Full opinion text
MEMORANDUM & ORDER BLOCK, District Judge. TABLE OF CONTENTS INTRODUCTION.571 BACKGROUND.572 A. Present Procedural Framework.'.572 1. Velazquez .572 2. Dobbins.574 B. The As-Applied Challenges .574 DISCUSSION.580 A. The Tenth Amendment Challenge.580 1. Standing.581 2. Merits.583 B. The Facial Challenges.585 1. Conceptual Analysis . a. The District Court’s Decision (Velazquez I) . b. The Circuit Court’s Decision (Velazquez II). c. The Supreme Court’s Decision (Velazquez III) . d. The Supreme Court’s Decision in American Library Ass’n 2. Class-Action Restriction. 3. Attorney’s-Fees Restriction . 4. Solicitation Restriction. C. The As-Applied Challenges . 1. Standing. 2. The Undue Burden Test. 3. The Nature of the Right. 4. The Burdens. a. LSNY. b. SBLS. c. FWLS. 5. The Government’s Asserted Interests. a. Preventing the Appearance of Endorsement of Restricted Activities. 05 o b. Preventing Indirect Subsidization of Restricted Activities 05 o ÍD 6. The Balancing. Oí j-i O a. Equipment. O >-1 to b. Physical Premises. 05 N) e. Employee Time. G5 j — I to d. Intake . 612 Conclusion 613 INTRODUCTION General familiarity with the prior litigation in Action I (the Velazquez action) is presumed, as encompassed by this Court’s decision in Velazquez v. Legal Services Corp., 985 F.Supp. 323 (E.D.N.Y.1997) (“Velazquez I”), the Second Circuit’s decision in Velazquez v. Legal Services Corp., 164 F.3d 757 (2d Cir.1999) (“Velazquez II”), and the Supreme Court’s decision in Legal Services Corp. v. Velazquez, 531 U.S. 533, 121 S.Ct. 1043, 149 L.Ed.2d 63 (2001) (“Velazquez III”). Action II (the Dobbins action) was filed after the Supreme Court rendered its decision in Velazquez III. Before the Court are the following preliminary injunction applications: (1) all the plaintiffs in both actions bring a facial Tenth Amendment challenge to the extension of the restrictions Congress has imposed on legal-services entities that accept funding from defendant Legal Services Corporation (“LSC”) to state and local-government funding of these entities; (2) all the plaintiffs in both actions bring facial First Amendment challenges to three such restrictions: the class-action, attorney’s-fees and solicitation prohibitions; (3) two of the Dobbins plaintiffs, South Brooklyn Legal Services (“SBLS”) and Legal Services of New York (“LSNY”), and one of the Velazquez plaintiffs, Farmworker Legal Services (“FWLS”) (collectively “plaintiff-grantees”), bring as-applied First Amendment challenges to LSC’s program integrity rules. LSC and the United States intervener (the “Government”) (collectively “defendants”) seek dismissal of both actions pursuant to Fed. R. Civ. Pro. 12(b)(1) and 12(b)(6). The Court rejects all facial challenges, but grants plaintiff-grantees preliminary injunctive relief in respect to their as-applied challenges. BACKGROUND A. Present Procedural Framework 1. Velazquez The Velazquez complaint, as amended, mounted a broad-scaled attack under the First, Fifth and Tenth Amendments to proscribed activities imposed on recipients of LSC funds under the Omnibus Consolidated Rescissions and Appropriations Act of 1996 § 504, 110 Stat. 1321-53 (the “Act”), and a regulation enacted by LSC authorizing recipients of LSC funds to create affiliates with non-LSC funds to perform restricted activities, provided there be compliance with LSC’s program integrity rules. In addition to FWLS, a former recipient of LSC funds, which refused to accept such funds after the Act’s restrictions went into effect, the other Velazquez plaintiffs are clients of LSC grantees, lawyers employed by LSC grantees, and public-office holders of state and local governmental entities, which entities have given non-federal monies to LSC grantees (“government-donor plaintiffs”). In Velazquez I, the Court tersely disposed of plaintiffs’ Fifth Amendment challenge, finding no due process or equal protection violations, and rejected their First Amendment facial challenge to the program integrity rules, holding that they were lawfully adopted by LSC and facially afforded a means by which LSC-fund recipients could create affiliates with non-LSC funds to engage in activities prohibited by the Act. Plaintiffs appealed the rejection of their First Amendment challenge, and the Court of Appeals affirmed. In doing so, it also passed upon plaintiffs’ facial challenges to some of the restricted activities. Other than their challenge to the “suits-for-benefits” exception of the welfare-reform restriction, the circuit court rejected all such facial challenges, finding the restrictions to be viewpoint neutral. In respect to the “suits-for-benefits” exception, the circuit court held that it violated the First Amendment because it “unconstitutionally restricts freedom of speech, insofar as it restricts a grantee, seeking relief for a welfare applicant, from challenging existing law.” Velazquez II, 164 F.3d at 772. On that issue, the Supreme Court granted LSC’s application for certiorari, see Legal Services Corp. v. Velazquez, 529 U.S. 1052, 120 S.Ct. 1553, 146 L.Ed.2d 459 (2000), but affirmed. See Velazquez III, 531 U.S. at 549, 121 S.Ct. 1043. Having been denied a preliminary injunction based on their facial constitutional challenges under the First and Fifth Amendments (other than their successful First Amendment challenge to the “suits-for-benefits” exception), plaintiffs now seek a second preliminary injunction. They press at this time their facial Tenth Amendment challenge, claiming that subjecting the use of funds from state and local governments to the same restrictions applicable to LSC funds impermissibly intrudes upon state and local-government autonomy. In respect to their facial challenges to the class-action, attorney’s-fees and solicitation restrictions, they contend that the solicitation challenge had been part of their prior preliminary injunction application, but was not addressed by either the district court or circuit court in Velazquez I and II, and that even if the circuit court’s decision in Velazquez II be construed as passing upon and rejecting the facial challenges to the class-action and attorney’s-fees restrictions, each of these three facial challenges must now be reevaluated as a consequence of the Supreme Court’s decision in Velazquez III. Furthermore, FWLS raises for the first time an as-applied First Amendment challenge to LSC’s application of its program integrity rules, asserting that they impose an unconstitutional undue burden on its ability to create a non-LSC funded affiliate to engage in the Act’s restricted activities. 2. Dobbins In the Dobbins action, all the plaintiffs— LSC grantees, former LSC grantees, and private donors — none of whom are plaintiffs in Velazquez, join Velazquez plaintiffs’ preliminary injunction applications as to their facial Tenth Amendment challenge and facial First Amendment challenges to the class-action, attorney’s-fees and solicitation restrictions. In addition, two of the plaintiff-grantees, SBLS and LSNY, join Velazquez plaintiff FWLS in mounting as-applied First Amendment challenges to LSC’s application of its program integrity rules. B. The As-Applied Challenges The as-applied challenges to LSC’s application of its program integrity rules flow from the recognition by the circuit court in Velazquez II that, although “Congress may burden the First Amendment rights of recipients of government benefits if the recipients are left with adequate alternative channels for protected expression^]” 164 F.3d at 766, [i]t may be, as plaintiffs urge, that the program integrity rules will, in the case of some recipients, prove unduly burdensome and inadequately justified, with the result that the 1996 Act and the regulations will suppress impermissibly the speech of certain funded organizations and their lawyers. And it may be, as plaintiffs contend, that the program integrity requirements may prove especially burdensome in the context of legal services. We are unable to assess these contentions on the sparse record before us, and we need not assess them to decide this appeal. Any grantee capable of demonstrating that the 1996 restrictions in fact unduly burden its capacity to engage in protected First Amendment activity remains free to bring an as-applied challenge to the 1996 Act. But plaintiffs present little evidence to support their predictions regarding how seriously the 1996 Act will affect grantees generally, and they provide no basis for concluding that the program integrity rules cannot be applied in at least some cases without unduly interfering with grantees’ First Amendment freedoms. Id. at 767. On April 25, 2003, SBLS, LSNY and FWLS submitted an affiliation proposal to the Court, a structure these plaintiff-grantees contended would not impose an undue burden on their First Amendment rights. LSC rejected the proposal because, inter alia, it believed it was merely “a generalized outline of a set of hypothetical affiliations.” Letter from Stephen L. Ascher on behalf of LSC (May 9, 2003) at 1. In response, on May 22, 2003, the plaintiff-grantees submitted a “Clarification of Configuration Proposal” (“Clarified Proposal”), which provided more detail: 1. Legal separation — Each of the grantee-plaintiffs (also referred to as “LSC grantee affiliates”) proposes to establish a legally separate corporation (the “non-LSC grantee affiliate”) with its own articles .of incorporation and bylaws, in accordance with the laws of New York State. 