Ognibene v. Parkes

Appellants seek declaratory and injunctive relief, alleging that recently-enacted amendments to the New York City Administrative Code, commonly known as the “pay-to-play” rules, violate the First Amendment to the U.S. Constitution by unduly burdening protected political *178speech and association, the Fourteenth Amendment by denying equal protection of the laws, and the Voting Rights Act, 42 U.S.C. § 1973.3 The challenged provisions (1) reduce below the generally-applicable campaign contribution limits the amounts that people who have business dealings with the City, including lobbyists, can contribute to political campaigns, N.Y.C. Admin. Code § 3-703(l-a) (for candidates who participate in the City’s optional public financing program, set forth in N.Y.C. Admin. Code § 3-703 (“participating candidates”)), 3-719(2)(b) (for candidates who do not participate in this program (“nonparticipating candidates”)); (2) deny matching funds for contributions by people who have business dealings with the City and certain people associated with lobbyists, N.Y.C. Admin. Code §§ 3-702(3), 3-703(l-a); and (3) extend the existing prohibition on corporate contributions to partnerships, LLCs, and LLPs, N.Y.C. Admin. Code §§ 3-703(l)(Z) (for participating candidates), 3-719(2)(b) (for non-participating candidates). Appellants argue, inter alia, that the lack of evidence of actual pay-to-play corruption in City politics means that there is no legitimate interest to be protected; that the regular contribution limits already in place sufficiently address any possible interest in reducing actual or perceived corruption; and that Citizens United v. Federal Election Commission, — U.S.—, 130 S.Ct. 876, 175 L.Ed.2d 753 (2010), prohibits all contribution limits based on the source’s identity. The district court rejected appellants’ arguments and dismissed the claims on summary judgment.4 We affirm as to all three provisions, finding that the laws are closely drawn to address the significant governmental interest in reducing corruption or the appearance therecf.

I. Facts

In 1988, after a recent wave of local scandals, the New York City Council passed the Campaign Finance Act (“CFA”), establishing the Campaign Finance Program (“Program”). (A-819.) The Campaign Finance Board (“Board”) administers the Program and provides public matching funds to candidates running for the three citywide offices of May- or, Comptroller, and Public Advocate; the five offices of Borough President; and the fifty-two offices of the City Council. The CFA imposes certain obligations on all candidates, including the filing of financial disclosure statements reporting contributions and expenditures, limitations on the amount of contributions from any single donor, and the obligation to respond to the Board’s requests to verify compliance with the Program. N.Y.C. Admin. Code § 3-701, et seq. The CFA also limits per-person contributions for all covered elections in a single calendar year to $4,950 for Mayor, Comptroller, or Public Advocate; $3,850 for Borough President; and $2,750 for City Council.5 Id. § 3-703(l)(f).

Additionally, candidates who seek to participate in the public financing system must agree to limitations on the total amount of money the campaign spends promoting the candidate’s nomination or *179election. A participating candidate’s campaign receives public matching funds for all eligible individual private contributions from New York City residents of up to $175 at a rate of six dollars in public funds for every one dollar in private contributions. Id. §§ 3-703, 3-705(1), (2). Contributions from organizations, however, including unions and Political Action Committees (“PACs”), are not eligible for matching. Id. § 3-702(3).

In 1998, the New York City Charter Revisions Commission (“Commission”) sought to resolve problems that the existing law did not address. (A-314-A-316.) It proposed, and the City’s voters passed by referendum, a Charter amendment that directed the Board to prohibit corporate contributions for all participating candidates; required these candidates to disclose contributions from individuals and organizations doing business with the City; and directed the Board to promulgate rules fleshing out these “doing business” limitations. N.Y.C. Charter §§ 1052(a)(ll), (a)(12)(a). In its recommendation, the Commission identified concerns about contractor and lobbyist contributions, but noted the lack of evidence that such contributions had actually influenced the award of a particular contract or passage of a bill. Report of the New York City Charter Revision Commission 12-13 (Aug. 20, 1998) (“1998 Commission Report”). Nevertheless, the Commission concluded that there was “no doubt that these contributions have a negative impact on the public because they promote the perception that one must ‘pay to play.’” Id. at 19. The City Council later enacted a separate ban on corporate contributions to all candidates, including non-participating candidates. N.Y.C. Admin. Code § 3-703(l)(O.

In 2006, after several public hearings and studies, the Board reported that over twenty percent of the contributions in the 2001 and 2005 election cycles were from individuals and entities doing business with the City, who comprised less than six percent of contributors, and that large contributions were more likely than small contributions to come from such donors. N.Y.C. Campaign Fin. Bd., Interim Report on “Doing Business” Contributions 12, 13 (June 19, 2006) (“Interim Report”). In addition, incumbents—considered to have greater influence on city decisions—were more likely to receive these large donations than challengers. N.Y.C. Campaign Fin. Bd., Public Dollars for the Public Good: A Report on the 2005 Elections 122 (2006) (“2005 Election Report”). In order to improve the CFA, the Board recommended banning all organizational contributions (including partnerships, LLCs, PACs, and unions) and regulating contributions by individuals and entities doing business with the City. 2005 Election Report, 120,122.

That year, the City passed Local Laws 15 and 17, which created a mandatory electronic filing system for lobbyists; required full lobbyist disclosure of all fund-raising and consulting activities; banned all gifts from lobbyists to City Officials; and excluded contributions from lobbyists and the individuals identified on their statements of registration from the definition of “matchable contribution.” N.Y.C. Admin. Code §§ 3-213, 3-216.1, 3-225, 3-702(3)(g). This latter category of exclusions includes the lobbyist’s spouse or domestic partner and, if the lobbyist is an organization, any officer or employee who engages in lobbying activity, as well as his or her spouse or domestic partner.

