In this аppeal from the denial of a preliminary injunction, plaintiff labor unions claim that Sections 6.007-.010 of Law 222, Puerto Rico’s campaign finance law, place an unconstitutional burden on the unions’ First Amendment right to engage in political speech. Despite the gravity of plaintiffs’ claims and months of procedural wrangling, including two writs of mandamus from this court to the district court directing it to rule on plaintiffs’ motion for preliminary injunctive relief and the merits of their constitutional claims, both the district court and the government declined to address the merits of their claims. In
I. Background
Prior to 2011, the rights of labor unions in Puerto Rico to make political expenditures or engage in electioneering were strictly limited by Section 4.7(c)(4) of the Puerto Rico Public Service Labor Relations Act, P.R. Laws Ann. tit. 3, § 1451i(c)(4), also known as Law 45. Seeking to bring Puerto Rico’s campaign finance law into compliance with the Supreme Court’s landmark opinion in Citizens United v. Federal Election Comm’n.,
Plaintiffs challenge the constitutionality of Sections 6.007-.010 of Law 222. These sections outline the procedures that juridical persons such as corporations and unions must follow if they wish to make either campaign contributions or independent expenditures.
The plaintiffs in this case are three labor unions and one non-profit organization associated with the unions. Plaintiff unions Sindicato Puertorriqueño de Trabajadores (“SPT”) and Unión General de Trabajadores (“UGT”) together have more than 26,000 members in Puerto Rico. Both SPT and UGT are affiliates of the Service Em
Officers from both UGT and SPT testified at the preliminary injunction hearing that immediately after Law 222 was passed the two unions swiftly initiated plans to engage in political speech. On November 19, 2011 — the day after Law 222 was signed into law — the unions jointly adopted a platform titled “Proposals for a Better Country” (“the Proposals”), which the unions’ membership determined “should be implemented as a solution to the crisis that Puerto Rico is experiencing.” The district court described the Proposals as “proposals to improve the lives of their members and their families as well as the welfare of Puerto Rico through the topics of education, health and welfare, labor rights, sustainable development, democracy and citizen participation, and human rights.”
After adopting the Proposals, the unions submitted them to different members of the legislature and candidates for political office to see if they would be willing to support the Proposals. On March 30, 2012, UGT’s Council of Delegates determined that if permitted by law, UGT would make expenditures on behalf of candidates in the November 6, 2012 general election who supported the Proposals. On June 15, 2012, the SPT Consultative Board adopted a similar resolution stating that if permitted by law, it would make expenditures on behalf of supportive candidates in the general election.
Officers from both unions testified that they had been cautioned by their attorneys that they would face serious risks of liability under Law 222 if they made any political expenditures related to the upcoming general election. Consequently, at the time the complaint in this case was filed, the unions had not yet engaged in any activities covered by Law 222, such as making political contributions or establishing a political action committee (“PAC”). However, according to testimony of SPT’s president Roberto Pagán Rodríguez, SPT had already spent between $15,000 and $20,000 by late September 2012 prоmoting the Proposals themselves. Most of this money was spent holding meetings across Puerto Rico for union members to discuss the Proposals and printing information about the Proposals for the unions to use internally and at these meetings.
On July 3, 2012, the plaintiffs filed a complaint in the federal district court in Puerto Rico alleging that Sections 6.007, 6.009 and 6.010 of Law 222 restricted core political speech in violation of the First Amendment. On July 17, the plaintiffs moved for a preliminary injunction, seeking to enjoin enforcement of Section 4(c)(7) of Law 45 and of Sections 6.007 through 6.010 of Law 222 “insofar as those provisions violate the constitutional rights of the Unions to make contributions and expenditures in connection with elections to public office and referenda.”
