers who were

5 working -- who were still working on matters as of November 21st, 2020.

6 Q Okay. Do you remember who prepared it?

7 A I do not.

8 Q Okay. I wondered what the distinctions were in -- let's talk about first the

9 far right column that says "engaged by." There's one that is identified as the State party

10 in Arizona. Then the others are either Donald J. Trump for President or volunteer.

11 What was the significance of those that were listed as volunteered?

12 A So I only see two that are listed as volunteer, which is to say that -- what I

13 recall about Cleta Mitchell, for example, is that at some point, she was active in the

14 Georgia recount and contest, and we offered to engage her law firm to memorialize that

15 relationship, at which point I think she informed us she was serving as a volunteer.

16 Therefore, no engagement letter went to her. She was not a counsel of record. So we

17 didn't pursue an engagement letter any further than she was serving as a volunteer in

18 Georgia in some form of advisory capacity for election-related litigation in Georgia.

19 Q Okay. And so I guess, in addition to the volunteer, that's relevant to her

20 description under scope of service as advisory?

21 A Yes.

22 Q And what was the relevance? Was it just that she wasn't a counsel of

23 record, why she wasn't listed as litigation, like some or most of these other ones, or is

24 there some other relevance on the advisory description?

25 A I don't know.
 52

1 Q Okay. What about for -- there's one that says recount work only, no

2 litigation for Georgia. The firm is Taylor, English, Duma, LLP. Do you recall what the

3 significance was as to why they were designated as recount work only?

4 A My limited recollection on this is that at some point after election day, Bryan

5 Tyson, who's an attorney at Taylor English, informed me that they would continue to

6 assist on recount matters as they had been engaged to do, but they were not going to

7 engage in litigation work. I don't recall who drafted this document, whether it was

8 myself or someone else, but I think it's documented as such. And I contemporaneously

9 remember Bryan saying this to me.

10 Q What was the reason why they were declining to participate in any litigation

11 work?

12 A I actually don't remember. I just remember him saying that.

13 Q Okay. If you could scroll down, 1111-

14 I want to ask you about the last two entries on this chart. Here we go.

15 So under Wisconsin, there's an individual named Jim Troupis listed?

16 A Yes.

17 Q What do you know or recall about Mr. Troupis?

18 A I recall that Jim Troupis was engaged by the campaign to assist with or to

19 lead the efforts in Wisconsin from a lawyer perspective lead as to the recount and

20 potential election contest and litigation that ensued in Wisconsin after election day.

21 Q Okay. And why is he described as recount work only, if you recall?

22 A I don't recall, because I remember -- since this form was created, I recall Jim

23 Troup is filing a lawsuit on behalf of the campaign in Wisconsin. So I don't know why

24 that says recount work only.

25 Q Okay. Got it.

 53

1 Do you know what his connection was or how he came to be retained by the

2 campaign?

3 A I do not.

4 Q Okay. The last row on this chart is national ED O director and then

5 identifies an individual named Mike Roman?

6 A Yes.

7 Q Is Mr. Roman known to you?

8 A Yes.

9 Q Okay. Who is he?

10 A Mike Roman served as the national election day operations director for the

11 Presidential campaign.

12 Q So he was a staff member of the President's reelection campaign?

13 A Yes. I don't know if he is a W2 member or an independent contractor, but

14 he had the title of national election day operations director, and he was working for the

15 Trump campaign.

16 Q Okay. Did you work closely with Mr. Roman?

17 A Yes.

18 Q Okay. And what --

19 A Can we clarify? At what time? What period of time are you saying work

20 closely with him?

21 Q Great question. Before the election, did you work with him?

22 A Before the election, I worked closely with him. I wouldn't say I worked

23 closely with him after the election.

24 Q Not -- sorry. I just want to make sure I heard you correctly. You did not

25 work closely with him after the election?

 54

1 A Correct.

2 Q Okay. Why was that?

3 A Just the role. So the election day operations director's task is to lead

4 nonlawyers to detect and to document any election irregularities that are going on within

5 the States during election day. And so as lawyers, we rely on that documentation in an

6 attempt to litigate if needed.

7 After election day, you're not necessarily detecting any election day irregularities

8 anymore, and Mike Roman's role then shifted to assisting Rudy Giuliani and his team.

9 So therein, when we shifted our litigation responsibilities to Mr. Giuliani, I no longer

10 worked in proximity to Mike Roman.

11 Q Okay. And when you -- when he shifted to assisting Mayor Giuliani and his

12 team, what was your understanding of his role or responsibilities?

13 A My general understanding was that for election day operations, you have

14 someone in every State monitoring in that State. And so my sense of the matter was

15 that Mike Roman's network of folks who are working for the campaign in those States

16 were being of assistance to Mr. Giuliani and his team. But I don't know any further than

17 that. I just know there would be the instate assistance to Mr. Giuliani's efforts.

18 Q Okay. Even though the election -- like you said, the kind of role of the ED 0

19 team, the election day operations, were really limited to election day and didn't have a

20 place in litigation after. Do you have a sense of -- well, is that an accurate

21 understanding on my part of what ED O really is?

22 Ms. Christian. Maybe in a typical --

23 Mr. Morgan. Yeah. Thank you for clarifying. I think in a -- in past elections,

24 that would be what you would expect from an election day operations program.

25 BY
 55

1 Q Got it.

2 In 2020, with Mr. Roman involved as the national ED O director, did the ED 0

3 operation play an atypical role?

4 A I -- no, I think it played a typical role through election day itself. And

5 afterwards, my sense of the matter is Mike Roman and all of his staff that he oversaw

6 were reassigned to serve as a resource for the national litigation team.

7 Q Okay. Do you know what kind of resource they were providing? Like,

8 what type of role would the ED O operation provide in support of litigation effort?

9 A That's the part -- I can only speculate. I don't know what role they were

10 actually playing.

11 Q Okay. Did anyone bring any concerns to you about the role of either Mike

12 Roman or his ED O team in the post-election time period?

13 A Admittedly, I lost track of them after November 14th.

14 Q Lost track of it? Okay.

15 They are -- it is interesting to me that he appears on this list, though, which is all

16 counsel, you know, in litigation matters. And then -- and it's, you know, a full, you

17 know, nearly 3 weeks after the election, he's included here as national ED O director.

18 Do you know why that was?

19 A I don't know why that was.

20 Q Okay. Are you aware of any connection or any role that Mike Roman and

21 the ED O operation played in the convening of alternate slates of electors?

22 A I do believe they were involved in that. But that's a whole other line of

23 questioning.

24 Q Okay. We may have an opportunity to ask you a little bit about it later, but

25 since we're here with Mike Roman, you can take this down,-· Thank you.
 56

1 How did you come to learn that Mike Roman and perhaps members of his ED 0

2 team were involved with the alternate slates of electors?

3 A I can't say particularly how I came to know that, but I'm certain through

4 various email communications that I was copied on or included in, I became aware of that

5 fact, yes.

6 Q Okay. Do you remember -- are there others that you spoke to about the

7 alternate slates of electors and the role that the ED O operation or Mike Roman played?

8 A All I -- or to the best of my recollection is that the ED O team was -- or Mike

9 Roman's team -- I don't even know if you'd still call them the ED O team at that point but,

10 like, Mike Roman or those reporting to him were attempting to deliver the alternate

11 slates of electors.

12 Q Okay. That's helpful.

13 When you say attempting to deliver alternate slates, do you mean like attempting

14 to get the groups of electors in each State to meet and vote or something to do with the

15 actual documents themselves?

16 A That's where I'm even unclear. I think both, but I don't know that.

17 Q Got it. Okay. And do you remember who you would've learned

18 this -- whatever the connection was between Mike Roman and the alternate slates of

19 electors, you know, through whom you would've learned that connection?

20 A I believe I came to learn that connection in email correspondence over time.

21 I can't say specifically who, but I just came to understand that.

22 Q Okay.

23 - Do you want to ask anything about that?

24 Okay. Let's look at the document in tab 1 0 , _

25 I think this is the email that you referred to. It's from your production, Bates
 57

1 number 14493. It's the email about securing a paralegal or typist.

2 Mr. Morgan. Yeah. That's not from our production.

3 Ms. Christian. You sent that one to us. So let me pull that up.

4 ~ Oh, yeah. I apologize. Yes. That's the wrong --

5 Ms. Christian. It's okay. What was the number again, -

6 - It's this one that we shared with you. Yeah, it's this one.

7 Ms. Christian. 1 -- no. I don't have it on my screen. What's the -- 14493.

8 Okay. Got it. Sorry. I just wanted to get it up on my computer.

9 - It probably has the date in the file name too, which is 11/29.

10 Ms. Christian. Yup.

11 Mr. Morgan. Okay.

12 BY-

13 Q Okay, great. Thank you.

14 So this is -- I think this is an email thread that you were recalling earlier, Mr.

15 Morgan, when you were talking about, you know, management of outside counsel that

16 you had retained after they had been transitioned to the sort of leadership of the Giuliani

17 campaign. Is that right?

18 A Yes.

19 Q Okay. So the specific circumstances -- and I assume you've had a chance to

20 look at this email. Is that right?

21 A Yes. That's right.

22 Q Okay. The specific circumstances that prompted this email thread are

23 about a request that came through, through Jason Miller, it looks like, for a paralegal or

24 typist to support Victoria Toensing. Is that right?

25 A Yes.
 58

1 Q And in the email, you describe that Rudy and his team have, quote,

2 "absolutely alienated every lawyer and law firm on my list."

3 Tell us what you remember, what you can share about these circumstances that

4 led to you kind of, you know, giving this summary of what had happened with outside

5 lawyers after they were transitioned to Rudy Giuliani.

6 A So this email exchange was specifically that Victoria Toensing wanted

7 additional help in the form of a person who could serve as a quasi-paralegal or typist.

8 don't know -- or I don't recall how Jason Miller was tasked with delivering this request to

9 me, but by this point in time, November 29th, 2020, I -- any of the law firms or any of the

10 staff that I had hired had since moved on. And this is an email written in frustration

11 insofar as that Jason Miller had implied that we were intentionally being unhelpful. And

12 I didn't feel that we were being intentionally being unhelpful; we just did not have any

13 resources left to help them with.

14 Q Right. Did you have communications with any of the outside counsel who,

15 you know, were kind of run off or declined to participate further at various points after

16 the Rudy team took over?

17 A I think I had conversations with probably all of our counsel who are signed

18 up to assist on election day as they disengaged with the campaign.

19 Q And, you know, I'm not going to make you go through each one of them but,

20 generally, what were the reasons provided for why they disengaged with the campaign?

21 A The general consensus was that the law firms were not comfortable making

22 the arguments that Rudy Giuliani was making publicly.

23 Q Are there specific instances, specific law firms in specific States that you

24 recall you had those conversations with?

25 A I seem to recall that I had a similar conversation with most all of them.
 59

1 Q Most all of them.

2 Okay. About how many -- I know that the memo that was attached to your email

3 to Mr. Giuliani and his associates, which is a work product document, contained all of

4 them.

5 Since we haven't seen it, you know, approximately, how many law firms were

6 engaged by the campaign at that point and then that subsequently disengaged?

7 A That's a tough number for me to recall for the following: We had counsel

8 for every State almost times two. So as I stated earlier, we had what I colloquially refer

9 to as my sweet 16 list, probably had at least, on average, two counsel per State. So

10 you're talking about 32 different counsels. But after election day, any State that Donald

11 J. Trump for President had won as a matter of election result, those counsel went by the

12 wayside just as the natural function of you won the State and you go on to do other

13 things.

14 That probably left approximately six States, six to seven States. So you're talking

15 about 12 to 14 lawyers at that point. And then from post-election day until I wrote this

16 email on November 29th, I think it was a -- or I seem to recall that it was a slow

17 dissipation of the lawyers and the law firms, just a slow retreat from them over time.

18 Q Okay. So the seven States that were -- six or seven that you're referring to,

19 are they the ones that I listed earlier, the Pennsylvania, Michigan, Georgia, Arizona,

20 Wisconsin, Nevada, New Mexico?

21 A Yes, that sounds right.

22 Q Okay. So there would've been at least one, maybe two law firms still

23 engaged by the campaign after the election in each of those States. Is that right?

24 A Yes.

25 Q Okay. And at some --

 60

1 A Except -- I have one exception. I'm not so much sure about New Mexico.

2 I seem to recall we had pulled resources from New Mexico in advance of election day,

3 meaning it was on the list originally, but as you get closer to election day, you continue to

4 recalibrate. I don't recall a challenge New Mexico. My memory tells me there wasn't

5 someone in New Mexico post-election day, but all the rest of the States you named, the

6 answer would be yes.

7 Q Okay. And between the time of your transition of leadership of litigation,

8 so after the November 14th tweet, until you wrote this email at the end of the month, all

9 or very near all of them had, as you said, dissipated due to their sort of inability to

10 continue their representation in light of the arguments that Mr. Giuliani was making?

11 A That is correct.

12 Q Okay. Which of those firms -- or let me ask you, did they all have to

13 formally withdraw from litigation, or were there some that they informed you that they

14 would no longer be participating but there's no formal kind of withdrawal paperwork

15 filed?

16 A We did not have any formal withdrawal paperwork. If they had litigation

17 on file -- I think we only had one instance and I referenced it earlier, the Porter Wright

18 withdrawal in Pennsylvania. I think we only had one, maybe two. But I only remember

19 one instance of actual formal withdrawal from a lawsuit.

20 For the most part, if one of the firms had an ongoing litigation matter that they

21 had signed up for, they would continue it or persist with it or see it to its conclusion, but

22 that the law firms were not taking on any new matters at the request of Rudy Giuliani.

23 Q Okay. Also in this email, at the very first paragraph that you write here,

24 you recount that Alex Cannon and yourself have been, as you describe it, constantly

25 pinged by lawyers the President is communicating with not named Rudy or Jenna on
 61

1 other available legal options.

2 So who were the other lawyers that you were pinged by as result of their

3 communicating with the President?

4 A I don't recall specifically. As I seem to recall, that everyone who suggested

5 to the President an alternate path forward that would come to us and then we would

6 either try and triage it to Rudy Giulian i's team because that's where it properly belonged,

7 or that Alex and I would do factual inquiry or due diligence on whatever claim came our

8 way and then we would be somehow responsive to it. I don't remember what lawyers

9 I'm specifically citing here.

10 Q Okay. But what, generally speaking, were the other available legal options

11 that were coming at you in this manner?

12 A So -- well, I guess one does come to mind. So, for example, Cleta Mitchell

13 in Georgia was suggesting various other litigation strategies that could be used in Georgia.

14 So that's one of the examples I may have been referencing here. I can't say that for

15 certain, but Ms. Mitchell was seemingly tasked with overseeing a lot of the Georgia

16 litigation, and we would deal with that constantly, I remember.

17 Q Okay. Any others that you recall?

18 A Yes, I actually do. There's another one in Pennsylvania. There's the law

19 firm of Marks & Sokolov. Bruce Marks was the lead attorney. He was decidedly in the

20 chain of command for Rudy, which is to say Rudy hired him and engaged him and sought

21 his advice relative to Pennsylvania law. And I remember him pinging off and would

22 request in other matters.

23 There may have been more. I just don't remember on this date who was

24 engaged by Rudy's team and not.

25 Q Okay.
 62

1 A What I'm really referring to here is that Rudy would engage or hire lawyers,

2 and then those lawyers thought they could come and tell myself and Alex things we

3 needed to do in service of them.

4 Q Understood. How would you handle that? Would you send them back to

5 the Rudy team?

6 A If we could, we would do that. It just depended on what topic came our

7 way.

8 Q Okay. Okay.

9 Mr. Morgan. I was just going to ask, it's 4 o'clock now. Maybe we could take

10 like a 5-minute quick break?

11 - Yeah. I think that makes sense here. Let's go off the record now,

12 and we'll be back at -- it's 4:03 now -- so like 5 minutes or so?

13 Mr. Morgan. Perfect.

14 Ms. Christian. Yes.

15 - Okay, great. All right. Thank you.

16 [Recess.]
 63

1 [4:10 p.m.]

2 - All right. Great. So, let's go back on the record. Okay. Thanks.