In 2007, the City Council voted 44-4 to pass Local Law 34, requiring disclosure of, and restricting contributions from, individuals and entities who have business dealings with the City, as defined in the CFA. *180The law lowers these donors’ contribution limits approximately twelve-fold, to $400 (from the generally-applicable level of $4,950) for the three City-wide offices; to $320 (from $3,850) for Borough offices; and to $250 (from $2,750) for City Council.6 The law also makes these contributions ineligible for public matching, and extends the ban on corporate contributions to LLCs, LLPs, and partnerships. Id. §§ 3-703(1X0, 3-703(l-a), 3-719(2)(b). The corresponding City Council Committee Report referred to the Board’s 2005 Election Report and stated that,

[wjhile there is nothing intrinsically wrong with contributions from those doing business with the City, the ability of such individuals to contribute could create a perception, regardless of whether such perception is accurate, that such individuals have a higher level of access to the City’s elected officials. It is important to eradicate this perception and reduce the appearance of undue influence associated with contributions from individuals doing business with the City.

(N.Y.C. Council, Comm. on Govt’l Affairs, Report of the Govt’l Affairs Div., for Int. No. 586-2007, 24-25 (June 12, 2007) (“Committee Report”).) The Committee Report explained that the expansion of the corporate contribution ban addressed a “loophole” that allowed similarly structured business entities to circumvent the contribution limits. (Id. at 29.)

The “doing business” limits apply to contributions from any natural person who is a chief executive officer, chief financial officer, and/or chief operating officer; serves in a senior managerial or equivalent capacity; or has an interest exceeding ten percent in an entity that has “business dealings” with the City or affiliate agency, unless that person is the candidate or a relative. N.Y.C. Admin. Code § 3-703(1-a). “Business dealings” include: (1) contracts greater than or equal to $100,000 for the procurement of goods, services, or construction; (2) real property acquisitions or dispositions; (3) applications for approval of transactions involving office space, land use, or zoning changes; (4) certain concessions and franchises greater than or equal to $100,000; (5) grants greater than or equal to $100,000; (6) economic development agreements; (7) contracts for investment of pension funds; and (8) transactions with lobbyists.7 Id. § 3-702(18).

Section 3-702 of the Administrative Code contains two definitions of “lobbyist.” The first is narrow, referencing § 3-21 l’s definition of “every person or organization retained, employed or designated by any client to engage in lobbying.” The second is broader, encompassing anyone included in § 3-211, as well as the lobbyist’s spouse or domestic partner; unemancipated children; and, for entities, the organization’s officers and employees who engage in lobbying or work for a division of the organization that engages in lobbying activities and their family members.8 Id. § 3-702(16). Appellees concede that the narrower definition applies to the doing business limitations, even though the broader definition has been used in the past.9 (Ap*181pellee’s Br. 11 n. 5). Contributions from individuals who are affiliated with lobbyists (ie., included in the broader definition) are ineligible for matching even if they are not, under the narrower lobbyist definition, subject to the lower “doing business” limits.

As of June 30, 2008, New York City agencies (excluding affiliated entities) held 19,578 open contracts worth approximately $55.4 billion. (Simpson Decl. ¶ 5). A wide range of for-profit and non-profit entities qualify as having business dealings with the City, including Con Edison, Waste Management of New York LLC, the New York City Ballet, the Legal Aid Society, the Brooklyn Botanic Garden Corporation, various health and social services providers, day care centers, religious organizations, and labor organizations. See generally Doing Business Portal, http://www. nyc.gov/html/doingbiz/home.html (last visited Aug. 10, 2011). Although several labor organizations and union-affiliated entities have business dealings on account of procurement contracts with the City, “collective bargaining with City employee unions is a distinct process that is governed by State law.” (Simpson Deck ¶ 8). As a result, the procurement rules (and, consequently, the “doing business” limits) do not apply to collective bargaining with City unions or to employer-employee relationships for non-unionized employees. (Id.)

Appellants filed an original and amended complaint in February 2008 and, in April 2008, moved for a preliminary injunction on some of the claims asserted, raising facial challenges to these three provisions. After the district court postponed the hearing on injunctive relief until the trial on the merits, the Appellees moved for summary judgment. The parties then stipulated that there was no need for an evidentiary proceeding in connection with the motions. Several amicus curiae briefs were filed in support of Appellees, both by public interest organizations and by City Council candidates.

II. The District Court Decision on Motion for Summary Judgment

By Order dated February 6, 2009, the district court denied Appellants’ motions for preliminary and permanent injunctive relief and granted Appellee’s motion for summary judgment on the same grounds: that the challenged limits served a sufficiently important governmental interest— addressing the reasonable concern about actual and apparent corruption by those doing business with the City. While there was no recent evidence of actual corruption with respect to campaign contributions, the district court reasoned, given the public’s perception of continuing corruption, fueled by actual pay-to-play scandals in the 1980s, the City properly imposed the challenged limits to combat corruption, correct misperceptions, and instill public confidence in the City’s political and governmental processes. 599 F.Supp.2d at 445-46. The court also found that the contribution limits were closely drawn to respond to this interest in eliminating actual and apparent corruption, rejecting Appellants’ arguments concerning the failure to index for inflation and viewpoint discrimination. Id. at 454-55.

The district court subjected the non-matching provisions to the same analysis and concluded that they were permissible. Id. at 456. It reasoned that the legislature should not be required to use taxpayer *182dollars to match contributions it has determined present a risk of corruption. Id. The court also held that using the broader definition of lobbyist does not render these provisions overbroad because this expanded reach is necessary to prevent circumvention of the contribution limits. Id. at 457.

Finally, the district court upheld the ban on contributions from partnerships, LLCs, and LLPs for the same reasons that it found justified prohibiting corporate contributions, specifically, to prevent circumvention of the valid contribution limits and the use of business forms to deploy for political ends business assets amassed for business reasons. Id. at 459-60. The court also rejected the argument that this prohibition is overbroad, underinclusive, or overinclusive. Id. at 460-61.

III. Analysis

A. Standard of Review

We review a district court’s grant of summary judgment de novo. Weinstock v. Columbia Univ., 224 F.3d 33, 40 (2d Cir. 2000). We affirm an order granting summary judgment “only when no genuine issue of material fact exists and the movant is entitled to judgment as a matter of law.” Riegel v. Medtronic, Inc., 451 F.3d 104, 108 (2d Cir.2006). The parties here agree that these motions present no issue of material fact.

