*1 15-2608

Jacoby & Meyers v. The Presiding Justices

United States Court of Appeals FOR THE SECOND CIRCUIT ______________

August Term,

(Argued: August Decided: March 2017) Docket No.

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JACOBY & MEYERS, LLP, ON BEHALF OF ITSELF AND ALL OTHER SIMILARLY SITUATED ENTITIES AUTHORIZED TO PRACTICE LAW IN THE S TATE OF N EW Y ORK ; JACOBY MEYERS

USA II, PLLC,

Plaintiffs Appellants , –v.–

THE PRESIDING JUSTICES OF THE FIRST, SECOND, THIRD AND FOURTH DEPARTMENTS, APPELLATE DIVISION OF THE SUPREME COURT OF THE STATE

OF NEW YORK; ERIC T. SCHNEIDERMAN; DIANE MAXWELL KEARSE, IN HER OFFICIAL CAPACITY AS C HIEF C OUNSEL FOR THE G RIEVANCE C OMMITTEE FOR THE S ECOND

E LEVENTH AND T HIRTEENTH J UDICIAL D ISTRICTS ; GARY L. CASELLA, IN HIS OFFICIAL CAPACITY AS C HIEF C OUNSEL FOR THE G RIEVANCE C OMMITTEE FOR THE N INTH J UDICIAL D ISTRICT ; GREGORY A. GREEN, IN HIS OFFICIAL CAPACITY AS C HIEF C OUNSEL FOR THE G RIEVANCE C OMMITTEE FOR THE T ENTH J UDICIAL D ISTRICT ; GREGORY J. HUETHER, IN HIS OFFICIAL CAPACITY AS C HIEF C OUNSEL FOR THE G RIEVANCE C OMMITTEE FOR THE F IFTH

S EVENTH AND E IGHTH J UDICIAL D ISTRICTS ; PETER M. TORNCELLO, IN HIS OFFICIAL CAPACITY AS C HIEF A TTORNEY FOR THE C OMMITTEE ON P ROFESSIONAL S TANDARDS FOR THE

A PPELLATE D IVISION OF THE S UPREME C OURT T HIRD J UDICIAL D EPARTMENT ; MONICA DUFFY,

Defendants Appellees. ^[*]

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B e f o r e :

L YNCH and C ARNEY Circuit Judges and H ELLERSTEIN , District Judge .**

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Plaintiffs Appellants Jacoby & Meyers, LLP, a limited liability law partnership, and Jacoby & Meyers USA II, PLLC, a related professional limited liability company (together, “plaintiffs” “the J&M Firms”), challenge constitutionality collection New regulations and laws together prevent for law firms from accepting capital investment from non lawyers. J&M Firms allege that, if they were allowed accept outside investment, they would be able to—and would—improve their infrastructure efficiency as result reduce their fees serve more clients, including clients who might otherwise be unable afford their services. By impeding them reaching goal, J&M Firms contend, state unconstitutionally infringed as lawyers associate courts—rights are grounded, they argue, Amendment. District (Kaplan, J. ) dismissed complaint, concluding Firms failed state claim violation any that, even if such they claim were recognized, challenged regulations withstand scrutiny because they rationally related legitimate state interest. We agree under prevailing do enjoy association representatives clients’ interests; that, even if do allege some plausible entitlement, challenged regulations impermissibly infringe upon rights. We therefore AFFIRM District Court’s judgment.

A FFIRMED .

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D OUGLAS G REGORY B LANKINSHIP Finkelstein, Blankinship, Frei Pearson Garber, LLP, White Plains, New York, Appellants .

A NDREW R HYS D AVIES Assistant Solicitor General (Barbara D. Underwood, Solicitor General, Steven C. Wu, Deputy Solicitor General, on brief ), Eric T. Schneiderman, Attorney General State of New York, New York, New York, Appellees .

