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In Re: Button Holdings, Inc., File Docket: 25-003-L
Respondent Order No: 169-SL-2
: Date Decided: 1/14/26
Date Mailed; 1/30/26
Before; Michael A. Schwartz, Chair
David L. Reddecliff, Vice Chair
Paul E. Parsells
Robert P. Caruso
FACSIMILE: 717-787-0806
WEBSITE: www.ethics,pa.gov
This case is before the State Ethics Commission ("Commission") on a Motion for
Reconsideration filed by Respondent Button Holdings, Inc. ("Respondent") pursuant to Section
13A08(g) of Pennsylvania's lobbying disclosure law, 65 Pa.C.S. § 13A08(g)r (hereinafter referred
to as the "Lobbying Disclosure Law"), and Section 1108(f) of the Public Official and Employee
Ethics Act ("Ethics Act") 65 Pa.C.S. § 1108(f).z
L HISTORY:
This case was initiated when the Investigative Division of the Commission commenced
enforcement proceedings against Respondent for failing to comply with its reporting
responsibilities under the Lobbying Disclosure Law. To that end, on February 12, 2025, the
Investigative Division sent notice to Respondent's email address on file that Respondent was
facing enforcement proceedings for failing to file either a quarterly expense report or a statement
of failure to meet the reporting threshold for the fourth quarter of 2024. This email gave
'Section 13A08(g) of the Lobbying Disclosure Law provides:
§ 13A08. Administration.
(g) Investigation and hearings.- -The commission, through its executive director, may initiate an
investigation and hold a hearing concerning an alleged violation of this chapter by a lobbyist or principal in
accordance with sections 1107 (relating to powers and duties of commission) and i t 08 (relating to investigations
by commission.
z Section 1108(f) of the Ethics Act provides as follows:
§ 1108. Investigations by commission
(f) Final Order.- -Within 30 days of the receipt by the commission of the hearing record, or, if no hearing
is to be held, within 30 days of the receipt by the commission of the response to the finings report, the commission
shall issue an order which shall be final. Upon receipt of a final order, the subject shall have the right to file
a petition for reconsideration in accordance with the regulations of the commission. (Emphasis added).
Button Holdings, Inc., 25-003-L
Page 2
Respondent thirty days to respond; however, no such response was received.
On March 10, 2025, the Investigative Division sent a Warning Notice via United States
Postal Service ("USPS") certified mail to Respondent setting forth the nature of Respondent's
alleged noncompliance and informing Respondent of the potential administrative and criminal
penalties for failing to file a fourth quarter 2024 expense report or in the alternative, a notice of
failure to meet the reporting threshold for the fourth quarter of 2024.
Respondent received the Warning Notice on March 17, 2025, as evidenced by the signature
of "Ed Button" on USPS certified mail receipt no, 7022 3330 0001 3755 6975. Respondent did
not respond to the Warning Notice or file the appropriate expense report with the Department of
State within thirty days as required. The Commission deemed Respondent in default for failing to
respond to the March 17, 2025, Warning Notice within thirty days.
On July 23, 2025, the Commission issued default Adjudication and Order No. 169-SL
finding Respondent in noncompliance with the Lobbying Disclosure Law for negligently failing
to timely file with the Department of State either a quarterly expense report or a statement of failure
to meet the reporting threshold for the fourth quarter of 2024. In accordance with Section
13A09(c)(1) of the Lobbying Disclosure Law,' the Commission imposed the maximum penalty of
$32,300.00, noting that there were no noteworthy mitigating factors to consider because
Respondent failed to respond to the Warning Notice.
On August 12, 2025, Respondent filed a Motion for Reconsideration seeking
reconsideration of the Commission's July 23, 2025, default Adjudication and Order No. 169-SL
on the basis that a clerical error resulted in the failure to file in that Respondent completed the
fourth quarter 2024 expense report on the computer but neglected to hit "send" to the Department
of State. Respondent further claimed that the Investigative Division's February 12, 2025, email
went undiscovered in Respondent's junk email until after receipt of the Commission Adjudication
and Order.
