EFiled: Sep 19 2019 11:23AM EDT

Transaction ID 64221876
Case No. 2019-0755-
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

KATHLEEN JENNINGS, Attorney )

General of the State of Delaware, )
)
Plaintiff, )
)
v. ) C.A. No. ____________
)
ESSENTIAL CONSULTANTS LLC, a )
Delaware limited liability company, and )
RESOLUTION CONSULTANTS LLC, )
a Delaware limited liability company, )
)
Defendants. )

VERIFIED COMPLAINT

Plaintiff Kathleen Jennings, Attorney General of the State of Delaware, by

and through undersigned counsel, for her complaint against Defendants Essential

Consultants LLC and Resolution Consultants LLC (collectively the “Defendants”),

alleges, upon verified information, as follows:

Nature of the Action

1. This is an action for the cancellation of the certificates of formation of

two Delaware limited liability companies that were deeply involved in the criminal

activities that were part and parcel of the actions of Michael Cohen (“Cohen”).

2. Under Section 18-112 of Delaware’s Limited Liability Company Act,

6 Del. C. § 18-101, et seq. (“LLC Act”), the Attorney General is authorized to

request that the Court of Chancery cancel the certificate of formation of a Delaware
limited liability company when the powers, privileges, or existence of that limited

liability company have been abused or misused.

3. The Attorney General seeks cancellation of Defendants’ certificates of

formation because a corporate officer of each of the Defendants has pleaded guilty,

and thus confessed, in federal courts to using the Defendants for tax evasion

campaign finance law violations, and other felony criminal offenses.

4. Delaware law has never permitted or condoned the use of business

entities formed under its laws for unlawful or nefarious purposes, and thus a guilty

plea by one of the Defendants’ principals is proof that Defendants, and their

principals, have abused and misused not only Defendants’ powers and privileges,

but their very existences. Having abandoned the responsibilities that come with

status as Delaware limited liability companies, Defendants must be forever denied

the rights and privileges that also come with that status, and their certificates of

formation must therefore be canceled.

Parties

5. Plaintiff Kathleen Jennings (“Attorney General”) is the Attorney

General of the State of Delaware.

6. Defendant Essential Consultants LLC is a limited liability company

organized under the laws of the State of Delaware, with a Registered Agent upon

whom legal process may be served. The Registered Agent is known as National

–2–
Registered Agents, Inc. Its registered office is listed at 160 Greentree Drive, Suite

101, Dover, Delaware 19904.1

7. Defendant Resolution Consultants LLC is a limited liability company

organized under the laws of the State of Delaware, with a Registered Agent for

service of process. The Registered Agent is known as National Registered Agents,

Inc. Its registered office is 160 Greentree Drive, Suite 101, Dover, Delaware 19904.2

Factual Allegations

United States v. Cohen

8. On or about August 21, 2018, the United States government filed an

Information against Cohen in the matter of United States of America v. Michael

Cohen, C.A. No. 1:18-cr-00602-WHP. The charges in the Information were Evasion

of Assessment of Income Tax Liability, False Statements to a Bank, Causing an

Unlawful Corporate Contribution, and Excessive Campaign Contribution.3

9. The allegations in the Information include that Cohen created

Resolution Consultants LLC as a shell entity to facilitate $125,000 in unlawful

payments to a woman who had allegedly engaged in extramarital sexual relations

1
The formation documents for this entity are attached as Exhibit A.
2
The formation documents for this entity are attached as Exhibit B.
3
A copy of this Information is attached as Exhibit C.

–3–
with a candidate for the Office of President of the United States (“Candidate”) to

purchase this woman’s silence and prevent her story from influencing the election.

10. The allegations in the Information also include that Cohen created

Essential Consultants LLC as a shell entity to wire $130,000 to an attorney

representing a second woman, an adult film actress who also claimed to have had

extramarital sexual relations with the Candidate to purchase this woman’s silence

and prevent her story from influencing the election.

11. Cohen pled guilty to all charges- and admitted these allegations- at a

Change of Plea hearing on or about August 21, 2018.4

12. On or about December 12, 2018, the Court entered a Judgment Form

sentencing Cohen to 36 months in prison for his conduct in this matter.5

13. The conviction of Cohen proves that he abused or misused Resolution

Consultants LLC and Essential Consultants LLC.

Causes of Action

Count I—Cancellation of Certificate of

Formation of Essential Consultants LLC
14. Paragraphs 1 through 13 of this Complaint are repeated and realleged

as if fully set forth herein.

4
A copy of the Transcript from this hearing is attached as Exhibit D.
5
A copy of the Judgment Form is attached as Exhibit E.

–4–
 15. Section 18-112 of the LLC Act authorizes the Court of Chancery, upon

motion of the Attorney General, to cancel the certificate of formation of a Delaware

limited liability company when the powers, privileges, or existence of that limited

liability company have been abused or misused.

16. Cohen is a corporate officer of Essential Consultants LLC.

17. Through the guilty plea of its corporate officer in federal court

admitting to reprehensible criminal conduct, Essential Consultants LLC has been

adjudicated of facts conclusively demonstrating that it has engaged in acts of fraud,

immorality, or violations of statutory law in connection with its operations.

18. Essential Consultants LLC has abused the powers, privileges, and

existence granted to it as a Delaware limited liability company, as a result of which

it should be denied the rights and privileges that also come with status as a Delaware

limited liability company, and its certificate of formation should therefore be

canceled.

19. The Attorney General has no adequate remedy at law.

Count II—Cancellation of Certificate of Formation

of Resolution Consultants LLC
20. Paragraphs 1 through 19 of this Complaint are repeated and realleged

as if fully set forth herein.

21. Section 18-112 of the LLC Act authorizes the Court of Chancery, upon

motion of the Attorney General, to cancel the certificate of formation of a Delaware

–5–
limited liability company when the powers, privileges, or existence of that limited

liability company have been abused or misused.

22. Cohen is a corporate officer of Resolution Consultants LLC.

23. Through the guilty plea of its corporate officer in federal court

admitting to reprehensible criminal conduct, Resolution Consultants LLC has been

adjudicated of facts conclusively demonstrating that it has engaged in acts of fraud,

immorality, or violations of statutory law in connection with its operations.

24. Resolution Consultants LLC has abused the powers, privileges, and

existence granted to it as a Delaware limited liability company, as a result of which

it should be denied the rights and privileges that also come with status as a Delaware

limited liability company, and its certificate of formation should therefore be

canceled.

25. The Attorney General has no adequate remedy at law.

WHEREFORE, the Attorney General prays for judgment and requests that the

Court enter an Order:

A. Directing the Delaware Division of Corporations to cancel the

certificate of formation of Essential Consultants LLC;

B. Directing the Delaware Division of Corporations to cancel the

certificate of formation of Resolution Consultants LLC; and

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 C. Granting such other and further relief as the Court deems just and

appropriate.

STATE OF DELAWARE
DEPARTMENT OF JUSTICE

/s/ Lawrence W. Lewis

Lawrence W. Lewis (#2539)
Oliver J. Cleary (#5830)
Deputy Attorneys General
Carvel State Office Building
820 N. French Street, 6th Floor
Wilmington, DE 19801
(302) 577-8400

Attorneys for Kathleen Jennings,

Dated: September 19, 2019 Attorney General of the State of Delaware

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 EFiled: Sep 19 2019 11:23AM EDT
Transaction ID 64221876
Case No. 2019-0755-

EXHIBIT A
 EFiled: Sep 19 2019 11:23AM EDT
Transaction ID 64221876
Case No. 2019-0755-

EXHIBIT B
 EFiled: Sep 19 2019 11:23AM EDT
Transaction ID 64221876
Case No. 2019-0755-

EXHIBIT C
 Case 1:18-cr-00602-WHP Document 2 Filed 08/21/18 Page 1 of 22

UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF NEW YORK
- - - x
INFORMATION
UNITED STATES OF AMERICA
18 Cr. _ (WHP)
- v. -

MICHAEL COHEN, 18CBIM

Defendant. - -

- ·- -
\I DOC L11', ff:T\ T
- - - - - - - - - - - - - - - - - - x
\l ELLCTR01\!CALLY FILED
The United States Attorney charges: I DOC 71: -
' D:\i"E F!Ll::.D :Al}G 2
Background -·----
The Defendant

1. From in or about 2007 through in or about January

2017, MICHAEL COHEN, the defendant, was an attorney and employee

of a Manhattan-based real estate company (the "Company"). COHEN

held the title of "Executive Vice President" and "Special Counsel"

to the owner of the Company ("Individual-1").

2. In or about January 2017, COHEN left the Company

and began holding himself out as the "personal attorney" to

Individual-1, who at that point had become the President of the

United States.

3. In addition to working for and earning income from

the Company, at all times relevant to this Information, MICHAEL

COHEN, the defendant, owned taxi medallions in New York City and

Chicago worth millions of dollars. COHEN owned these taxi

'• Case 1:18-cr-00602-WHP Document 2 Filed 08/21/18 Page 2 of 22

medallions as investments and leased the medallions to operators

who paid COHEN a portion of the operating income.