3 BY
4 Q So, Mr. Morgan, I'd just like to ask you a couple of kind of questions to wrap

5 up this portion of what we're talking about as far as outside counsel.

6 There were several individuals that, you know, we have been interested in as far

7 as the scope of their retention, if any, by the campaign. We identified them for your

8 counsel ahead of time, and I think you've already given us through the course of our

9 conversations so far today some of the information that we were looking for about those

10 individuals.

11 So I'm just going to run through the list really quickly. I'll ask you hopefully not

12 the most broad, open-ended questions but, rather, just a few things I think we need to

13 add to what you've said already to have a complete picture of what their status was as far

14 as any representation of the campaign.

15 Is that okay?

16 A Yes.

17 Q Okay. Great. So we talked about John Eastman. You told us that you

18 first heard about him through Justin Clark in connection with the potential filing in the

19 Supreme Court in the Texas versus Pennsylvania case.

20 Did you ever come to learn about an expanded role for him related to the

21 electoral college or the January 6th joint session?

22 A The expanded role that I understood from Mr. Eastman, after Texas versus

23 Pennsylvania, was that he was seemingly from my perspective assisting Rudy Giuliani and

24 his team in other matters. I remember there was a lawsuit, an additional lawsuit, in

25 Pennsylvania that the Marks & Sokolov law firm was trying to get to the Supreme Court
 64

1 and Mr. Eastman was helping with that.

2 I say that to say, to me, that was an expanded scope. I thought, after we were

3 done with the Texas versus Pennsylvania matter, that that was the end of his service.

4 But then in a different matter at a later date in September he was still assisting Rudy

5 Giuliani and team. So to me --

6 Ms. Christian. In December, not September.

7 Mr. Morgan. In December. Excuse me. A slip of the tongue there. In

8 December. And while that was an expanded scope, that was the extent of my

9 knowledge of an expanded scope.

10 BY
11 Q Okay. So did you have any knowledge of him being retained by the

12 campaign to provide legal advice regarding the January 6th joint session?

13 A Not in addition to the engagement letter we sent him. I don't -- at times

14 lawyers will rely on an engagement letter to do a whole host of other services at the

15 direction of the client. I was not providing them that direction.

16 Q Okay. And I think in the engagement letter, which we can pull up if you'd

17 like to see it, but it does refer to part of his -- the scope of representation as including

18 matters related to the electoral college.

19 Did you ever have a conversation with Professor Eastman about what portions of

20 work he did were related to -- that part of the scope related to the electoral college?

21 A No.

22 Q Okay. I know that we looked at the document earlier that you said was

23 drafted to provide more clarity about the payment terms or him serving as a vol -- in a

24 volunteer capacity as a lawyer of record for the campaign.

25 Did there come a time when Mr. Eastman requested payment, was no longer
 65

1 serving in a volunteer capacity?

2 A After January 6th but before January 31st, I recall Mr. Eastman requesting

3 payment. It would have had to have been through email because I didn't actually speak

4 to him after January 6th, and so I do recall him requesting payment for services rendered.

5 Q Do you recall how much he was requesting for payment?

6 A I do not recall.

7 Q Okay. And do you remember what the services were that he was

8 requesting payment for?

9 A My understanding the services requested was for the totality of all the work

10 he'd done for the campaign.

11 Q Okay. Was he paid?

12 A I don't know.

13 Q Okay. Did you --

14 A I sent the -- I sent the request to Justin Clark and asked that Justin Clark

15 handle it from there.

16 Q Okay. Thank you.

17 And you said you hadn't spoken to Mr. Eastman, Professor Eastman, after

18 January 6th. When was the last time that you spoke with him?

19 A I think the last time I actually spoke to Professor Eastman was in regards to

20 litigation at some point in December of 2020.

21 Q Okay. Did you ever speak with him about the advice given regarding the

22 joint session on January 6th?

23 A No.

24 Q Okay. I don't think this name has come up yet. But are you familiar with

25 a lawyer by the name of Ken or Kenneth Chesebro?

 66

1 A Yes.

2 Q Okay. Who is that?

3 A Kenneth Chesebro was an attorney assisting other attorneys for the

4 presidential campaign.

5 Q Okay. In what capacity was he assisting other attorneys?

6 A The better way to describe it is this. When I first became aware of Ken

7 Chesebro, I thought he was associated or affiliated with Jim Troupis in Wisconsin. I only

8 later came to learn that he was a seemingly volunteer attorney from Massachusetts.

9 Q And what else was he -- once you learned that it was not just, you know,

10 assisting Mr. Troupis, or Judge Troupis, in litigation in Wisconsin, in what context did you

11 learn that he was providing additional volunteer services?

12 A Excuse me. That's what I meant, his assisting of Judge Troupis in

13 Wisconsin. Because we didn't have an engagement letter for Mr. Chesebro and I didn't

14 know of his existence until, I think, late November, early December, I just assumed that

15 he was volunteering alongside Judge Troupis.

16 Q Okay. And when you learned of him in late November, early December,

17 was it in connection with the concept of alternate electors?

18 A Yes. But that wasn't the initial conception, as I understood it.

19 Q What was the initial conception?

20 A My understanding, as best I can recall, in late November or early December,

21 Ken Chesebro had written a memo about electors. And my initial conversations with

22 Justin Clark were that Justin asked me to look into the matter as a contingency. If

23 somehow the campaign was able to win in Wisconsin, then the votes of the electors

24 would be submitted.

25 So I viewed it initially as a contingency exercise, an if X, then Y exercise. If Judge

 67

1 Troupis wins his litigation in Wisconsin, then his contingent electors should have voted to

2 be prepared for if there was a switch.

3 Q Okay. What did you do after Justin Clark asked you to look into this? Like

4 what did that involve? How did you look into the issue?

5 A My recollection of the matter is I did research on the electoral college and

6 how it worked as a practical matter, meaning there are -- the votes of the electors but

7 there are also what are referred to as there's certificates of ascertainment in the States.

8 That's what the typically the highest elected official, the Governor, signs, the ascertaining

9 the success of one presidential candidate or the other in the State.

10 And so I just looked into and researched on my own what the processes and

11 mechanisms were of the electoral college to better understand them.

12 Q Okay. And you referred to you had at that time you had received and

13 reviewed a memo that was drafted by Ken Chesebro around I'll suggest November 18th?

14 A I've -- I've seen in The New York Times in 2022 that they published Ken

15 Chesebro's memo dated November 18th. I don't recall seeing that memo until late

16 November, early December.

17 Q Okay. Was it before you started doing this research on your own about the

18 electoral college or after?

19 A I believe that I was forwarded his memo in late November, early December

20 and asked to, as a general proposition, look into it. And so I commenced research on my

21 own. And I assisted or had one of my -- one or some of my associate counsels, who I

22 had listed earlier, help me just understand the mechanics and the legal processes of the

23 electoral college.

24 Q Okay. Did you -- did you memorialize your research or your, you know,

25 your conclusions in any writing, an email or memo or anything?

 68

1 A Yes. I believe it's part of the production documents that we've shared.

2 Q Yeah, we can pull it up.

3 A The version you have, I think, is dated January 3rd, because I repurposed the

4 date. But that would also be the document that is the product of that research from

5 either late November or early December.

6 Q Got it. Yeah. So I think it's our exhibit 2 7 , - .

7 I have -- actually the one I just called up is -- this is the one that you produced to

8 us. This is one we received from the archives. And I think we sent it back to you

9 through Karen.

10 Ms. Christian. I think we separately -- we separately produced this.

11 Yeah, I think this is -- I think there hopefully the same.

12 But it's tab 28,_, is their version.

13 Mr. Morgan. It should be the same. This version on the screen, I redated it

14 January 3rd, 2020, when I was asked for it by Greg Jacob in the Office of the Vice

15 President. But there is somewhere -- I don't have possession of it -- a similar memo

16 dated earlier and just switched the dates.

17 BY-

18 Q Got it. Okay that's great. That makes sense. That's why we've got it

19 from the archives. We'll talk about that a little later. You sent it over to Greg Jacob by

20 email.

21 So did you talk to Greg Jacob at the -- in the earlier time when you were

22 researching and preparing this memo?

23 A No, not -- not in late November, early December.

24 Q Early December. Okay.

25 A Well, I -- I did talk to Greg Jacob at some point mid December, just so we're
 69

1 getting our timeline here. So your question was, when I was drafting or working on this

2 document, because I believe others, my associate counsels, helped me draft this

3 document, but when I was working on this document, I did not discuss this with Greg

4 Jacob. But there comes a point in mid December -- I don't recall the exact date -- where

5 I did discuss this with Greg Jacob.

6 Ms. Christian. This issue.

7 Mr. Morgan. This issue with Greg Jacob.

8 BY-:

9 Q Okay. Very helpful. Thank you for clarifying that.

10 When you talked to Greg Jacob about this in mid December, was it before the

11 meeting of the electoral college on December 14th?

12 A I believe it was right around that time. It's hard for me to tell if it was a day

13 before or a day after.

14 Q Okay. Okay. Great.

15 So just going back to kind of the ask here, so you told us that there's a memo that

16 you've read, that's now been published widely, that was originally dated November 18th

17 by Ken Chesebro. It described a process, first, focusing on Wisconsin of convening

18 electors for Trump and Pence in some -- in connection with the -- a potential remedy in

19 litigation. And that was forwarded to you later in the month of November, and that's

20 when you started doing this research that resulted in this memo.

21 Is that right?

22 A That's correct.

23 Q Okay. So tell us about what your conclusion was after looking into the

24 electoral college and the process of ascertaining the results.

25 A My conclusion from my research was that it would be a sticky situation if the

 70

1 campaign were to win one of its litigation matters in a State after December 14th. So

2 my view was that it was a thoughtful exercise to, on a contingent basis, have electors

3 ready to go in case of that result.

4 So my view was, as long as you didn't have a certificate of ascertainment, then the

5 electors were, for lack of a better way of saying it, no good or not -- not valid. But in

6 case we won, we should have had them ready to go to send in. That's why I'm saying I

7 viewed it as in late November or very early December as a contingency exercise.

8 Q I see. Okay. And you are focused on the fact of there being a certificate

9 of ascertainment or the absence of one.

10 Was that the -- was that an inflexion point for you for when that evaluation about

11 the contingent nature of these electors might change?

12 A Yes.

13 Q Okay. Why is that?

14 A If, as I understand your question, so if -- so the historical example that has

15 been used publicly is the Hawaii example from 1960. If you have a case or controversy

16 that potentially changes the certificate of ascertainment at a later date, you would want

17 to have electors ready. And that was somewhat of an issue, as I understand it,

18 historically.

19 And I've not thought about this in over a year. But in 1960 there was a question

20 of, you had a certificate of ascertainment, did the electors that actually came forward,

21 where they appeared with that certificate of ascertainment.

22 My view in late November, early December was that make sure you have the

23 electors buttoned up and ready to go in case the certificate of ascertainments change

24 after the Safe Harbor date or after the electoral college date.

25 Q Okay. So from your perspective in late November, early December, just tell
 71

1 me how that -- what were the discussions within -- either with the -- inside the campaign

2 or with others outside the campaign about the practical steps that would be taken to

3 preserve that contingency? Were there any at the time?

4 A My understanding in early December was that the political team, Nick

5 Trainer and Josh Findlay and maybe others -- those are just the names that come to

6 mind -- were going to reach out to the various electors to still encourage them on a

7 contingency basis to at least cast. And my initial understanding, though, was not

8 necessarily submit but cast those votes on the 14th as a contingency for, if litigation, we

9 prevailed in any of the States and the certificate of ascertainment changed. That was

10 my understanding in early December.

11 Q Okay. And from that point or when you were earlier looking at it in

12 November, early December, did you discuss this with Mr. Chesebro directly?

13 A So I don't recall ever meeting Mr. Chesebro in person. I don't recall ever

14 being on the phone with him. Most of my communications with him would have been

15 via email, at least as my best of my recollection. My primary points of contact as we

16 were discussing it were Justin Clark and Josh Findlay on the campaign.

17 Q Okay. And I am familiar with Mr. Clark. But what was Mr. Findlay's role?

18 A Mr. Findlay served as an associate counsel to me. But I had, as I tried to

19 explain earlier, when I joined the campaign, I had kind of poached him from the political

20 team. He was a lawyer, a licensed lawyer with a law degree, who is performing a

21 political role when I started on the campaign. And I kind of pulled him over to my

22 vertical inside of the campaign.

23 Q Okay. Did you speak with anyone else inside the campaign in the late

24 November, early December time period about this concept?

25 A I think that really was the totality of the people I discussed it with on that
 72

1 concept.

2 Q Okay. And what about later in December as it moved into the actual steps

3 being taken to convene Trump-Pence electors? Who did you speak to about that?

4 A So there was a shift in the analysis in December. And from that shift, there

5 was a reference either in an email or a memo or some written communication that I

6 received that implied or said that the campaign's desire was to not just cast the ballots

7 but to proceed with submitting them.

8 And at that point I had Josh Findlay email Mr. Chesebro politely to say this is your

9 task. You are responsible for the electoral college issues moving forward.

10 Q Okay. So just let me understand the pieces of what you just told us.

11 So the shift in analysis in December, who made the shift? Or where did you

12 perceive it? I know that you said you saw something in writing. But where was it

13 coming from?

14 A I perceived that Mr. Chesebro had further discussed in some form of writing

15 this idea of alternate electors compared with my initial conception of contingent electors.

16 And upon seeing that, there was a reference to, as I recall it -- I don't have --

17 Ms. Christian. We don't have this.

18 Mr. Morgan. I don't have. This is to the best of my recollection. I don't have

19 this document that I'm seeming to recall.

20 I recall it having a reference to the Vice President in it. And my sense of the

21 matter was that this was not an exercise that, given my former relationship with the

22 Office of the Vice President and the Vice President, that I necessarily wanted to continue

23 with.

24 BY-:

25 Q Okay. There was a second memo written by Mr. Chesebro that's dated
 73

1 December 8th, I think, early December. It was also, I think, recently published in the

2 media. Is that what you are recalling seeing in writing, or was there something else that

3 was an internal campaign document?

4 A I recall that there was something else.

5 Q Okay. Was it more -- I know you don't have it. So sorry to be giving you a

6 little bit of a memory test. But was it in an email or a memo, if you can remember?

7 A I don't recall that. I just remember it being in writing.

8 Q Okay. And so you saw something --

9 A Because I had never permanently met Mr. Chesebro or communicated on

10 the phone with him in any meaningful way, that's why in my mind it just has to have been

11 in writing.

12 Q Okay. And when you saw this reference to the votes, your concept, it had

13 changed from contingent to alternate, meaning all -- they would meet cast votes and they

14 would all be submitted at alternate slates to be considered. Is that fair?

15 A It's fair, other than what I would say is I think there's some hindsight bias on

16 my part, because this has been more fully informed by press reports and other things that

17 I've read since.

18 At the time it was more of the exact function of my view was the electors on a

19 contingency basis were going to cast and hold, but it shifted to cast and send. I can't tell

20 you at the time that I understood or even believed that it would be some form of

21 competing slate of elector. I just knew that there was the added piece of we're going to

22 send.

23 And that was the piece where I knew where they would end up, the Office of the

24 Vice President. And my view was, okay, that's different. And you can take -- you can

25 take the lead on that. You can be responsible for that. You can direct that activity.
 74

1 Q Okay. And is that, you know, saying you can take this, Mr. Chesebro, this is

2 your task to handle, was that mere delegation or was it because of your lack -- a lack of

3 comfort with what they were proposing?

4 A My view was that it was in late November, early December, I had agreed to

5 assist. And this was my way of taking that responsibility to zero.

6 Q Okay. Did you have a concern about the -- if this were, you know, carried

7 out -- and, as you noted with hindsight, we know that it was, right, that they did meet and

8 submit slates to the appropriate, you know, Federal authorities including the Office of the

9 Vice President or the Vice President as President of the Senate -- did you have a concern

10 about that at the time that you learned about it?

11 A My concern at the time. As best as I can recall it, was just that it would

12 make the Vice President's life harder. And I didn't want to be a part of that.

13 Q Okay. Did it comport with your assessment that you had done and

14 memorialized in the memo that we looked at a couple of minutes ago about the electoral

15 college and, you know, the laws that are in place both on a Federal level and the State

16 level that set forth the process? Was this inconsistent with that?