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S USAN L. C ARNEY Circuit Judge :

Through set prohibitions long standing New York similar those widely prevalent fifty states District Columbia, State New prohibits non investing firms. See generally N.Y. State Bar Ass’n, Report Task Force Nonlawyer Ownership reprinted at Alb. L. Rev. (2013) (“ NYSBA Report ”). prohibition generally seen helping ensure independence ethical conduct lawyers. See id. Plaintiffs Appellants Jacoby Meyers, LLP, limited liability partnership (the “LLP”), Jacoby & Meyers USA II, PLLC, related professional limited liability company (the “PLLC”; together, “plaintiffs” “J&M Firms”) bring putative class action challenging York’s rules, regulations, statutes prohibiting such investments. infusions additional capital regulations now prevent, they declare, would enable improve quality services they offer same time reduce fees, expanding their ability serve needy clients. They assert that, were they able so, they would act ability interests potential clients. Because laws currently restrict ability accomplish goals, maintain, *4 the state regime unlawfully interferes as lawyers associate courts—rights they see as grounded the Amendment. United States District for Southern District New York (Kaplan, Judge ) dismissed complaint failure allege infringement cognizable constitutional right. On de novo review, we identify no error conclusion. Neither as law partnership nor as professional limited liability company J&M have associational they claim. Even were we assume, given evolving nature commercial speech protections, possess some interests, regulations issue here adequately supported state interests too little effect client relationship viewed imposing unlawful burden Firms’ interests. We therefore AFFIRM judgment District Court.

BACKGROUND

We draw factual statement Firms’ Third Amended Complaint (“TAC”), accepting true allegations stated there purposes our review District Court’s decision. AHW Inv. P’ship Citigroup, Inc. F.3d n.1 (2d Cir. 2015).

Founded Jacoby Meyers, LLP, based law partnership “maintains network affiliated offices across country, including *5 Southern California, New York, Alabama, Florida, Arizona.” Joint Appendix (“J.A.”) 106 ‐ 07. The LLP presents as its mission following: “[T]o ensure people of modest average means, who could often afford hire a lawyer, ha[ve] a practical alternative obtain competent, qualified counsel reasonable rates.” J.A. The LLP was formed operated, still, as a ‐ law firm, as its co ‐ plaintiff, related professional limited liability company Jacoby & Meyers USA II, PLLC. ^[1]

The Firms challenge constitutionality of New York Rule of Professional Conduct 5.4, “Professional Independence Lawyer,” clutch of New York state laws combination work prevent non lawyers from investing New York law firms. ^[2] Rule 5.4, example, provides part “[a] lawyer shall practice *6 in the form of an entity authorized practice for if: (1) non lawyer owns any interest therein . . . (3) non lawyer has direct or control the professional judgment of lawyer.” N.Y. R. Prof’l Conduct 5.4(d). ^[3] Approaching issue from slightly different angle, New York Judiciary Law Section example, makes it misdemeanor any non attorney share fees compensation an in consideration client referrals. LLP alleges it “wishes expand its operations, hire additional staff, acquire new technology, improve its physical offices and infrastructure increase its ability serve its existing attract retain new clients qualified attorneys.” J.A 107. To make these improvements, LLP asserts, it requires capital contributions. It reports receiving “numerous offers” “prospective non ‐ lawyer investors . . . who are prepared invest capital in exchange owning interest firm.” J.A. 109. These include some “high net worth individuals” support “alternative business structures”—including some might permit non lawyer investment—but has remained agnostic on overarching issue, concluding simply warrants further exploration. See Am. Bar Ass’n R. Prof’l Conduct 5.4; Am. Bar Ass’n, Comm’n Future Legal Servs., Report Future Legal Srvs. 42 43 (2016). As New York State Bar Association noted, functional effect enacting these rules one jurisdiction lawyer practicing multiple jurisdictions bound by most restrictive set rules. See NYSBA Report Alb. L. Rev. 900. New York’s Rules Professional Conduct, modeled after ABA’s Model Rules

Professional Conduct, were adopted Appellate Division State NYSBA Report Alb. L. Rev. 885. They published Part Joint Rules Appellate Division. See N.Y. Comp. Codes R. Regs. tit. § (2017). *7 “institutional investors” identified the TAC. J.A. 109. And it would accept contributions through the vehicle of the professional limited liability company it formed this purpose. But light New York’s prohibitions, has “been relegated obtaining capital (i) personal contributions the partners, (ii) retained earnings fees generated and collected, and (iii) commercial bank loans, which invariably come onerous interest rates intrusive covenants conditions.” J.A. Moreover, these potential alternative sources capital either available practice, too costly used.