Tax Evasion Scheme

4. Between tax years 2012 and 2016, MICHAEL COHEN, the

defendant, engaged in a scheme to evade income taxes by failing to

report more than $4 million in income, resulting in the avoidance

of taxes of more than $1.4 million due to the IRS.

5. In or about late 2013, MICHAEL COHEN I the

defendant, retained an accountant ("Accountant-1") for the purpose

of handling COHEN'S personal and entity tax returns. After being

retained, Accountant-1 filed amended 2011 and 2012 Form 1040 tax

returns for COHEN with the Internal Revenue Service ("IRS"). For

tax years 2013 through 2016, Accountant-1 prepared individual

returns for COHEN and returns for COHEN'S medallion and real estate

entities. To confirm he had reviewed and approved these returns,

both COHEN and his wife signed a Form 8879 for tax years 2013

through 2016, and filed manually for tax year 2012. Each Form

8879 contained an affirmation, "[u] nder penal ties of perjury,"

that COHEN "examined a copy of [his] electronic individual Income

tax return and accompanying schedules and statements" and "to the

best of [his] knowledge and belief, it is true, correct, and

accurately lists all amounts and sources of income [COHEN] received

during the tax year."

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 Case 1:18-cr-00602-WHP Document 2 Filed 08/21/18 Page 3 of 22

6. Between 2012 and the end of 2016, MICHAEL COHEN,

the defendant, earned more than $2. 4 million in income from a

series of personal loans made by COHEN to a taxi operator to whom

COHEN leased certain of his Chicago taxi medallions ("Taxi

Operator-1"), none of which he disclosed to the IRS.

7. Specifically, in March 2012, pursuant to a loan

agreement, Taxi Operator-1 solicited a $2 million personal loan

from MICHAEL COHEN, the defendant, so that Taxi Operator-1 could

cover various personal and taxi business-related expenses. On

April 28, 2014, Taxi Operator-1 and his wife entered into a new

loan agreement with COHEN, increasing the $2 million loan, the

principal of which remained unpaid, to $5 million. Finally, in

2015, Taxi Operator-1 and his wife entered into an amended loan

agreement with COHEN, increasing the principal amount of the loan

to $6 million. Each loan was interest-only, carried an interest

rate in excess of 12 percent, and was collateralized by either

Chicago taxi medallions or a property in Florida owned by Taxi

Operator-1 and his family. COHEN funded the majority of his loans

to Taxi Operator-1 from a line of credit with an interest rate of

less than 5 percent.

8. For each of the loans, at the direction of MICHAEL

COHEN, the defendant, Taxi Operator-1 made the interest payment

checks out to COHEN personally, and the checks were deposited in

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 Case 1:18-cr-00602-WHP Document 2 Filed 08/21/18 Page 4 of 22

COHEN's personal bank account, or an account in the name of his

wife. COHEN did not provide records that would have allowed

Accountant-1 to reasonably identify this income.

9. Pursuant to the terms of the loan agreements

between MICHAEL COHEN, the defendant, and Taxi Operator-1, COHEN

received more than $2. 4 million in interest payments from Taxi

Operator-1 between 2012 and 2016, and reported none of that income

to the IRS. COHEN intended to hide the income from the IRS in

order to evade taxes.

10. As a further part of the scheme to evade paying

income taxes, MICHAEL COHEN, the defendant, also concealed more

than $1.3 million in income he received from another taxi operator

to whom COHEN leased certain of his New York medallions ("Taxi

Operator-2"). This income took two forms. First, COHEN did not

report the substantial majority of a bonus payment of at least

$870,000, which was made by Taxi Operator-2 in or about 2012 to

induce COHEN to allow Taxi Operator-2 to operate certain of COHEN'S

medallions. Second, between 2012 and 2016, COHEN concealed

substantial additional taxable income he received from Taxi

Operator-2's operation of certain of COHEN'S taxi medallions.

11. To ensure the concealment of this additional

operator income, MICHAEL COHEN, the defendant , arranged to receive

a portion of the medallion income personally, as opposed to having

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 Case 1:18-cr-00602-WHP Document 2 Filed 08/21/18 Page 5 of 22

the income paid to COHEN'S medallion entities. Paying the

medallion entities would have alerted Accountant-1, who prepared

the returns for those entities, to the existence of the income

such that it would have been included on COHEN'S tax returns.

12. As a further part of his scheme to evade taxes,

MICHAEL COHEN, the defendant, also hid the following additional

sources of income from Accountant-1 and the IRS:

a. A $100,000 payment received, in 2014, for

brokering the sale of a piece of property in a private aviation

community in Ocala, Florida.

b. Approximately $30,000 in profit made, in 2015,

for brokering the sale of a Birkin Bag, a highly coveted French

handbag that retails for between $11,900 to $300,000, depending on

the type of leather or animal skin used.

c. More than $200,000 in consulting income earned

in 2016 from an assisted living company purportedly for COHEN's

"consulting" on real estate and other projects.

COUNTS 1 THROUGH 5
(Evasion of Assessment of Income Tax Liability)

The United States Attorney further charges:

13. The allegations contained in paragraphs 1 through

12 are repeated and realleged as though fully set forth herein.

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 Case 1:18-cr-00602-WHP Document 2 Filed 08/21/18 Page 6 of 22

14. From on or about January 1 of each of the calendar

years set forth below, through the present, in the Southern

District of New York and elsewhere, MICHAEL COHEN, the defendant,

who during each calendar year set forth below was married, did

willfully and knowingly attempt to evade and defeat a substantial

part of the income tax due and owing by COHEN and his wife to the

United States by various means, including by committing and causing

to be committed the following affirmative acts, among others:

preparing and causing to be prepared, signing and causing to be

signed, and filing and causing to be filed with the IRS, in or

about the month of April of each said calendar year, a U.S.

Individual Income Tax Return, Form 1040, for each of the calendar

years set forth below, on behalf of himself and his wife, which

falsely omitted substantial amounts of income in or about the years

listed below.

Count Tax Year Unreported Income Tax Loss

1 2012 $893,750 $192,188
2 2013 $499,400 $299,229
3 2014 $670,667 $232,883
4 2015 $969,616 $375,390
5 2016 $1,100,618 $395,615

(Title 26, United States Code, Section 7201.)

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 Case 1:18-cr-00602-WHP Document 2 Filed 08/21/18 Page 7 of 22

False Statements to a Bank

The United States Attorney further charges:

15. In or about 2010, MICHAEL COHEN, the defendant,

through companies he controlled, executed a $6.4 million

promissory note with a bank ("Bank-1"), collateralized by COHEN'S

taxi medallions and personally guaranteed by COHEN. A year later,

in 2011, COHEN personally obtained a $6 million line of credit

from Bank-1 (the "Line of Credit"), also collateralized by his

taxi medallions. By February 2013, COHEN had increased the Line

of Credit from $6 million to $14 million, thereby increasing

COHEN's personal medallion liabilities at Bank-1 to more than $20

million.

16. In or about November 2014, MICHAEL COHEN, the

defendant, refinanced his medallion debt at Bank-1 with another

bank ( "Bank-2"), which shared the debt with a New York-based credit

union (the "Credit Union"). The transaction was structured as a

package of individual loans to the entities that owned COHEN'S New

York medallions, personally guaranteed by COHEN. Following the

loans' closing, COHEN'S medallion debt at Bank-1 was paid off with

funds from Bank-2 and the Credit Union, and the Line of Credit

with Bank-1 was closed.

17. In or about 2013, in connection with a successful

application for a mortgage from another Bank ( "Bank-3") for his

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 Case 1:18-cr-00602-WHP Document 2 Filed 08/21/18 Page 8 of 22

Park Avenue condominium (the "2013 Application"), MICHAEL COHEN,

the defendant, disclosed only the $6.4 million medallion loan he

had with Bank-1 at the time. As noted above, COHEN also had a

larger, $14 million Line of Credit with Bank-1 secured by his

medallions, which COHEN did not disclose in the 2013 Application.

18 . In or around February 2015 , MICHAEL COHEN, the

defendant, in an attempt to secure financing from Bank-3 to

purchase a summer home for approximately $8. 5 million, again

concealed the $14 million Line of Credit. Specifically, in

connection with this proposed transaction, Bank-3 obtained a 2014

personal financial statement COHEN had provided to Bank-2 while

refinancing his medallion debt. Bank-3 questioned COHEN about the

$14 million Line of Credit reflected on that personal financial

statement, because COHEN had omitted that debt from the 2013

Application to Bank-3. COHEN misled Bank-3, stating, in

substance, that the $14 million Line of Credit was undrawn and

that he would close it. In truth and in fact, COHEN had

effectively overdrawn the Line of Credit, having swapped it out

for a fully drawn, larger group of loans shared by Bank-2 and the

Credit union upon refinancing his medallion debt. When Bank-3

informed COHEN that it would only provide financing if COHEN closed

the Line of Credit, COHEN lied again, misleadingly stating in an

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 Case 1:18-cr-00602-WHP Document 2 Filed 08/21/18 Page 9 of 22

email: "The medallion line was closed in the middle of November

2014."