2.Easily distinguishable names— The LSC grantee affiliates propose, at this time, to use the following names for each respective non-LSC grantee affiliate: LSC grantee affiliate Non-LSC grantee affiliate Legal Services for New York City New York City Justice Center South Brooklyn Legal Services South Brooklyn Justice Center Farmworker Legal Services of [NY] Farmworker Justice Center 3. Separate boards of directors— The boards of directors of the LSC grantee affiliates and of the non-LSC grantee affiliates, will be separate: a) the boards of the respective LSC and non-LSC affiliates will meet separately and maintain separate records; and b) the membership of the boards of directors of the LSC and non-LSC affiliates will be coextensive at the outset, but this may change over time depending on various factors. Moreover, plaintiff-grantee LSNY would prefer to operate through an affiliate structure in which LSNY would possess authority to determine the composition of the board of the New York City Justice Center. 4. No subsidy — No LSC grantee affiliate will transfer any LSC funds to a non-LSC grantee affiliate. Affiliated organizations will apportion fair value for expenses in accordance with generally accepted accounting principles and the requirements of the LSC Accounting Guide for LSC recipients, the LSC Office of Inspector General Audit Guide for Recipients and Auditors, and LSC regulation 45 C.F.R. § 1630, Cost Standards and Procedures, which provides “uniform standards for allowability of costs” charged to LSC grants, including both direct costs (e.g., salaries) and indirect costs (e.g., utilities and other forms of overhead costs). In particular, affiliated organizations will allocate indirect costs pursuant to 45 C.F.R.. § 1630.3(f), which governs the allocation of indirect costs by LSC grantees, and by separately identifying the total costs for restricted activities and treating these costs as disallowed costs pursuant to 45 C.F.R. § 1630.2(d). 5.Employee timekeeping measures — Any employee in the category of “legal personnel” who is employed part-time by an LSC grantee affiliate and by a non-LSC grantee affiliate, will maintain detailed time records for the work performed for each affiliate. These records will comply with LSC’s timekeeping regulation, 45 C.F.R. § 1635, including the requirement that an LSC grantee: shall require any attorney or paralegal who works part-time for the recipient and part-time for an organization that engages in restricted activities to certify in writing that the attorney or paralegal has not engaged in restricted activity during any time for which the attorney or paralegal was compensated by the recipient or has not used recipient resources for restricted activities. The certification requirement does not apply to a de minimis action related to a restricted activity. 45 C.F.R. § 1635.3(d). Additionally, any employee in the category of “non-legal personnel” (i.e., support personnel) who is employed part-time by an LSC grantee affiliate and by a non-LSC grantee affiliate, will maintain personnel activity reports, pursuant to LSC regulation 45 C.F.R. § 1630.3(d), for work performed for each affiliate. The regulation, which provides standards governing allowability of costs under LSC grants or contracts, incorporates the detailed guidance about personnel activity reports contained in Office of Management and Budget (“OMB”) Circular A-122, Cost Principles for Non-Profit Organizations, Attachment B, para. 6(l)(2) (Aug. 29, 1997).... No legal personnel, and no non-legal personnel, will engage in any LSC-funded activities while working as an employee of a non-LSC grantee affiliate. 6. Signage and Disclaimers — A “disclaimer” will be provided in writing individually to all clients, prospective clients, opposing attorneys and other visitors entering the premises of the LSC grantee affiliate and of the non-LSC grantee affiliate. The disclaimer will also be provided in writing individually to all clients and prospective clients who otherwise meet in-person with an employee of an affiliate. The written disclaimer will be printed on an 8.5 x 11 inch sheet of paper in 12 point type. It will also be published on web sites maintained by the affiliates, and in the places and manners described in the grantee-plaintiffs’ April 25, 2003 proposal. An oral disclaimer will be made in-person, and in telephone communications, to all individual clients and prospective