Even though the November 6, 2012 general election was rapidly approaching, the district court moved slowly on plaintiffs’
One week later, plaintiffs again petitioned this court for a writ of mandamus. This time, plaintiffs sought to vacate an order of the district court that, in effect, required plaintiffs to produce voluminous documents with only eighteen hours’ notice. The district court had granted the defendants’ discovery motion and stated that if plaintiffs failed to comply their claim would be dismissed with prejudice. On September 24, 2012, we granted plaintiffs’ request for mandamus relief, concluding that “our prior order leaves no room for avoidance through procedural maneuvering designed to defeat a decision on the merits.” We vacated the district court’s discovery order in part, and again ordered the district court to rule on the merits of plaintiffs’ motion.
The day after our order issued, the district court conducted an evidentiary hearing. On September 27, 2012, the court issued an order denying plaintiffs’ request for a preliminary injunction. Plaintiffs quickly appealed and filed a motion for an appellate injunction pending appeal. We set an expedited briefing schedule and heard oral arguments during a special session of this court on October 11, 2012. Within hours of hearing oral argument, we issued a brief order granting plaintiffs’ motion for an appellate injunction enjoining enforcement of Sections 6.007-10 of Law 222 pending the disposition of this appeal.
II. The District Court’s Opinion
In its Opinion & Order denying the plaintiffs’ motion for a preliminary injunction, the district court framed its analysis using the familiar four-part test for evaluating the propriety of issuing a preliminary injunction. Relying heavily on our opinion in Respect Maine PAC v. McKee,
Though it concluded that the balance of the equities favored the government, the district court offered little explanation of what harm the public would suffer if plaintiffs’ motion were granted. Without pointing to any specific provisions оf Law 222, the district court concluded that “[g]ranting the plaintiffs the emergency relief they now seek in effect leaves the government without the tools to implement its informational interest and thereby maintain an informed electorate.” The court then referred to unspecified “disruptions” that
The district court also concluded that plaintiffs had not demonstrated irreparable harm because they “waited until the eleventh hour to seek injunctive relief’ and because “the Plaintiffs have not presented this Court with evidence of specific plans to make expenditures to support candidates or political parties or ideologies in furtherance of [the Proposals].” For reasons described in greater detail below, we conclude that the plaintiffs have not engaged in undue delay and have made a sufficient showing that they will suffer an irreparable injury to their First Amendment rights if the enforcement of the relevant sections of Law 222 is not enjoined.
III. Threshold Issues
Defendants argue that the complaint should be dismissed because of lack of standing, justiciability, and ripeness. At times these threshold arguments merge into a challenge to the irreparable injury component of the preliminary injunction analysis. Generally, defendants maintain that plaintiffs “have not taken critical steps needed for them to be able to exercise the First Amendment rights that they claim.” Defendants claim that plaintiffs have “fail[ed] to create political action committees, identify and agree on candidates for political parties who would support their [Proposals], make political contributions or expenditures in support thereof, or even make a work plan for such contributions or expenditures.”
These arguments reduce to the proposition that there is not a live controversy before the court sufficient to create jurisdiction under Article III. Even though the district court did not address this threshold issue, “we bear an indeрendent obligation to assure ourselves that jurisdiction is proper before proceeding to the merits.” Plains Commerce Bank v. Long Family Land & Cattle Co.,
“The doctrine of ripeness has roots in both the Article III case or controversy requirement and in prudential considerations.” Mangual v. Rotger-Sabat,
The inquiry as to the fitness of the issues for judicial resolution itself involves both constitutional and prudential components. “The constitutional inquiry, grounded in the prohibition against advisory opinions, is one of timing.” Mangual,
As a supplement to these universally applicable aspects of ripeness jurisprudence, we have previously said that “when free speech is at issue, concerns over chilling effect call for a relaxation of ripeness requirements.” Sullivan v. City of Augusta,
Despite defendants’ attempts to graft additional requirements that we have never imposed onto the established standards for determining ripeness in First Amendment cases, plaintiffs have done enough to show a “reasonable predictability of enforcement” sufficient to satisfy the relaxed ripeness standard applicable to the present case.