17 A My view, for an electoral count vote to count, you need a certificate of

18 ascertainment and then the vote of the elector itself, that the vote of an elector without a

19 certificate of ascertainment would not be validly submitted.

20 Q Okay. And at the time that you saw this writing and realized that the shift

21 had occurred, were you aware of the status in each of those contested States as to

22 whether there was a certificate of ascertainment for the Trump electors?

23 A I believe we had passed the Safe Harbor date at that point. So the Safe

24 Harbor date is for all those certificate of ascertainments to be in place. So I can't say I

25 know it exactly. But logically that makes sense, because I'm certain it was on or after
 75

1 December 8th, which was I believe the Safe Harbor date.

2 Q Right. Okay. So at that point you would have understood that the

3 certificates of ascertainment were all in place, as comporting with the outcome of the

4 election results, as certified in the states and thus for these contested States the

5 certificates of ascertainment would have ascertained Biden-Harris electors. Is that

6 right?

7 A Correct. And just to clarify, my initial view then was then if litigation after

8 that Safe Harbor date or after the electoral college date had changed the certificate of

9 ascertainment, similar to the 1960 example of Hawaii, then my view was you would have

10 wanted the electors to have cast so that those ballots would be eligible to be pared with

11 the certificate of ascertainment. But at some point after the Safe Harbor date it's my

12 recollection that Mr. Chesebro suggested that we submit them anyways.

13 My view of that then was that will be challenging for the Vice President, regardless

14 of my understanding of the law, just politically challenging for the Vice President. And

15 so my view was that he needed to execute those tasks on his own.

16 Q Okay. And other than asking Mr. Findlay to send an email to Mr. Chesebro

17 to that effect, did you speak with anyone else first inside the campaign about this?

18 A I think the only other person I discussed it with was Justin Clark only to say

19 that I wanted to get myself and Josh Findlay removed from the task or responsibility of

20 any additional concerns of the electoral college votes.

21 Q Okay. And what was his response?

22 A It must have been somewhat in the affirmative, because I would not have

23 instructed Mr. Findlay to send the email if I didn't at least have tacit acquiescence on the

24 part of Justin Clark.

25 Q Okay. Did you tell him any of the reasoning for why you wanted to do this?
 76

1 A I don't recall.

2 Q Okay. Did you speak with anyone else on the Giuliani legal team, that side,

3 about the concept of alternate electors?

4 A No.

5 Q What about anyone else outside the campaign other than the emails that

6 you've described or writings with Mr. Chesebro?

7 A No.

8 Q Okay.

9 A Other than -- other than at some point in mid December, I think I flagged this

10 for Greg Jacob.

11 Q And that's a conversation you mentioned to us before. Right?

12 A Yes.

13 Q Was it -- was it after the -- your realization of the impact of the shift, as you

14 described it, from contingent to alternate, is that -- you had that already, that realization

15 before speaking to Mr. Jacob?

16 A Yes.

17 Ms Okay. I think we can talk about the Jacob conversation a little bit

18 later.

19 But does anyone here have questions about Chesebro or alternate electors?

22 Q Mr. Morgan, when was the first time you heard of this idea of alternate

23 electors as we've been discussing it?

24 A Late November, early December.

25 Q You mentioned the switch from having the contingent electors held to
 77

1 having the alternate electors submitted would make the Vice President's life harder.

2 Why? How would it make it harder?

3 A Because in my research that elector votes and certificates of ascertainments

4 are sent -- I don't even totally recall it -- they're sent to a bunch of different places.

5 They're sent to the Vice President, to the National Archives, to all these different places.

6 And so my view is, as former counsel to the Vice President, when random or

7 unexpected things show up in the office, it's -- it's a headache. It's just something you

8 have to deal with. And so having that previous experience, if unexpected things show

9 up, it's just going to cause, like, a question of what do we do, what do we do with these,

10 and all the rest.

11 Q And you mentioned that this was a concern separate from your legal

12 perspective on this. What was your legal perspective on this at the time?

13 A My legal perspective, the best I can recall it, was probably more simplistic in

14 that if the electors weren't pared with the Safe Harbor date, a validly existing certificate

15 of ascertainment, so assuming at that moment all litigation fails, that the electors aren't

16 paired with the certificate of ascertainment, they're not the votes to be counted. That's

17 just a matter of law.

18 Q So there's nothing legally operative about those votes? Is that what you're

19 saying?

20 A That was my view, yes, or I guess that still is my view.

21 Q And then, as far as the difficulty for the Vice President, you seem like you,

22 being a person who had a relationship with the Vice President and Mr. Jacob, would be a

23 natural person to take a hard issue to the Vice President and walk him or his office

24 through it.

25 Is part of the reason that you didn't want to do that because these electoral votes
 78

1 in your mind were not legally operative?

2 A My apologies. Could you repeat that?

3 Q Yeah, sure. You, having worked for Vice President Pence and know Greg

4 Jacob, seem like a natural person to take a hard issue or maybe a headache type issue to

5 that office and help walk them through it and understand it. But is part of the reason

6 that you didn't want to do that here because you thought that these votes didn't have

7 any legally operative effect?

8 A Right. So my view in late November or early December was that they

9 would not have legal effect unless we won some of the lawsuits.

10 And I didn't -- I don't know what I thought at the time about what I did or didn't

11 want to do at the Office of the Vice President. But if I didn't think in that moment that

12 they were going to be sent, that they were valid, that wasn't something I would have

13 wanted to take to the Office of the Vice President.

14 Q And last question on this. Did you ever talk to anybody in the White House

15 Counsel's office about this alternate elector idea?

16 A Not to my recollection, no.

17 Q Thank you.

18 BY

19 Q When you -- when you saw in the mid December time period, you saw in

20 writing the concept that these votes would not only be cast but also sent, including to the

21 Vice President, was there any mention of the joint session on January 6th?

22 A I don't recall that.

23 Q Did you at any point before January 6th come to learn that there were

24 arguments being made that these alternate slates of electors would -- there would be

25 some ability for the Vice President to select them in some way, making them the
 79

1 operative electoral votes for certain States?

2 A So my recollection is that, after the electoral college vote date on December

3 14th, that I didn't give much thought to the electoral college, because I had extricated

4 myself from the electoral votes being cast. I didn't give much thought of it again until

5 late December, around December 30, December 31st, heading into January.

6 Q And is that because you, again, spoke with Greg Jacob at that time?

7 A Yes.

8 Q Okay. All right. Great. We'll talk about that in just a moment.

9 So were you aware on the 14th or just thereabouts of efforts, the efforts actually

10 being carried to fruition by the campaign in convening the slates in certain States?

11 A Yes. My view was not just my view but it was done pretty publicly.

12 mean, it was reported on that the electors in the various States got together and cast

13 their votes, and I remember a lot of press curiosity about this.

14 But as I stated before, we had or we, meaning myself and Josh Findlay, had

15 sufficiently handed off any task or responsibility to Ken Chesebro and had kind of put it in

16 the back of our minds and we moved on.

17 Q Okay. Okay. A couple of other outside lawyers that I wanted to address

18 with you briefly before we talk about those conversations with OVP. You've mentioned

19 earlier Jenna Ellis. Were you -- are you aware of Jenna Ellis being employed by the

20 campaign?

21 A My understanding, when I joined the campaign, that Jenna Ellis had some

22 sort of arrangement with the campaign. I can't speak to whether that was a W-2 or

23 independent contractor role, but Jenna had preexisted me on the campaign.

24 Q In what capacity was she, you know, retained or employed by the campaign?

25 A My primary understanding of her scope of service that she provided to the

 80

1 campaign was one of a communicator, of communication services, of being a surrogate,

2 someone who would go on television and advance talking points of the campaign or of

3 the President.

4 Q Did she have an engagement letter or a retention agreement with the

5 campaign to provide any legal services?

6 A I don't know what was in her engagement because she predated me.

7 When I was general counsel, I did not rely on Jenna Ellis for legal advice or legal services.

8 But I don't exactly know what was in her engagement arrangement with the campaign.

9 Q Okay. Are you aware of her providing legal services or legal advice to the

10 campaign?

11 A She presented that she did, that she provided legal advice at least to the

12 President and so -- but that was her presentation. I never saw written evidence of that

13 but I -- it could exist. I just don't know.

14 Q Did you credit her presentation? Did you believe that she was providing

15 legal advice to the President?

16 A I know she was providing advice to the President. She would have

17 independent conversations with the President. And I don't know how the two of them

18 viewed that relationship, whether it was principle of communicator or principle of

19 attorney.

20 Q Okay. What about Boris Epshteyn? Did he -- was he similarly situated,

21 preexisting, you know, retention or employment by the campaign?

22 A I seem to recall that Boris had also worked for the campaign in 2016, the first

23 election. So Boris had been a person involved in Donald J. Trump for President, Inc.,

24 right, for quite a few years.

25 So I don't know when his formal engagement arrangement was with the
 81

1 campaign. But, unlike Jenna Ellis, I don't recall Boris necessarily representing himself at

2 least ever to me as an attorney for the campaign.

3 Q Okay. And are you aware of him providing any legal advice to the

4 campaign or to the President?

5 A Not him directly. I know, though, he was providing services to Rudy

6 Giuliani. So I don't know their structure of that, if they viewed him as either legal

7 personnel or non legal personnel, reporting through an attorney and then, therefore, the

8 rules of professional responsibility apply to those interactions. I say all that as

9 speculative. I don't know their arrangement.

10 Q Okay. But as far as you were concerned, when you were general counsel of

11 the campaign, you were not aware of any legal advice provided to you or the campaign by

12 Boris Epshteyn.

13 A Correct. No legal advice by Boris Epshteyn while I was general counsel.

14 Q Okay. What about Sidney Powell? Are you familiar with her relationship

15 with the campaign?

16 A My understanding, Sidney Powell did not represent the campaign in any

17 capacity that I was aware of during my time as being in charge of preelection litigation or

18 as general counsel.

19 Postelection, I think she was included in that December 14th tweet. But I also

20 recall pretty soon thereafter the campaign issuing a press release decidedly saying that

21 she was not counsel to the campaign.

22 So to the best of my recollection she was potentially a lawyer for the campaign

23 sometime between the President's tweet on December 14th and whenever --

24 Ms. Christian. November 14th.

25 Mr. Morgan. What?

 82

1 Ms. Christian. November 14th.

2 Mr. Morgan. November 14th.

3 Ms. Christian. Yeah.

4 Mr. Morgan. I'm sorry. Specificity of dates. Between November 14th and

5 whenever a press release went out that says she was not counsel to the campaign, that

6 would be the only period of time that I recall her even being presented as counsel to the

7 campaign.

8 BY

9 Q Okay. I think that other press release would have been November 20th,

10 shortly after the press conference at the RNC, so one week, if that.

11 A To my recollection.

12 Q Okay. And so I assume that means no -- no engagement letter, no

13 memorialization of any legal services, relationship with Sidney Powell.

A That is correct, no memorialization or written engagement letter with Sidney

15 Powell.

16 Q Okay. What about an individual named Phi II Kline? Are you familiar with

17 him?

18 A I am vaguely familiar with Phil I Kline.

19 Q Okay. Was he -- how did you come to be familiar with him and was

20 it -- was he providing any, you know, legal services to the campaign?

21 A Soon after election day, as we were trying to get our arms around some of

22 the irregularities in Detroit, Michigan, Phi II Kline represented -- I don't exactly know who

23 he represented. But he said he was representing some of the election board or election

24 canvassing members, because there was a question of whether the authorities in Detroit

25 were going to certify the vote of Detroit.

 83

1 And there was this -- above the -- I don't recall very well but where the board

2 members, the Republican board members of the canvassing board said they were not

3 going to certify it. And then they did certify it. And then they tried not to certify again.

4 And for that brief moment of time, I mean 48 to 72 hours, I remember Phil I Kline

5 interacting with the campaign to -- but that would not be on behalf of the

6 campaign -- interacting with the campaign about this matter. And as quickly as that

7 started, it ended. And I don't recall talking to him again ever.

8 Q Okay. So Phil I Kline, fair to say, not a lawyer for the campaign but an

9 outside lawyer for another organization that had at some time overlapping subject matter

10 with the campaign.

11 A Fair to say up until the point of November 14th or November 20th, in that, if

12 this, any of these individuals arrived back under the auspices of Rudy Giuliani, I may not

13 have had insight or a visual into that.

14 Q Okay. Understood.

15 - Anything else?

16

17 Q Briefly on that, did you talk to Mr. Kline about any interactions he had with

18 the board of canvassers in Michigan around certification?

19 A I only remember him being involved in that issue. I don't remember the

20 particulars of that issue.

21 Q Do you remember if he was involved in anyway with outreach from

22 President Trump to people on the canvassing board in Wayne County or otherwise?

23 A I don't know.

24 Q Okay. Thank you.

25 BY
 84

1 Q Okay. Okay. So let's switch gears here.

2 Mr. Morgan, you've told us about a couple of interactions you had with your

3 successor as counsel to the Vice President. And we know from our investigation about a

4 couple of others.

5 So I'd just like to talk with you about all of your engagements with either the Vice

6 President himself or Greg Jacob at OVP during this postelection time period.

7 Is that okay?

8 A Yes.

9 Q Okay. So --

10 Ms. Christian. Can I ask you real quick, since we still can't see who's on? It did

11 say six at one point, and now it's seven. Is it still the same people?

12 ~ Well, as you s a w , _ just had to leave.

13 Ms. Christian. Yeah.

14 - So it's just ■ and myself here in the room. We still have ■ on.
15 And then also our colleague, Senior Investigative Counsel

16 Ms. Christian. Okay.

17 ~ -- joined us at some point in the last kind of session.

18 Ms. Christian. Okay.

19 - The other folks on the participants list are our official reporters who

20 are --

21 Ms. Christian. That's fine. I'm just curious. I just noticed the number. Okay.

22 All right. Thank you.

23 - Yeah, no members, if that's helpful.

24 BY-:

25 Q Okay. So I think earlier when we were talking about something else,

 85

1 Mr. Morgan, you remembered that you had, you know, probably a couple of direct

2 communications with the Vice President himself and several others with staff. Is that

3 fair?

4 A That's fair, yes.

 86

2 BY-:

3 Q Okay. From my perspective, I'd like to break them up into three groups, if

4 that's okay. We can talk about this kind of subject matter and time wise.

5 I think you mentioned this, but also from our investigation we're aware that you

6 talked with Greg Jacob in the kind of the immediate postelection time period.

7 And then, as you've just described to us, there were other engagements in the

8 middle of December through the end of December. That would be the second group, I

9 would say. And I think that that would be, my understanding is, you already told us a

10 little bit about your conversations with him about the alternate electors, you know, idea,

11 plus my understanding would be an assessment of the status of litigation and allegations

12 of election fraud.

13 And then the final time period is I would say the first week of January.

14 Does that seem right for you as far as we break it out that way?

15 A As a general proposition, that seems fine.

16 Q Okay. Okay. Great. Are there -- were there others before that, that are

17 relevant to these issues? Like, you know, we're, you know, focused obviously on what

18 occurred on the day of January 6th, as well as the kind of factors that led to it, which I

19 think these alternate slates of electors is certainly one of them.

20 Had any of these concepts about January 6th, alternate slates or the potential

21 outcome of litigation about the outcome of the election, arisen in communications

22 between you and OVP before the election?

23 A I'm sure we discussed -- I'm sure we discussed the election before the

24 election. Could you be more specific in your question? I mean, what are you --

25 Q Yeah.
 87

1 A I mean, we would have had general conversations about the election for

2 sure.

3 Q Right. Absolutely. That makes sense.

4 But what about like alternate slates of electors, January 6th, the role of the Vice

5 President in certifying the outcome of the election? Did any of that come up before

6 November 3rd?

7 A Yes.

8 Q And what do you remember about that? How did it arise?

9 A What I remember about it is that, as I was researching to prepare myself for

10 election day, I came across multiple law reviews about the 2000 election, the seminal

11 election in which lawyers and litigation became a key component of electoral success.