clients. In addition to the written disclaimers to courts and government officials provided in paragraph six of the grantee-plaintiffs’ April 25, 2003 proposal, disclaimers will also be made orally to all individual judges, opposing attorneys, government officials, journalists and others who come into contact with either affiliate. For example, South Brooklyn Legal Services and the affiliated South Brooklyn Justice Center will present the following written and oral disclaimer (or a disclaimer containing similar text to the same effect) to all clients, prospective clients, and others identified above in paragraph six: South Brooklyn Legal Services (“SBLS”) and the South Brooklyn Justice Center (the “Justice Center”) are separate, independent non-profit corporations. SBLS receives funds from the Legal Services Corporation (“LSC”) to provide certain approved categories of legal assistance. Use of these funds from LSC is restricted by federal law. The Justice Center does not receive any LSC funds. Congress has refused to allow LSC funds to be used to finance the work of the Justice Center. Nevertheless, SBLS and the Justice Center cooperate to serve the legal needs of the low-income individuals and families in South Brooklyn. In addition, the non-LSC grantee will include the following disclaimer (or similar text to the same effect) in all client retainer agreements: I have read and understood the following: The South Brooklyn Justice Center (the “Justice Center”) is representing me. The Justice Center does not receive any Legal Services Corporation (“LSC”) funds. Congress has refused to allow LSC funds to be used to finance the work of the Justice Center. In addition, the LSC grantee will include the following disclaimer (or similar text to the same effect) in all client retainer agreements: I have read and understood the following: The South Brooklyn Legal Services (“SBLS”) is representing me. SBLS receives funds from the Legal Services Corporation (“LSC”) to provide certain approved categories of legal assistance. Federal law restricts the use of these LSC funds and all other funds provided to SBLS. Affiliates will produce the disclaimers in both English and Spanish, and will, pursuant to existing office policies, provide additional translation into other languages. 7. Equipment — The respective affiliates propose to share equipment and physical resources, including, telephone lines, computers, case management systems, libraries, legal research facilities, office furnishings, printers, fax machines and web sites. 8. Physical premises — The respective affiliates propose to operate in one physical location with no physical separation beyond that degree of physical separation required of other non-profit federal grantees by Presidential Executive Order No. 13279, 67 Fed.Reg. 77141 (Dec. 12, 2002), entitled Equal Protection of the Laws for Faith-based and Community Organizations. [Those] standards ... applied in the context of the legal services programs, would permit the LSC and non-LSC affiliates to operate in a single physical location, but would require the non-LSC grantee affiliate to provide LSC-restricted services “separately in time or location from any programs or services supported” with LSC funds. More specifically, these standards would require, for example, that a non-LSC grantee affiliate conduct its LSC-restricted activities either in a room separate from any room in which its LSC grantee affiliate is simultaneously conducting LSC-approved activities, or in the same room but at separate times. 9. Employee time — The LSC and non-LSC affiliates propose to share all legal, support and supervisory personnel (including an Executive Director, who will direct both programs). No personnel will engage in LSC-funded activities while working in the capacity as an employee of a non-LSC grantee affiliate. 10. Intake — The respective affiliates propose to share a common intake and allocation mechanism to refer clients and cases between the affiliates. [As noted], an individual disclaimer will be provided to each individual client or prospective client who contacts either affiliate. LSC also rejected this proposal. See Office of Legal Affairs External Opinion # EX-2003-1009 (“OLA External Opinion”), attached to Letter from Stephen L. Ascher on behalf of LSC (June 24, 2003). It concluded that the proposal satisfied the first two program integrity rules (legally separate entities and no subsidization); however, it failed to meet the third (physical and financial separation) because “the proposed 100% sharing of physical space, equipment, and staffs, demonstrate that the proposal as