The party requesting permanent injunctive relief must demonstrate (1) irreparable harm (here, a constitutional violation) and (2) actual success on the merits. Cartier v. Symbolix, Inc., 454 F.Supp.2d 175, 186 (S.D.N.Y.2006); see also Amoco Prod. Co. v. Vill. of Gambell, AK, 480 U.S. 531, 546 n. 12, 107 S.Ct. 1396, 94 L.Ed.2d 542 (1987) (“The standard for a preliminary injunction is essentially the same as for a permanent injunction with the exception that the plaintiff must show a likelihood of success on the merits rather than actual success.”). Denials of injunctive relief, like grants of summary judgment, are reviewed de novo when they concern rights under the First and Fourteenth Amendments. See Ferris v. Cuevas, 118 F.3d 122, 125 & n. 3 (2d Cir.1997); Nat'l Awareness Found, v. Abrams, 50 F.3d 1159, 1164 (2d Cir.1995). In such cases, “an appellate court has an obligation to ‘make an independent examination of the whole record’ in order to make sure that ‘the judgment does not constitute a forbidden intrusion on the field of free expression.’ ” Bose Corp. v. Consumers Union of U.S., Inc., 466 U.S. 485, 499, 104 S.Ct. 1949, 80 L.Ed.2d 502 (1984) (quoting New York Times Co. v. Sullivan, 376 U.S. 254, 284-86, 84 S.Ct. 710, 11 L.Ed.2d 686 (1964)).

B. Applicable Legal Standards

The Government bears the burden of justifying its contribution limits in light of a facial challenge. Nixon v. Shrink Missouri Gov’t PAC, 528 U.S. 377, 387-88, 120 S.Ct. 897, 145 L.Ed.2d 886 (2000).

The judiciary owes special deference to legislative determinations regarding campaign contribution restrictions. See, e.g., Fed. Election Comm’n v. Beaumont, 539 U.S. 146, 155, 123 S.Ct. 2200, 156 L.Ed.2d 179 (2003); McConnell v. Fed. Election Comm’n, 540 U.S. 93, 137, 124 S.Ct. 619, 157 L.Ed.2d 491 (2003). While paying deference, the judiciary must also protect the fundamental First Amendment interest in political speech. In evaluating constraints on such speech and related activity, Buckley v. Valeo distinguished between campaign expenditures and campaign contributions. 424 U.S. 1, 96 S.Ct. 612, 46 L.Ed.2d 659 (1976). Strict scrutiny applies to restraints on the former, while limits on the latter are more leniently re*183viewed because they pose only indirect constraints on speech and assoeiational rights. See Beaumont, 539 U.S. at 161-62, 123 S.Ct. 2200 (holding, that restrictions on the activity of contributing to a candidate’s campaign are “merely ‘marginal’ speech restrictions subject to relatively complaisant review”); Fed. Election Comm’n v. Colo. Republican Fed. Campaign Comm., 533 U.S. 431, 440, 121 S.Ct. 2351, 150 L.Ed.2d 461 (2001); Buckley, 424 U.S. at 20-21, 96 S.Ct. 612. For this reason, contribution limits and bans are permissible as long as they are closely drawn to address a sufficiently important state interest. See, e.g., Davis v. Fed. Election Comm’n, 554 U.S. 724, 737, 128 S.Ct. 2759, 171 L.Ed.2d 737 (2008); Beaumont, 539 U.S. at 162, 123 S.Ct. 2200; Buckley, 424 U.S. at 25, 96 S.Ct. 612; Green Party of Conn. v. Garfield, 616 F.3d 189, 198 (2d Cir.2010).

In certain cases, however, contribution restrictions may severely impact political dialogue, for example by preventing “candidates and political committees from amassing the resources necessary for effective advocacy.” Buckley, 424 U.S. at 21, 96 S.Ct. 612. This question focuses on differences in kind, rather than of degree. Id. at 30, 96 S.Ct. 612. A showing of special justification is required for such restrictions to be closely drawn. See Randall v. Sorrell, 548 U.S. 230, 261, 126 S.Ct. 2479,165 L.Ed.2d 482 (2006).

The Supreme Court has consistently held that the prevention of actual and perceived corruption qualifies as a sufficiently important state interest. See, e.g., McConnell, 540 U.S. at 143, 124 S.Ct. 619; Shrink Missouri, 528 U.S. at 390, 120 S.Ct. 897; Buckley, 424 U.S. at 27, 96 S.Ct. 612; see also Davis, 554 U.S. at 740-41, 128 S.Ct. 2759 (noting that the use of personal campaign funds, as opposed to contributions, actually reduces the threat of corruption). It is not necessary to produce evidence of actual corruption to demonstrate the sufficiently important interest in preventing the appearance of corruption. See McConnell, 540 U.S. at 150, 124 S.Ct. 619. On the other hand, “mere conjecture” is insufficient. See Shrink Missouri, 528 U.S. at 392,120 S.Ct. 897. That is, the threat of corruption cannot be “illusory.” Buckley, 424 U.S. at 27, 96 S.Ct. 612. “The quantum of empirical evidence needed to satisfy heightened judicial scrutiny ... will vary up or down with the novelty and plausibility of the justification raised.” Shrink Missouri, 528 U.S. at 391, 120-S.Ct. 897.

This Court must consider three important decisions that have issued subsequent to the district court’s opinion: Citizens United, 130 S.Ct. 876; Arizona Free Enterprise Club’s Freedom Club PAC v. Bennett, — U.S. —, 131 S.Ct. 2806, 180 L.Ed.2d 664 (2011); and Green Party, 616 F.3d 189.

In Citizens United, the Supreme Court held that the government cannot prohibit independent expenditures in support of a political candidate based on the source’s corporate identity. 130 S.Ct. 876. Contrary to Appellants’ exhortations, however, Citizens United applies only to independent corporate expenditures. It reaffirms existing precedent on the propriety of contribution limits. It therefore has no impact on the issues before us in this case:

[Ujnlike limits on independent expenditures, [contribution limits] have been an accepted means to prevent quid pro quo corruption. Citizens United has not made direct contributions to candidates, and it has not suggested that the Court should reconsider whether contribution limits should be subject to rigorous First Amendment scrutiny.