12 And so I wanted to make sure that we were prepared.

13 As part of that research, I obviously read about arguments about the Safe Harbor

14 date and the voting date and arguments made by Ted Olson for George W. Bush or David

15 Boies for Al Gore. And I was trying to immerse myself in this.

16 So I recall at some point in October communicating to Greg Jacob -- and I don't

17 want to give the impression that it was some sort of in-depth conversation -- but

18 communicating to him to say, as someone who is his predecessor in the role, make sure

19 you're starting to think about all this stuff now. If the election's a regular order election,

20 no big deal, no harm, no foul.

21 But you're going to want to make sure you've thought about these issues when

22 the time comes, because one of the ways in which the Vice President receives

23 information, he's -- he often says, From many counselors, comes wisdom, a reference to

24 Proverbs. And in the 10 years I've been with him, he said it a million times.

25 And so I wanted to make sure that Greg knew, hey, you should be looking into
 88

1 this, because it's going to be part of his government function no matter what. I didn't

2 say it completely as a political function or a campaign function. But I flagged for him in

3 October, hey, just make sure when this all comes, just in case this is as gnarly as 2000,

4 that the Office of Vice President is ready for that.

5 Q Okay. Thank you. So other than your own kind of diligent preparation for

6 what might follow election day, were there any specific concerns or issues that you were

7 aware of in the October timeframe that prompted your reach out to Greg Jacob?

8 A I think our concern or my -- our -- my concern was simply: What if the

9 President wins a State and there's some dispute about late-arriving ballots? This is an

10 actual thing that actually happened to us.

11 But what if the State allows late-arriving ballots and those late-arriving ballots are

12 the tipping point? And you get a certificate of ascertainment, for example, from a

13 Governor that includes late-arriving ballots and maybe there's a dispute about whether it

14 should have included late-arriving ballots.

15 This is all hypothetical. I say this hypothetically. But we were trying to think

16 through scenarios of, if this, then that. What happens, if these things occur, what would

17 be a litigation strategy around that? What would be our arguments around that?

18 Q Okay. And was the issue of the potential contingent or alternate slates of

19 electors something that you were thinking about before the election?

20 A No.

21 Q Okay. Okay. So after the election, you spoke with Greg Jacob, I

22 understand it, about, you know, the status of counting ballots and the outcome of the

23 election. Is that right?

24 A That seems right. I remember talking to him, but I don't really remember

25 the conversations. I was having so many conversations in rapid succession, it's hard to
 89

1 keep them all straight. But I assuredly would have had a conversation with Greg Jacob,

2 potentially then Marc Short, potentially even the Vice President himself.

3 Q Okay. Do you remember -- so, immediate aftermath of the election, before

4 the race had been kind of called in the media, that week, do you have any specific

5 recollections about when and how many communications you had with OVP?

6 A I don't have a recollection of how many conversations I had with the Office

7 of the Vice President.

8 Q Okay. Do you recall generally what you shared with them about your

9 thoughts and expectations about the outcome of the election including, you know,

10 specific States?

11 A I think generally I remember -- I vaguely remember explaining how the

12 process worked, recounts, then election contest, then litigation, that every State has an

13 order to how you have to bring the challenges. And they're not all the same. Georgia,

14 for example, is different than North Carolina or Arizona.

15 And I remember a lot of education of a lot of people through that process. But I

16 vaguely recall having that discussion with the Office of the Vice President.

17 - Okay. And I just want to note, even though he's no longer with us

18 in the room, - r e j o i n e d on our zoom. So he's on the participant list now.

19 Thanks,_

20 BY-

21 Q Okay. Were there specific States, Mr. Morgan, where you expected in that,

22 you know, first few days after the election that you expected the campaign would

23 ultimately come out, you know, on the basis of winning those States would ultimately

24 come out on top?

25 A Yes. So to answer your question, even the day after election day, there
 90

1 was still a belief that the campaign could come out on top for sure.

2 Q And were there -- what were the States that you thought would, as the

3 ballots were -- the counting of ballots was completed, would combine to give an electoral,

4 you know, victory to the Trump-Pence ticket?

5 A I recall at least the day or two after election day that Georgia was still in the

6 Trump campaign's column. Like Georgia did not shift into President Biden's column until

7 at least a day after election day. And so I would include Georgia in that.

8 Our data team was telling us that Arizona was going to still come back to us.

9 Arizona had a, as the best I can recall it, a slow way of counting.

10 There were various tranches of votes that would come out every day. Our data

11 team would give us an analysis of, if we win this percentage of today's tranche, then

12 we're going to get closer. We're still on a path to getting that back. Now in the end

13 that proved to be incorrect. But in the days that followed the election, they spoke with

14 enough confidence that we believed that Arizona was going to be super tight and that we

15 needed to be prepared for litigation in Arizona.

16 That left Wisconsin and Pennsylvania at least in my mind. Again, at this point

17 Pennsylvania was still close. Pennsylvania was counting slow. Our data and

18 intelligence, independent of the legal team, told us that it was going to be a lot closer

19 than it ultimately ended up being by the final count. So we still believed Pennsylvania

20 was potentially in our column.

21 And that litigation over late-arriving ballots, a matter that actually went to the

22 United States Supreme Court or at least on a petition for certiorari to the United States

23 Supreme Court, was still an issue.

24 And I recall -- we had discussed earlier Judge Troupis in Wisconsin. He took a

25 matter to litigation for the Trump campaign that dealt with the way absentee ballots
 91

1 were distributed in the State of Wisconsin. And I recall soon after election day, I believe

2 the next day, that we had become aware of State election officials not following their

3 procedures in the State of Wisconsin with respect to the handing out of absentee or

4 mail-in ballots.

5 So from our view there were a lot of unknown unknowns in those four States, but

6 we believed all were still in play the day after election day.

7 Now as you progress through time and as counting continued, that changed the

8 picture. But initial litigation decisions and initial activity decisions on behalf of the

9 lawyers are based on the information I just described to you.

10 Q Okay. Thank you.

11 And at some point in the -- as you said, as counting continued and as the results

12 became, you know, finalized, earlier at the beginning of our time today, you recalled our,

13 I think, a t - suggestion that there was an assessment of, you know, that the outcome

14 had been determined to be a victory by the Biden-Harris ticket and that there was a low

15 likelihood of success for litigation challenges to that outcome.

16 Do you recall -- when in your mind did you come to that understanding?

17 A It's hard to say exactly when I came to that understanding. But I would use

18 Arizona as the example, as far as I'm not a political data person. I was not in the role of

19 the political team or the campaign manager on the campaign. With that being said, with

20 those caveats being offered, I understood Arizona to be a key State to the President's -- to

21 President Trump's success, a State that the campaign really needed to win.

22 And as I described a little bit earlier, as those tranches of votes were coming back

23 and we were not hitting the percentages that the data team told us we were going to be

24 hitting, every time one of those tranches came, I became to believe that Arizona was

25 slipping away, that there wasn't a lot more the litigation or legal team could do for
 92

1 Arizona.

2 And so somewhere therein I came to that agreement of that percentage that was

3 offered earlier that at some point therein the odds of us winning Arizona and, therefore,

4 the election was probably only around about 5 percent.

5 Q Okay. And did you communicate that -- or let me rephrase.

6 So I think earlier we were discussing in the context of Mayor Giuliani taking over

7 the leadership of the litigation that there were -- there was at least one meeting at the

8 White House that you described occurring with President Trump, with Mayor Giuliani,

9 and others, including Eric Herschmann, at times. Was this assessment a topic of

10 discussion in that meeting?

11 A I don't -- I don't think so.

12 Q Okay. Were there other --

13 A What I'll offer is that if you actually -- I think I have this right. If you look at

14 the timeline, pretty soon to Arizona, we had a lawsuit in Arizona about an

15 overcount-undercount issue, which is just to say were the machines not counting certain

16 votes for the President. We had brought litigation on this matter early.

17 We had to withdraw that litigation on or around November 14th. I don't know if

18 it was the 13th or the 12th or the 11th but on or around that time. And what I'd say is,

19 once we withdrew that litigation because we were unable to proceed, then November

20 14th, the tweet, Rudy Giuliani is in charge.

21 Q Okay. And you said because unable -- you were unable to proceed. Why

22 was that?

23 A If I recall it correctly, when we had originally made an assessment of the

24 overcount-undercount issue, which is to say did the machines undercount the in-person

25 vote and, if they did, potentially by how much, I think our initial assessment was
 93

1 somewhere around the area of 10,000 votes. I think that was our initial understanding.

2 Right?

3 With any litigation, facts and circumstances, as you dig deeper, it can change.

4 But our initial sense was that there may have been an undercount of 10,000 votes or

5 something along those lines. So we filed a litigation or filed the lawsuit in response to

6 this.

7 As we began through the discovery processes available to us in Arizona, we came

8 to understand that it was still a large number of potential overcounts and undercounts.

9 But somehow our lawyers in Arizona came to the conclusion that the

10 overcount-undercount as it related to the race for the President of the United States was

11 only in the hundreds, not actually in the thousands.

12 And so once we truly understood that it was in the hundreds, then under elections

13 recount contest law, the case is moot. We -- we had to authorize our attorneys to

14 withdraw from the case or withdraw the case itself, not the lawyers withdrawing from the

15 case but withdrawing the case itself, viewed as mootness.

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2 [5:12 p.m.]

3 BY-:

4 Q Understood. Okay.

5 And did you ever have any communications with Kelli Ward, the chair of the

6 Republican Party in Arizona, about withdrawing the suit?

7 A I -- I did not have any communications with Kelli Ward about withdrawing

8 the suit.

9 Q Are you aware of her opinion about whether the suit should have been

10 withdrawn?

11 A I think I had heard from public news reports, not from any individual person,

12 that she was pretty upset about it.

13 Q Okay. And so you testified earlier that that occurred in Arizona. And

14 shortly after, there was the tweet from the President and the appointment of Mayor

15 Giuliani to lead litigation. Is it fair to say that you see all of those things as connected?

16 A Yes.

17 Q Okay. Were there other similar instances in other States where the idea of

18 litigation challenges was, you know, kind of no longer viable based on the results or the

19 facts of as they came to be known about the election?

20 A Well, there's a little bit different example from Pennsylvania, which is to say

21 that we had Porter Wright -- I think we've discussed this earlier, we had Porter Wright file

22 a lawsuit approximately 7 days after election day for alleged equal protection violations

23 by election administrators in the State of Pennsylvania. The -- Porter Wright withdrew

24 from the matter and we found successor counsel. I thought successor counsel did an

25 excellent job of repairing the lawsuit for initial hearing. I believed in that lawsuit as it
 95

1 was amended by a successor counsel, even though that lawsuit later became known in

2 the not the outcome determinative.

3 What I am trying to draw the distinction for you here is that we still believed in the

4 campaign, that if as alleged, election officials violated someone's constitutional rights,

5 that we could still proceed with those lawsuits regardless of whether the case was

6 outcome determinative of the election because it would pose the risk of being capable of

7 repetition, yet evading review, and then that would not be good for the Republican Party

8 on a moving forward basis.

9 So what I am trying to distinguish is that we still felt we could proceed with that

10 lawsuit, even if we were not convinced it would be outcome determinative, because we

11 still believed it was in the best interest of the party, and we had the Republican National

12 Committee as partners on that lawsuit.

13 That lawsuit, though, however, was -- the successor counsel to Porter Wright was

14 then removed, and Rudy Giuliani took over the case. And so when that happened, to

15 me, to answer your question, that was then another State that was off the board from my

16 litigation efforts as general counsel.

17 Q Okay. So do I understand you to be saying, even though you thought that

18 there was a viable lawsuit to be pursued in Pennsylvania, even the one that you were

19 prepared to pursue with successor counsel, it was not outcome determinative, and

20 notwithstanding the fact that Mr. Giuliani then appeared and made his own arguments in

21 the case, none of that had the ability to change the outcome of the election in

22 Pennsylvania, in your opinion. Is that right?

23 A Correct. So, yes, the answer to your question, some point therein, it -- we

24 were -- it became clear once Mr. Giuliani took over the case, though, that we were not

25 going to have sufficient discovery to determine whether it could even be outcome

 96

1 determinative once he lost on a motion to dismiss in that case.

2 Q Okay. I just wanted to go back to when you were talking about the Arizona

3 example, you laid out the story of understanding, you know, the total number of

4 over/undercount ballots, and then, you know, your conclusion that the suit must be

5 withdrawn followed by the President's tweet, followed by Rudy taking over as litigation

6 spearheader.

7 Is there anything else that you can tell us about your conversations or your

8 understanding about the connection between those things? I assume that the reason

9 why you were hesitant to say more might be that there are privileged communications in

10 there, but are there others that are not that you can help us to understand how those

11 things are connected to how they lead one to the other?

12 A Yes. And I'm sorry to tie in the Pennsylvania piece. As these lawsuits are

13 falling off, meaning off of the litigation trackers, right? So the Pennsylvania lawsuit's

14 dismissed. We must withdraw in Arizona because it was the -- at least the lawsuit we

15 brought was moot. And then if you look at some other State's similar pattern, as our

16 cases were dropping off the -- maybe to answer your question then, that was -- Rudy

17 Giuliani became more ascendant because he was advocating that he would be better at

18 the litigation strategy than we were.

19 Q Okay. And was he -- was that -- was a part of that Mr. Giuliani advocating

20 out, you know, bringing lawsuits or pursuing a litigation strategy that related more to

21 allegations of election fraud?

22 A I mean, Mr. Giuliani in his -- in public statements has said he believed there

23 was fraud in the election.

24 Q Right. I just want to make sure I understand that if -- when he was

25 advocating to take over the litigation, was it specifically to bring lawsuits and litigation
 97

1 along the lines of his public statements regarding his belief about fraud?

2 A And to the extent I can do that type of analysis, I think Mr. Giulian i's analysis

3 to the President was that he would just be better than us, do more than us, fight harder

4 than us.

5 Q Understood. Okay.

6 The Arizona and Pennsylvania explanations were very helpful. Thank you. So

7 I'll try your patience and see if you have a similar recollection about Georgia.

8 Was there a point where you saw that the -- concluded that there was not a viable

9 litigation path to a Trump victory in Georgia?

10 A Georgia is a unique case insofar as that when I got my minimal amount of

11 sleep between election day, right, the morning of November 4th before I came back into

12 the office, I still believed Georgia was going to remain in our column. Our data team

13 was telling us that. So, admittedly, we were somewhat slow to react on the legal side,

14 because one of the deficiencies of COVID is that people are casting ballots in different

15 ways than they had cast them before. You know, it's very hard to get counts on what

16 was still outstanding. Every day we thought we knew the outstanding count of ballots in

17 Georgia, and then the next day, more votes would be counted and yet the outstanding

18 ballot number would remain the same.

19 And so my point in saying that is to say that we were somewhat slow as a legal

20 team to react to that because the data team was telling us we were going to win Georgia,

21 and then that seemingly shifted underneath our feet pretty quick. I say that to say this,

22 is that that led to disagreements about who was truly in charge of Georgia recounts and

23 contests once Georgia had slipped into President Biden's column. And there was a lot of

24 internal competition to have responsibility for Georgia.

25 Q Okay. Is that more than the Rudy would like to take control of it? Was
 98

1 there an additional dynamic there?

2 A Yes, there was an additional dynamic. So my initial assumption was that

3 Rudy Giuliani would take over litigation for all of the States. But as far as I could tell,

4 Cleta Mitchell had been tasked with overseeing some of these efforts in Georgia. We

5 had discussed earlier she was on this list in an advisory opinion, and she definitely was in

6 some form of advisory opinion in Georgia per her own take at the direction of Mark

7 Meadows.

8 Q Okay. Understood.

9 ~ Anything else? Okay.

10 BY-:

11 Q So let's get back to the conversations with Greg Jacob and OVP more

12 generally. After having these conversations about the kind of outcome of the election

13 and the aftermath and your assessment of what was likely to come, is the next point in

14 time where you had contact with OVP the conversations about the switch from

15 contingent to alternate electors or is there something else in between?

16 A To the best of my recollection, that is then the next conversation. But it

17 wasn't just the electors. Right around that time, the United States Supreme Court had

18 decided not to take up the case of Texas v. Pennsylvania.