IV. The Preliminary Injunction Analysis
“On appeal, we review the grant or denial of a preliminary injunction for abuse of discretion.” United States v. Weikert,
In considering a plaintiffs motion for a preliminary injunction, the district court weighs four factors: “(1) the plaintiffs likelihood of success on the merits; (2) the potential for irreparable harm in the absence of an injunction; (3) whether issuing the injunction will burden the defendants less than denying an injunction would burden the plaintiffs and (4) the effect, if any, on the public interest.” Jean,
A. The Obligation To Address the Plaintiffs’ Likelihood of Success on the Merits
The district court declined to address the plaintiffs’ likelihood of success on the merits of their First Amendment claims, stating that the remaining three factors of the standard weighed against the grant of equitable relief. Defendants urge us to adopt a similar course of action.
This we cannot do. In the First Amendment context, the likelihood of success on the merits is the linchpin of the preliminary injunction analysis. As the Supreme Court has explained, “[t]he loss of First Amendment freedoms, for even
It was therefore incumbent upon the district court to engage with the merits before moving on to the remaining prongs of its analysis. The court’s stated reason for not doing so was that addressing the merits was inappropriate on an “incomplete record,” and that “engaging] in the in-depth analysis required” further factual development. To the contrary, a facial challenge to a statute presents a question of law that the district court could and should have resolved on the present record. See New Eng. Reg’l Council of Carpenters v. Kinton,
B. Likelihood of Success
1. Standard of Review
Despite its refusal to consider the merits, the district court stated that the plaintiffs’ challenge to Law 222 should be analyzed, in whole or in part, under the “exacting” scrutiny standard applicable to disclaimer and disclosure requirements. See Citizens United,
Laws that burden political speech ordinarily are subject to strict scrutiny, requiring the government to prove that any restriction “ ‘furthers a compelling interest and is narrowly tailored to achieve that interest.’ ” Citizens United,
When Government seeks to use its full power, including the criminal law, to command where a person may get his or her information or what distrusted source he or she may not hear, it uses censorship to control thought. This is unlawful. The First Amendment confirms the freedom to think for ourselves.
The Court explained, however, that not all laws purporting to regulate election-related spending are treated similarly. In certain circumstances, regulations designed “to ensure against the reality or appearance of corruption,” such as those capping direct contributions to political candidates or those imposing disclosure requirements on donors, are subject to the more lenient “exacting scrutiny” review. Id. at 908; see also Buckley v. Valeo,
Law 222’s challenged provisions plainly are more like the regulation given strict scrutiny by the Supreme Court in Citizens United than the contribution limits and disclosure requirements afforded less stringent review. Law 222 imposes substantial burdens on the very process through which a juridical person determines whether and how to exercise its free speech rights. On its face, Law 222 forbids juridical persons from spending any money on political campaigns, be they direct contributions, independent expenditures, or otherwise, without the process the statute prescribes. These provisions are backed by criminal sanctions, administrative penalties of up to $30,000 pеr day, and other mechanisms designed to ensure strict compliance. Indeed, a violation of section 6.010 can subject a juridical person’s “highest ranking official” to personal financial liability for any violations, even if that individual lacked knowledge of the violation in question.
To avoid these unusually harsh sanctions, juridical persons “have to comply with these regulations just to speak.” Citizens United, 130 S.Ct. at 897. To adopt the Court’s language, by forbidding juridical persons from exercising their speech rights without first complying with onerous governance procedures, the provisions “ ‘necessarily reduce[ ] the quantity of expression by restricting the number of issues discussed, the depth of their exploration, and the size of the audience reached.’ ” Id. at 898 (quoting Buckley,
Law 222 reaches deep into the mechanics of an organization’s own self-governance and imposes numerous requirements on the organization’s internal processes. In doing so, it seeks to dictate the terms and circumstancеs under which they are permitted to express political opinions. Stated differently, Law 222’s challenged provisions are designed to regulate the if and how of a juridical person’s political speech. It is difficult to conceive of a statute that strikes more deeply at a juridical person’s core First Amendment rights. Accordingly, strict scrutiny applies.