a whole fails to provide physical and financial separation.” Id. at 8. It viewed physical and financial separation as “the most nuanced and complex of the three factors required by the [program integrity rules,]” id. at 3, explaining: Whether physical and financial separation exists is determined on a case-by-case basis, considering the totality of the circumstances. Individual factors present in one situation might be acceptable in the context of the overall relationship between the entities, although they might be unacceptable in another situation in which other factors weigh more heavily against a finding of sufficient separation. Each factor weighs for or against separation. Some factors are heavy, some are light. It is the total weight of all the factors together that LSC looks at in determining the strength of the grantee’s physical and financial separation from the other entity. However, in all situations the separation between the organizations must be clear to clients, courts, agencies and others with whom the recipient comes into contact, and to the general public. It is also important to note that the financial separation requirement is distinct from the non-subsidization requirement. While bookkeeping can provide evidence of a lack of subsidization, the regulation explicitly states that mere bookkeeping separation is insufficient to meet the physical and financial separation requirement. Id. LSC explained why, in its view, the Clarified Proposal’s sharing of equipment, premises, personnel and intake demonstrated a lack of physical and financial separation: Equipment: In respect to the sharing of equipment, LSC believed that it “clearly indicates a lack of physical and financial separation” since “each grantee would essentially share one infrastructure with a non-LSC affiliate.” Id. at 6. It acknowledged that its rules “allow[ ] for organizations to share some equipment, such as a copier and a library,” but “a complete sharing of all office property, including telephones, furniture, case management systems, etc., would be a heavy indicia of a lack of physical separation.” Id. at 6-7 (emphasis in original). It recognized, however, that the sharing of costs had no bearing on the issue of subsidization. See id. at 7 (“Although the proposal notes that the costs of the equipment is intended to be apportioned, that aspect speaks only to subsidization, but not to physical and financial separation.”). Physical Premises: LSC also viewed this aspect of the Clarified Proposal “[a]s with the situation of equipment, ... as having essentially one infrastrueture[,]” id., once again drawing a distinction between subsidization and physical and financial separation. See id. (“The fact that the costs of the space would be shared speaks only to subsidization but not to physical and financial separation (mere bookkeeping separation is not enough). Allowing for the two entities to operate entirely out of one physical location without any physical separation between their respective offices would directly violate the ... requirement that they have physical and financial separation.”). Employee Time: LSC recognized that “[t]here is no per se bar against a recipient employing part-time staff who are also employed part-time by an organization which engages in restricted activity!,]” but that “[although it may be consistent [with the regulations] for affiliate organizations to share some personnel, a 100% overlapping staff weighs heavily against true physical and financial separation.” Id. (emphasis in original). It did not view the plaintiff-grantees’ pledge that “no personnel will engage in LSC funded activities while working in the capacity as an employee of a non-LSC grantee affiliate” as “amelio-rat[ing] the problem that by having completely overlapping staffs, each grantee and its affiliate appear to be essentially one organization[,]” once again recognizing that the issue was one of physical and financial separation, rather than subsidization. See id. at 8 (“In the same way that apportioning costs for overhead and equipment speaks only to the issue of subsidization and not to physical and financial separation, the fact that employees ‘on the clock’ for the grantee would not be doing any work for the affiliate, and vice versa, serves only to prevent potential subsidiza-tions and is not sufficient to demonstrate physical and financial separation of the organizations.”). Intake: LSC did not rail against sharing a common intake and allocation mechanism; rather, its concern with the Clarified Proposal in that respect was that “[t]he only description of how the intake system will work