19. In or around December 2015, MICHAEL COHEN, the

defendant, contacted Bank-3 to apply for a home equity line of

credit ("HELOC"). In so doing, COHEN again significantly

understated his medallion debt.

20. Specifically, in the HELOC application, MICHAEL

COHEN, the defendant, together with his wife, represented a

positive net worth of more than $40 million, again omitting the

$14 million in medallion debt with Bank-2 and the Credit Union.

Because COHEN had previously confirmed in writing to Bank-3 that

the $14 million Line of Credit had been closed, Bank-3 had no

reason to question COHEN about the omission of this liability on

the HELOC application. In addition, in seeking the HELOC, COHEN

substantially and materially understated his monthly expenses to

Bank-3 by omitting at least $70,000 in monthly interest payments

due to Bank-2 on the true amount of his medallion debt.

21. In or about April 2016, Bank-3 approved MICHAEL

COHEN, the defendant, for a $500,000 HELOC. By fraudulently

concealing truthful information about his financial condition,

MICHAEL COHEN, the defendant, obtained a HELOC that Bank-3 would

otherwise not have approved.

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 Case 1:18-cr-00602-WHP Document 2 Filed 08/21/18 Page 10 of 22

COUNT 6
(False Statements to a Bank)

The United States Attorney further charges:

22. The allegations contained in paragraphs 1 through

3 and 15 through 21 are repeated and realleged as though fully set

forth herein.

23. From at least in or about December 2015 through at

least in or about April 2016, in the Southern District of New York

and elsewhere, MICHAEL COHEN, the defendant, willfully and

knowingly made false statements for the purpose of influencing the

action of a financial institution, as defined in Title 18, United

States Code, Section 20, upon an application, advance, discount,

purchase, purchase agreement, repurchase agreement, commitment,

loan, or insurance agreement or application for insurance or a

guarantee, or any change or extension of any of the same, by

renewal, deferment of action or otherwise, or the acceptance,

release, or substitution of security therefore, to wit, in

connection with an application for a home equity line of credit,

COHEN made false statements to Bank-3 about his true financial

condition, including about debts for which he was personally

liable, and about his cash flow.

(Title 18, United States Code, Sections 1014 and 2 . )

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 Case 1:18-cr-00602-WHP Document 2 Filed 08/21/18 Page 11 of 22

Campaign Finance Violations

The United States Attorney further charges:

24. The Federal Election Campaign Act of 1971, as

amended, Title 52, United States Code, Section 3 0101, et seq. ,

(the •Election Act"), regulates the influence of money on politics.

At all times relevant to the Information, the Election Act set

forth the following limitations, prohibitions, and reporting

requirements, which were applicable to MICHAEL COHEN, the

defendant, Individual-1, and his campaign:

a. Individual contributions to any presidential

candidate, including expenditures coordinated with a candidate or

his political committee, were limited to $2,700 per election, and

presidential candidates and their committees were prohibited from

accepting contributions from individuals in e x cess of this limit.

b. Corporations were prohibited from making

contributions directly to presidential candidates, including

expenditures coordinated with candidates or their committees, and

candidates were prohibited from accepting corporate contributions.

25. On or about June 16, 2015, Individual-1 began his

presidential campaign. While MICHAEL COHEN, the defendant,

continued to work at the Company and did not have a formal title

with the campaign, he had a campaign email address and, at various

times, advised the campaign, including on matters of interest to

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 Case 1:18-cr-00602-WHP Document 2 Filed 08/21/18 Page 12 of 22

the press, and made televised and media appearances on behalf of

the campaign.

26. At all times relevant to this Information,

Corporation-1 was a media company that owns, among other things,

a popular tabloid magazine ("Magazine-1").

27. In or about August 2015, the Chairman and Chief

Executive of Corporation-1 ( "Chairman-1"), in coordination with

MICHAEL COHEN, the defendant, and one or more members of the

campaign, offered to help deal with negative stories about

Individual-l's relationships with women by, among other things,

assisting the campaign in identifying such stories so they could

be purchased and their publication avoided. Chairman-1 agreed to

keep COHEN apprised of any such negative stories.

28. Consistent with the agreement described above,

Corporation-1 advised MICHAEL COHEN, the defendant, of negative

stories during the course of the campaign, and COHEN, with the

assistance of Corporation-1, was able to arrange for the purchase

of two stories so as to suppress them and prevent them from

influencing the election.

29. First, in or about June 2016, a model and actress

( "Woman-1") began attempting to sell her story of her alleged

extramarital affair with Individual-1 that had taken place in 2006

and 2007, knowing the story would be of considerable value because

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 Case 1:18-cr-00602-WHP Document 2 Filed 08/21/18 Page 13 of 22

of the election. Woman-1 retained an attorney ("Attorney-1"), who

in turn contacted the editor-in-chief of Magazine-1 ("Editor-1"),

and offered to sell Woman-l's story to Magazine-1. Chairman-1 and

Editor-1 informed MICHAEL COHEN, the defendant, of the story. At

COHEN'S urging and subject to COHEN'S promise that Corporation-1

would be reimbursed, Editor-1 ultimately began negotiating for the

purchase of the story.

30. On or about August 5, 2016, Corporation-1 entered

into an agreement with Woman-1 to acquire her "limited life rights"

to the story of her relationship with "any then-married man," in

exchange for $150, 000 and a commitment to feature her on two

magazine covers and publish over one hundred magazine articles

authored by her. Despite the cover and article features to the

agreement, its principal purpose, as understood by those involved,

including MICHAEL COHEN, the defendant, was to suppress Woman-l's

story so as to prevent it from influencing the election.

31. Between in or about late August 2016 and September

2016, MICHAEL COHEN, the defendant, agreed with Chairman-1 to

assign the rights to the non-disclosure portion of Corporation-

l's agreement with Woman-1 to COHEN for $125,000. COHEN

incorporated a shell entity called "Resolution Consultants LLC"

for use in the transaction. Both Chairman-1 and COHEN ultimately

signed the agreement, and a consultant for Corporation-1, using

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 Case 1:18-cr-00602-WHP Document 2 Filed 08/21/18 Page 14 of 22

his own shell entity, provided COHEN with an invoice for the

payment of $125,000. However, in or about early October 2016,

after the assignment agreement was signed but before COHEN had

paid the $125,000, Chairman-1 contacted COHEN and told him, in

substance, that the deal was off and that COHEN should tear up the

assignment agreement. COHEN did not tear up the agreement, which

was later found during a judicially authorized search of his

office.

32. Second, on or about October 8, 2016, an agent for

an adult film actress ("Woman-2") - informed Editor-1 that Woman-2

was willing to make public statements and confirm on the record

her alleged past affair with Individual-1. Chairman-1 and Editor-

1 then contacted MICHAEL COHEN, the defendant, and put him in touch

with Attorney-1, who was also representing Woman-2. Over the

course of the next few days, COHEN negotiated a $130,000 agreement

with Attorney-1 to himself purchase Woman-2's silence, and

received a .signed confidential settlement agreement and a separate

side letter agreement from Attorney-1.

33. MICHAEL COHEN, the defendant, did not immediately

execute the agreement, nor did he pay Woman-2. On the evening of

October 25, 2016, with no deal with Woman-2 finalized, Attorney-1

told Edi tor-1 that Woman-2 was close to completing a deal with

another outlet to make her story public. Editor-1, in turn, texted

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 Case 1:18-cr-00602-WHP Document 2 Filed 08/21/18 Page 15 of 22

MICHAEL COHEN, the defendant, that "[w] e have to coordinate

something on the matter [Attorney-1 is] calling you about or it

could look awfully bad for everyone." Chairman-1 and Editor-1

then called COHEN through an encrypted telephone application.

COHEN agreed to make the payment, and then called Attorney-1 to

finalize the deal.

34. The next day, on October 26, 2016, MICHAEL COHEN,

the defendant, emailed an incorporating service to obtain the

corporate formation documents for another shell corporation,

Essential Consultants LLC, which COHEN had incorporated a few days

prior. Later that afternoon, COHEN drew down $131,000 from the

fraudulently obtained HELOC, discussed above in paragraphs 19

through 21, and requested that it be deposited into a bank account

COHEN had just opened in the name of Essential Consultants. The

next morning, on October 27, 2016, COHEN went to Bank-3 and wired

approximately $130,000 from Essential Consultants to Attorney-1.

On the bank form to complete the wire, COHEN falsely indicated

that the "purpose of wire being sent" was "retainer." On or about

November 1, 2016, COHEN received from Attorney-_l copies of the

final, signed confidential settlement agreement and side letter

agreement.

35. MICHAEL COHEN, the defendant, caused and made the

payments described herein in order to influence the 2016

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presidential election. In so doing, he coordinated with one or

more members of the campaign, including through meetings and phone

calls, about the fact, nature, and timing of the payments.

36. As a result of the payments solicited and made by

MICHAEL COHEN, the defendant, neither Woman-1 nor Woman-2 spoke to

the press prior to the election.