“Under strict scrutiny, [defendants] must prove that [the statute] ... furthers a compelling interest and is narrowly tailored to achieve that interest.” Wisc. Right To Life,
Due to defendants’ failure to present any defense to the unions’ claims, the only conceivable interest we can identify is described in the following paragraph of Law 222’s Statement of Motives:
[C]ertain criteria and requirements shall be established to ensure that the members of those entities are duly informed of any political statements that could be issued by such entities on their behalf and at their expense. By setting forth clear and effective guidelines on this matter, the members of juridical entities are provided with the necessary information for them to give their informed consent. The State, by means of this Act, seeks to implement openness and clarity as the public policy that shall govern election processes.
Thus, Law 222 purports to foster democratic decisionmaking processes within juridical persons and to ensure that any political speech that they make is given with their members’ full and informed consent.
As admirable as this policy goal may be, Citizens United addressed a similar interest and concluded that it was not sufficiently compelling. There, the government asserted that independent expenditures could be limited because dissenting shareholders needed protection “from being compelled to fund corporate political speech.”
Even if Law 222’s provisions were justified by a compelling interest in fostering juridical persons’ internal democratic procedures, the statute is far from narrowly tailored to meet that end. The most problematic aspect of the statute is section 6.010, which describes the detailed schemе that a juridical person must comply with in making any election-related expenditures. Among other requirements, the juridical person must hold a membership meeting,
If these restrictions were not burdensome enough, Puerto Rico’s election comptroller has issued regulations further defining the statute’s terms. See Government of Puerto Rico, Office of the Electoral Comptroller, Regulations No. 16, Regulations to Incur Independent Expenditures and to Establish a Segregated Funds Committee (2012) [hereinafter “Regulations ”]. These regulations require the “membership meeting” to be “an assembly to be held simultaneously in various jurisdictions or geographic areas provided they are held on the same day up to 12:00 midnight,” Regulations, § 7.4 (emphasis added), meaning that “a majority plus one” of the entity’s members must meet on the same day (although not necessarily in the same location). The only issue that can be discussed at this congregation is the expenditure for election-related purposes. Additionally, the regulations require that the “maximum amount” to be expended must be stated in the notice calling for the meeting, as well as disclosed to the members at the meeting. Regulations, § 7.3. Moreover, noncompliance subjects a juridical person to an array of sanctions, including daily fines, penalties against the person’s highest ranking official, and makes “payment in violation of the provisions of [the statute]” a felony punishable by criminal fines.
Law 222 therefore piles burden upon burden in its effort to restrict the political speech of juridical persons, without any indication that these measures are remotely necessary to meet the articulated government interest. Leaving aside the draconian nature of the civil and criminal penalties at issue, the rationale for many of its requirements is difficult to fathom. Why is it necessary to require a single collective membership meeting to discuss campaign expenditures, or to demand that a majority of the membership be present to approve election-related expenditures? Why must all members meet on a single day? Why must the membership discuss only the election-related expenditure at this meeting and decline to address any other subjects? Even if some measure of restriction on juridical persons’ internal procedures were justified, why these specific procedures, and toward what end? Given their refusal to defend the merits of such provisions, defendants leave all of these crucial questions unanswered. In
In sum, Law 222’s challenged provisions are not likely to withstand strict scrutiny. For the reasons stated, the unions have demonstrated a strong likelihood that they will succeed on their First Amendment challenge to Law 222.
3. Potential for Irreparable Injury
There is no need for an extensive analysis of this element of the preliminary injunction inquiry. Because we conclude that plaintiffs have made a strong showing of likelihood of success on the merits of their First Amendment claim, it follows that the irrepаrable injury component of the preliminary injunction analysis is satisfied as well. See Elrod,
4. Balance of Harms and Public Interest
The district court blended the third and fourth components of the preliminary injunction analysis and determined that the balance of the equities and the public interest justified denial of the injunction. The court determined that the government would be stripped of its tools to implement its informatiоnal interest and the public would be left uninformed. As noted, this finding is based on a misapprehension by the district court of the scope of plaintiffs’ challenge to Law 222, since plaintiffs have explicitly disavowed any challenge to the law’s accounting, disclosure, and reporting requirements.