is a statement that the disclaimers described in the proposal will be provided to applicants for service and clients.” Id. LSC believed that “[a]s the point of entry for clients, a shared intake mechanism must clearly differentiate between the two entities!,]” and that the plaintiff-grantees’ disclaimer proposal “[b]y itself ... does very little to give the clients a clear experience of being directed to one of two separate organizations rather than merely being routed within one entity.” Id. Notably, LSC acknowledged that even if the two organizations were to share all physical premises, staff and equipment, adequate signage and disclaimers might satisfy any concerns that the public might perceive that the organizations were not physically and financially separate. See id. at 6 (“As described the signage and disclaimers would appear to indicate physical and financial separation. However, to the extent that the organizations plan to share all physical premises, equipment and staff, they would need extensive signage and other indicia of separateness to address the obvious perception that the respective organizations are not, in any but a superficial way, physically and financially separate.”). At oral argument on June 16, 2004, the Court expressed concern that the parties’ extensive affidavits regarding the as-applied preliminary injunction application did not clearly present uncontested facts, and afforded them an opportunity to stipulate to the facts that they believed were relevant or, if necessary, to identify contested facts for resolution at a factual hearing. See June 16, 2004 Tr. at 4-7. Thereafter, the parties entered into a stipulation and advised the Court that there was no need for a hearing. See Letter from Anne Na-einovich on behalf of LSC (July 6, 2004) at 1 & Attach. Parties’ Stipulated Facts (“Stipulation”). In the main, plaintiff-grantees identified in the Stipulation the financial burdens that LSC’s rejection of their Clarified Proposal imposed upon their ability to create unrestricted alternative channels with non-federal funds. For its part, LSC identified a number of approved affiliation proposals where there was some sharing of personnel, including part-time attorneys. See Stipulation ¶ 12. LSC states that “sharing a substantial number or proportion of recipient staff calls the recipient’s separateness into question.... For larger organizations, 10% of the recipient’s attorney/paralegal staff should serve as a guide. However, for recipients with smaller staffs, the program director should use his or her best judgment to determine whether part-time staff constitutes a substantial proportion of the recipient’s legal work-force.” Stipulation ¶ 5 (citation omitted). The Court held further oral argument on November 15, 2004 to seek, inter alia, clarification of what it perceived to be an inconsistency as to the degree of physical separation contemplated by the Clarified Proposal and LSC’s reason for rejecting that aspect of the proposal: LSC viewed the Clarified Proposal as not providing for “any physical or financial separation whatsoever[,]” Letter from Stephen L. Ascher on behalf of LSC (June 24, 2003) at 1, even though the plaintiff-grantees, incorporating the degree of physical separation required of other non-profit federal grantees under the President’s Faith-Based Initiative Program, proposed that a non-LSC grantee affiliate would conduct its LSC-restricted activities “either in a room separate from any room in which its LSC grantee affiliate is simultaneously conducting LSC-approved activities, or in the same room but at separate times.” Clarified Proposal at 5. When this was pointed out to LSC’s counsel, he agreed that “it may be possible for ... grantee affiliate[s] to enter into a situation where they have separate offices within the same building or within the same floor, as long as there is adequate signage,” and that “[i]t is possible, básed on the totality of the circumstances,” that even adjoining rooms “would not violate the program integrity regulation.” Nov. 15, 2004 Tr. at 11-12. The Government’s attorney went one step further, stating: “I make no distinction between next door or the floor below or the floor above. If it’s a separate set of offices, that’s all that’s required by the regulation.” Id. at 28-29. The LSC attorney, however, drew a line when questioned about allowing non-restricted affiliate activities to be conducted at different times in the same room as LSC-restricted activities because it “would create too much risk of confusion.” Id. at 12. The Government’s counsel raised at this oral argument his concern that the