19 Q Uh-huh.

20 A And so what I recall is that this was all part of the discussion. Okay. So

21 this Texas v. Pennsylvania case is not going to be taken up by the Supreme Court. What

22 is next, and then me flagging that, hey, there's this -- people are starting to turn their

23 attention now from litigation to the electoral college.

24 Q Okay. And what was Mr. Jacob's response on turning your attention to the

25 electoral college point?

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1 A All I recall is just him saying something to the effect of, thank you, I

2 appreciate you flagging it for me. I don't recall a robust conversation about it. I really

3 don't recall the exact discussion. I just recall that we talked about the Supreme Court,

4 talked about the electoral college, him saying thank you. And in my mind, that's the end

5 of it. There could have been a lot more, but that's what I remember.

6 Q Okay. Did you have a sense of whether Mr. Jacob was aware of the

7 potential electoral college issue, the alternate electors, when you mentioned it to him?

8 A You know, I don't know.

9 Q Okay. Then I think as you mentioned and as we've learned through our

10 investigation, you engaged again with Greg Jacob at the very end of December and early

11 January, like the 31st. Were there other communications in between the one we just

12 talked about, you know, on or around December 8th or so and the December 31st

13 communication?

14 A I don't think so.

15 Q Okay. So tell us, what did you discuss with Greg Jacob around the end of

16 the year?

17 A I recall Greg Jacob calling me and asking me for -- for information, for

18 background information on whether it be fraud, maladministration, irregularities, abuses

19 in the system. He just wanted -- he wanted background information that I would be

20 able to provide -- that he asked that I would be able to provide him --

21 Q Okay.

22 A -- on those things in the 2020 election.

23 Q Okay, great. And so this was a phone call from Mr. Jacob to yourself?

24 A That's what I recall.

25 Q Were there any other participants in the call?

 100

1 A Not at the end of December. If I recall this correctly and looking -- and with

2 my memory refreshed and recollected by the documents you've sent over, that I believe

3 we talked either on December 29th or 30th. He requested information, background

4 information, in essence, what are their claims, what are people saying, what are the

5 things out there, could you just provide me this background? We want to be able to

6 have a discussion with the Vice President about it. Can you send that over? And I

7 recall sending that over sometime right around the end of the year.

8 Q Okay. Great. And did you -- at the time that Mr. Jacob first reached out

9 to you when you were talking about it, was there any substantive discussion about the

10 allegations of fraud or electoral irregularities?

11 A What I recall about the conversation and, granted, it's been over a year ago,

12 but what I recall is that Greg wanted information on, whether it be fraud,

13 maladministration, irregularities. The way he presented the request was a binary

14 request. We want the stuff that's provable or can be demonstrated to be true. Can

15 you provide us that list of things?

16 And what I recall explaining, to the best of my ability, was that after Rudy Giuliani

17 took over on November 14th, that the campaign legal structure had been somewhat

18 diffuse and somewhat disjointed and not as organized as one may otherwise expect.

19 And so there wasn't kind of this clear bucket of this is the stuff that's been proven and

20 this is the stuff that's still to be proved, or not proven, or disproved. And so what I

21 offered to send him is what I sent him. I said, there are various competing theories

22 about what happened in the 2020 election. Why don't I send these over to you? And

23 then I think I provided an assessment of things that may have been more reliable in those

24 documents I sent over and the things that may have been less reliable. So at least I was

25 trying to give him a barometer of what I thought he could take to the Vice President by
 101

1 way of background.

2 Q Okay. Thank you. That's really helpful.

3 Did you give Mr. Jacob an assessment in reaction to his suggestion of things that

4 were proved or had -- you know, were demonstrably true, whether you were aware of

5 any such -- anything that would fit that category?

6 A What I think -- what I recall that I described to him -- and, again, I don't want

7 to give the wrong impression. I don't think this was a particularly long or in-depth

8 phone call. I mean, it was more than just courtesies. But what I recall is that I think I

9 said that there would be reliable evidence that existed that State and local election

10 officials had committed procedural violations that reduced transparency, particularly

11 when counting mail ballots. And this reduced transparency surely created a lot of angst

12 and that the procedural violations had merit. I surely described to him my frustration

13 with the State of Pennsylvania and what I thought were equal protection violations in the

14 State. But I certainly also said to him that I had not personally received enough

15 evidence on either procedural or substantive grounds to opine that the outcome would

16 have been different. So -- but that others, Rudy Giuliani and Peter Navarro, were saying

17 that, based on all the evidence they had seen, that it would be different.

18 And so what I recall saying to Greg is, you're going to have to weigh out all of this,

19 hear the procedural violations, the equal protection violations that I think mattered. Do

20 I think they would have changed the outcome all read and favorable most likely to the

21 campaign? No. But that Rudy Giuliani and Peter Navarro disagreed with me just as a

22 matter of, like, public outspokeness, and that -- so I sent him all of these documents.

23 Q Okay. And did you provide him with your assessment of the validity of the

24 allegations that Rudy Giuliani and Peter Navarro had been promoting?

25 A I think I just said that I didn't have access to the information or evidence that
 102

1 they said they had.

2 Q Okay. Okay. Was -- did the role of the Vice President, the considerations

3 about the electoral college and January 6th, did that come up on this conversation at all?

4 A Not on -- not during our phone conversation, no.

5 Q Okay. Let's look really quickly through the emails that you sent. The first

6 one is tab 16, p l e a s e -

7 So these are some documents that we received from the archives, Mr. Morgan.

8 We provided them to you in advance.

9 Your name is not reflected on this --

10 Ms. Christian. Hey_, real quick, what's the Bates real quick? Is this 40 --

11 - It ends 728 in the Bates number from the archives. It's a December

12 31st email.

13 Ms. Christian. Okay. I'll find it. Just one second. I don't know why I can't

14 see it up here.

15 Can you scroll down so I can see the bottom really quickly, so I can see the Bates?

16 Ms. Booker. It starts with 79P.

17 Ms.- Look at the very top, top left.

18 Mr. Morgan. Oh, there you go.

19 Ms. Christian. Oh, 73.

20 Ms- I'm sorry. It's not where you would expect it.

21 Ms. Christian. Yeah. Why can't I find this one?

22 Mr. Morgan. I think it's already --

23 Ms. Christian. Go ahead. Go ahead. We're good.

24 Mr. Morgan. Go ahead.

25 Ms. Christian. Go ahead.

 103

1 BY-:

2 Q Okay. So this is an email. If you could look at the bottom half of the first

3 page there. We have received testimony that, as I think you mentioned earlier, Mr.

4 Morgan, that you were particular about observing the boundaries on email in particular

5 between campaign and official functions. And when you provided information to

6 Mr. Jacob, you did so to his personal email account so that he could make a decision

7 about whether it was a campaign matter that should stay on a personal email or an

8 official one that could go on to the official side.

9 On that basis, we've looked at this email and one -- other one like it that

10 originated at his Hotmail account, and have just the question for you about whether this

11 is one of those emails that you sent to Greg Jacob at his Hotmail account?

12 A So I -- I believe it is. Here at the bottom where you see in bold and

13 underline, attorney-client privileged communication and attorney work product, that

14 exact format is the way I write things. I perceive that I wrote those words in an email to

15 him with text underneath. But what I'm looking at is a forward from Greg Jacob, that

16 Hotmail account to his Office of the Vice President account. To me, it looks like he

17 deleted any text I put under there and deleted the forwarding information, and then

18 forwarded the document to his Office of Vice President account. This is all speculation

19 on my part, but that -- when I look at this email you've put on the screen, that's what I

20 think I'm looking at.

21 Q Okay. And if we could look at the next document, tab 17, please.

22 I'll show you the attachment, Mr. Morgan. This document is also from the

23 archives. The Bates number ends 729.

24 Is this a document that you sent to Mr. Jacob following the conversation you just

25 described?
 104

1 A Yes.

2 Q Okay. There's one other email with two other attachments. But before

3 we go on to that one, can you tell us where this document originated?

4 A I believe this is a document that myself and some of my associate counsels

5 aggregated together to discuss election irregularities at some point during the campaign;

6 meaning, this was not a document prepared specifically for Greg Jacob or for the Office of

7 the Vice President. This is a document in which the associate counsels had tried to track

8 the procedural violations in the election, and then we aggregated this together at some

9 point. And since I had this already kind of aggregated from a previous day, this goes to

10 my conversation with Greg Jacob where I said some of the procedural violations probably

11 are accurate and this document would explain some of those. I can't say everything in

12 this document was accurate, but it's to say some of them were and this was to help him

13 understand the procedural violations that we thought were more reliable evidence of

14 irregularities in the election.

15 Q Okay. And "irregularities," is that a word that you chose specifically as

16 opposed to allegations of election fraud?

17 A Yes. My -- my view of the word "fraud," I mean, dating to law school, is

18 that fraud has specific elements in it, and that this document was to be much more

19 focused on the procedural violations. Whether those were intentional or not was not

20 our concern in this document.

21 Q Okay. Are there -- generally speaking, without, you know, making you, you

22 know, look through the entire document and spend time dissecting it again, was it your

23 opinion that any -- were any of these procedural violations outcome determinative?

24 A No.

25 Q Okay. And is that an assessment that you shared with Mr. Jacob?
 105

1 A Yes.

2 Q Okay. Let's look at the one other email that's similar to the one we showed

3 you, it's tab 18.

4 So this is another archives document. It ends in Bates number 39.

5 Like the other one, Mr. Morgan, we just see the part where Greg Jacob forwarded

6 it from his personal account to his official one. But this one, you can read the titles of

7 the two attachments. Based on the attachments in particular, is this another email that

8 you sent to Greg Jacob following his call to you requesting it?

9 A I recall sending Greg Jacob a single email with all three attachments, in a

10 single email.

11 Q I see. Okay.

12 A One communication; meaning, my recollection is that Greg called and asked

13 for this background information and I sent it to him in a single email.

14 Q Got it.

15 A It looks from there that he was forwarding different components of it to

16 different people in this production that you've provided to me.

17 Q Yep. That makes sense.

18 So this email contains just the description or the substance less verified. And I

19 know you mentioned earlier in describing your conversation that you had given Mr. Jacob

20 an assessment of what you thought was, you know, more or less verified documents.

21 So is his statement here consistent with what you told him about these

22 documents?

23 A Yes.

24 Q Okay. The first document that's attached here is called the immaculate

25 deception, our tab 19 and the archives Bates number ending 40. It's subtitle and I think
 106

1 common name is the Navarro Report.

2 This is one of the documents that you judged to be less verified. Is that fair?

3 A Yes.

4 Q Okay. What do you know about how this report came to be?

5 A I don't know much about how this report came to be. My understanding is

6 that Peter Navarro, who was a White House employee at the time, had worked on this

7 report, and that the report had been forwarded into the campaign.

8 Q Did you have any communications with Mr. Navarro about it?

9 A No.

10 Q Okay. Did you review it either when you received it or before sending it to

11 Mr. Jacob?

12 A Yes. I'm certain when it was sent to me I reviewed it and read through it.

13 And I sent it to Greg Jacob just so he would have awareness of it, if he had not already

14 had awareness of the document.

15 Q Okay. And what was your assessment of the credibility or validity of the

16 allegations in the Navarro Report?

17 A My assessment was that I had not personally seen the fraud or abuse on the

18 scale discussed in the Navarro Report that would have affected a different outcome.

19 But let me be clear about that. I hadn't personally seen it. I did not have access to all

20 of his footnotes or evidence that he cites in the report, but I had not seen enough that

21 would have changed the outcome.

22 Q Okay. And just generally speaking, after the point where Mr. Giuliani took

23 over leadership of the litigation efforts, did you continue to see and learn about what was

24 being uncovered or investigated on behalf of the campaign in this kind of election fraud

25 allegation land?
 107

1 A I did not have much visibility into what Rudy Giuliani was doing, particularly

2 in December of 2020. So -- but I would come into contact at times because others

3 would forward me information, just like I was forwarded this Navarro Report.

4 Q Okay. Did you at any point ask for Mr. Giuliani or members of the legal

5 team to provide you with proved allegations or verifiable evidence of fraud?

6 A Not after November 14th, no.

7 Q Okay. Are you aware of them providing proven or verified allegations of

8 fraud to anyone else?

9 A I'm not aware of that, no.

10 Q Okay. So there's one other document that was in the set that I understand

11 you provided to Mr. Jacob. It's our tab 20 and archives Bates number 41, ending 41.

12 What's the origin of this document? Who prepared this one?

13 A My understanding of this document is that it was prepared either by Rudy

14 Giuliani or members of his team.

15 Q Okay. And what was your assessment, first your own opinion about the

16 validity of the allegations or issues listed in that document?

17 A Similar to the Navarro Report, I had not personally seen or been aware of

18 some of the evidence therein and was unsure of its verifiability.

19 Q Okay. And you conveyed that to Mr. Jacob as well?

20 A Yes.

21 Q Okay, great.

22 Let's look at the document behind tab 24, please.

23 So this one switches to a document that you provided to us, Mr. Morgan. It's

24 Bates number ending 103, a legal memo under Office of the Vice President kind of

25 letterhead here.
 108

1 A Yes.

2 Q Do you recognize this document?

3 A Yes.

4 Q How did you receive this one?

5 A I believe Greg Jacob forwarded it to me.

6 Q And was this after you provided the previous three e-documents that we

7 discussed?

8 A Yes, in date order. This is dated January 1st, 2021. And I believe I

9 provided the document that we just discussed to Greg Jacob on or around December

10 30th, 2020.

11 Q Fair point. So next day, it looks like a summary of allegations and issues by

12 State, prepared by legal staff in OVP. Does that comport with your understanding?

13 A Yes.

14 Q Did you have a conversation with Mr. Jacob after you received this

15 document?

16 A No.

17 Q So I guess in connection with it, did he tell you what it was or how it had

18 been prepared?

19 A Actually, I need to change that. So if it's dated January 1, 2021, there

20 definitely was a discussion on January 2nd, 2021, about this document, and I asked him to

21 forward it to me.

22 Q Got it. Okay.

23 Some of the information that's in this memo appears in the materials that you

24 previously provided, in particular some of the procedural issues, as well as some

25 allegations of fraud. But this has, you know, specific kind of conclusions at the end.
 109

1 So for one example, the one that starts at the bottom of the first page for Arizona,

2 it relates to errors with duplicate ballots, and describes the process of litigation and

3 sampling. And then in the end, concludes there were not enough total duplicate ballots

4 in the State, however, to effect the outcome of the election.

5 Is this an assessment by OVP legal staff of the issues and allegations related to the

6 outcome of the 2020 election?

7 A I mean, my understanding is the Office of the Vice President legal team

8 drafted this.

9 Q And did you understand, either from the January 2nd call or otherwise, what

10 the purpose was for them drafting it?

11 A So my understanding from the Office of the Vice President was that this was

12 prepared to prepare the Vice President for any discussions he may have on irregularities

13 or fraud in the 2020 election. I understood this to be a background document.

14 Q Okay. Okay. I think that's good for now.

15 Actually, sorry, - Can you pull it back up?

16 The very first page of this memo has kind of two paragraphs before it gets into the

17 chart. The second one reads, in general, there is strong evidence that State and local

18 election officials committed numerous procedural violations that reduced transparency

19 and/or favored Democratic candidates. However, most allegations of substantive voter

20 fraud defined to mean the casting of illegal ballots in violation of prevailing election laws

21 are either relatively small in number or cannot be verified.

22 Is that consistent with your understanding and assessment of these issues?

23 A Yes.

24 Q Okay. Great.

25 - We'll pause here to see if any of my colleagues have any other

 110

1 follow-up questions they'd like to ask?

2 Okay. We've been going for another little bit here. Does it make sense to have

3 a little break and we'll come back? I know we talked about the next --

4 Ms. Christian. How much longer do you think you have? We're coming up on

5 6:00 I guess. I'm just curious.

6 ~ So I hope we can power through. I think we have a couple of more

7 conversations with OVP that we want to, you know, get through, and then some other

8 just kind of catchup issues. I think we have at least another hour.

9 Mr. Morgan. Let's take a 5-minute break.

10 Ms. Christian. Let's take a 5-minute break.

11 - Okay. All right. Let's go off the record now.

12 [Recess.]

13 - So we're continuing with the transcribed interview of Matt Morgan.