In 2011, LLP sued Presiding Justices New York Court’s Appellate Divisions (who administer Rule 5.4) others, asserting rule violates Fourteenth Amendments Dormant Commerce Clause Constitution. After amendment complaint, dismissal lack standing, successful appeal respect standing, case was remanded District Court, which point filed second amended complaint attempted articulate challenge entire regulatory regime. See Jacoby & Meyers, LLP v. Presiding Justices First, Second, Third & Fourth Dep’ts F. Supp. 2d (S.D.N.Y. 2012) (“ Jacoby I ”); Jacoby & Meyers, LLP v. Presiding Justices First, Second, Third & Fourth Dep’ts F. App’x (2d Cir. 2012) (“ Jacoby II ”); Jacoby Meyers, LLP Presiding Justices First, Second, *8 Third Fourth Dep’ts , 118 F. Supp. 3d 554, 563 (S.D.N.Y. 2015) (“ Jacoby III ”). ^[4] But remand they met no greater success: the District Court again granted the state’s motion to dismiss, this time holding that the Firms’ amended complaint failed to state claim a violation any constitutional right. See Jacoby III , 118 F. Supp. 3d at 566 81.

This appeal followed.

DISCUSSION

We review de novo district court’s decision to dismiss complaint failure to state claim pursuant to Federal Rule Civil Procedure 12(b)(6). Apotex Inc. v. Acorda Therapeutics, Inc. , 823 F.3d 59 (2d Cir. 2016).

On appeal, abandon many the challenges asserted in their prior complaints, press only argument New York’s prohibition non lawyer investment law firms infringes *9 to to association. ^[5] J&M Firms not clear about whether their claim a facial as ‐ applied challenge. District observed they “attempt[] characterize [their] lawsuit as an as ‐ applied challenge, [but] [they] simply do[] not appreciate distinction between as applied facial challenges.” Jacoby III F. Supp. 3d 566 n.50. On appeal, they do not address issue until reply brief. In any event, “[b]ecause plaintiffs pursue pre enforcement appeal before they been charged with any violation law, constitutes a facial, rather than applied challenge.” N.Y.S. Rifle Pistol Ass’n, Inc. v. Cuomo F.3d (2d Cir. 2015) (internal quotation marks omitted). “[T]o succeed a facial challenge, challenger must establish no set circumstances exists under which [regulation] would valid.” Id. (internal quotation marks omitted). “As result, facial challenge legislative enactment most difficult challenge mount successfully.” Id. (internal quotation marks omitted).

We agree District J&M Firms’ facial challenge fails: partnership professional limited liability company, Firms do possess claim have—and, even if they did *10 some colorable claim to such rights, complaint does plausibly allege the regulatory regime unlawfully restricts them.

A. The First Amendment Rights to Petition and Association The First Amendment prohibits the enactment “abridging . . . the right the people peaceably assemble, petition the Government redress grievances.” U.S. Const. amend. I. Petition Clause has deep roots in the Anglo ‐ American tradition. British subjects enjoyed the right petition the monarch, colonial Americans had right petition both British government local legislative assemblies. McDonald Smith 472 482 (1985); James E. Pfander, Sovereign Immunity Right Petition: Toward First Right Pursue Judicial Claims Against Government Nw. U. L. Rev. 34 (1997). Many state constitutions included right petition legislature even before federal was recognized in new country’s Constitution. Pfander, Nw. U. L. Rev. 35. Not much detail about Petition Clause appears, however, records debates. See Pfander, Nw. U. L. Rev. associate freely mentioned text Amendment, but has been derived over time implicit supportive identified amendment. Thus, drawing upon both expression, held bears some situations which *11 clients and seek each other out to pursue litigation. One line of cases involving political advocacy organizations relies expressive value of certain types associational litigation. In NAACP v. Button example, Court held NAACP’s work anti segregation cases—and organization’s efforts recruit plaintiffs cases—constituted “modes expression association protected by First Fourteenth Amendments.” 371 U.S. 415, 428 29 (1963). Similarly, In re Primus Court held ACLU attorney’s solicitation potential client was protected by First because “[t]he ACLU engages litigation as vehicle effective political expression association, well means communicating useful information public.” U.S. 412, (1978).