Furthermore, the Supreme Court noted in Citizens United that the suppression of political speech harms not only the speaker, but also the public to whom the speech would be directed: “The right of citizens to inquire, to hear, to speak, and to use information to reach consensus is a precondition to enlightened self-government and a necessary means to protect it.”
In further explanation of its denial of the preliminary injunction, the district court relied heavily on our decision in Respect Maine PAC in support of its two central findings: (1) that granting plaintiffs’ requested relief would cause substantial disruption, and (2) that plaintiffs’ alleged delay in bringing the action justified the denial of relief. This reliance was misplaced. Respect Maine PAC concerned a public matching-funds scheme for candidates for state office. Under that scheme, candidates had to declare early in their campaigns whether to accept public matching funds. If a candidate opted in to the public funds scheme, she had to agree to abide by certain rules, including a $750 cap on individual contributions. See Cushing v. McKee,
The instant case is easily distinguished from Respect Maine PAC on the issues of timing and delay. The law at issue there had been in place for more than a decade and had endured several election cycles. Id. At the time the complaint in the instant case was filed, Law 222 was only seven- and-a-half months old, and it was a response to Citizens United, which dramatically changed prior law on the First Amendment rights of corporations and unions. As already noted, there is evidencé in the record that since Law 222 was passed, the unions have been consistently developing their platform and campaign plans.
Moreover, the consequences of disrupting the public financing scheme at issue in Respect Maine PAC in the crucial weeks before the campaign would have been significant and chaotic, largely because granting the injunction would have altered rules that candidates and the public had rightfully relied upon for years. See Respect Maine PAC,
Y. Conclusion
On October 11, 2012, we granted plaintiffs’ motion for an appellate injunction pending the disposition of this appeal. That order enjoined enforcement of Sections 6.007-.010 of Law 222. Now that we have resolved the plaintiffs’ interlocutory appeal, we hereby dissolve the appellate injunction and remand to the district court with instructions to enter the following order forthwith:
The defendants are hereby enjoined from enforcing the following provisions of Law 222: 1) Section 6.010 in full; 2) the provision of Section 6.007 that states, “[i]n order for a juridical person to be able to establish a segregated сommittee or fund for these purposes, it must comply with the limitations and requirements set -forth in Section 6.010 of this Chapter”; and 3) the provision of Section 6.009 that states “[t]o make contributions or incur in this type of expenditures, a juridical person must obtain authorization of the majority vote of its members, as provided in Section 6.010 of this Act.”
We do not enjoin the enforcement of Section 6.008, which sets limits for contri
Mandate shall issue forthwith.
So ordered.
Statutory Appendix
Law No. 222, P.R. Stat. Ann. tit. 16, §§ 625g-625j.
Section 6.007. — Juridical Persons.—
No juridical person shall make contributions out [sic] its own resources in or outside Puerto Rico to any political party, aspirant, candidate, campaign committee, or to any authorized agent, representative, or committee thereof, or to political action committees that make contributions or coordinate expenditures among them. However, it may establish, organize, and administer a committee, to be known as a segregated committee or fund that, for the purposes of contributions and expenditures, shall be treated as a public action committee that must be registered in the Office of the Election Comptroller, render reports, and comply with all requirements imposed under this Act. Thus, its members, employees, and their immediate family or related persons may make contributions that shall be deposited in the account established and registered in the Office of the Election Comptroller. In order for a juridical person to be able to establish a segregated committee or fund for these purposes, it must comply with the limitations and requirements set forth in Section 6.010 of this Chapter. The committee, organization, or citizen group may make donations from said account to political parties, aspirants, candidates, and campaign committees and authorized committees, as well as to political action committees making contributions to any of them.
P.R. Stat. Ann. tit. 16, § 625g.