14 So, Matt, during the break, my colleague,., wanted to clarify just one thing

15 about one of the conversations, the earlier ones in December with Greg Jacob.

16 - Yeah. Thank you.

17 BY
18 Q And, Mr. Morgan, you had mentioned when we were talking about the

19 alternate electors that you thought you spoke with Mr. Jacob right around December

20 14th when the electoral college met and cast votes. Is that a discussion you've already

21 detailed to us or is that a different one?

22 A I think it's one I've already detailed with you. And to clarify, I don't think it

23 was actually on the 14th. In my mind, it was mid-December, right, which could range

24 the whole week of mid-December, whatever that is.

25 In my mind, what I was trying to detail for you was that the Texas v. Pennsylvania
 111

1 Supreme Court suit had been dismissed, and there was kind of a question of, well, what's

2 next? What is the next iteration of whatever the campaign is doing? And my I think

3 answer to that was, there's this discussion about these electors. I didn't really know

4 what that was, right? To me at that point it was amorphous, but I wanted him to be

5 aware of it, to which what I think I detailed earlier, I think I just got a courtesy thanks,

6 thanks for the heads-up. And then as I recall it, kind of moved on.

7 Q Okay. And did January 6th and the joint session factor into that

8 conversation at all as kind of the next step in the electoral process?

9 A I don't recall. No. Because I don't -- I don't think I really considered the

10 January 6th implications of any of it until around January 1st or January 2nd.

11 Q Okay. And while I'm still asking questions for just a moment, and then I'll

12 kick it back t o _ , you mentioned Texas v. Pennsylvania. So our understanding is

13 that the campaign or the legal team helped with the bill of complaint or draft of bill of

14 complaint for Texas v. Pennsylvania, and I think did so even with some White House

15 speechwriter involvement. Are you aware of the campaign or White House efforts to

16 draft the Texas v. Pennsylvania lawsuit?

17 A The -- not specifically. So, in general, yes. But specifically, no. And

18 here's what I mean by that. The President had asked for a case to get to the United

19 States Supreme Court at some point. I just remember it being, hey, why can't we have a

20 case before the United States Supreme Court, just a general proposition. And there was

21 just lots of discussion and chatter about, well, the only way you can go right to the United

22 States Supreme Court is to either, right, original jurisdiction or from the States suing other

23 States, and how would that be. And it felt to me, even throughout the whole process,

24 there were -- everyone was coming out of the woodwork to offer suggestions.

25 So to your question, well, were people working on this at the White House?
 112

1 Maybe. Were people working on this at the campaign? Maybe. Were people

2 affiliated with neither working on this? Maybe. And Texas was decidedly working on

3 it.

4 So my answer to you is, that's quite possible, but there were so many people

5 coming out of the woodwork to try and move that forward, it's hard for me to specifically

6 explain to you who, if anyone, was actually working on it.

7 Q Were you aware of any efforts to lobby States? I mean, in this case, it was

8 the State of Texas v. the State of Pennsylvania and others brought by, at least on paper,

9 Attorney General Ken Paxton. Were you aware of efforts to lobby States to bring a suit

10 like this?

11 A Yes. I was aware that there was an effort, but I'm not exactly sure who is

12 leading that effort.

13 Q Okay.

14 Ms. Christian. You were not involved.

15 Mr. Morgan. I was not -- I was not leading that effort, if that's your question.

16 Okay. And what about after it was filed? I know there was

17 about a day or two maybe before a number of other State attorneys general signed on to,

18 effectively it's an amicus brief, but a brief in support of the bill of complaint. Were you

19 aware of the efforts or any efforts to lobby those other State attorneys general to sign on

20 to this case?

21 Mr. Morgan. I was aware that there was an effort but, again, I could not tell you

22 the specific participants. And I was not a participant in lobbying any of the attorneys

23 general anywhere on that case.

24 - And to the extent you were aware of the effort, was there an effort

25 from the campaign, or from the White House, or some other outside group, as far as you
 113

1 know?

2 Mr. Morgan. I don't really know.

3 Okay. All right. Thank you.

4 BY-:

5 Q Okay. And on that clarification t h a t - h a s raised about your

6 conversation with Mr. Jacob in mid-December, I think when I was asking you questions, I

7 supplied at one point the date of January -- of December 8th, which was my mistake. It

8 was referring to the date of the second memo from Mr. Chesebro. So I have my

9 correction in the record that your testimony or, you know, interview content today for us

10 is that it was just mid-December.

11 A Yes.

12 Q Okay. So going back to your conversations with OVP, Mr. Morgan. I think

13 we're now in the timeline at January 2nd, when I understand there was a meeting or a

14 call, some communication between you and the Vice President and his staff. Is that

15 correct?

16 A Yes, there was a meeting.

17 Q Okay. Where did the meeting take place?

18 A At the Vice President's residence.

19 Q Okay. And who was present?

20 A The Vice President, Marc Short, Greg Jacob, and myself.

21 Q Okay. Who invited you to the meeting?

22 A Marc Short called me that morning and asked if I could attend a meeting at

23 the Vice President's residence with the Vice President.

24 Q Okay. And what did he tell you about the agenda or purpose of the

25 meeting?
 114

1 A I'm not sure he was particular about it. He just asked -- he said the Vice

2 President would like to get your views. Can you come to the Vice President's residence

3 today? He called in the morning and, by the afternoon, I was at the Vice President's

4 residence.

5 Q Okay. So what can you tell us about what was discussed in that meeting?

6 A There were various topics discussed in that meeting. It's when I became

7 more acutely aware of John Eastman's theories. To that point, for me, John Eastman

8 had been the person who had assisted with the President's equivalent to an intervention

9 in Texas v. Pennsylvania, which was the Supreme Court matter, or these Pennsylvania

10 lawsuits. I didn't have an acute awareness of his theories relative to the electoral

11 college until this meeting on January 2nd.

12 There were also discussion about some talking point document that Jenna Ellis

13 may have written. There was a discussion of Representative Gohmert's lawsuit versus

14 the Office of the Vice President. I recall Greg Jacob walking through an extensive history

15 of the Electoral Count Act as applied to various elections through history. We discussed

16 the electoral process.

17 This memo -- the memo was not in front of us, but this memo that I had redated

18 January 3rd, we had discussed certificates of ascertainment and electoral votes. And I

19 also remember discussing some evidence of irregularities and maladministration in the

20 2020 election, which to maybe clarify something from earlier, I learned of this memo

21 from the Office of the Vice President to the Vice President dated January 1st, and so I

22 requested a copy of the memo at that meeting on January 2nd.

23 Q Okay. Thank you. Very helpful.

24 So who was it that told you information about John Eastman's theories during that

25 meeting?
 115

1 A I recall it was a discussion amongst all of us, meaning --

2 Q The whole group?

3 A The whole group.

4 Q Okay. And what was conveyed to you about what were these theories?

5 What was the understanding of the group that you learned in the course of that meeting?

6 A The theory was simply that the Vice President was -- had a more active role

7 than had been previously understood, meaning that John Eastman's theory was that the

8 Vice President would have a more active role than had previously understood. That's

9 how John Eastman was discussed in the course of this meeting.

10 Q Okay. Did the Vice President or his staff give their assessment of this

11 theory in that meeting?

12 A Yes.

13 Q And what was that?

14 A They did not agree with the assessment -- with John Eastman's assessment.

15 Q What were the -- what was the basis for their conclusion on John Eastman's

16 theories at the time?

17 A That the law as John Eastman was describing it was not sufficient or

18 applicable in the way that John Eastman was advocating for, and that there was no

19 factual precedent for what he was discussing -- for what John Eastman was discussing, to

20 be very clear.

21 Q Okay. So would it be fair to say that it's both a legal assessment that there

22 was no legal support for the theory as well as no historical support or precedent for it?

23 A Yes.

24 Q Okay. Did you share that assessment?

25 A Yes.
 116

1 Q Okay. Any -- did they share how they had come, at that point when you

2 were discussing it at the Vice President's residence on January 2nd, how they had come

3 to understand what John Eastman's theories were?

4 A I don't exactly know how they had come to understand exactly what John

5 Eastman's theories were. And I'm not even sure even on that date, on January 2nd, they

6 fully understood what John Eastman's theories were, but they definitely had a cognizable

7 understanding of them. And I recall, at the beginning of the meeting, there were two

8 documents handed out. One was from Jenna Ellis and one I thought was from John

9 Eastman, I can't completely confirm that. But I remember us -- that being the starting

10 point: Here's what Jenna Ellis is saying about the electoral college. Here's what John

11 Eastman's saying about the electoral college. Here's our general understanding of their

12 argument. And then the conversation ensued as I just described it.

13 Q Okay. Do you still have copies of the documents that were handed out?

14 A No. I left those with them.

15 Q Okay. Did you later come to see either version of the memos drafted by

16 John Eastman? They have been publicly reported rather extensively over the last year.

17 Did you ever look at those as were publicly reported?

18 A I may have, but I don't recall them as I sit here. I know they were

19 published, I mean, but I don't recall the content of them specifically.

20 Q Okay. Yeah. I was just -- we can find them and pull them up for you.

21 But I was just wondering whether you saw them reported and whether it looked like the

22 document that you had seen before, if you had any reaction to it?

23 A No, I don't think it was. I don't think on January 2nd they had those

24 Eastman memos. And if they did, they were not shared at this January 2nd meeting.

25 What I saw was bulleted talking points. That's what I recall.

 117

1 Q Bulleted talking points. Okay. Thank you.

2 Did -- without going to too much detail, I mean, what was generally -- well, let me

3 rephrase.

4 So you mentioned John Eastman's theories. Were there others -- and you

5 mentioned Jenna Ellis too, but were there others that were discussed in the context of a

6 theory about the role of the Vice President or the power of the Vice President at the joint

7 session in addition to Mr. Eastman and Ms. Ellis?

8 A The focus of the meeting was less on either of those two individuals or their

9 theories. Their theories were the impetus for the meeting, which is to say that because

10 they were advancing these theories both publicly and privately, that this meeting was

11 more about what is the Vice President's actual role. And while clearly the Vice President

12 and Marc Short and Greg Jacob had had conversations amongst themselves before I was

13 ever at this meeting, but this meeting was more focused on what is the actual role and

14 how will we proceed forward? I mean we, the Vice President, proceed forward on

15 January 6th.

16 Q Okay. And as of this meeting that you participated in on January 2nd, did

17 the Vice President have a clear understanding about what his role was or was it still an

18 open question for him?

19 A From my perspective, he had a clear understanding of what his role was, but

20 he wanted to review it, that that was the focus of the meeting.

21 Q He wanted to review all of these materials, like what you just described to us

22 and evaluate it with his staff and his, you know, counselors to confirm what he believed

23 to be his role. Is that fair?

24 A That's fair.

25 Q Okay. The evidence of irregularities or election fraud, tell us what was,

 118

1 generally speaking, the discussion on January 2nd on that topic?

2 A What was generally discussed on that topic was whether the fraud,

3 maladministration, abuse, or irregularities, if aggregated and read most favorably to the

4 campaign, would that be outcome determinative. And I think everyone's assessment in

5 the room, at least amongst the staff, Marc Short, myself, and Greg Jacob, was that it was

6 not sufficient to be outcome determinative.

7 Q Okay. Did the Vice President express an opinion about that?

8 A I actually don't recall specifically, but, I mean, in hindsight, I presume he

9 agreed.

10 Q Okay. Did anyone in this meeting indicate what President Trump

11 understood to be the Vice President's role in the joint session?

12 A I don't recall much discussion of the President's -- I don't recall any

13 discussion of the President's view of the Vice President's role in this meeting on January

14 2nd.

15 Q Okay. After the meeting, as I'm sure you saw as in public reporting and the

16 President's own statements and tweets, he made several public statements indicating

17 that he, you know, was urging the Vice President to take an active role. Was any of that

18 discussed at the time the -- all those statements happened after January 2nd, but I'm just

19 wondering whether you had any sense of whether OVP staff and the Vice President

20 himself had a sense of what was to come from the President?

21 A That was not a topic of discussion at this meeting.

22 Q Okay. What about the President's view with respect to evidence of

23 irregularities or election fraud, was that discussed?

24 A Yes. I -- it was discussed more along the lines of how I had sent

25 information to Greg Jacob a few days earlier, which is to say there are procedural
 119

1 irregularities, there's the Navarro Report, there's Rudy Giuliani talking points, there's

2 other information out there. It was a presentation of this is the universe of things that

3 are being said. And the Vice President ingested, figuratively, that information to inform

4 him as he moved forward towards January 6th.

5 Q Okay. What about President Trump, though, was there any discussion

6 about his view of these election irregularity or election fraud issues?

7 A I don't -- I don't recall much discussion of the -- of the President himself at

8 this meeting, if any.

9 Q Okay. Okay. What was -- was there a discussion about a statement that

10 the Vice President planned to issue on this topic?

11 A Yes.

12 Q Was it drafted at that point or was it just contemplated?

13 A My understanding of the document was that it was drafted by Greg Jacob.

14 The Vice President, if he had seen it, he had only seen it in a cursory manner. And I can't

15 even say he had seen it prior to January 2nd, and that -- but the existence of the

16 document was discussed. And there was a moment where the Vice President suggested

17 to Greg Jacob that he -- that Greg send the document to me as to have an additional set

18 of eyes on the document.

19 Q Okay. And I think that's one of the documents that you produced to us.

20 So you did later receive it and have an opportunity to provide your comments. Is that

21 fair?

22 A Yes. I -- I believe that it was sent to me the next day, and that I made red

23 line -- suggested redline comments to it and then returned it to Greg Jacob.

24 Q Okay. In the meeting at the Vice President's residence, though, did the

25 Vice President give any sort of guidance or instruction about what he wished to -- what he
 120

1 wanted to see in the statement that ultimately ended up being a Dear Colleague letter,

2 but the idea of him issuing a statement, did he describe what he wanted to have in it?

3 A What I recall what he wanted to have in it was that he took an oath as Vice

4 President to uphold the Constitution, and that's what he believed he was doing and

5 would do on January 6th.

6 Q And by upholding his oath, that was, is it fair to say, inconsistent with the

7 theories that were being, you know, pushed by Professor Eastman and others?

8 I can rephrase. Basically, his idea of saying that he was going to uphold his oath

9 was a decision not to follow the guidance or, you know, theories that had been suggested

10 about him having an active role of having some power to effect the outcome. Is that

11 right?

12 A I think -- I would say it more along the ways of the Vice President believed

13 that the 12th Amendment and the Electoral Count Act provided him a roadmap or a set of

14 instructions, albeit somewhat ambiguous and somewhat unclear, but nonetheless, a

15 roadmap or a set of instructions to follow, that there was historical precedent for how

16 that should be followed.

17 In the meeting, Greg Jacob had recited, I remember, three examples, right -- the

18 Thomas Jefferson example from 1800, the Hayes-Tilden election in 1876, and the Nixon

19 and Kennedy in 1960 -- that historical precedent, the Electoral Count Act with the 12th

20 Amendment necessitated his role and responsibility on January 6th. He took and oath

21 to uphold the Constitution and all that underpinning precedent and that that's what he

22 was going to do on January 6th.

23 Q Okay. Thank you.

24 Is it fair to say, though, that the view of the participants in this January 2nd

25 meeting that the theories that Mr. Eastman was promoting about the role of the Vice
 121

1 President, that the Vice President saw those as inconsistent with your description as you

2 just gave us of what he saw was upholding his oath?

3 A The reason I'm pausing or hesitating is that your description makes it seem

4 more like the Vice President was reactive, at least on January 2nd, to Mr. Eastman's

5 position, but that wasn't my experience with the Vice President. In essence, the fact

6 that Mr. Eastman or Jenna Ellis said, hey, there's this other path to go, that triggers a

7 discussion. But my sense of this discussion on January 2nd was the Vice President was

8 basically saying, okay, this has triggered discussion, set their views aside. What is the

9 right thing for me to do? What is the actual path I should take? Not as you're phrasing

10 it reactive to John Eastman, but just what is the right way I'm supposed to approach this.

11 And therefore, that's the discussion.

12 And that's why there wasn't discussion, at least in this meeting, about the

13 President or not much discussion about Professor Eastman; it was more about what is the

14 right way to uphold my oath, to uphold my duty, to do this the way I'm supposed to do it.