Another line authority recognizes seeking legal representation—specifically context union activity—have right protected First associate each other obtain legal representation vindicate effectively. See, e.g., Bhd. R.R. Trainmen v. Va. ex rel. Va. State Bar U.S. (1964) (“ Trainmen ”). In vein, held “the Amendment’s guarantees free speech, petition, assembly give railroad workers cooperate” seek counsel, “collective activity undertaken obtain meaningful courts fundamental within protection Amendment.” United Transp. Union State Bar Mich. *12 (1971). This right has attached the activities workers who associate each other obtain counsel further their litigation ends, the union as proxy for workers their exercise associational rights. See United Transp. Union , 401 U.S. at (“[T]he members union have right help advise each other securing effective representation . . . .”); United Mine Workers Am., Dist. Ill. State Bar Ass’n U.S. (1967) (“The decree issue here thus substantially impairs associational rights Mine Workers . . . .” (emphasis added)); Trainmen (“[T]he Constitution protects associational rights members union . . . .” (emphasis added)). Button line cases might casually characterized as reflecting lawyers’ expressive causes pursue—when causes implicate expressive values—whereas union cases, associational union members, as clients, are focus. never held, however, have their own attorneys associate current potential clients, own government redress their clients’ grievances when lawyers acting advocates others, advocating own cause. Although Trainmen commented “lawyers accepting employment under [the unions’] constitutionally protected plan [to recommend specific lawyers] like protection which State cannot abridge,” *13 U.S. at most, the comment dictum. It suggests only attorneys may not be censured or sanctioned taking on representation through union referral program. We think the comment may properly read recognizing an advocate’s own First Amendment associate prospective or the government through the courts.

In fact, Court explicitly distinguished between the First Amendment protections enjoyed attorneys who, part an advocacy group like ACLU or NAACP, recognized associational rights, who engaged litigation own commercial rewards, albeit context advancing protecting interests clients. In particular, Court issued on single day decisions two cases involving state regulation attorneys, highlighting distinction. In In re Primus Court struck down South Carolina Court’s sanction ACLU solicitation clients, holding disciplinary ruling infringed her rights. U.S. In decision issued tandem Primus Ohralik Ohio State Bar Association (1978), however, upheld Ohio’s restriction private attorney’s solicitation potential personal injury clients. Distinguishing pursuit expressive activity pursuit commercial interests, wrote:

Normally purpose motive speaker central protection, but does bear

distinction between conduct that is an associational act of

expression, and other activity subject plenary regulation government. Button recognized that certain forms of cooperative, organizational activity, including litigation, part of the freedom engage in association the advancement of beliefs ideas, freedom implicit guarantee of the First Amendment. As shown above, [the Primus ] appellant’s speech—as part of associational activity—was expression intended advance beliefs ideas. In Ohralik , lawyer was not engaged in associational activity advancement beliefs ideas; his purpose was advancement his own commercial interests. line, based in part motive speaker character expressive activity, will always easy draw, but no reason avoiding undertaking.

In re Primus , 436 U.S. at 438 n.32 (internal quotation marks citations omitted). We embraced distinction Board Education City Nyquist , where we rejected argument attorney First Amendment litigate behalf client even when representation might violate ethical rules. F.2d (2d Cir. 1979). Because Nyquist was not, was lawyer In re Primus “encouraging airing court point view she believed in,” we concluded individual lawyer held no related represent case raising other concerns. Nyquist F.2d (citing In re Primus 422).

B. The J&M Firms’ Purported First Amendment Rights These cases illustrate why J&M Firms have failed allege facts sufficient establish any First Amendment held them is infringed by regulations, especially light demanding standard governs facial challenge. argue rights at issue are lawyers’ “right access courts” “right associate for purposes accessing courts.” Appellants’ Br. 20. But we think In re Primus , Ohralik , Nyquist foreclose recognizing any such rights partnership PLLC itself engaged its own political advocacy expression. See In re Primus , U.S. at n.32; Ohralik 458; Nyquist F.2d Clients have First Amendment expressive which litigation may provide vehicle. When lawyers’ own expressive interests align rights, lawyers themselves may cognizable interest pursuing litigation. We aware any judicial recognition interest, however, when comes lawyer’s generic act pursuing litigation behalf client. Firms’ lead argument contrary rests primarily what we think misreading Court’s union cases. In particular, cite United