The Investigative Division filed a timely reply to the Motion for Reconsideration attaching
'Section 13A09(c)(1) of the Lobby Disclosure Law provides as follows:
§ 13A09. Penalties.
(c) Negligent failure to register or report.- -
(1) Negligent failure to register or report as required by this chapter is punishable by an administrative
penalty not exceeding the following:
(i) For the first ten late days, $50 for each late day.
(ii) For each late day after the first I0 late days through the 20`' late day, $100 for each late
day.
(iii) For each late day after the first 20 late days, $200 for each late day.
Button Holdings, Inc., 25-003-L
Page 3
a copy of certified mail receipt no. 7022 3330 0001 3755 6975 which contained the signature of
"Ed Button" as proof of delivery and receipt of the Warning Notice by Respondent. Subsequently,
Respondent filed a reply claiming that the signature on the certified mail receipt was signed by
someone other than Ed Button and through "internal inadvertence" the certified mailing never
made its way to Mr. Button's desk.
By Order dated August 19, 2025, the Commission issued Order No. 169-SL-R granting the
Motion for Reconsideration to retain jurisdiction and to consider arguments as to whether there
had been a material error of law or fact or whether new facts or evidence previously undiscoverable
were provided that would lead to reversal or modification of the order.
The Commission scheduled this matter for a hearing to be held on September 18, 2025, to
receive testimonial and documentary evidence as to whether Respondent could prove excusable
neglect as to the receipt of the Warning Notice, and if excusable neglect is shown, then what, if
any, mitigating factors exist to justify a lesser financial penalty than previously imposed. The
parties later agreed to submit the case on deposition testimony and briefs. The depositions of two
witnesses, Edward R. Button and Kathleen Button, were completed on September 12, 2025, and
the parties submitted the transcripts, as well as briefs in support of their respective positions on
November 14, 2025.
The Commission deliberated on this matter at its January 14, 2026, meeting and now issues
this Adjudication which sets forth the Discussion and Order in final resolution of this matter.
11. DISCUSSION:
Section 21.29 of the Commission Regulations provides, in pertinent part, as follows:
§ 21.29 Finality; reconsideration,
(b) Any party may ask the Commission to reconsider an order
or an opinion within 30 days of service of the order or opinion. The
requestor shall present a detailed explanation setting for the reason why the
order or opinion should be reconsidered.
(e) Reconsideration may be granted at the discretion of the
Commission if:
(1) A material error of law has been made.
(2) A material error of fact has been made
(3) New facts or evidence are provided which would lead to a
Button Holdings, Inc., 25-003-L
Page 4
reversal or modification of the order or opinion and if these
could not be or were not discovered by the exercise of due
diligence.
51 Pa. Code § 21.29(b), (e).
In requesting reconsideration, Respondent proffers the following arguments and
considerations: (1) Respondent operated under the belief that the fourth quarter 2024 expense
report had been filed only to later learn that it was still in his "draft" email folder; (2) Respondent
immediately remedied the delinquent filing as soon as he received the Commission's July 23,
2025, Adjudication and Order; (3) Respondent had no reportable lobbying expenses for the fourth
quarter of 2024; (4) Although his grandmother signed his name to the USPS certified mailing, the
mailing never reached him; (5) The email sent to him by the Investigative Division went unnoticed
into his "junk" email folder; (6) This is Respondent's first instance of any registration or reporting
violations, notification of any delinquencies, or proceedings initiated against Respondent; and (7)
given the foregoing considerations, this case is akin to Penn Film Group, LLC v. Commonwealth
of Pennsylvania, State Ethics Commission, 297 A.3d 455 (Pa. Cnxwlth. 2023) (unpublished
memorandum),
The Investigative Division, in opposing reconsideration, contends that (1) there has been
no suggestion by Respondent of a material error of fact or law that would justify reconsideration;
(2) Respondent admitted that Kathleen Button ("K, Button"), with the proper authorization, signed
for the certified mailing of the Warning Notice and likely placed it in Edward Button's ("E.