15 And that was the discussion.

 122

1 [6:22 p.m.]

2 BY-

3 Q Okay. Understood. That's very helpful.

4 So I guess the only point that I'm trying to make beyond that and tying it back to

5 your original description of what it was that the group understood to be the theory

6 outside, you know, that had come to the forefront by that point was, I take your point,

7 not in reaction I'm choosing a different path because this one has been presented to me I

8 choose another one, but rather the Vice President's evaluation that you just described to

9 us that he came to the conclusion what it was in the right thing to do to uphold his oath

10 was not what Mr. Eastman had proposed. Is that right?

11 A Yes. I think I can agree that what Mr. Eastman had proposed was not the

12 path that we were all discussing in this January 2nd meeting.

13 Q Okay. Okay. Understood.

14 Other than the preparation of the -- well, actually, let me ask you one more

15 question about the statement that ended up being the dear-colleague letter: Was there

16 any discussion in the January 2nd meeting about a sort of public education element to the

17 statement, that the Vice President wished to have some civic education imparted to the

18 American People about this process?

19 A I don't recall that one way or another. I just don't recall that.

20 Q Okay. Was there any -- other than the preparation and, you know, fine

21 tuning of the statement that had at that point just been a preliminary draft, were there

22 other takeaways or next steps for the group or some part of it coming out of the

23 meeting?

24 A That was my next step, which was to say, I had agreed to give the -- what

25 eventually became the dear-colleague letter a look. In that meeting, I had also asked
 123

1 Greg Jacob to send to me the document we already discussed, the document the legal

2 team had created, for the Vice President regarding background on the election. And

3 what I knew to be going forward was that they had tasks that were unique to the Office

4 of the Vice President. It's my understanding that they were going to meet with the

5 Parliamentarian. I think there was some other discussion about other meetings they

6 would need to have at the White House. I can't particularly recall at this time what

7 those were.

8 But in essence, they had somewhat discussed their path forward, but I was no

9 longer in the Office of the Vice President, so in some ways that didn't include me, so I

10 don't think I totally recall it.

11 Q Okay. Did the concept of the alternate slates of electors come up at the

12 January 2nd meeting?

13 A Briefly, yes.

14 Q In what context?

15 A What I recall is someone -- and I don't remember who -- asked me my view

16 about that, and I seem to recall I recited the view as I described it to you all. Maybe not

17 as much depth as we discussed it here today, but I think I had indicated that I had written

18 something about there's ascertainment versus the electors and started contingency but

19 maybe now even sitting there on January 2nd was something else.

20 And that is what prompted me to send -- I think someone in the meeting said, hey,

21 can you send over that memo, would that be something you could send over. And so I

22 re-dated it January 3rd even though I don't recall changing the substance of it and I sent it

23 to Greg Jacob. That's in one of your documents, Greg Jacob, from the emails I could tell,

24 delivered it to the Vice President.

25 Ms. Christian. That's the one that starts at 66, you know what it says. It says
 124

1 Federal Law at the top of the file.

2 BY-:

3 Q Okay. Yes. Thank you very much for that.

4 I know you mentioned that the OVP team mentioned some meetings with the

5 Senate Parliamentarian.

6 Did they -- was there any discussion about the -- these -- the sort of validity, the

7 status of the alternate slates of electors in that context?

8 A I don't recall specifically, but I think there was in general. I think they

9 indicated that some of the slates had arrived in their office, but I don't recall much of a

10 discussion other than the recognition that some of them had arrived.

11 Q Okay. And was there any -- did you get a sense from anyone in OVP that

12 they felt that the alternate slates of electors were at all, you know, valid for the Vice

13 President to take some action on?

14 A I had no sense of that.

15 Q Okay.

16 I'll pause here to see if my colleagues have anything else on this?

17 BY

18 Q Very briefly.

19 It sounds like Mr. Short and Mr. Jacob had already looked into this issue of the

20 Vice President's role during the joint session by the time of this January 2nd meeting?

21 Is that right?

22 A Yes.

23 Q In the discussion about the Vice President's role and what he was expected

24 to do based on history and the constitution and the Electoral Count Act, did the Vice

25 President ever stop and say we need to think about Mr. Eastman's position or Ms. Ellis'
 125

1 theory more, we haven't done enough to look into this? Did he say anything like that?

2 A I never heard that.

3 Q From your experience in that meeting, was there ever any question coming

4 out of that January 2nd meeting what the Vice President intended to do with respect to

5 his authority and role in the joint session January the 6th?

6 A I had no question about what he was going to do on January 6th.

7 Q And do you remember any specific words that he used when this idea of him

8 playing a more active role in the joint session came up?

9 A Could you rephrase that? Because I don't recall what you're saying, but if

10 you rephrase it, I'm happy to address that.

11 Q Sure. I'm sorry if it wasn't very clear.

12 But when you're having this discussion about what the Vice President's role was

13 going to be based on your research and Mr. Jacob's research, do you remember anything

14 specifically the Vice President said about what he perceived his role to be, particularly in

15 light of Mr. Eastman or Ms. Ellis' theories?

16 A The best way I can answer that question is everything he viewed his role as

17 on January 2nd is what I saw from him on January 6th.

18 Q Okay.

19 - Okay.

20 BY-

21 Q Okay.

22 Mr. Morgan, so we -- I brought up briefly the statements and pressure that

23 President Trump, after your meeting on the 2nd, you know, eventually put on the Vice

24 President regarding his role on January 6th.

25 So did you have any further communications with the Vice President or any of his
 126

1 staff after the 2nd up to January 6th itself about these issues about his role at the joint

2 session?

3 A No. January 2nd was the last time I spoke to the Vice President before

4 January 6th. So I did not speak to the Vice President after -- I did not speak to the Vice

5 President from January 3rd through January 6th.

6 Q Okay. Just jumping forward a little bit.

7 Did you talk to him on the 6th?

8 A No.

9 Q Did you talk to him about the 6th after the 6th?

10 A Yes, but much after.

11 Q I see.

12 A Meaning, it was much later. My initial conversations with him following

13 the 6th were more about, for example, I assisted in completing his final financial

14 disclosure form that's required of an outgoing, any elected official, right?

15 So meaning everything from after the 6th through the 20th was just focused on

16 the complete outside lawyer task that was needed to be accomplished in that period that

17 kind of fell to my bucket, and I executed on that. I don't recall having a discussion with

18 him about January 6th until much later.

19 Q I see. So after the end of the administration?

20 A Right.

21 Q lsthatfair?

22 A That's fair.

23 Q Okay. When you did discuss January 6th with the Vice President, what did

24 he share with you about his experiences of that day?

25 A So I'm not sure I'm necessarily comfortable with that in a sense -- to answer
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1 that question in so far as I still am counsel for him in a personal capacity and these were

2 our discussions just him and I. But to maybe give you a high level -- just to give you a

3 sense of directionality of it, it was just his experience that day relative to the events of

4 that day. Not the proceedings, but just the movements and the riot at the Capitol as

5 seen through his eyes.

6 Q Okay. Did at any point you have a conversation with the Vice President

7 about the statements that the President made about his role on the 6th?

8 A Not that I recall, no.

9 Q Okay. What about the direct communications between the President and

10 the Vice President? Did you ever have a conversation with Mr. Pence about what

11 former President Trump had said to him about January 6th?

12 A No.

13 Q Okay. Going back to the time period after your meeting on the 2nd, did

14 you have any further communications with Mr. Short or Mr. Jacob about the events of

15 the 4th, 5th and 6th?

16 A I may have because I believe after the 6th, I called them to check in on them

17 post January 6th. But those were conversations of the nature of checking in: How are

18 you doing, are you okay. Not relative to the proceedings of January 6th.

19 Q Okay. So our investigation, this has obviously been a real focus of our work

20 in the recent months. We -- our -- have evidence and are of understanding about

21 several meetings between the President, the Vice President and his staff on the 4th and

22 the 5th.

23 There was a meeting with John Eastman in the Oval Office that has also been

24 widely reported on January 4th. There were several meetings between President Trump

25 and Vice President Pence, at least one of which was also observed by Mr. Short and
 128

1 Mr. Jacob on the 5th.

2 Did you ever come to learn from any source about what happened in any of those

3 meetings and communications on the 4th and 5th?

4 A Not from any of those participants, just my understanding of what's been

5 pubically reported.

6 Q Okay. And what about, there was a phone call that took place on the

7 morning of January 6th between the President and the Vice President, I believe, the

8 President reached Vice President Pence at the residence the morning of the 6th at

9 approximately 11:20 or so in the morning and they had a conversation related to the joint

10 session.

11 Other than from public reporting, did you ever come to learn anything about the

12 contents of that communication?

13 A No.

14 Q Okay. Did you see any of the President's tweets about the Vice President

15 on the January 5th and 6th?

16 A Yes. I mean, I had an alert on my phone at the time. Any time the

17 President or the Vice President tweeted, I would get an alert on my phone. So I'm

18 certain I saw them. But as I sit here today, I don't recall exactly what they were, but I

19 know I would have seen them.

20 Q Sure. Okay.

21 And I won't go through all of them. There were several, but an example is on

22 January 5th, President Trump tweeted the Vice President has the power to reject

23 fraudulently chosen electors.

24 If you recall seeing that, was that, you know, consistent with your understanding

25 of all these legal precedents that you had reviewed and your conversations with Vice
 129

1 President Pence and his staff?

2 A I had not seen anything after January 2nd that would have changed my mind

3 from that January 2nd meeting.

4 Q Which was that the Vice President did not have the power to, you know,

5 take some action to reject electors?

6 A That did not have the power in this specific circumstance. Meaning, there

7 could be other circumstances in some other alternate universe, right? Like Hawaii -- the

8 Nixon, Hawaii, Kennedy example, right? But not in this instance.

9 Q Understood. Okay.

10 And then one other example from the morning of January 6th, President Trump

11 tweeted, "All Mike Pence has to do is send them back to the States and we win. Do it

12 Mike, this is a time for extreme courage."

13 Do you remember seeing that tweet?

14 A I'm sure I saw it, but I don't recall it.

15 Q Right. And fair to say that's also not consistent with your understanding of

16 the role of the Vice President and the sort of legal practical framework that you did come

17 to understand at that point?

18 A I think that's fair.

19 Q Okay. Okay. There's just one other -- from this time period, there's one

20 other thing that I wanted to raise with you.

21 There was an email that I think was from one of the archives productions that we

22 provided to you was an email from Molly Michael to yourself, indicating that Eric

23 Herschmann wanted to speak with you about some documents that were attached. It

24 includes some of the ones that we already looked at, like the Navarro report.

25 Do you remember a conversation with Mr. Herschmann on the 5th?

 130

1 A Yes.

2 Q What generally do you remember about that conversation?

3 A What I generally remember about the conversation is that the documents,

4 the Navarro report, Rudy Guiliani talking points and there was a third document of State

5 summaries. I'm not even sure I remember who produced that, but I remember there

6 were three documents.

7 And I recall Eric Herschmann asking me to help him understand specifically the

8 deficiencies in the three documents. And so myself and Alex Cannon, who's my deputy

9 counsel, we, as quickly as we could, reviewed those documents in an attempt to identify

10 for Eric Herschmann various actual or evidentiary deficiencies in the documents.

11 Q Okay. And did you convey those to Mr. Herschmann?

12 A Yes.

13 Q Was that in writing or during a phone call or otherwise?

14 A I don't exactly remember. I remember him asking for it, and I remember us

15 responding. My recollection is that I feel like I wrote something down in response to it.

16 But I cannot say for certain sitting here today that's what I actually did because I may

17 have just recited to him over the phone.

18 Q Okay. And do you recall you responded in the same day? Was it on

19 January 5th?

20 A Yes. I definitely responded on the 5th because I remember the request

21 being -- you don't -- something along the line of you don't have all day, I need this quickly,

22 get me back the deficiencies on this quickly.

23 And what I vaguely remember is the reason I think I wrote this down is because he

24 said when you respond back to me, don't -- kind of still be polite, levelheaded

25 even-keeled about it. This isn't just -- kind of factually say to me the deficiencies.
 131

1 remember that being the instruction, because I remember Alex and I dividing up, thinking

2 through it, and then -- in very quickly just getting back to him the best we could.

3 Q Okay. Did he -- did Mr. Herschmann tell you why he was asking you for

4 this?

5 A I don't remember if he told me why or not.

6 Q And did he give you any sense for the reason for the urgency of his

7 requested response?

8 A No.

9 Q Okay. Did you have any further conversations with Mr. Herschmann after

10 you conveyed your assessment?

11 A I don't -- not on the 5th or not on the 6th. I don't know if

12 thereafter -- I -- after the administration transitioned to President Biden, Mr. Herschmann

13 and I have generally stayed in touch. So I don't know if we discussed it here --

14 Q Actually I should have been more clear. I meant about this topic. Any

15 further conversations about this?

16 A No. No.

17 Q Okay. Thank you.

18 And fair to say that you did find deficiencies, and whether you conveyed them

19 orally or in writing, you found -- you and Mr. Cannon together gave Mr. Herschmann

20 reasons why these materials that he -- that Molly Michael had provided to you were

21 deficient in some manner?

22 A Yes.

23 Q Okay. Did you also at any point discuss with Mr. Herschmann or convey to

24 him your opinion about whether any of the allegations in these documents were outcome

25 determinative, if they had the ability to affect the outcome of the election?
 132

1 A I don't recall that being the task or request. It was, tell me how

2 these -- how evidence in these documents is not accurate. So meaning, if you see

3 evidence that's not accurate or you see statements that are not accurate, identify those.

4 Q Okay. Did you have any sense that it was in connection with the

5 President's speech that was planned for the rally the following day on the 6th?

6 A I have no context other than Eric Herschmann had asked for it, and I trusted

7 that I should probably get him that information.

8 Q Okay. Did you have any role or any involvement in the President's speech

9 at the rally on the Ellipse the following day?

10 A

Q Are you aware of who was responsible for or actually did fact check the

12 speech?

13 A No.

14 Q Okay. Did you attend the rally on the 6th?

15 A No.

16 Q Did you consider attending?

17 A No.

18 Q Why not?

19 A I just didn't attend. I mean, it wasn't -- I don't even know. I just didn't

20 attend.

Q Did you have any reason to be concerned about the rally beforehand,

22 any -- whether it's concerns about -- obviously nobody anticipated, I think, what

23 ultimately happened, but any concerns generally about the size of the crowd, the

24 potential for violence at the rally?

25 A I didn't even have much -- I knew there would be a rally on January 6th, but
 133

1 other than that, I didn't participate in the planning or operation or financing or anything

2 of it. Donald J. Trump for President, Inc as a corporate entity didn't. There may have

3 been former employees that I learned of later.

4 I had no insight, knowledge, or visibility into the rally. I just assumed it was like

5 any of the other rallies the President had ever done, except without campaign

6 involvement. So maybe your question, did you ever consider attending it, it wasn't even

7 a campaign rally so, no.

8 Q You didn't consider it a campaign rally?

9 A No, because the campaign itself wasn't doing any of the normal

10 infrastructure work it would have done for any of the presidential rallies to that point.

11 Q Oh, I see. Did you consider it to be an official event, like a White House

12 event?

13 A I didn't know exactly what it was, I just know it wasn't a campaign rally.

14 Campaign, defined as Donald. J. Trump for President, Inc., were any of the employees

15 or people still affiliated with the campaign planning, organizing, directing the financing,

16 and as far as I still know to this day, they were not.

17 Q Okay. Understood.

18 Okay let me pause for a second and see first, is there any other issues

19 that you'd like to address?

20 - Unrelated to this, but yeah.

21 - Goahead.

22

23 Q So we've been talking about alternate electors and the contingent to the

24 elector certificates that were actually sent in. Another kind of related issue is

25 encouraging State legislatures to use their authority to appoint their own slate of electors
 134

1 in States that Trump had lost.

2 Does that distinction that I just explained make sense to you? Do you

3 understand what I'm talking about?

4 A Yes.

5 Q Okay. It's been reported pubically that the campaign or the RNC or some

6 combination of both started discussing this plan to have State -- or encourage State

7 legislatures to appoint Trump electors in the event of close election, and those

8 discussions took place even before the November 3rd election.