37. In or about January 2017, MICHAEL COHEN, the

defendant, in seeking reimbursement for election-related expenses,

presented executives of the Company with a copy of a bank statement

from the Essential Consultants bank account, which reflected the

$130,000 payment COHEN had made to the bank account of Attorney-1

in order to keep Woman-2 silent in advance of the election, plus

a $35 wire fee, adding, in handwriting, an additional "$50,000."

The $50, 000 represented a claimed payment for "tech services , "

which in fact related to work COHEN had solicited from a technology

company during and in connection with the campaign. COHEN added

these amounts to a sum of $180,035. After receiving this document,

executives of the Company "grossed up" for tax purposes COHEN' s

requested reimbursement of $180,000 to $360,000, and then added a

bonus of $60,000 so that COHEN would be paid $420,000 in total.

Executives of the Company also determined that the $420,000 would

be paid to COHEN in monthly amounts of $35,000 over the course of

16
 Case 1:18-cr-00602-WHP Document 2 Filed 08/21/18 Page 17 of 22

twelve months, and that COHEN should send invoices for these

payments.

38. On or about February 14, 2017, MICHAEL COHEN, the

defendant, sent an executive of the Company ("Executive-1") the

first of his monthly invoices, requesting " [p] ursuant to [a]

retainer agreement, . payment for services rendered for the

months of January and February, 2017." The invoice listed $35,000

for each of those two months. Executive-1 forwarded the invoice

to another executive of the Company ("Executive-2") the same day

by email, and it was approved. Executive-1 forwarded that email

to another employee at the Company, stating: "Please pay from the

Trust. Post to legal expenses. Put 'retainer for the months of

January and February 2017' in the description."

39. Throughout 2017, MICHAEL COHEN, the defendant, sent

to one or more representatives of the Company monthly invoices,

which stated, "Pursuant to the retainer agreement, kindly remit

payment for services rendered for" the relevant month in 2017, and

sought $35,000 per month. The Company accounted for these

payments as legal expenses. In truth and in fact, there was no

such retainer agreement, and the monthly invoices COHEN submitted

were not in connection with any legal services he had provided in

2017.

17
 Case 1:18-cr-00602-WHP Document 2 Filed 08/21/18 Page 18 of 22

40. During 2017, pursuant to the invoices described

above, MICHAEL COHEN, the defendant, received monthly $35, 000

reimbursement checks, totaling $420,000.

COUNT 7
(Causing an Unlawful Corporate Contribution)

The United States Attorney further charges:

41. The allegations contained in paragraphs 1 through

3, and 24 through 40 are repeated and realleged as though fully

set forth herein.

42. From in or about June 2016, up to and including in

or about October 2016, in the Southern District of New York and

elsewhere, MICHAEL COHEN, the defendant, knowingly and willfully

caused a corporation to make a contribution and expenditure,

aggregating $25,000 and more during the 2016 calendar year, to the

campaign of a candidate for President of the United States, to

wit, COHEN caused Corporation-1 to make and advance a $150, 000

payment to Woman-1, including through the promise of

reimbursement, so as to ensure that Woman-1 did not publicize

damaging allegations before the 2016 presidential election and

thereby influence that election.

(Title 52, United States Code, Sections 30118(a) and

30109(d) (1) (A), and Title 18, United States Code, Section 2(b} .)

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COUNT 8
(Excessive Campaign Contribution)

The United States Attorney further charges:

43. The allegations contained in paragraphs 1 through

3, and 24 through 40 are repeated and realleged as though fully

set forth herein.

44. On or about October 27, 2016, in the Southern

District of New York and elsewhere, MICHAEL COHEN, the defendant,

knowingly and willfully made and caused to be made a contribution

to Individual-1, a candidate for Federal office, and his authorized

political committee in excess of the limits of the Election Act,

which aggregated $25,000 and more in calendar year 2016, and did

so by making and causing to be made an expenditure, in cooperation,

consultation, and concert with, and at the request and suggestion

of one or more members of the campaign, to wit, COHEN made a

$130,000 payment to Woman-2 to ensure that she did not publicize

damaging allegations before the 2016 presidential election and

thereby influence that election.

(Title 52, United States Code, Sections 30116(a) (1) (A),

30116(a) (7), and 30109(d) (1) (A), and Title 18, United States
Code, Section 2(b) .)

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FORFEITURE ALLEGATION

45. As a result of committing the offense alleged in

Count Six of this Information, MICHAEL COHEN, the defendant, shall

forfeit to the United States, pursuant to Title 18, United States

Code, Section 982(a) (2) (A), any property constituting or derived

from proceeds obtained directly or indirectly as a result of the

commission of said offense.

Substitute Assets Provision

46. If any of the above-described forfeitable property,

as a result of any act or omission of the defendant:

a. cannot be located upon the exercise of due

diligence;

b. has been transferred or sold to, or deposited with,

a third person;

c. has been placed beyond the jurisdiction of the

Court;

d. has been substantially diminished in value; or

e. has been commingled with other property which

cannot be subdivided without difficulty;

it is the intent of the United States, pursuant to Title 21, United

States Code, Section 853(p) and Title 28, United States Code,

20
 Case 1:18-cr-00602-WHP Document 2 Filed 08/21/18 Page 21 of 22

Section 2461(c), to seek forfeiture of any other property of the

defendant up to the value of the above forfeitable property.

(Title 18, United States Code, Section 982;

Title 21, United States Code, Section 853; and
Title 28, United States Code, Section 2461.)

Acting United States Attorney

21
Case 1:18-cr-00602-WHP Document 2 Filed 08/21/18 Page 22 of 22

UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF NEW YORK

UNITED STATES OF AMERICA

- v. -

MICHAEL COHEN,

Defendant.

INFORMATION

18 Cr. _ (WHP)

ROBERT KHUZAMI
Acting United States Attorney
 EFiled: Sep 19 2019 11:23AM EDT
Transaction ID 64221876
Case No. 2019-0755-

EXHIBIT D
 Case 1:18-cr-00602-WHP Document 7 Filed 09/14/18 Page 1 of 31 1
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1 UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF NEW YORK
2 ------------------------------x
UNITED STATES OF AMERICA
3 v. 18 CR 602 (WHP)
Plea
4 MICHAEL COHEN

5 Defendant
------------------------------x
6
New York, N.Y.
7 August 21, 2018
4:15 p.m.
8

9 Before:

10 HON. WILLIAM H. PAULEY III

District Judge
11

12 APPEARANCES
GEOFFREY S. BERMAN
13 United States Attorney for the
Southern District of New York
14 RACHEL MAIMIN
ANDREA GRISWOLD
15 THOMAS McKAY
NICHOLAS ROOS
16 Assistant United States Attorneys

17 PETRILLO KLEIN & BOXER LLP

Attorneys for Defendant
18 GUY PETRILLO
AMY LESTER
19 PHILIP PILMAR

20 -Also Present-

21 BARD HUBBARD, FBI

GIOVANNI LEPORE, IRS
22 KIRSTEN SCHILL, FBI
RYAN CAREY, FBI
23 JOE DVORE, FBI

24

25

SOUTHERN DISTRICT REPORTERS, P.C.

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1 (Case called)

2 DEPUTY CLERK: United States of America v. Michael

3 Cohen.

4 Would counsel for the government gave their

5 appearance.

6 MS. GRISWOLD: Good afternoon, your Honor.

7 Andrea Griswold, Rachel Maimin, Thomas McKay and

8 Nicolas Roos for government.

9 We're joined at counsel table by Special Agent Bard

10 Hubbard with the FBI and Special Agent Giovanni Lepore with the

11 IRS.

12 THE COURT: Good afternoon.

13 DEPUTY CLERK: Would counsel for defense give their

14 appearance.

15 MR. PETRILLO: Yes. Good afternoon, your Honor.

16 For Mr. Cohen, Guy Petrillo and Amy Lester, Petrillo

17 Klein and Boxer.

18 THE COURT: Good afternoon to you.

19 I note the presence of the defendant, Mr. Cohen at

20 counsel table.

21 Ms. Griswold, what is the status of this matter?

22 MS. GRISWOLD: Your Honor, we are here today for a

23 waiver of indictment. We would like to file an information and

24 I believe the defendant needs to be presented, arraigned on

25 that information, have the waiver of indictment, and then

SOUTHERN DISTRICT REPORTERS, P.C.

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1 intends to enter a guilty plea to the counts in the

2 information.

3 THE COURT: Very well.

4 Let's begin then with an initial appearance.

5 Mr. Cohen, I am District Judge William Pauley. The

6 purpose of this proceeding, sir, is to inform you of certain

7 rights that you have, to inform you of the charges against you,

8 and to consider whether counsel should be appointed for you,

9 and to decide under what conditions you should be released.

10 First, you have the right to remain silent. You are

11 not required to make any statements. Even if you have made any

12 statements to the authorities, you need not make any further

13 statements. Anything that you do say can be used against you.