Button") mail bin or on his desk as she generally does with all mail addressed to him; (3) E. Button
admitted that he completed the fourth quarter expense report for 2024 but neglected to "...check
two boxes and hit send"; (4) Respondent has failed to meet the standard of showing new facts or
evidence that could not have been discovered through the exercise of due diligence; (5) the
Investigative Division sent the Warning Notices to the mailing address and email address provided
by Respondent when he registered as a lobbying principal; and (6) by failing to respond in any
way to the notices sent to it, Respondent lost its opportunity to present mitigating evidence in
accordance with Penn Film Group,
We first note that we need not resolve the issue underlying the Warning Notice, i.e.,
whether Respondent timely filed the fourth quarter 2024 expense report. E. Button, president of
Respondent, admitted that he did not file the necessary expense report. Instead, he completed
nearly the entire filing online but neglected to "...check two boxes and hit send" and then left it
sitting in his "draft" folder for at least the next six months. (E. Button Dep. 15:2-10). It was only
after he received the Commission's default Adjudication and Order that Respondent's 2024 fourth
quarter expense report was filed. Thus, it is undisputed that Respondent failed to timely file its
fourth quarter 2024 expense report.
In initially granting reconsideration, we did so for the purpose of considering arguments
and evidence as to whether there has been a material error of law or fact or whether new facts or
evidence previously undiscoverable are provided to lead to reversal or modification of Order No.
Button Holdings, Inc., 25-003-L
Page 5
169-SL. Respondent has not alleged or established that a material error of law has occurred. No
material error of fact has been established either. However, there has been some new evidence
presented that although it would not lead to a reversal of the default order, this mitigating evidence
would cause this Commission to reconsider the administrative penalty.
In determining an appropriate administrative penalty, the Regulations promulgated under
the Lobbying Disclosure Law provide that the Commission may consider the following when
imposing a civil penalty on a delinquent filer:
§ 63.6(3) Administrative penalties for Iate or deficient filings.
(3) In determining whether to impose an administrative penalty that is less than $50-
per-day, the Commission may consider factors including the following:
(i) Whether the respondent contacted the Commission or took any meaningful
measures to attempt to remedy the delinquency, deficiency or false
statement.
(ii) Whether the respondent has raised any justifiable excuse such as, for
example, the following:
(A) The unavailability of records due to loss, theft or destruction through
no fault of the respondent.
(B) Incapacitating physical or mental illness, hospitalization, accident
involvement, or death of a person required to register or report, a
person whose participation is essential to the filing, or a member of
the immediate family of the person.
(iii) Whether the record establishes that the matter involved the first instance
that the respondent was subject to the registration/reporting requirements of
the act.
(iv) Whether Commission records indicate that the Commission has previously
notified the respondent, in writing, of other delinquent, deficient, or false
registration statements or reports.
(v) Whether proceedings have previously been initiated against the respondent
under the act, either by the Commission or by the Office of Attorney
General.
(vi) Whether there are any other factors that should be considered as aggravating
or mitigating factors in the case.
51 Pa. Code § 63.6(3).
First and foremost, we are not convinced that Respondent did not receive the Warning
Notice via both email and USPS certified mail. E. Button admitted that the email address to which
the notice was sent was accurate and provided by him during the lobbying registration process. (E.
Button Dep. 17:3-13). The allegation that it went to an wunonitored "junk" email folder is not the
Investigative Division's fault, but rather, the responsibility of E. Button. (E. Button Dep. 8:12-
Batton Holdings, Inc., 25-003-L
Page 6
9:23). Similarly, the unavoidable fact remains that the USPS certified mailing receipt contains the
authorized signature of "Ed Button" which shows that the Warning Notice was mailed and
received by Respondent at the proper address.
Regardless of whether Respondent did or did not receive the Warning Notice letter and
email, it is our view that significant mitigating circumstances have been presented and in the
interests of justice should be considered by this Commission. To that end, Respondent presented
the testimony of E. Button who explained that he thought that he had completed and filed the
fourth quarter 2024 expense report only to later discover it still in his "draft" folder. (E. Button
Dep. 14:18-15:11). E. Button immediately remedied the delinquency as soon as he became aware
of it when he received Commission Adjudication and Order No. 169-SL. (E, Button Dep, 14:07-
17). Another mitigating consideration is the fact that Respondent had no reportable lobbying
expenses for the fourth quarter of 2024. (E. Button Dep. 15:12-23). It is obvious that Respondent's
failure to timely file its expense report was an oversight and not an attempt to subvert the purpose
of the Lobbying Disclosure Law by concealing lobbying expenses.