Citizens United, 130 S.Ct. at 909 (citations omitted). Citizens United confirmed the *184continued validity of contribution limits, noting that they most effectively address the legitimate governmental interest, identified by Buckley, in preventing actual or perceived corruption. Id. at 908-09 (quoting the standard of Fed. Election Comm’n v. Nat’l Right to Work Comm., 459 U.S. 197, 103 S.Ct. 552, 74 L.Ed.2d 364 (1982)); see also In re Cao, 619 F.3d 410, 422-23 (5th Cir.2010) (holding that Citizens United applies to independent campaign expenditures and has no relevance to contribution limits). Indeed, the Court reiterated that the wealth amassed by corporations and business interests is more effectively used to obligate legislators when spent on contributions, rather than independent expenditures, over which the candidate has less control. See Citizens United, 130 S.Ct. at 908-09.

Since the Supreme Court preserved the distinction between expenditures and contributions, there is no basis for Appellants’ attempt to broaden Citizens United. Appellants’ selective and misleading quotes carefully skip over the Court’s clear distinction between limits on expenditures and limits on contributions.10 (See, e.g., Reply Br. 3.) The Supreme Court has repeatedly stated that the Circuit Courts are to apply the law as it exists, unless it is expressly overruled. See Agostini v. Felton, 521 U.S. 203, 237, 117 S.Ct. 1997, 138 L.Ed.2d 391 (1997) (“[I]f a precedent of this Court has direct application in a case, yet appears to rest on reasons rejected in some other line of decisions, the Court of Appeals should follow the case which directly controls, leaving to this Court the prerogative of overruling its own decisions.”) (quoting Rodriguez de Quijas v. Shearson/Am. Exp., Inc., 490 U.S. 477, 484, 109 S.Ct. 1917, 104 L.Ed.2d 526 (1989) (internal quotation marks omitted)). Citizens United left Buckley intact, and it is not for this Court to stretch Citizens United.

After handing down Citizens United, the Supreme Court invalidated an Arizona public financing scheme under which public matching funds were triggered by a privately financed candidate’s level of expenditures. Bennett, 131 S.Ct. 2806. Arizona gives publicly financed candidates an initial allotment of public funds to begin their campaigns. Under the challenged law, if a privately financed, opposing candidate’s expenditures (combined with independent expenditures in support of the privately financed candidate and opposed to the publicly financed candidate) exceeded the amount of this initial outlay, the publicly financed candidate received a proportionate amount of additional matching funds, up to twice the initial amount. Id. at 2814-15.

The Supreme Court determined that the provision posed a “markedly more significant burden” than the Millionaire’s Amendment struck down in Davis, 128 S.Ct. 2759, particularly because it effectively punished the nonparticipating candidate for spending his own money on his own campaign. Bennett, 131 S.Ct. at 2819. The Court repeated its holding that there *185is no compelling state interest in leveling the playing field, id. at 2825; and concluded that Arizona’s proffered interest in preventing corruption and its appearance did not justify the burden posed on a candidate’s expenditures of his own funds. Id. at 2826.11

Bennett binds us, but for reasons we explain later, it does not control the outcome in this case. Bennett reaffirmed several key holdings: (1) that the lower closely drawn standard applies to contribution limits, 131 S.Ct. at 2817; (2) that preventing corruption and its appearance is a compelling state interest, id. at 2825; and (3) that public financing is still a valid means of funding political candidacy. Id. at 2828.

In addition, this Court recently struck down the State of Connecticut’s ban on lobbyist contributions. Green Party, 616 F.3d 189. The Court found that there was “insufficient evidence to infer that all contributions made by state lobbyists give rise to an appearance of corruption.” Id. at 206 (emphasis in original). It reasoned that an outright ban was not closely drawn because a limit would have effectively addressed the appearance of corruption created by lobbyist contributions. Id. at 207 & n. 15 (noting that because Connecticut’s recent corruption scandals “in no way implicated lobbyists,” “a limit on lobbyist contributions would adequately address the state’s interest in combating corruption and the appearance of corruption on the part of lobbyists” (emphasis in original)). Implicit in the Court’s reasoning is the determination that a recent history of corruption is not required for limits to pass constitutional review.

Green Party sustained a ban on contributions from state contractors because they had been implicated in a series of recent scandals. Id. at 204-05. While a limit may address the actual and perceived corruption, it does not entirely eliminate it because some exchange of money is still allowed. When the appearance of corruption is particularly strong due to recent scandals, therefore, a ban may be appropriate.

Appellants urge us to expand Citizens United, Bennett, and Green Party to invalidate the three provisions they challenge. We conclude, however, that their arguments do not comport with the express language and reasoning of these opinions.

C. “Doing Business” Contribution Limit

The doing business limitations have three characteristics that place them outside the scope of Citizens United and Green Party: First, they deal with contributions (as opposed to expenditures). Second, they are limits (as opposed to outright bans). Third, they address the appearance of corruption (as opposed to the appearance of influence). The doing *186business limitations are only indirect constraints on protected speech and associational rights; they are not subject to strict scrutiny but rather to the more lenient, closely drawn standard of review. In addition, the heightened evidentiary requirement urged by Appellants does not apply.12

Citizens United confirms, yet again, that eliminating corruption or the appearance thereof is a sufficiently important governmental interest to justify the use of closely drawn restrictions on campaign contributions. This interest exists even where there is no actual corruption, because the perception of corruption, or of opportunities for corruption, threatens the public’s faith in democracy. See Cob. Republican, 583 U.S. at 440-41, 121 S.Ct. 2351; Buckley, 424 U.S. at 26-27, 96 S.Ct. 612. In fact, as noted in Green Party, while a limit may be sufficient to address actual corruption, the appearance and public perception of corruption may be so grave as to merit a ban.