14 You have the right to be released either conditionally

15 or unconditionally pending trial unless I find that there are

16 no conditions that would reasonably assure your presence in

17 court and the safety of the community.

18 You have the right, sir, to be represented by counsel

19 during all court proceedings, including this one, and during

20 all questioning by authorities. If you cannot afford an

21 attorney, I will appoint one to represent you.

22 Now, the government has offered here an information in

23 this case. Have you seen that information, Mr. Cohen?

24 THE DEFENDANT: Yes, your Honor.

25 THE COURT: And have you read it?

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1 THE DEFENDANT: I have, sir.

2 THE COURT: Have you discussed it with your attorney,

3 Mr. Petrillo?

4 THE DEFENDANT: I have, sir.

5 THE COURT: Do you waive my reading the information

6 here in open court word for word?

7 THE DEFENDANT: Yes, your Honor.

8 THE COURT: How do you plead to the charges in the

9 information that are lodged against you?

10 THE DEFENDANT: Not guilty, sir.

11 THE COURT: Very well.

12 Mr. Petrillo, I'm informed that the defendant has an

13 application. What is that application?

14 MR. PETRILLO: Correct, your Honor. With the Court's

15 permission, Mr. Cohen would move to withdraw his plea of not

16 guilty and to enter a plea of guilty to the eight count

17 information that's been handed up to the Court, and there is a

18 plea agreement, which I believe the government has the original

19 copy of.

20 THE COURT: All right. The record should reflect that

21 a plea agreement is being handed up to me for my inspection.

22 And Mr. Petrillo, prior to commencement of this proceeding, did

23 you review with your client an advice of rights form?

24 MR. PETRILLO: I did, your Honor.

25 THE COURT: And did he sign it in your presence?

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1 MR. PETRILLO: He did, your Honor.

2 THE COURT: And did you sign it as his attorney?

3 MR. PETRILLO: I did, your Honor.

4 THE COURT: The record should reflect that an advice

5 of rights form has been marked as Court Exhibit 1 and is being

6 handed to me for inspection.

7 So, at this time, I am going to direct my deputy to

8 administer the oath to Mr. Cohen.

9 (Defendant sworn)

10 THE COURT: Mr. Cohen, do you understand, sir, that

11 you are now under oath, and that if you answer any of my

12 questions falsely, your false or untrue answers may later be

13 used against you in another prosecution for perjury or making a

14 false statement?

15 THE DEFENDANT: I do, your Honor.

16 THE COURT: Very well. For the record, what is your

17 full name?

18 THE DEFENDANT: Michael Dean Cohen.

19 THE COURT: And at this time, Mr. Cohen, you may be

20 seated, and I'd ask that you pull the microphone close to you.

21 THE DEFENDANT: Thank you, your Honor.

22 Mr. Cohen, how old are you, sir?

23 THE DEFENDANT: In four days, I'll be 52.

24 THE COURT: How far did you go in school?

25 THE DEFENDANT: Law.

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1 THE COURT: Are you able to read, write, speak and

2 understand English?

3 THE DEFENDANT: Yes, your Honor.

4 THE COURT: Are you now or have you recently been

5 under the care of a doctor or a psychiatrist?

6 THE DEFENDANT: No, your Honor.

7 THE COURT: Have you ever been treated or hospitalized

8 for any mental illness or any type of addiction, including drug

9 or alcohol addiction?

10 THE DEFENDANT: No, sir.

11 THE COURT: In the past 24 hours, Mr. Cohen, have you

12 taken any drugs, medicine or pills or have you consumed any

13 alcohol?

14 THE DEFENDANT: Yes, your Honor.

15 THE COURT: What have you taken or consumed, sir?

16 THE DEFENDANT: Last night at dinner I had a glass of

17 Glenlivet 12 on the rocks.

18 THE COURT: All right. Is it your custom to do that,

19 sir?

20 THE DEFENDANT: No, your Honor.

21 THE COURT: All right. Have you had anything since

22 that time?

23 THE DEFENDANT: No, your Honor.

24 THE COURT: Is your mind clear today?

25 THE DEFENDANT: Yes, your Honor.

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1 THE COURT: Are you feeling all right today?

2 THE DEFENDANT: Yes, sir.

3 THE COURT: Are you represented by counsel here today?

4 THE DEFENDANT: I am.

5 THE COURT: Who are your attorneys?

6 THE DEFENDANT: Guy Petrillo and Amy Lester.

7 THE COURT: And, Mr. Petrillo, do you have any doubt

8 as to your client's competence to plead at this time?

9 MR. PETRILLO: I do not, your Honor.

10 THE COURT: Now, Mr. Cohen, your attorney has informed

11 me that you wish to enter a plea of guilty. Do you wish to

12 enter a plea of guilty?

13 THE DEFENDANT: Yes, sir.

14 THE COURT: Have you had a full opportunity to discuss

15 your case with your attorney and to discuss the consequences of

16 entering a plea of guilty?

17 THE DEFENDANT: Yes, your Honor.

18 THE COURT: Are you satisfied with your attorneys,

19 Mr. Petrillo and Ms. Lester, in their representation of you in

20 this matter?

21 THE DEFENDANT: Very much, sir.

22 THE COURT: On the basis of Mr. Cohen's responses to

23 my questions and my observations of his demeanor here in my

24 courtroom this afternoon, I find that he is fully competent to

25 enter an informed plea at this time.

SOUTHERN DISTRICT REPORTERS, P.C.

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1 Now, before I accept any plea from you, Mr. Cohen, I'm

2 going to ask you certain questions. My questions are intended

3 to satisfy me that you wish to plead guilty because you are

4 guilty, and that you fully understand the consequences of your

5 plea.

6 I am going to describe to you certain rights that you

7 have under the Constitution and laws of the United States,

8 which rights you will be giving up if you enter a plea of

9 guilty.

10 Please listen carefully, sir. If you do not

11 understand something I am saying or describing, then stop me,

12 and either I or your attorneys will explain it to you more

13 fully. Do you understand this?

14 THE DEFENDANT: I do, your Honor.

15 THE COURT: Under the Constitution and laws of the

16 United States, you have a right to a speedy and public trial by

17 a jury on the charges against you which are contained in the

18 information. Do you understand that?

19 THE DEFENDANT: I do, sir.

20 THE COURT: And if there were a trial, you would be

21 presumed innocent, and the government would be required to

22 prove you guilty by competent evidence and beyond a reasonable

23 doubt. You would not have to prove that you were innocent at a

24 trial. Do you understand that?

25 THE DEFENDANT: I do, your Honor.

SOUTHERN DISTRICT REPORTERS, P.C.

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1 THE COURT: If there were a jury -- excuse me -- if

2 there were a trial, a jury composed of 12 people selected from

3 this district would have to agree unanimously that you were

4 guilty. Do you understand that?

5 THE DEFENDANT: I do, your Honor.

6 THE COURT: If there were a trial, you would have the

7 right to be represented by an attorney; and if you could not

8 afford one, an attorney would be provided to you free of cost.

9 Do you understand that?

10 THE DEFENDANT: Yes, sir.

11 THE COURT: If there were a trial, sir, you would have

12 the right to see and hear all of the witnesses against you, and

13 your attorney could cross-examine them. You would have the

14 right to have your attorney object to the government's evidence

15 and offer evidence on your behalf if you so desired, and you

16 would have the right to have subpoenas issued or other

17 compulsory process used to compel witnesses to testify in your

18 defense. Do you understand that?

19 THE DEFENDANT: Yes, sir.

20 THE COURT: If there were a trial, Mr. Cohen, you

21 would have the right to testify if you wanted to, but no one

22 could force you to testify if you did not want to. Further, no

23 inference or suggestion of guilt could be drawn if you chose

24 not to testify at a trial. Do you understand that?

25 THE DEFENDANT: Yes, your Honor.

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1 THE COURT: Do you understand, sir, that by entering a

2 plea of guilty today, you are giving up each and every one of

3 the rights that I've described, that you are waiving those

4 rights, and that you will have no trial?

5 THE DEFENDANT: Yes, sir.

6 THE COURT: Do you understand that you can change your

7 mind right now and refuse to enter a plea of guilty?

8 THE DEFENDANT: Yes, sir.

9 THE COURT: You do not have to enter this plea if you

10 do not want to for any reason whatsoever. Do you understand

11 this fully, Mr. Cohen?

12 THE DEFENDANT: Yes, your Honor.

13 THE COURT: Now, Mr. Cohen, have you received a copy

14 of the information?

15 THE DEFENDANT: Yes, sir.

16 THE COURT: And have you read it?

17 THE DEFENDANT: I have, sir.

18 THE COURT: Did your attorney discuss the information

19 with you?

20 THE DEFENDANT: Yes, your Honor.

21 THE COURT: Do you waive my reading the information

22 word for word here in open court?

23 THE DEFENDANT: Yes, your Honor.

24 THE COURT: Do you understand that Counts One through

25 Five of the information charges you with evasion of personal

SOUTHERN DISTRICT REPORTERS, P.C.