9 Are you familiar with that?

10 A No.

11 Q Okay. When did you first hear about the idea of encouraging State

12 legislatures to appoint Trump electors in States Trump had lost?

13 A To the best of my recollection, after the Pennsylvania lawsuit, Donald J.

14 Trump versus Boockvar that occurred in November, after that case was dismissed, I recall

15 a shift in approach by Rudy Guiliani's team and Jenna Ellis whereby they started pubically

16 going to meetings in the various States; Pennsylvania, Arizona, maybe some others, and

17 discussing with State legislators at these meetings -- and they did this pubically, right?

18 So alternative actions that those legislators could take or encouraging those

19 legislators to take actions based on the things being said at the meetings.

20 To me, in and around that time, whenever that is on the time line, that's when I

21 became somewhat aware of this idea that legislators could do something different than

22 we had seen in previous elections.

23 Q And were those conversations at all linked up with the conversations about

24 having the republican electors meet and cast votes that became then the alternate

25 electors with certificates that were sent to the Vice President and the National Archives?
 135

1 A If they were linked up, I have two comments to that. One, it would have

2 been I had not heard that previous to early December. So if they were linked up, it

3 would have occurred in December not in November because I believe I would have heard

4 or been -- I don't believe that could have just been -- passed my eyes without me

5 noticing.

6 Q Okay. And the meetings that you talked about in the various States, were

7 those the hotel hearings, the hearings put on before the State legislators that Mr. Guiliani

8 attended as a witness? Is that what you're were talking about?

9 A Yes.

10 Q And do you know why the shift to that or the focus on State legislators at

11 any point?

12 A I don't, but my speculation was that the court cases weren't going well, and

13 they wanted an alternative approach to being successful in the election.

14 Q Do you know if that was ever raised with the President, this idea of having

15 State legislatures appoint their own electors in States that he had lost?

16 A I don't know.

17 Q Okay. Earlier, feels like a long time ago, but I asked you a question about

18 meetings with the President and Mr. Guiliani or others, and asked you to make a

19 distinction in your mind between political advice where there are disputes and legal

20 advice. You said that that would come up later. Have we covered that already, or is

21 that a different meeting that you were talking about?

22 A I'm trying to recall that discussion from earlier.

23 Q Yeah. The reason it came up is we were talking about the November 6th

24 meetings in the Oval Office where I asked you if there was political advice about the need

25 to convince the public about election fraud or convince maybe State legislatures, and
 136

1 asked you if there were disputes or disagreements that you're aware of in the context of

2 political advice versus legal advice.

3 I don't know if that helps refresh your recollection as to earlier this afternoon.

4 A I'm trying to think. I think it was that as we moved from right after election

5 day closer to November 14th to the President's tweet that changes the legal teams, is

6 that I think early on it was a lot more just about what are the legal litigation options

7 available. And then as it proceeded, I think the answer to your question is other

8 suggestions, whether it was these Rudy Guiliani hearings or other things -- I'm trying to

9 think if there's anything else, like that State legislators could do things or that these kind

10 of other discussions about other available options started to occur. I think that's what I

11 was referring to, that there were these other discussions that were sometimes not

12 exactly in the traditional lawyer legal sphere.

13 Q Okay. And you know, Mr. Guiliani was out there as you referenced a few

14 times now, he was out there giving press conferences, he was out there doing these hotel

15 hearings.

16 What was your understanding, if you had one, about the need to tell the public

17 about the alleged fraud and the election or irregularities in the election? Like, what's

18 the point of doing all of that when you're challenging in court and talking to State

19 legislators?

20 A I think the client greatly encouraged anyone who was willing to go on

21 television or go to the public to talk, or in my time in the administration or my time in the

22 campaign, it was always encouraged for anyone who was willing to go on TV or go to the

23 public to advocate their support for the positions of either the President or the candidate.

24 Q And do you know why in this post election period, specifically, with respect

25 to claims of fraud or problems in the election?

 137

1 A What's the question?

2 Q Why the need to go out and do press conferences, convince the public, talk

3 to the public about these issues?

4 A I just presume that if they believe those issues, they wanted the public to

5 support them.

6 Q Okay. And the last question, do you know who -- or last set of questions,

7 perhaps, do you know who Jeff Clark is, former DOJ official?

8 A I know the name. I don't know Jeffrey Clark.

9 Q Do you remember ever being in any meetings with him?

10 A I don't recall ever being in a meeting with Jeff Clark.

11 Q Do you know if he ever talked to Mr. Guiliani or his team in the post election

12 period, so after November 3rd?

13 A I have no knowledge of that.

14 Q Okay.

15 - Good?

16 - Thank you, Mr. Morgan.

17 - We are very grateful for your patience. Our colleague,.who's

18 been participating virtually just has a couple follow-up questions for you. He's coming

19 onto screen right now.

21 Can everyone hear me?

22 Ms. Christian. Yes.

23 All right. Great.

24 Mr. Morgan, I will hopefully not be standing between you and what's next too

25 much longer. But just a few questions. I'm going to hop around a bit, but try to move
 138

1 pretty quickly.

2 What involvement did you have in the post election approval of recount

3 expenses?

4 Ms. Christian. What kinds of expenses, I guess?

5 Mr. Morgan. I know the only part I had a role in -- So I'll explain the part I had

6 a role in. Post election as it related to recount, it would be my responsibility for the

7 lawyers who we had engagement letters for, who were engaging in post election

8 litigation, my responsibility was to review those engagement letters and report the

9 economics or the fee structures of those letters to Justin Clark for inclusion in a larger

10 budget. That was my role and responsibility as it related to the lawyers themselves.

11 Every so often, and I admittedly cannot remember particular examples of this, but

12 Sean Dallman who was the -- I forget his official title, but fundamentally the controller for

13 the campaign would sometimes run expenses past me, and he would ask what bucket

14 does his come out of, can this come out of recount funds or does this come out of -- or

15 does this have to come out of our general treasury funds.

16 I don't remember a specific instance of it, but I do remember having some

17 conversations with Sean Doi Iman about it. Not extensive, but just answering his

18 question. So that would be my role in approving post election recount expenses.

19 BY
20 Q Do you have an understanding as to what Mr. Clark did otherwise with

21 regard to recount expenses?

22 A In this case, you mean Justin Clark?

23 Q Yes.

24 A I believe that Justin Clark would check to see if it fit within the budget,

25 whatever budget he was working off of, is there sufficient funds to pay for this not, you
 139

1 know, over the course of whatever the expense was going to be matched against, and

2 that he would ultimately review this with the client.

3 I don't specifically know if that meant the President himself or if it meant with Bill

4 Stepien or with Bradley Crate, the treasurer. But I know that I would provide Justin

5 Clark the information, and he would go validate whether this was an acceptable expense

6 for the decision makers for the campaign.

7 Q Were you aware of any disagreements as to anyone wanting something to

8 be labeled as a recount expense, but anyone else pushing back that that would not, under

9 FEC rules, be an appropriate use of campaign funds for recount efforts?

10 A Not on the lawyer side. I remember law firms who had prepared materials

11 for us that we would use in recount then growing a little frustrated when they got tagged

12 as recount funds. But that wasn't internal to the campaign. That was just law firms

13 not liking the characterization that they had worked on the recount matters even though

14 they were properly, as far as we were concerned, tagged. But I don't -- your question's

15 different. Your question was, was there internal disputes about whether things should

16 be tagged, and I don't recall that.

17 Q Okay. With regard to Sean Dallman and his work, were you otherwise

18 involved in that November 3rd to November 14th period? Were you involved in any

19 discussions regarding the campaign's cash position or otherwise the campaign's financial

20 health during that time period?

21 A No.

22 Q Okay. Were you -- you're familiar with the President's Save America PAC?

23 A Yes.

24 Q Were you involved in its formation in early November?

25 A In a very cursory manner, which was only to say, I think at some point
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1 someone asked me if the President could have a leadership PAC, and I think I tasked Alex

2 Cannon, potentially Nathan Groth, but one of them to look into it. I presume it was

3 Alex, and off it went.

4 Q Are you aware of any discussions as to the need for the leadership PAC being

5 spurred on by an expectation of post election fund raising off a significant amount?

6 A I understood the formation of the leadership PAC just to be that there were

7 individuals who had maxed out to the presidential campaign, meaning they'd given to

8 their allowable limits, and that they still wanted to contribute. And that the leadership

9 PAC is an allowable vehicle for contributing to the entity who is sponsoring the leadership

10 PAC.

11 Q And who did you get that understanding from?

12 A It would have had to have been Justin Clark.

13 Q Okay. Were you involved in any discussions or have any information about

14 Save America's -- whether Save America would be used to pay for recount expenses or

15 otherwise post election litigation?

16 A No.

17 Q Are you familiar with American Made Media Consultants?

18 A Yes.

19 Q And what do you understand -- I'm going to call it AMMC. What do you

20 understand AMMC to be?

21 A I understood -- it's been quite a while since I've thought about AMMC.

22 AMMC was -- I thought a media entity for the campaign. It's where -- I believe it's

23 where ad buys were made from. I'm sorry. I just don't recollect completely AMMC's

24 role.

25 Q Did you have any role with either supervising the work of AMMC or
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1 otherwise approving its activities?

2 A No. When I became general counsel for the campaign and I did a quick

3 review of all of the consultant agreements that existed for the campaign, I remember

4 AMMC being in that media space already set up, already functioning. I think someone

5 described to me its function. My apologies. I don't recall it here today. And then I

6 moved on.

7 Q Was it clear to you who was the person at the campaign with the most

8 authority or otherwise oversight over AMMC?

9 A I seem to recall that Sean Doi Iman and Alex Cannon had some role in AMMC,

10 but that's the extent of what I remember.

11 Q Do you have any insight into what their respective roles were?

12 A I don't recall.

13 Q All right. I want to just switch gears and talk a little bit about fund raising

14 emails.

15 As you may or may not be aware at this time post election, the campaign sent out

16 what one might call a lot of hyperbolic or otherwise aggressively toned emails.

17 Does that comport with your recollection as to the kind of emails, fundraising

18 emails, that were going out late November of 2020?

19 A I know this is not the answer you're looking for, but I believe all fundraising

20 emails these days are hyperbolic and over the top. And so --

21 Ms. Christian. Certainly the ones I've seen.

22 Mr. Morgan. I believe that I see -- I see that a lot. I'm not sure I knew of a

23 distinction between preelection or post election tone.

24 BY

25 Q Yeah. Are you aware of anyone's elevated concerns in terms of the

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1 campaign about the tone or the messaging of the post election emails?

2 A If there were, no one raised it with me.

3 Q Okay. So no discussion with either Alex Cannon or Justin Clark about the

4 tone or the messaging of fundraising emails?

5 A Not with me.

6 Q Okay. Are you aware of any complaints externally coming from either third

7 party vendors, like Sales Force or otherwise from externals of the campaign that were

8 brought to your attention about the fund raising emails?

9 A No. I don't recall that.

10 Q Okay. Are you familiar with the company named Data Pier?

11 A No, I'm not.

12 Q Okay. Are you familiar with any efforts by the Trump campaign post

13 election to what's called warm up IP addresses, send fundraising emails in the future? Is

14 that a term you're familiar with it?

15 A It is not.

16 Q Are you familiar whether Alex Cannon had any other roles for the Trump

17 campaign for outside of being deputy general counsel? So for example, working for

18 other entities that were not legally the Trump campaign?

19 A To your first question, I seem to recall Alex had some sort of role with

20 AMMC, but that's the only one that I was otherwise aware of.

21 Q Okay. Just quickly, going back to the post election expenses question that I

22 started off with.

23 What was your understanding of as to how recount related costs or litigation costs

24 was split with the RNC?

25 A So as it related to the lawyers, which was the part that I was particularly
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1 focused on, preelection we had worked up a joint representation engagement with the

2 Republican National Committee.

3 Meaning, we would engage lawyers to represent both the Republican National

4 Committee and Donald J. Trump For President, this is preelection, so that if there were

5 post election issues, that we could use -- whether it be recounts or contest, that we

6 would then be able to have the recount funds that are allowed to be contributed to the

7 Republican National Committee used for those purposes for recount or election contest

8 purposes.

9 That is the extent of my knowledge about the design of lawyers to have access to

10 those recount funds. Meaning, if you're post election, you need lawyers to help with

11 the recount or you need lawyers to help with the contest that proceeds from a recount,

12 then we would have lawyers already engaged by the RNC to use those funds. That is the

13 design we set up for lawyers. And that was my primary interaction with the recount

14 fund and the Republican National Committee.

15 Q Are you aware of anyone else who would have had involvement with

16 splitting post election litigation or recount costs separate from what you're talking about

17 with the RNC?

18 A No.

19 Q Okay. Are you familiar with someone by the name of Jill Barclay?

20 A Yes.

21 Q Can you tell us who that is?

22 A Jill Barclay --1 don't remember her official title, but I remember that she -- Jill

23 would assist me when we were processing lawyer engagements preelection. And what I

24 mean by that is, I can't remember if she worked for Bradley Crate or Sean Dallman. But

25 when Bradley Crate or Sean Doll man were not available, I would often send things to Jill
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1 Barclay, and then she would help process those through the campaign. I just don't recall

2 which vertical she was, whether she was with Bradley Crate or Sean Dallman. But in

3 there somewhere in the financial controller area of the campaign.

4 Q Okay. But it's fair to say that she was -- I don't want to use the term

5 administrative, but someone who was facilitating decisions made by more senior people

6 than she was. Is that fair?

7 A Yes. I think that's fair. It's fair from my perception or my view of her, yes.

8 Q Did you have any involvement in the campaign's post election TV

9 advertisements? The campaign worked to putting some adds on the air.

10 Did you have any involvement from a legal perspective in reviewing the substance

11 of those adds?

12 A No. What I recall having any involvement in was somewhere in December,

13 earlier December, having a conversation with Jason Miller about proper disclaimers in

14 disclosures that would need to be included with adds in the post election period. That

15 doesn't speak to the content of the adds. It was my view of, hey, these adds are gonna

16 need certain disclaimers pursuant to the Federal Election Campaign Act and the

17 associated regulations.

18 Q Do you recall whether an Alex Cannon had involvement reviewing the

19 substance of these adds?

20 A What I review Alex Cannon as a general proposition -- I don't know

21 specifically post election, but preelection, I tasked Alex with reviewing advertisements or

22 copyright and other considerations like copyright. So for example, when you get an

23 advertisement produced by an outside firm, you review the add to make sure that we

24 have licenses to any of the creative content therein and make sure you're not infringing

25 upon copyright work.

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1 At the time, we were exporting that work to outside law firms, and in a cost saving

2 exercise, I tasked Alex preelection to look at all adds to try and do those copyright add

3 reviews because I didn't think they were so particular to use larger law firms. So I set

4 Alex, at least on a track, preelection in reviewing a lot of adds for those considerations.

5 Post election, I was never quite sure who was doing add reviews for adds that

6 were going out. As I described earlier, the diffused nature of the campaign made that

7 unclear to me.

8 Q Did you have any discussions with anyone regarding the substance of the TV

9 adds that were put up on the air by the campaign?

10 A No.

11 Q All right. Let me just confirm I have all my points checked off here. All

12 right.

13 - I think that's all I've got.

14 - Okay. All right. Thanks,-·

15 Ms. Christian, unless there's anything you'd like to address before we go, I think

16 that's gets us to the end of what I know is a long day.

17 And Mr. Morgan, we're very appreciative of your time and your cooperation

18 today.

19 Ms. Christian. I don't think so, other than noting he's done his best to be helpful

20 to provide non-privileged information to you all. That's been -- so hopefully we've done

21 that.

22 ~ Yes. Absolutely. We really appreciate it. Thank you, again, for

23 your time and cooperation today. We appreciate it.

24 Ms. Christian. Thank you.

25 ~ Okay. With that, we'll go off the record.

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1 [Whereupon, at 7:10 p.m., the interview was concluded.]

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1 Certificate of Deponent/Interviewee

4 I have read the foregoing _ _ pages, which contain the correct transcript of the

5 answers made by me to the questions therein recorded.

10 Witness Name

11

12

13

14 Date