Although Citizens United stated that mere influence or access to elected officials is insufficient to justify a ban on independent corporate expenditures, improper or undue influence presumably still qualifies as a form of corruption.13 See Bennett, 131 S.Ct. at 2827 (discussing the “ ‘interest in alleviating the corrupting influence of large contributions’ ” served by contribution limits (emphasis added) (quoting Buckley, 424 U.S. at 55, 96 S.Ct. 612)); *187Colo. Republican, 533 U.S. at 440-41, 121 S.Ct. 2351 (“[L]imits on contributions are more clearly justified by a link to political corruption than limits on other kinds of unlimited political spending are (corruption being understood not only as quid pro quo agreements, but also as undue influence on an officeholder’s judgment, and the appearance of such influence).” (citations omitted) (emphasis added)); Republican Nat’l Comm. v. Fed. Election Comm’n, 698 F.Supp.2d 150, 158-60 (D.D.C.2010). Improper or undue influences includes both traditional quid pro quo and more discreet exchanges of money for favorable outcomes.14

While independent corporate campaign expenditures may influence a candidate, or facilitate access that non-speakers may not enjoy, Citizens United emphasized the right to speech and its independence from the candidate. Direct giving to the candidate, or the candidate’s campaign committee, stands on a different footing. Since neither candidate nor contributor is likely to announce a quid pro quo, the appearance of corruption has always been an accepted justification for a campaign contribution limitations. See McCormick v. United States, 500 U.S. 257, 272-73, 111 S.Ct. 1807, 114 L.Ed.2d 307 (1991) (holding that an elected official’s receipt of a campaign contribution amounts to extortion only when an official asserts that his official conduct will be controlled by the terms of the promise or undertaking, but noting that the implicit exchange of benefit for money “in a very real sense is unavoidable so long as election campaigns are financed by private contributions or expenditures”). In other words, because the scope of quid pro quo corruption can never be reliably ascertained, the legislature may regulate certain indicators of such corruption or its appearance, such as when donors make large contributions because they have business with the City, hope to do business with the City, or are expending money on behalf of others who do business with the City.

Furthermore, such donations certainly feed the public perception of quid pro quo corruption, and this alone justifies limitations or perhaps an outright ban. Citizens United, 130 S.Ct. at 908, 910. When those who do business with the government or lobby for various interests give disproportionately large contributions to incumbents, regardless of their ideological positions, it is no wonder that the perception arises that the contributions are made with the hope or expectation that the donors will receive contracts and other favors in exchange for these contributions. The threat of quid pro quo corruption in such cases is common sense and far from illusory. See, e.g., NCRL v. Bartlett, 168 F.3d 705 (4th Cir.1999) (upholding prohibition on in-session lobbyist contributions); Blount v. S.E.C., 61 F.3d 938 (D.C.Cir. 1995) (upholding SEC Rule that prohibits municipal securities brokers and dealers from engaging in municipal securities business for two years after contributing more than $250 to state officials from whom they obtain business); cf. United States v. Harriss, 347 U.S. 612, 74 S.Ct. 808, 98 L.Ed. 989 (1954) (dismissing a First Amendment challenge to a lobbying disclosure act).

*188Indeed, the Supreme Court recently attributed the particular threat of corruption posed by campaign contributions to the risk of mixing money and politics. Bennett, 131 S.Ct. at 2826 (observing that “'the use of personal funds reduces the candidate’s dependence on outside contributions and thereby counteracts the coercive pressures and attendant risks of abuse’ of money in politics” (quoting Buckley, 424 U.S. at 53, 96 S.Ct. 612)). Doing business contributions mix money and politics on both ends of the equation, making them that much more risky and questionable. Contributions to candidates for City office from persons with a particularly direct financial interest in these officials’ policy decisions pose a heightened risk of actual and apparent corruption, and merit heightened government regulation. Mere access or influence based on independent corporate speech, therefore, is not the concern here. This is so even though the record occasionally also speaks to the presence of mere “influence.”

Appellants argue that Green Party requires evidence of recent scandals in order to justify any contribution restriction, not just a ban. (See Letter of July 14, 2010). This is not what Green Party says. There is no reason to require the legislature to experience the very problem it fears before taking appropriate prophylactic measures. See Citizens United, 130 S.Ct. at 908 (noting the preventative nature of contribution limits because the scope of quid pro quo corruption “can never be reliably ascertained” and those instances that are known are covered by bribery laws (quoting Buckley, 424 U.S. at 27, 96 S.Ct. 612) (internal quotation marks omitted)); see also Anthony W. Crowell, New Lobbying Laws: More Sunlight, More Teeth, 12 CityLaw 73, 73 (July/Aug. 2006) (noting that recent Washington scandals involving lobbyist Jack Abramoff, former Representative Randy Cunningham, and Representative William Jefferson “illustrate the potential for corrupt lobbying to erode citizens’ faith in their government” and that New York City enacted reforms, including making lobbyist contributions ineligible for matching with public funds, to enhance integrity and transparency in municipal government, “[rjather than waiting for New York City to see its own lobbyist scandals”). Appellants essentially propose giving every corruptor at least one chance to corrupt before anything can be done, but this dog is not entitled to a bite. Green Party only considered whether an outright contribution ban was closely drawn to the anti-corruption interest. As to limits, Green Party set the justificatory burden somewhere between a concrete showing of actual quid pro quo corruption and the sort of “mere conjecture” that the Supreme Court has deemed out of bounds. Shrink Missouri 528 U.S. at 379, 120 S.Ct. 897.

Indeed, as the district court reasoned, Ognibene, 599 F.Supp.2d at 448 n. 12, to require evidence of actual scandals for contribution limits would conflate the interest in preventing actual corruption with the separate interest in preventing apparent corruption. In other words, if every case of apparent corruption required a showing of actual corruption, then the former would simply be a subset of the latter, and the prevention of actual corruption would be the only legitimate state interest for contribution limits. Green Party is consistent with Supreme Court precedent rejecting this argument, due to the difficulty of detecting actual corruption and the equal importance of eliminating apparent corruption. See McConnell, 540 U.S. at 153, 124 S.Ct. 619; Buckley, 424 U.S. at 27, 96 S.Ct. 612.