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1 income tax for the calendar years 2012, 2013, 2014, 2015 and

2 2016 respectively in violation of Title 26 of the United States

3 Code, Section 7201. Do you understand that?

4 THE DEFENDANT: Yes, your Honor.

5 THE COURT: Do you understand, sir, that Count Six of

6 the information charges you with making false statements to a

7 financial institution in connection with a credit decision from

8 at least in or about February 2015 up to and including in or

9 about April 2016 in violation of Title 18 of the United States

10 Code, Section 1014. Do you understand that?

11 THE DEFENDANT: Yes, your Honor.

12 THE COURT: Do you understand, sir, that Count Seven

13 of the information charges you with willfully causing an

14 unlawful corporate contribution from at least in or about

15 June 2016 up to and including in or about October 2016 in

16 violation of Title 52 of the United States Code, Sections

17 30118(a) and 30109(d)(1)(A) and Title 18 of the United States

18 Code, Section 2(b). Do you understand that, sir?

19 THE DEFENDANT: Yes, your Honor.

20 THE COURT: Do you understand that Count Eight of the

21 information charges you with making an excessive campaign

22 contribution on or about October 27, 2016 in violation of Title

23 52 of the United States Code, Sections 30116(a)(1)(A),

24 30116(a)(7) and 30109(d)(1)(A) and Title 18 of the United

25 States Code, Section 2(b). Do you understand that?

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1 THE DEFENDANT: Yes, your Honor.

2 THE COURT: Now, do you understand, sir, that you have

3 a constitutional right to be charged by an indictment rather

4 than by an information?

5 THE DEFENDANT: I do, sir.

6 THE COURT: An indictment would be from a grand jury

7 and not like the information here, simply a charge by the

8 prosecutor. Do you understand, sir, that you have waived the

9 right to be charged by an indictment, and that you have

10 consented to being charged by an information of the government?

11 THE DEFENDANT: I understand, sir.

12 THE COURT: And do you waive this right voluntarily

13 and knowingly?

14 THE DEFENDANT: I do, your Honor.

15 THE COURT: Do you understand that if you did not

16 plead guilty, the government would be required to prove each

17 and every part or element of the charges in the information

18 beyond a reasonable doubt at trial?

19 THE DEFENDANT: Yes, sir.

20 THE COURT: Ms. Griswold, for the benefit of the Court

21 and the defendant, would you describe the essential elements of

22 the crimes charged in this information?

23 MS. GRISWOLD: Yes, your Honor.

24 Beginning with Counts One through Five, the tax

25 evasion counts, the elements are as follows:

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1 First, the existence of a substantial tax debt;

2 Second, willfulness of non-payment, meaning failure to

3 report was voluntary and intentional;

4 And, third, an affirmative act by the defendant

5 performed with intent to evade or defeat the calculation or

6 payment of the tax.

7 With respect to Count Six, the false statements to a

8 bank, there are four elements:

9 First, that the defendant made a false statement to a

10 lending institution;

11 Second, that the lending institution had its deposits

12 federally insured;

13 Third, that the defendant knew that the statements he

14 made were false;

15 Fourth, that the defendant made these statements for

16 the purpose of influencing in any way the action of that

17 lending institution such as to influence a loan application.

18 With respect to Count Seven, causing an unlawful

19 corporate contribution, there are five elements:

20 First, a corporation made a contribution or

21 expenditure in excess of $25,000;

22 Second, that the contribution or expenditure was made

23 directly to or in coordination with a candidate or campaign for

24 federal office;

25 Third, that the contribution or expenditure was made

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1 for the purpose of influencing an election;

2 Fourth, that the defendant caused the corporation to

3 make the contribution or expenditure by taking some action

4 without which the crime would not have occurred;

5 And, finally, that the defendant acted knowingly and

6 willfully.

7 With respect to Count Eight, making an excessive

8 campaign contribution, there are four elements:

9 First, an individual made a contribution or

10 expenditure in excess of $25,000 to a candidate or campaign;

11 Second, that the contribution was made directly or the

12 expenditure was made in cooperation, consultation or concert

13 with, or at the request or suggestion of a candidate or

14 campaign;

15 Third, it was made for the purpose of influencing

16 election;

17 And, fourth, it was done knowingly and willfully.

18 The government would also need to prove that venue was

19 proper in the Southern District of New York for all counts.

20 THE COURT: Thank you, Ms. Griswold.

21 Mr. Cohen, have you listened carefully to Assistant

22 United States Griswold as she has described the essential

23 elements of each of the crimes charged against you?

24 THE DEFENDANT: I have, your Honor.

25 THE COURT: And do you understand that if you did not

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1 plead guilty, the government would be required to prove each

2 and every part of those elements by competent evidence beyond a

3 reasonable doubt at trial in order to convict you?

4 THE DEFENDANT: Yes, sir.

5 THE COURT: Now, do you understand, sir, that the

6 maximum possible penalty for the charges in Counts One through

7 Five of evasion of personal income tax is a maximum term of

8 five years of imprisonment, followed by a maximum term of three

9 years of supervised release, together with a maximum fine of

10 $100,000 or twice the gross pecuniary gain derived from the

11 offense or twice the gross pecuniary loss to persons other than

12 yourself resulting from the offense, and a $100 mandatory

13 special assessment. Do you understand that?

14 THE DEFENDANT: Yes, sir.

15 THE COURT: Mr. Cohen, supervised release means that

16 you will be subject to monitoring when you're released from

17 prison, the monitoring to be under terms and conditions which

18 could lead to reimprisonment without a jury trial for all or

19 part of the term of supervised release without credit for time

20 previously served on post release supervision if you violate

21 the terms and conditions of supervised release. Do you

22 understand that?

23 THE DEFENDANT: I do, sir.

24 THE COURT: Do you understand, sir, that the maximum

25 possible penalty for the crime charged in Count Six of making

SOUTHERN DISTRICT REPORTERS, P.C.

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1 false statements to a financial institution is a maximum term

2 of 30 years of imprisonment, followed by a maximum term of five

3 years of supervised release, together with a maximum fine of

4 $1 million, and a $100 mandatory special assessment. Do you

5 understand that?

6 THE DEFENDANT: Yes, sir.

7 THE COURT: Do you understand, sir, that the maximum

8 possible penalty for the crime charged in Count Seven of

9 causing an unlawful corporate contribution carries a maximum

10 term of five years of imprisonment, together with a maximum

11 term of three years of supervised release, a maximum fine of

12 $250,000 or twice the gross pecuniary gain derived from the

13 offense or twice the gross pecuniary loss to persons other than

14 yourself resulting from the offense, and a $100 mandatory

15 special assessment. Do you understand that?

16 THE DEFENDANT: Yes, sir.

17 THE COURT: And do you understand that the maximum

18 possible penalty with respect to Count Eight charging you with

19 making an excessive campaign contribution is a maximum term of

20 five years of imprisonment, followed by a maximum term of three

21 years of supervised release, together with a maximum fine of

22 $250,000 or twice the gross pecuniary gain derived from the

23 offense or twice the gross pecuniary loss to persons other than

24 yourself resulting from the offense, and a $100 mandatory

25 special assessment. Do you understand that?

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1 THE DEFENDANT: Yes, sir.

2 THE COURT: Do you also understand that as part of

3 your sentence, that restitution will be required to any person

4 injured as a result of your criminal conduct?

5 THE DEFENDANT: Yes, your Honor.

6 THE COURT: Do you also understand, sir, that under

7 the terms of your plea agreement, you are agreeing to forfeit

8 any property or benefit that you received in connection with

9 the bank fraud charged in Count Six of the information?

10 MR. PETRILLO: Just for the record, your Honor, it's a

11 false statement to a bank rather than a bank fraud. Thank you.

12 THE COURT: Do you understand, sir, that you are

13 forfeiting any property derived as a result of that crime?

14 THE DEFENDANT: Yes, sir.

15 THE COURT: Now, you understand that you are pleading

16 guilty to different counts in the information. Do you

17 understand, sir, that you will be separately sentenced on each

18 of those counts?

19 THE DEFENDANT: I do.

20 THE COURT: And do you further understand that I may

21 order you to serve the sentences either concurrently or

22 consecutively, meaning either together or one after the other?

23 THE DEFENDANT: Yes, your Honor.

24 THE COURT: Do you understand, sir, that if I decide

25 to run the sentences consecutively, that your sentence could be

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1 a maximum total of 65 years of imprisonment?

2 THE DEFENDANT: Yes, sir.

3 THE COURT: Now, do you understand that if I accept

4 your guilty plea and adjudge you guilty, that adjudication may

5 deprive you of valuable civil rights, such as the right to

6 vote, the right to hold public office, the right to serve on a

7 jury or the right to possess any kind of firearm?

8 THE DEFENDANT: Yes, sir.

9 THE COURT: Now, have you discussed with your attorney

10 the Sentencing Guidelines?

11 THE DEFENDANT: Yes, your Honor.

12 THE COURT: And you understand, sir, that the

13 Sentencing Guidelines are advisory. And do you understand that

14 the Court will not be able to determine your sentence until

15 after a presentence report is completed by the probation

16 office, and you and the government have had a chance to

17 challenge any of the facts reported by the probation office?