Although we are not convinced that Respondent did not receive the Warning Notice, the
Commission will consider the factors surrounding the receipt of the email in a "junk" email folder
and the certified mailing as mitigating factors in this case. K, Button explained that she was
responsible for picking up Respondent's mail and has authorization to sign E. Button's name. (K.
Button Dep, 8:15-11:17), Although she believed that she followed the procedure of placing the
certified mailing in E. Button's mail bin, E. Button claimed that he never received the mailing and
has not been able to locate it to this day. (K. Button Dep. 11:08-11:17; E, Button Dep. 13:24-14:6).
Additional mitigating circumstances include that this is Respondent's first instance of any
reporting or registration violations, notification deficiencies, or proceedings against Respondent,
all of which were considered when deciding an appropriate penalty in this case.
Taking these mitigating factors into consideration when deciding an appropriate penalty in
no way condones Respondent's failure to comply with its reporting obligations under the Lobbying
Disclosure Law. The purpose of the Lobbying Disclosure Law is aptly described in its Statement
of Intent as follows:
The ability of the people to exercise their fundamental authority and to have
confidence in the integrity of the processes by which laws are made and enforced
in this Commonwealth demands that the identity and scope of activity of those who
are paid to influence the actions of the General Assembly and the Executive
Department be publicly and regularly disclosed.
65 Pa.C.S. § 13A02. Respondent's lack of action undermined the purpose of the reporting
requirements of the Lobby Disclosure Law.
For the foregoing reasons, we are compelled to modify, but not eliminate, the
administrative penalty imposed by Order No. 169-SL. Based upon the facts and circumstances
Button Holdings, Inc., 25-003-L
Page 7
presented by both parties, as well as the Commonwealth Court's opinion in Perm Film Group, LLC
v. Commonwealth of Pennsylvania,.State Ethics Commission, 297 A.3d 455 (Pa. Cmwlth. 2023)
(unpublished memorandum), this Commission affirms the default judgment of Order No. 169-SL
but modifies the administrative penalty to the amount of $7,000.00.
In Re: Britton Holdings, Inc. : Pile Docket: 25-003-L
Respondent Date Decided: 1/14/26
Date Mailed: 1 /30/26
ORDER NO. 169-SL-2
Order No. 169-SL is affirmed with respect to the determination that Button Holdings, Inc.,
in its capacity as a principal registered with the Pennsylvania Department of State
("Department of State") under principal registration number "P69542," violated Section
13A05 of Pennsylvania's lobbying disclosure law ("Lobbying Disclosure Law"), 65
Pa. C. S. § 13A05, when it failed to timely file with the Department of State either a quarterly
expense report or statement of failure to meet the reporting threshold for the fourth quarter
of 2024.
2. The violations of the Lobbying Disclosure Law outlined in paragraph 1 immediately above
are deemed to be negligent in nature.
Pursuant to Section 13A09(c) of the Lobbying Disclosure Law, 65 Pa.C.S. § 13A09(c),
and Section 63.6(3) of the Regulations, 51 Pa.C.S. § 63.6(3), and based upon the mitigating
evidence presented by Respondent, this Commission hereby modifies the administrative
penalty imposed in Order No. 169-SL to the total amount of $7,000.00.
4. Button Holdings, Inc., is ordered to pay the aforesaid administrative penalty in the total
amount of $7,000.00, by no later than the thirtieth (30"') day after the mailing date of this
Order, by utilizing the Commission's electronic payment system or by forwarding to this
Commission a certified check or money order in the amount of $7,000.00 made payable to
the Commonwealth of Pennsylvania, for deposit in the State Treasury.
5. Noncompliance with Paragraph 4 of this Order will result in the Commission initiating
appropriate enforcement action(s).
BY THE COMMISSION,
chael A. Schwartz, Chair