Transportation Union United Mine Workers which we describe above, proposition “lawyers hold courts.” Appellants’ *16 Br. But cases do not so hold. Rather, they uniformly decide that unions and union members rights under First Amendment to associate to act collectively to pursue action—action ordinarily necessitates involvement lawyers. They do not establish is entitled to access court a client’s behalf, least not under rights to petition or association. Our reading these two cases, focusing expressive clients, not their counsel, is in keeping, moreover, text: petition assembly attach to “the people”—who are themselves aggrieved accordingly who seek to assemble to order to redress their own grievances. Const. amend. I. Lawyers practice who act their representative capacities not themselves seek courts remediate own grievances; rather, they doing so part commercial transaction which they serve, are paid. Firms’ error is compounded by apparent assumption enjoy constitutionally protected right associate qua clients. But so ‐ called “freedom association” protected been generally understood encompass two quite different types associational activity: “choices enter into maintain certain intimate human relationships,” “associat[ion] *17 purpose of engaging those activities protected by First Amendment—speech, assembly, for redress grievances, exercise religion.” Roberts v. Jaycees U.S. 617, (1984). J&M Firms not purport invoke former. And if associations merit protection as a version latter form constitutionally ‐ protected association, must offer a means serve other Amendment ends, not association is itself a protected First activity. See Wine Spirits Retailers, Inc. Rhode Island F.3d (1st Cir. 2005) (“The [Supreme] Court tended view right association dependent underlying individual expression; there no association abstract.” (internal quotation marks alteration omitted)). In other words, because Firms not asserted clients’ underlying suits implicate concerns, we aware no constitutional protection for associating bring suits. See Nyquist F.2d fault District for relying distinction drawn case between interests private, profit attorneys ‐ profit political advocacy organizations. They contend “the courts limited instances which provide services cases political dimension,” precedent holds “that employed individual client litigate non political grievance (such *18 personal injury case) is fully protected of access courts .” Appellants’ Br. Although these assertions may hold some superficial appeal, again, we think misconstrue precedent. As noted above, Court taken pains differentiate between protections Constitution affords activities lawyers acting in profit setting those acting in not profit context, advocating political causes which themselves share; those cases reference attorneys’ own associational only limited circumstances. See In re Primus n.32; see also Ohralik U.S. n.16 (observing that, Trainmen “the highlighted difference between permissible regulation lawyers regulation impinges associational union members. . . . implicitly approved State’s regulation conduct characterized colloquially as ‘ambulance chasing.’”).

Neither Jacoby Meyers, LLP, nor Jacoby & Meyers USA II, PLLC, not ‐ political advocacy organization engaging its own expression, nor collection individuals seeking redress own grievances vindication their own rights. Instead, engaged practice law as business. Thus, firms can regulated businesses, and, will be explained below, regulations do automatically trigger strict scrutiny simply because one firm’s functions help courts. Of course, we question *19 a court, the aid of a lawyer, for redress. But in the context of for ‐ profit law firms serve their clients’ interests as a business, that belongs to the client, not the attorney. As a comparable case in the Third Circuit, “[a]ppellants provide no support for the proposition the Petition Clause protects the rights of an [operating the context a for firm] to appeal to courts other forums on behalf another.” Nat’l Ass’n the Advancement Multijurisdictional Practice v. Castille , 799 F.3d 216, 224 (3d Cir. 2015). Indeed, Supreme has observed, a “lawyer’s procurement remunerative employment a subject only marginally affected concerns. It falls squarely within State’s proper sphere economic professional regulation.” Ohralik 436 U.S. J&M Firms also perceive their challenge encompassing both present potential clients’ Petition Clause rights. To extent may bring claims on behalf their clients, we reject challenge on merits reasons explained below. But *20 context ‐ law firms who serve their clients’ interests business, that belongs to the client, not the attorney. The plaintiff firms have accordingly failed to state claim that the regulations violate their First Amendment rights.

C. The Failure to Allege any Burden on First Amendment Rights Because the law evolving rapidly with respect to the protections afforded commercial speech by First Amendment, however, we proceed one step further our analysis. We turn addressing whether, extent J&M Firms could be found have some degree First associate government through courts on their clients’ behalf—or could allowed challenge regulations on behalf their clients—their complaint states claim. We conclude again, however, claims fail because regulations supported substantial government interests impose an insubstantial burden exercise such rights. heart causal argument is:

[The] complaint alleges several specifically identified non lawyers stand ready take equity stakes [the J&M Firms’] practice; equity will enable [the allowed plaintiffs assert third party standing where “enforcement challenged restrictions against litigant would result indirectly violation third parties’ rights.” Kowalski at 130. stated existing attorney client relationship “of course, quite distinct [a] hypothetical client relationship” purposes third ‐ party standing. Id. We do decide which, if any, clients’ behalf might asserted challenge because regulations issue here violate Amendment.