Appellants do not dispute that the generally applicable contribution limits responded to actual pay-to-play scandals in *189New York City in the 1980s. (Appellant Br. 4-5.) Rather, they argue that these initial limits have been successful, so that lower limits are unnecessary. This determination, however, is a matter of policy better suited for the legislature, which has institutional expertise in the field of election regulation and effectively curbed these scandals in the first place. See, e.g., Randall, 548 U.S. at 248, 126 S.Ct. 2479 (“[W]e have no scalpel to probe each possible contribution level. We cannot determine with any degree of exactitude the precise restriction necessary to carry out the statute’s legitimate objectives. In practice, the legislature is better equipped to make such empirical judgments, as legislators have particular expertise in matters related to the costs and nature of running for office. Thus ordinarily we have deferred to the legislature’s determination of such matters.” (internal citations and quotations omitted)); Fed. Election Comm’n v. Nat’l Conservative Political Action Comm., 470 U.S. 480, 500, 105 S.Ct. 1459, 84 L.Ed.2d 455 (1985) (noting Buckley’s “deference to a congressional determination of the need for a prophylactic rule where the evil of potential corruption had long been recognized”); Fed. Election Comm’n v. Nat’l Right to Work Comm., 459 U.S. 197, 210, 103 S.Ct. 552, 74 L.Ed.2d 364 (1982). There is no doubt that the threat of corruption or its appearance is heightened when contributors have business dealings with the City, for the reasons just discussed. Accordingly, it is reasonable and appropriate to further limit their contributions.

In addition, it is clear that the City Council properly studied this issue before concluding that doing business contributions are particularly problematic and merit special treatment. The record contains several reports and investigations—including the 1998 Commission Report, the 2005 Election Report, the 2006 interim report of a study conducted by students at New York University’s Wagner Graduate School of Public Service, and the Committee on Governmental Operations’ Reports on the challenged laws—all of which attest to the significant role that “doing business” contributions play in elections and in the public perception of corruption. For example, “doing business” contributors were more likely to give large rather than small donations, and disproportionately contributed to incumbents—who are considered to have greater influence on city decisions—than to challengers. 2005 Election Report, 122; see also Pines Deck, Ex. II, Deposition of Martin Malave Dilan at 33-34 (testifying that contributors who do business with the City favor incumbent candidates); Pines Deck, Ex. NN, Deposition of Marlene J. Tapper at 63 (same); Pines Deck, Ex. OO, Deposition of Viviana Vazquez-Hernandez at 44 (same). In 2001 and 2005 respectively, donors with business dealings were 3.8% and 5.3% of all contributors, but accounted for 25.2% and 21.5% of dollars contributed. Based on this evidence, it was entirely appropriate for the Council to find that there is an appearance that larger contributions are made to secure the contract, land use approval, or whatever municipal benefit is at issue.

Moreover, there is direct evidence of a public perception of corruption.15 While *190Appellants pretend to be skeptical, their assertions are not credible. Not only is the connection between money and municipal action objectively reasonable, but their own deposition testimony confirms that the public perceives this connection to exist. See, e.g., Pines Deck, Ex. II, Deposition of Martin Malave Dilan at 33-34; Pines Deck, Ex. JJ, Deposition of Thomas V. Ognibene at 31-32; Pines Deck, Ex. LL, Deposition of Fran Reiter at 52; Pines Deck, Ex. NN, Deposition of Marlene J. Tapper at 63; Pines Deck, Ex. 00, Deposition of Viviana Vazquez-Hernandez at 43-44. Appellant Tom Ognibene acknowledges the usual public perception of office holders and candidates for office: “You’re all a bunch of crooks.” (Pines Deck, Ex. JJ, Deposition of Thomas V. Ognibene at 32). The fact that City voters passed the referendum approving these reforms speaks powerfully to the public perception that further regulation of campaign contributions by those who do business with the City is needed.16 See Shrink Missouri, 528 U.S. at 394, 120 S.Ct. 897 (“And although majority votes do not, as such, defeat First Amendment protections, the statewide vote on Proposition A certainly attested to the perception relied upon here.... ”). In these circumstances, where people believe that many public officials are corrupt, and there is substantial and material evidence to support that be*191lief, clearly the public may enact preventative measures to address the contaminating belief that everything is for sale and to restore faith in the integrity of the political process.

Appellants assert several rationales for why these provisions are not closely drawn. First, they assert that they are overbroad because they ban legitimate as well as corrupt acts. Buckley expressly rejected a similar argument because “[n]ot only is it difficult to isolate suspect contributions, but more importantly, Congress was justified in concluding that the interest in safeguarding against the appearance of impropriety requires that the opportunity for abuse inherent in the process of raising large monetary contributions be eliminated.” 424 U.S. at 30, 96 S.Ct. 612; see also id. at 27-28, 96 S.Ct. 612 (noting that “laws making criminal the giving and taking of bribes deal with only the most blatant and specific attempts of those with money to influence governmental action”); Ward v. Rock Against Racism, 491 U.S. 781, 798, 109 S.Ct. 2746, 105 L.Ed.2d 661 (1989) (holding that a regulation of protected speech may be narrowly tailored even if it is not the least restrictive or least intrusive means). These provisions aim at eliminating, not only corrupt acts, but the appearance of corruption. They are not overbroad. Rather, the limits are tailored to apply only to those who seek a benefit from the City; and, even then, only to those business dealings more likely linked to corruption (i.e., high value business transactions, and lobbyists, whose sole purpose is to influence City outcomes).

Appellants also argue that these restrictions are underinclusive because they do not apply to all contributors with the influence and incentive to engage in pay-to-play, specifically labor organizations and neighborhood associations that do not have procurement contracts which qualify as business dealings (e.g., the Little League that wants a park to play its baseball games, contending with a soccer league that wants the same park at the same time). A statute is not, however, “invalid under the Constitution because it might have gone farther than it did.” Buckley, 424 U.S. at 105, 96 S.Ct. 612 (quoting Roschen v. Ward, 279 U.S. 337, 339, 49 S.Ct. 336, 73 L.Ed. 722 (1929) (internal quotation marks omitted)); see also Blount, 61 F.3d at 946 (“Because the primary purpose of underinclusiveness analysis is simply to ensure that the proffered state interest actually underlies the law, a rule is struck for underinclusiveness only if it cannot fairly be said to advance any genuinely substantial governmental interest” (internal quotations and citations omitted)). The fact that the City has chosen to focus on one aspect of quid pro quo corruption, rather than every conceivable instance, does not render its rationale a “challenge to the credulous.” Republican Party of Minn. v. White, 536 U.S. 765, 780, 122 S.Ct. 2528, 153 L.Ed.2d 694 (2002). The limits decided upon are not unreasonable and appear to be based on common sense. They focus on misconduct that flows from business dealings with the City and include labor organizations and neighborhood associations that do business with the City.17 In the 2001 and 2005 election cycles, groups defined as “doing business” with the City gave a total of about $25 million to citywide candidates while unions and labor-related PACs gave *192only about $4.1 million or sixteen percent of that total. (LaRue Decl. Ex. E, New York Times, New Campaign Finance Rules Skip Unions, June, 28, 2007.) Accordingly, the City Council’s choice of definition for “business dealings” effectively captures the biggest contributors. The provisions are not, therefore, underinclusive of their stated purpose.