Section 6.008. — Limits for Segregated Committees and Public Action Committees.—
Segregated committees or funds' may make contributions to any political party, aspirant, candidate, campaign committee, and authorized committees, and to any authorized agent and representative thereof, provided that the contributions do not exceed the limits established in this Act for natural persons or aggregates. These limits shall also apply to contributions made by members to a juridical person that shall use them to make a contribution to a political party, aspirant, candidate, campaign committee, and authorized committee, or to any authorized agent and representative thereof. Two (2) or more political action committees shall be deemed to be one (1) single committee if they have been established by the same person or group of persons, are controlled by the same person or group of persons, or share officials, directors, or employees.
P.R. Stat. Ann. tit. 16, § 625h.
Section 6.009. — Independent Expenditures.—
Nothing in this Act shall limit contributions of money or anything of value made for election-related purposes to natural persons, juridical persons, or political action committees that do not contribute or incur coordinated expenditures with political parties, aspirants, candidates, campaign committees, or authorized committees, or with any authorized agent and representative thereof. However, in these cases, the provisions of Section 6.001 of this Act shall apply. To make contributions or incur in this type of expenditures, a juridical person must obtain the authori
P.R. Stat. Ann. tit. 16, § 625i.
Section 6.010. — Authorization tо Establish a Segregated Committee or Fund or to Incur Expenditures of Election-related Purposes.' — •
1. The juridical person must hold a membership meeting. The call for such meeting shall be issued fifteen (15) days before the holding thereof and shall only include this authorization purpose.
2. At the meeting, the majority plus one of the total members of the entity, whether a corporation, cooperative, partnership, association, or labor organization, shall approve by direct and secret vote the use of the money or property of the entity for election-related purposes. Under no circumstances shall a vote that has not been cast be counted as a vote in favor of the use of money or the property for election-related purposes.
8. For such authorization, the members shall be informed of the purposes of the electioneering communication or communications that shall be paid for, including thе specific purpose of the messages to be transmitted and the amount of money that shall be earmarked to such campaign. Before voting at the meeting, the members shall be clearly informed of whether they, as an organization, intend to support, oppose, or advocate for the election or defeat or a political party, ideology, aspirant, or candidate. No organizational structures shall be created to evade the requirement of obtaining the informed consent of the members of any juridical person.
4.The board of directors and the highest ranking official of the juridical person in question shall certify, under oath and under penalty of contempt, that all the requirements of this Section were met. The certification shall include the notice sent to all members and the date thereof, the date and the place of the meeting, the total number of members of the juridical person, the number of membеrs that attended the meeting, the exact results of the voting, and an accurate and detailed description of the information regarding the amount of money or property that was approved. This sworn certification shall state the veracity and accuracy of the information furnished. In addition, the Election Comptroller shall immediately publish said certification over the Internet.
5. Said certification shall be remitted, on the business day following the voting, to the Office of the Election Comptroller. After obtaining the corresponding authorization and remitting the aforementioned certification, the entity shall register in the Office of the Election Comptroller as an entity that intends to incur expenditures for election-related purposes or make contributions, and render the appropriate reports. The registration of such entity shall be carried out according to the demands and requirements of a Political Action Committee.
6. Any exеcutive, director, manager, managing partner, and the highest ranking official thereof at the time the contribution or expenditure was made for election-related purposes in violation of this Section shall be responsible for compensating the juridical person ten thousand dollars ($10,-000) or the amount of the contribution or expenditure, plus any lawfully applicable interest, whichever is higher. This responsibility shall be separate and independent from any other fine or offense set forth in this or any other Act. Any member of the juridical person may request the refund established in this Section to the Court. Any member of the juridical person may file a complaint, under oath, with the Office of the Election Comptroller to
7. This process may be regulated by the Office of the Election Comptroller subject to the requirements of this Act. P.R. Stat. Ann. tit. 16, § 625j.