Firms] to undertake several specific improvements in

technology and infrastructure; and that improvements, increasing efficiency of [the J&M Firms’] provision of legal services, will raise even higher quality legal services and lower cost to clients, thus affecting [] scope, cost, and quality lawyers’ association clients purposes accessing courts. Appellants’ Br.

Taking these projections accurate, assuming J&M Firms would fact serve more clients lower cost, York’s regulations proscribing non lawyer investment law firms do not impede lawyers’ constitutionally shielded ability associate petition. We think only plausible argument could this vein would able would fact associate serve more needy if regulations lifted. Any firm, course, might like attract more clients, any client would like pay less his lawyer’s services. But these observations mean regulations hypothetically marginally raise cost legal services infringe any lawyer’s right association access courts: connection simply too attenuated. Indeed, “the broadly formulated argument here would, if successful, undermine power states regulate bar membership” numerous fundamental aspects profession, “when power been repeatedly *22 recognized upheld by courts.” Russell v. Hug , F.3d (9th Cir. 2002). Many rules governing lawyers, educational requirements, directly or indirectly affect cost legal services. There no basis for subjecting legislative judgments balance increased cost against consumer protection strict judicial scrutiny simply because business being regulated practice law.

Like our sister circuits rejected similar Petition Clause challenges ordinary regulations profession, we see marked difference between regulations at issue here state prohibitions attorney activities were struck down Button Trainmen , Primus . Unlike cases, no attorney here risks censure sanction soliciting, meeting with, representing client—the activities can central initiating maintaining client relationship. Here, contrast, regulations prohibiting non lawyer investment firms simply “not deny [lawyers] meaningful courts.” Nat’l Ass’n Advancement Multijurisdiction Practice Berch F.3d (9th Cir. 2014) (rejecting challenge Arizona’s admission motion rule); see Castille F.3d (attorney admission reciprocity rule did violate Petition Clause, was permissible “exercise Pennsylvania’s broad power establish standards licensing practitioners regulating practice professions” (internal quotation marks omitted)). Like bar admission requirements, regulations issue here balance *23 desired limitations legal profession promote quality ethical lawyering against necessary increase in cost practicing law. Such an increased cost does implicate Amendment, especially where, as here, law firms in question operate as businesses.

The attempt to analogize case to United Transportation Union argue if right to courts “is impermissibly burdened by prohibitions mundane activities transporting attorneys’ offices,” Supreme found there, then “the same surely burdened by impediments various specific efficiency enhancing, price reducing investments in firm infrastructure that, according [the Firms’] allegations, obstructed challenged statutes rules.” Appellants’ Br. 11. Their analogy fails persuade us. union United Transportation Union had fact been enjoined from, among other conduct, receiving kind compensation reimbursement time or money spent putting its members families contact recommended attorneys— transporting its members Michigan Chicago, where were located. United Transp. Union struck down injunction, including portion related travel: “Since members union help advise each other securing effective representation, there can no doubt transportation injured members *24 attorney’s office is within scope that protected activity. To extent that injunction prohibits practice, it invalid . . . .” Id. at A court injunction works prevent from meeting with chosen all strikes us far cry state regulations may most work slightly, conjunction host other factors, increase cost services. United Transportation Union provides no reason abandon our earlier conclusion challenged New laws not threaten any First Amendment J&M Firms.

D. State’s Interest Challenged Regulations Because we hold Firms’ complaint does plausibly allege infringement right, we need stay long question whether York’s interests state justify its regulations regarding non lawyer investments. ask us apply strict scrutiny regulations. In context

claims asserting associational we instructed that, depending burden statute imposes rights, we will “apply either strict scrutiny, which case restriction survives only if narrowly drawn advance compelling state interest, rational basis review, which case restriction need only rationally related legitimate government interest.” Kraham Lippman F.3d (2d Cir. 2007) (citations omitted). Strict scrutiny applies *25 only when challenged regulation imposes “severe burdens” on associational rights. Id. As discussed above, however, no Firms even implicated by challenged regulations, much less substantially burdened by them.