Appellants additionally contend that these provisions are overinclusive because they may be applied using the broader definition of “lobbyist.” Appellees concede, however, that the narrower definition applies. (Appellee’s Br. 11 n. 5). This narrower definition comports with, and is no broader than necessary to address, the interest in eliminating actual and perceived corruption. Appellants acknowledge that the public perceives lobbyists as influencing or attempting to influence elected officials through their campaign contributions. (See Pines Decl., Ex. LL, Deposition of Fran Reiter at 52; Pines Decl., Ex. NN, Deposition of Viviana Vazquez-Hernandez at 44.) Accordingly, the inclusion of people and organizations engaged in lobbying activities does not render these provisions overinclusive.

Appellants further assert that these provisions are poorly tailored because they are not indexed for inflation and discriminate based on viewpoint. The mere failure to index for inflation, however, does not compel a finding that the provisions are not closely drawn. Randall pointed to the failure to index for inflation as only one of five factors which, taken together, led to its conclusion that certain contribution limits violated the First Amendment. See 548 U.S. at 253-263, 126 S.Ct. 2479 (also weighing the fact that the limits applied to contributions by political parties and included volunteers’ expenses). But the real problem in Randall was that the limits were so low that a candidate could not communicate meaningfully with constituents. The limits challenged here apply only to certain contributions and for citywide elections; and they are not as “suspiciously low” as those in Randall. Id. at 261, 126 S.Ct. 2479; see also Green Party, 616 F.3d at 205 (noting that a limit of $50 per election would effectively address the problem of actual corruption without “wholly extinguishing] a contractor’s associational rights”). Appellants do not provide any evidence that the reduced dollar amount which can be contributed prevents the running of a competitive campaign. Furthermore, Randall was concerned that such low limits would “magnify the advantages of incumbency to the point where they put challengers to a significant disadvantage.” 548 U.S. at 248, 126 S.Ct. 2479. The doing business limits here, however, have the opposite effect; they seek to avoid stacking the deck in favor of incumbents, to whom donors with business dealings disproportionately contribute.

Viewpoint discrimination is a subset of content discrimination in which the government impermissibly targets, not the subject matter itself, but rather particular views taken on the subject. See Rosenberger v. Rector & Visitors of Univ. of Va., 515 U.S. 819, 829, 831, 115 S.Ct. 2510, 132 L.Ed.2d 700 (1995); Make the Road by Walking, Inc. v. Turner, 378 F.3d 133, 150 (2d Cir.2004). Appellants argue that the challenged provisions discriminate based on viewpoint because neighborhood, community, and labor organizations, which are not necessarily subject to the doing business limitations, share a significantly different viewpoint than do business owners and members of management. Appellants have failed, however, to offer any evidence that these organizations share a single *193viewpoint.18 While a neighborhood association may have a different mission than a construction business, their interests may be precisely aligned on a particular project. It also does not follow that all neighborhood associations are monolithic. What flies in Bedford-Stuyvesant may not work in Harlem, and what works on Park Avenue may not work on the Bronx Champs-Elysees—the Grand Concourse. Since Appellants do not specify what these viewpoints are, it is difficult to say what is being excluded. But the experience in New York dictates the conclusion that neighborhood, community, and labor organizations do not share a single viewpoint. Nor do business owners.19

D. Non-Matching Provisions

Sections 3-702(3) and 3-703(l-a) exclude contributions from individuals subject to the lower doing business limits, including lobbyists, as well as contributions from any other person required to be included in a lobbyists’ statement of registration from the matching provisions of the public financing scheme. Non-matching does not prevent someone from making a contribution, but it does minimize the value of that contribution. In this respect, it is similar to a limit and subject to the less stringent standard of review. For the reasons discussed, the non-matching provision is closely drawn to address a sufficiently important governmental interest.

The public financing scheme generously matches eligible contributions of up to $175 using tax dollars at the rate of 6 to 1. The program encourages small, individual contributions, and is consistent with Randall’s interest in discouraging the entrenchment of incumbent candidates. See Randall, 548 U.S. at 248, 126 S.Ct. 2479; Crowell, supra, at 77 (noting the public financing scheme’s “purpose of encouraging grassroots fundraising and diminishing the influence of special interests”). When participation is voluntary and public money is used, stricter restrictions may be imposed, perhaps even restrictions that would normally be impermissible. See Davis, 554 U.S. at 739-40, 128 S.Ct. 2759. Candidates who choose not to participate, and their contributors, are not prevented from freely expressing their political speech and associations; the legislature has merely decided not to amplify their contributions with tax dollars. That decision is entirely permissible. Buckley held that Congress “may engage in public financing of election campaigns and may condition acceptance of public funds on an agreement by the candidate to abide by specified expenditure limitations.” 424 U.S. at 57 n. 65, 96 S.Ct. 612; see Bennett, 131 S.Ct. at 2828. As in Buckley, “by forgoing public financing, ... [the candidates here] retain the unfettered right” to receive contributions within the limits from lobbyists, persons associated with lobbyists, and other individuals with business dealings with the City. Davis, 554 U.S. at 739-40, 128 S.Ct. 2759.