Notes
. Under Law 222, juridical рersons can make financial contributions in support of a candidate for political office either through direct contributions or independent expenditures. Direct contributions are those made directly to a political candidate or to a party or committee that coordinates with that candidate’s campaign. Independent expenditures are financial investments in electioneering activity outside of a candidate’s official campaign. Puerto Rico’s campaign finance regulations define "independent expenditure or uncoordinated expenditure” as "an expenditure that is not or was not made in concert with or at the request or suggestion of a political party, aspirant, candidate, or campaign committee, authorized agent, representative, or committee of any of the above.” Regulation No. 16, § 3.1.
. We note that the text of Law 222 has been amended in part by Law 135, which came into effect on July 3, 2012, two days after the plaintiffs filed their complaint in this case. An official translation of Law 135 is not yet available. Though an unofficial translation is necessarily somewhat imprecise, we have reviewed plaintiffs' certified translation of Law 135, and conclude that Law 135 makes no substantive changes to the provisions of Law 222 at issue here. Thus, while we rely on the official translation of Law 222 in our opinion, our holding should be construed to apply with equal force to Law 222 as amended by Law 135.
. We have not been provided with an English translation of the Proposals.
. The plaintiffs have not always been precise in identifying the scope of the relief they seek. As discussed in more detail infra, the substance of the plaintiffs’ argument on the merits concerns primarily Section 6.010 of Law 222, and its relationship to other provisions of Law 222 challenged here. Indeed, plaintiffs did not raise any challenges to the prior campaign finance law, Law 45, beforе us.
. We note that this result would be the same if we were to consider defendants' jurisdictional arguments under the standing doctrine. See Warth v. Seldin,
. Defendants also maintain that plaintiffs have not taken advantage of the procedure set out in Section 3.003(e) of Law 222, which provides that a party may request án opinion from the Election Comptroller as to the scope and application of the statute. However, nowhere in Section 3.003 is the Election Comptroller given the authority to nullify unconstitutional provisions of Law 222. Because it is clear that Law 222 applies to the labor unions (a point that defendants conceded at oral argument), and because the provisions of Law 222 plaintiffs challenge are so constitutionally suspect, see infra, any administrative relief that the Election Comptroller could have provided would have been inadequate. Plaintiffs were therefore under no obligation to exhaust such remedies. See Coit Independence Joint Venture v. Fed. Sav. & Loan Ins. Corp.,
. Although the basis for the district court’s conclusion is not clear, it appeared to believe that the unions’ challenge encompassed an attack on Law 222's disclaimer and disclosure requirements. In fact, plaintiffs asserted no challenge to Law 222’s disclosure-related requirements before the district court, and reiterate this position on appeal. Those rеquirements are therefore irrelevant, and the district court erred in relying on them in its discussion of the appropriate standard of review.
. Under exacting scrutiny, the government would bear the burden of demonstrating that "(1) the statute as a whole ... serve[s] a compelling governmental interest, and (2) a substantial nexus ... exist[s] between the served interest and the information to be revealed.” Daggett,
. The district court discussed a part of the Statement of Motives that addressed the need to "better identify and prevent corrupt and unlawful actions” and emphasized the value of "transparency on [sic] the voting system of Puerto Rico,” so that the "People know who provides funding for campaign activities and advertisements intended to sway their opinion.” This part of the Statement appears to address the statute’s disclosure requirements, which are not at issue here. Defendants do not assert that Law 222’s authorization requirements are justified by an interest in transparency to the publiс at large, nor is a connection between the challenged provisions and such an interest evident. Consequently, we do not rely on this part of the Statement in identifying the government interest at stake.
. Section 2.004(42) of Law 222 defines “Membership” or "Members” as "persons entitled to vote in a juridical person such as shareholders, partners, members subject to membership fees and who are entitled to vote in the entity in question.” Although the statute repeatedly refers to "members,” it is clear that its restrictions apply to individuals who hold some form of ownership interest or voting stake in entities such as corporations and partnerships. See also id. § 2.004(56) (defining "juridical person” as "includ[ing] corporations, limited liability companies, partnerships, cooperatives, trusts, groups of persons organized as an association, and labor organizations”).
. Because we conclude that the unions' First Amendment claims are likely to succeed on their merits, we do not address their contention that the statute as drafted is void for vagueness.