18 THE DEFENDANT: Yes, sir.

19 THE COURT: And do you understand that if you are

20 sentenced to prison, parole has been abolished, and you will

21 not be released any earlier on parole?

22 THE DEFENDANT: Yes, your Honor.

23 THE COURT: Do you understand that if your attorney or

24 anyone else has attempted to estimate or predict what your

25 sentence will be, that their estimate or prediction could be

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1 wrong?

2 THE DEFENDANT: No estimate was given to me, your

3 Honor.

4 THE COURT: No one, Mr. Cohen, not even your attorney

5 or the government can, nor should, give you any assurance of

6 what your sentence will be. Your sentence cannot be determined

7 until after the probation office report is completed, and I've

8 ruled on any challenges to the report and determined what

9 sentence I believe is appropriate giving due regard to all the

10 factors in Section 3553(a). Do you understand that, sir?

11 THE DEFENDANT: I do, your Honor.

12 THE COURT: Do you also fully understand that even if

13 your sentence is different from what your attorney or anyone

14 else told you it might be or if it is different from what you

15 expect, that you will still be bound to your guilty plea, and

16 you will not be allowed to withdraw your plea of guilty?

17 THE DEFENDANT: I do, your Honor.

18 THE COURT: Now, I have been given this plea

19 agreement. Have you signed it?

20 THE DEFENDANT: I have, sir.

21 THE COURT: And did you read this agreement prior to

22 signing it?

23 THE DEFENDANT: I did, your Honor.

24 THE COURT: Did you discuss it with your attorneys

25 before you signed it?

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1 THE DEFENDANT: I did that as well, sir.

2 THE COURT: Did you fully understand this agreement at

3 the time that you signed it?

4 THE DEFENDANT: Yes, your Honor.

5 THE COURT: Does this agreement constitute your

6 complete and total understanding of the entire agreement among

7 the government, your attorneys and you?

8 THE DEFENDANT: Yes, sir.

9 THE COURT: Is everything about your plea and sentence

10 contained in this agreement?

11 THE DEFENDANT: Yes, sir.

12 THE COURT: Has anything been left out?

13 THE DEFENDANT: Not that I'm aware of, sir.

14 THE COURT: Has anyone offered you any inducements or

15 threatened you or forced you to plead guilty or to enter into

16 the plea agreement?

17 THE DEFENDANT: No, your Honor.

18 THE COURT: Do you understand that under the terms of

19 this plea agreement that you are giving up or waiving your

20 right to appeal or otherwise challenge your sentence if this

21 Court sentences you within or below the stipulated Sentencing

22 Guideline range of 46 to 63 months of imprisonment. Do you

23 understand that?

24 THE DEFENDANT: Yes, sir.

25 THE COURT: Do you understand, sir, that I'm

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1 completely free to disregard any position or recommendation by

2 your attorney or by the government as to what your sentence

3 should be, and that I have the ability to impose whatever

4 sentence I believe is appropriate under the circumstances, and

5 you will have no right to withdraw your plea?

6 THE DEFENDANT: I am, sir.

7 THE COURT: Mr. Petrillo, do you know of any valid

8 defense that would prevail at trial or do you know of any

9 reason why your client should not be permitted to plead guilty?

10 MR. PETRILLO: I do not, your Honor.

11 THE COURT: Mr. Petrillo, is there an adequate factual

12 basis to support this plea of guilty?

13 MR. PETRILLO: There is, your Honor.

14 THE COURT: Ms. Griswold, is there an adequate factual

15 basis to support this plea of guilty?

16 MS. GRISWOLD: There is, your Honor.

17 THE COURT: Mr. Cohen, would you please tell me what

18 you did in connection with each of the crimes to which you are

19 entering a plea of guilty.

20 THE DEFENDANT: Yes, your Honor. May I stand?

21 THE COURT: You may.

22 THE DEFENDANT: Thank you, sir.

23 Your Honor, I also just jotted down some notes so that

24 I can keep my focus and address this Court in proper fashion.

25 As to Counts One through Five, in the tax years of

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1 2012 to 2016, I evaded paying substantial taxes on certain

2 income received that I knew was not reflected on the return and

3 that I caused to be filed. The income intentionally not

4 included was received by me in the Southern District of New

5 York.

6 As to Count Six, on or about February of 2016, in

7 order to be approved for a HELOC, a home equity line of credit,

8 I reviewed an application form that did not accurately describe

9 the full extent of my liabilities. I did not correct the

10 inaccurate information on the form. I signed it knowing that

11 it would be submitted to the bank as part of their HELOC

12 application process. The bank was federally insured and is

13 located in Manhattan.

14 As to Count Seven --

15 THE COURT: Did you know that those statements were

16 false when you made them?

17 THE DEFENDANT: They were omitted, your Honor, as

18 opposed to being false.

19 THE COURT: Well, you knew it was false; that it

20 falsely depicted your financial condition, didn't you?

21 THE DEFENDANT: Yes, your Honor.

22 THE COURT: And you omitted those statements, did you

23 not, for the purpose of influencing action by a financial

24 institution?

25 THE DEFENDANT: Yes, your Honor.

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1 THE COURT: All right. You may proceed.

2 THE DEFENDANT: Thank you, sir.

3 As to Count No. Seven, on or about the summer of 2016,

4 in coordination with, and at the direction of, a candidate for

5 federal office, I and the CEO of a media company at the request

6 of the candidate worked together to keep an individual with

7 information that would be harmful to the candidate and to the

8 campaign from publicly disclosing this information. After a

9 number of discussions, we eventually accomplished the goal by

10 the media company entering into a contract with the individual

11 under which she received compensation of $150,000. I

12 participated in this conduct, which on my part took place in

13 Manhattan, for the principal purpose of influencing the

14 election.

15 Your Honor, as to Count No. Eight, on or about October

16 of 2016, in coordination with, and at the direction of, the

17 same candidate, I arranged to make a payment to a second

18 individual with information that would be harmful to the

19 candidate and to the campaign to keep the individual from

20 disclosing the information. To accomplish this, I used a

21 company that was under my control to make a payment in the sum

22 of $130,000. The monies I advanced through my company were

23 later repaid to me by the candidate. I participated in this

24 conduct, which on my part took place in Manhattan, for the

25 principal purpose of influencing the election.

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1 THE COURT: Mr. Cohen, when you took all of these acts

2 that you've described, did you know that what you were doing

3 was wrong and illegal?

4 THE DEFENDANT: Yes, your Honor.

5 THE COURT: All right. You may be seated for the

6 moment.

7 THE DEFENDANT: Thank you, sir.

8 THE COURT: Would the government please summarize its

9 evidence against the defendant.

10 MS. GRISWOLD: Yes, your Honor.

11 I will go first with the evidence as to the tax

12 evasion charged in Counts One through Five.

13 As the defendant allocuted, we would prove at trial

14 that between the tax years 2012 and 2016, Mr. Cohen knowingly

15 and willfully failed to report more than $4 million on his

16 personal income tax returns for the purpose of evading taxes.

17 We would prove this through the following categories of

18 evidence:

19 Mr. Cohen's personal income tax returns for 2012

20 through 2016 on which he declared under the penalty of perjury

21 that the amount of income he disclosed was accurate, testimony

22 from IRS agents and employees, testimony and documentary

23 evidence, including emails and text messages from individuals

24 who paid income to Mr. Cohen, and testimony of individuals

25 involved in the preparation of Mr. Cohen's taxes, and email

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1 communications between those individuals and Mr. Cohen.

2 With respect to our evidence on Count Six, as the

3 defendant allocuted, we would prove at trial that in connection

4 with an application for a home equity line of credit, the

5 defendant made false statements to a bank about his true

6 financial condition, including about debts for which he was

7 personally liable and about his cash flow.

8 We would prove this through the following categories

9 of evidence:

10 Bank records, including the home equity line of credit

11 application that Mr. Cohen signed and submitted to the bank, as

12 well as other financial information that Mr. Cohen provided to

13 the bank about his liabilities or lack thereof, testimony from

14 certain bank employees, and email communications between

15 Mr. Cohen and the bank.

16 With respect to Counts Seven and Eight, as the

17 defendant allocuted, and as detailed in the information filed

18 today, the government would prove that the defendant caused an

19 illegal corporate contribution of $150,000 to be made in

20 coordination with a candidate or campaign for federal office,

21 and also that Mr. Cohen made an excessive contribution of

22 $130,000 in coordination with the campaign or candidate for

23 purposes of influencing the election.

24 The proof on these counts at trial would establish

25 that these payments were made in order to ensure that each

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1 recipient of the payments did not publicize their stories of

2 alleged affairs with the candidate. This evidence would

3 include:

4 Records obtained from an April 9, 2018 series of

5 search warrants on Mr. Cohen's premises, including hard copy

6 documents, seized electronic devices, and audio recordings made

7 by Mr. Cohen.

8 We would also offer text messages, messages sent over

9 encrypted applications, phone records, and emails.