The matching provision at issue here is clearly distinguishable. First, it applies to contribution limits, which the Supreme Court has recognized to be less onerous restrictions on speech than campaign expenditure limits. Second, while the matching provisions here may burden the candidates who choose to participate in the *194public financing scheme, the provision in Bennett substantially burdened nonparticipating candidates, effectively forcing them to put money in their opponent’s campaign coffers. Bennett, 131 S.Ct. at 2819. Third, unlike the provisions challenged in Bennett and Davis, New York City’s scheme does not impose different limits on different candidates. Bennett, 131 S.Ct. at 2828 (invalidating Arizona’s matching funds provision which “substantially burdens the speech of privately financed candidates and independent expenditure groups without serving a compelling state interest”); Davis, 554 U.S. at 738, 128 S.Ct. 2759 (“We have never upheld the constitutionality of a law that imposes different contribution limits for candidates who are competing against each other....”). Certain contributors—those with direct financial stakes in the elected candidate’s decisions—are treated differently, see infra Part III.D; but the way in which these contributors are treated differently is the same for all candidates.

Additionally, the use of the broader definition of lobbyist for non-matching purposes does not render it overinclusive. Insofar as the provision reaches some contributors peripheral to the business dealings, such as a lobbyist’s secretary or spouse, it does so only to prevent circumvention and does not form “a substantial portion of the burden on speech.” Turner Broadcasting System, Inc. v. F.C.C., 512 U.S. 622, 682, 114 S.Ct. 2445, 129 L.Ed.2d 497 (1994) (quoting Simon & Schuster, Inc. v. Members of N.Y. State Crime Victims Bd., 502 U.S. 105, 122 n. *, 112 S.Ct. 501, 116 L.Ed.2d 476 (1991)); Interim Report, at 30 (providing examples of how “a contribution through a spouse with the same last name is one potential way to circumvent donation limits while guaranteeing the contribution is associated with the family name”). Otherwise, lobbyists will continue to do what they are doing now—giving money.20 Indeed, use of the broader definition for non-matching purposes combats circumvention, while use of the narrower definition of lobbyist for the lower contribution limits avoids infringing the speech of people not actually engaged in lobbying activities. This distinction is an appropriate balancing of these competing concerns.

E. Entity Ban

The Supreme Court has held that the “degree of scrutiny turns on the nature of the activity regulated,” not on the fact that contributions are outright banned, as opposed to just limited. Beaumont, 539 U.S. at 162, 123 S.Ct. 2200. Accordingly, the more lenient standard of review also applies to the entity ban. On the other hand, the analysis of whether a restriction imposes a ban or merely a limit is relevant to the closely drawn analysis. See Green Party, 616 F.3d at 206-07.

Beaumont recognized four justifications for the federal ban on corporate contributions: (1) the anti-corruption interest already discussed, 539 U.S. at 154, 123 S.Ct. 2200; (2) the anti-distortion interest, stemming from the “special characteristics of the corporate structure that threaten the *195integrity of the political process.... [by] permitting] [corporations] to use resources amassed in the economic marketplace to obtain an unfair advantage in the political marketplace,” id. at 153-54, 123 S.Ct. 2200 (internal quotations omitted); (3) the dissenting-shareholder interest in protecting individuals’ investments in the corporation from being used to support political candidates these individuals might oppose, id. at 154, 123 S.Ct. 2200; and (4) the anti-circumvention interest in preventing the evasion of valid contribution limits. Id. at 155, 123 S.Ct. 2200. Since the anti-corruption and anti-circumvention interests adequately justify the entity ban, we do not consider the extent to which the other rationales may apply.21

The anti-corruption rationale presents a sufficiently important governmental interest for the reasons already discussed, and applies equally to LLCs, LLPs, and partnerships, as to corporations. In addition, the organizational form of an LLC, LLP, and partnership, like a corporation, creates the opportunity for an individual donor to circumvent valid contribution limits.22 See Beaumont, 539 U.S. at 155, 157, 123 S.Ct. 2200 (noting that National Right to Work, 459 U.S. 197, 103 S.Ct. 552 rejected the argument that the rationale for the corporate contribution ban “turns on details of the corporate form,” as opposed to similar organizational structures); Colo. Republican, 533 U.S. at 456 & n. 18, 457, 121 S.Ct. 2351 (noting that “contribution limits would be eroded if inducement to circumvent them were enhanced”).

The record contains sufficient evidence from which one could infer circumvention and perceive corruption. For example, these entities have become more active contributors since the corporate ban; LLC contributions more than doubled from 2.8% in the 2001 election to 6.2% in the 2005 election.23 2005 Election Report, at *196121. Most compelling is the overwhelming percentage of contributions from such entities for incumbent candidates.24 While the rise in contribution activity could be attributed to innocent causes, the grossly disproportionate support for candidates based not on ideology or voting record, but rather on their relative position of power and ability to return favors, creates the appearance of impropriety.

Entity contributions also undermine the CFA’s goal of transparency, because they only have to be attributed to the partner or owner when they exceed $2,500. Committee Report, 29. Transparency is a particular problem for LLCs because many are involved in city business, especially land use, yet there are minimal disclosure requirements and often no publicly available information about the owners.25 See 2005 Election Report, at 121; see also Robert Gearty & Benjamin Lesser, So-called ‘LLCs’ Enable Real Estate Giants to Give Huge Sums to Gov. Paterson, AG Andrew Cuomo, N.Y. Daily News (Feb. 15, 2010), available at http://articles. nydailynews.com/2010-02-15/news/270562 60_l_llc-money-limit-individual-donations-contributions (citing examples of how contributors evade the contribution limits by donating through LLCs—“the mother of all loopholes”—which are still permitted in New York State).

The pressing question here is whether the entity ban is closely drawn.26 We hold that it is. The expansion of the corporate ban to include these entities does not render it overinclusive because, as noted, the legal distinctions between these entities *197and corporations do not make them less of a threat of corruption or circumvention.

For the reasons that justify the corporate contribution prohibition, therefore, the legislature permissibly determined that there is no room in City campaigns for entity contributions. While limits may minimize circumvention and the appearance of corruption, the City is free to decide that these evils must be eliminated to ensure the public’s faith in the electorate system.

CONCLUSION

For the foregoing reasons, we AFFIRM the judgment of the district court upholding the constitutionality of the contribution limits, non-matching provision, and entity ban.