Accordingly, rational basis review applies. regulations at issue plainly survive standard because rationally related legitimate government interest. As District noted, we think cognizable even motion dismiss, challenged laws serve New York State’s well ‐ established interest regulating attorney conduct maintaining ethical behavior independence among members profession. See, e.g. , Jacoby III , F. Supp. 3d at 574 ‐ 75; Ohralik at ‐ For example, proscribing involvement unrelated third parties client relationship, regulations preclude creation incentives violate ethical norms, requiring attorneys put clients’ interests foremost. See, e.g. Lawline Am. Bar Ass’n F.2d (7th Cir. 1992). They therefore easily pass muster under rational basis review.

CONCLUSION have no claim association recognized political advocacy groups

individuals seeking vindication own through counsel. And regulations issue here most attenuated effect *26 1 availability services population large. Because have 2 neither plausibly alleged they possess any implicated here 3 nor they might generously assumed have 4 been infringed, failed state claim relief.

5 We AFFIRM judgment District Court.

[*] Clerk directed amend official caption case conform caption above.

[**] Judge Alvin K. Hellerstein, United States District Southern District York, sitting designation.

[1] Before filing suit, Jacoby & Meyers, LLP, created Jacoby & Meyers USA, LLC (the “LLC”), its initial co plaintiff. See Jacoby & Meyers, LLP Presiding Justices First, Second, Third & Fourth Dep’ts F. Supp. 3d 554, 561 (S.D.N.Y. 2015). The LLC was limited liability company LLP saw as vehicle compatible managing desired outside investment. The LLP envisioned transferring its assets LLC, should permitted accept investments. Operating as law firm, however, LLC would run afoul certain New York laws bar practice by LLCs regardless nature investors. See id. (citing N.Y. LLC Law § N.Y. Judiciary Law § 495, which prohibit limited liability companies practicing law). During course these proceedings, LLC was replaced co plaintiff Jacoby Meyers USA II, PLLC. The format professional limited liability company permits both outside investment (if otherwise legal) practice law. See N.Y. LLC Law §§ et seq. (governing PLLCs).

[2] cite New York Judiciary Law §§ 478, 484, 485, 491, 495; New York Partnership Law § 1500(a)(I); Limited Liability Company Law §§ 201, 1201, 1203, 1207(a), 1211, effecting prohibition. American Bar Association, which includes equivalent Rule 5.4 its Model Rules Professional Conduct, considered whether

[4] District Court initially dismissed complaint lack standing because LLP challenged constitutionality only Rule 5.4—not other provisions New York address non lawyer investment. See Jacoby I , F. Supp. 2d at 591. On appeal, this Court vacated judgment remanded case, directing District Court grant LLP leave amend its complaint order add other relevant laws regulations. See Jacoby II F. App’x It became clear at oral argument Jacoby II LLP’s failure include provisions arose from its fear District would abstain, pursuant Railroad Commission Texas Pullman Co. (1941), from deciding case. Defendants, however, had become judicially estopped making Pullman abstention argument District view position took arguments Court, see Jacoby II F. App’x case proceeded accordingly.

[5] In papers appeal, also refer Court’s decision Citizens United Federal Election Commission (2010), attempt link freedom operate particular corporate form protections speech. They allege suppression speech, however, so case little relevance issue hand.

[6] This is suggest, course, litigant’s present his her position through counsel may easily curtailed; highlight, rather, question client’s lawyer’s.

[7] Without fully developing argument third party standing, times appear suggest claims encompass rights present potential clients. Because we reject Firms’ challenge relevant regulations on merits, we need decide today what circumstances third party standing doctrine might permit capacity plaintiffs assert rights belonging clients. (We may avoid question because limitations on third party standing prudential, constitutional. Kowalski v. Tesmer (2004).) In general, party “must assert his own legal interests, cannot rest his claim relief interests third parties.” Id. (internal quotation marks omitted). A plaintiff may bring claim behalf third party, only if he can establish: “(1) close relationship injured party (2) barrier injured party’s ability assert its own interests.” Am. Psychiatric Ass’n Anthem Health Plans, Inc. F.3d (2d Cir. 2016) (internal quotation marks omitted). also

[8] Firms’ assertions about quality representation strike us speculative and, any event, irrelevant, since courts would certainly also involve lawyer certain caliber above ordinary competence.