10 We would also submit various records produced to us

11 via subpoena, including records from the corporation referenced

12 in the information as Corporation One and records from the

13 media company also referenced in the information.

14 Finally, we would offer testimony of witnesses,

15 including witnesses involved in the transactions in question

16 who communicated with the defendant.

17 THE COURT: Thank you, Ms. Griswold.

18 Mr. Cohen, if you would stand at this time.

19 Mr. Cohen, how do you now plead to the charge in Count

20 One of evasion of personal income tax for the calendar year

21 2012? Guilty or not guilty.

22 THE DEFENDANT: Guilty, your Honor.

23 THE COURT: And how do you plead to the charge in

24 Count Two of the information of evasion of personal income tax

25 for the year 2013? Guilty or not guilty.

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1 THE DEFENDANT: Guilty, your Honor.

2 THE COURT: How do you plead to the charge in Count

3 Three of evasion of personal income tax for the year 2014?

4 Guilty or not guilty.

5 THE DEFENDANT: Guilty, your Honor.

6 THE COURT: How do you plead to the charge in Count

7 Four of evasion of personal income tax for the calendar year

8 2015? Guilty or not guilty.

9 THE DEFENDANT: Guilty, your Honor.

10 THE COURT: How do you plead to the charge in Count

11 Five of evasion of personal income tax for the calendar year

12 2016? Guilty or not guilty.

13 THE DEFENDANT: Guilty, your Honor.

14 THE COURT: How do you plead to the charge in Count

15 Six of the information of making false statements to a

16 financial institution in connection with a credit decision?

17 Guilty or not guilty.

18 THE DEFENDANT: Guilty, your Honor.

19 THE COURT: How do you plead to the charge in Count

20 Seven of the information of willfully causing an unlawful

21 corporate contribution? Guilty or not guilty.

22 THE DEFENDANT: Guilty, your Honor.

23 THE COURT: And, finally, how do you plead to the

24 charge in Count Eight of the information of making an excessive

25 campaign contribution? Guilty or not guilty.

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1 THE DEFENDANT: Guilty, your Honor.

2 THE COURT: Mr. Cohen, are you pleading guilty to each

3 of these counts because you are guilty?

4 THE DEFENDANT: Yes, your Honor.

5 THE COURT: Are you pleading guilty voluntarily and of

6 your own free will?

7 THE DEFENDANT: Yes, sir.

8 THE COURT: Mr. Petrillo, do you wish me to make any

9 further inquiries of your client?

10 MR. PETRILLO: No, your Honor. Thank you.

11 THE COURT: Ms. Griswold, does the government wish me

12 to make any further inquiries of the defendant?

13 MS. GRISWOLD: No, your Honor.

14 THE COURT: All right. Mr. Cohen, because you

15 acknowledge that you are guilty as charged in the information,

16 and because I find you know your rights and are waiving them

17 knowingly and voluntarily, and because I find your plea is

18 entered knowingly and voluntarily and is supported by an

19 independent basis in fact containing each of the essential

20 elements of the crimes, I accept your guilty plea and adjudge

21 you guilty of the eight offenses to which you have just pleaded

22 as charged in the information.

23 You may be seated.

24 THE DEFENDANT: Thank you, sir.

25 THE COURT: Now, the U.S. Probation Office will next

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1 prepare a presentence report to assist me in sentencing you.

2 You will be interviewed by the probation office. It is

3 important that the information you give the probation officer

4 be truthful and accurate because the report is important in my

5 decision as to what your sentence will be.

6 You and your attorneys have a right and will have an

7 opportunity to examine the report, challenge or comment upon

8 it, and to speak on your behalf before sentencing.

9 I am going to set this matter down for sentencing on

10 December 12 at 11:00 a.m.

11 Now, what is the bail status of the defendant?

12 MS. GRISWOLD: Bail needs to be set, your Honor, and

13 we have a proposed joint package for your consideration.

14 THE COURT: All right. That package was presented,

15 but why don't you put it forth on the record.

16 MS. GRISWOLD: Certainly, your Honor.

17 A 500,000 personal recognizance bond cosigned by two

18 financially responsible individuals -- I'm sorry, your Honor --

19 cosigned by the defendant's wife and a second person who will

20 be interviewed by the U.S. Attorney's Office and qualified as a

21 financially responsible person;

22 The defendant is to be released today on his own

23 signature with the other two signatures within one week, which

24 would be August 28;

25 The defendant is to surrender any and all firearms and

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1 ammunition within 24 hours to law enforcement;

2 Travel restricted to the Southern and Eastern

3 Districts of New York, the Northern District of Illinois, the

4 Southern District of Florida, and Washington D.C., surrender of

5 the defendant's passport to his counsel and no new applications

6 for travel documents.

7 THE COURT: All right. Is that the proposed package,

8 Mr. Petrillo?

9 MR. PETRILLO: May I have a moment, your Honor?

10 THE COURT: Yes.

11 (Counsel confer)

12 MR. PETRILLO: Nothing else, your Honor. Thank you.

13 THE COURT: I will note in the submission that was

14 sent to me shortly before the proceeding, there was a provision

15 for pretrial to approve travel without Court approval to other

16 locations. I am not going to authorize that. Any additional

17 requests for travel are to be submitted to me for my approval

18 before the defendant is to travel anywhere other than the

19 places provided for on the record here.

20 MR. PETRILLO: Understood, your Honor.

21 THE COURT: All right. So I've set the date for

22 sentencing.

23 I'm going to direct the government to promptly prepare

24 a prosecution case summary for submission to the probation

25 department.

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1 And, Mr. Petrillo, I'm going to direct you to arrange

2 promptly for an interview with the probation department so that

3 the preparation of the presentence report can proceed.

4 Now, Mr. Cohen, have you listened closely to these

5 conditions that have been fixed for your release?

6 THE DEFENDANT: I have, your Honor.

7 THE COURT: All right. And do you understand, sir,

8 that those conditions are going to apply now until the time

9 that you are sentenced, and that any violation of those

10 conditions could be severe?

11 THE DEFENDANT: Yes, sir.

12 THE COURT: And do you understand that if you fail to

13 appear for sentencing on the day and time set, that that could

14 subject you to prosecution for another crime separate and apart

15 from the crimes that are charged here?

16 THE DEFENDANT: I'm aware, your Honor.

17 THE COURT: Very well. Then I fully expect to see you

18 on December 12.

19 THE DEFENDANT: Of course, sir.

20 THE COURT: Anything further from the government?

21 MS. GRISWOLD: No, your Honor. Thank you.

22 THE COURT: Anything further from the defense?

23 MR. PETRILLO: No, your Honor. Thank you.

24 THE COURT: Very well. This matter is concluded.

25 Have a good afternoon. (Adjourned)

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 EFiled: Sep 19 2019 11:23AM EDT
Transaction ID 64221876
Case No. 2019-0755-

EXHIBIT E
 EFiled: Sep 19 2019 11:23AM EDT
SUPPLEMENTAL INFORMATION PURSUANT TO RULE 3(A)
Transaction ID 64221876
OF THE RULES OF THE COURT OF CHANCERY
Case No. 2019-0755-
The information contained herein is for the use by the Court for statistical and administrative purposes
only. Nothing stated herein shall be deemed an admission by or binding upon any party.

1. Caption of Case:
Kathleen Jennings, Attorney General of the State of Delaware, Plaintiff, v. Essential Consultants LLC, a
Delaware limited liability company, and Resolution Consultants LLC, a Delaware limited liability
company, Defendants.

2. Date Filed: September 19, 2019

3. Name and address of counsel for plaintiff(s):

Lawrence Lewis, Deputy Attorney General ( #2539), Delaware Department of Justice, Carvel State
Office Building, 820 N French Street Wilmington, DE 19801

4. Short statement and nature of claim asserted:

Verified Complaint to Cancel Certificate of Formation

5. Substantive field of law involved (check one):

____Administrative law ____Labor law ____Trusts, Wills and Estates
____Commercial law ____Real Property ____Consent trust petitions
____Constitutional law ____348 Deed Restriction ____Partition
____Corporation law ____Zoning ____Rapid Arbitration (Rules 96,97)
____Trade secrets/trade mark/or other intellectual property __x__Other

6. Related cases, including any Register of Wills matters (this requires copies of all documents in this matter to
be filed with the Register of Wills):
None

7. Basis of court’s jurisdiction (including the citation of any statute(s) conferring jurisdiction):
6. Del C. § 18-112

8. If the complaint seeks preliminary equitable relief, state the specific preliminary relief sought.
Not applicable

9. If the complaint seeks a TRO, summary proceedings, a Preliminary Injunction, or Expedited Proceedings,
check here ___. (If #9 is checked, a Motion to Expedite must accompany the transaction.)

10. If the complaint is one that in the opinion of counsel should not be assigned to a Master in the first
instance, check here and attach a statement of good cause. ____

/s/ Lawrence Lewis (# 2539)

Signature of Attorney of Record & Bar ID
EFiled: Sep 19 2019 11:23AM EDT
Transaction ID 64221876
Case No. 2019-0755-