same lawyer might be handling both LSC and non-LSC components of the same case, which he believed would be contrary to Congress’ purpose “to focus the LSC-funded attorneys’ efforts on cases that the private sector would not handle.” Id. at 29. Plaintiff-grantees’ counsel offered to assuage this concern by stating that “if there is a significant non-LSC component in the case, it has to be handled by a non-LSC lawyer.” Id. DISCUSSION A. The, Tenth Amendment Challenge Plaintiffs argue that the Act and program’ integrity rules violate thé Tenth Amendment because they “interfere with the ability of state and local governments to provide funds to LSC grantees in an effort to improve the efficiency and fairness of important state and local institutions.” Mem. Supp. Pls.’ Mot. Prelim. Inj. (“Pls.’ Mem.”) at 47. Specifically, they contend that “state and local efforts to aid LSC grantees must either become encumbered by [LSC’s] restrictions, or be expended on wasteful attempts to establish and maintain burdensome separate entities.” Id. at 48. In addition to opposing this constitutional challenge on the merits, defendants contend that none of the plaintiffs have standing. 1. Standing Standing is a jurisdictional prerequisite that imposes both constitutional and prudential constraints on a litigant’s right to access the courts for the resolution of judicial disputes. As the Second Circuit has explained: Whether a party has a sufficient stake in an otherwise justiciable controversy to obtain judicial resolution of that controversy is what has traditionally been referred to as the question of standing to sue. Article III, § 2 of the United States Constitution restricts federal courts to deciding Cases and Controversies. From this has emerged the doctrine of constitutional standing. Federal courts must determine standing at the threshold of every case. It would violate principles of separation of powers for [the Court] to hear a matter that was not a case or controversy and therefore not delegated to the federal judiciary under Article III. At an irreducible constitutional minimum, Article III standing requires that the plaintiff have suffered an injury in fact — an invasion of a legally protected interest which is (a) concrete and particularized; and (b) actual or imminent, not conjectural or hypothetical. State of Connecticut v. Physicians Health Servs. of Connecticut, Inc., 287 F.3d 110, 116-17 (2d Cir.2002) (internal citations, quotations and alterations omitted). “Article III standing also requires that there be a causal connection between the injury and the conduct complained of and that it is likely that the injury will be redressed by a favorable decision.” Id. at 117 n. 7 (internal citations, quotations and alteration omitted); see Jenkins v. United States, 386 F.3d 415, 417 (2d Cir.2004) (“To establish Article III standing, a plaintiff must therefore allege, and ultimately prove, that he has suffered an injury-in-fact that is fairly traceable to the challenged action of the defendant, and which is likely to be redressed by the requested relief.” (internal citations and emphasis omitted)). Last, “as a prudential principle, ... plaintiffs] generally must assert [their] own legal rights and interests, and cannot rest [their] claim to relief on the legal rights or interests of third parties.” Physicians Health Servs., Inc., 287 F.3d at 117 (internal citations, quotations and alteration omitted). In Tennessee Electric Power Co. v. Tennessee Valley Authority, 306 U.S. 118, 59 S.Ct. 366, 83 L.Ed. 543 (1939), the Supreme Court “observed in passing that ‘absent the states or their officers,’ private parties ‘have no standing ... to raise any question under the [Tenth] [A]mendment.’” Gillespie v. City of Indianapolis, 185 F.3d 693, 700 (7th Cir.1999) (quoting Tenn. Elec. Power Co., 306 U.S. at 144, 59 S.Ct. 366). Defendants have referenced two district courts that have construed this “passing” reference as binding precedent, requiring them to reject standing. See Medeiros v. Atlantic States Marine Fisheries Comm’n, 327 F.Supp.2d 145, 153-54 (D.R.I.2004); Vermont Assembly of Home Health Agencies, Inc. v. Shalala, 18 F.Supp.2d 355, 371 (D.Vt.1998). In the Court’s view, the passing comment in Tenn. Elec. Power Co. is best viewed as dicta since the high court reached the merits. See Ara B. Gershengorn, Private Party Standing to Raise Tenth Amendment Commandeering Challenges, 100 Colum. L.Rev. 1065, 1073 (2000) (noting that in Tenn. Elec. Power Co., the Supreme Court rejected the claim on the merits, “but added in dicta, language that intimated that only the state could raise a Tenth Amendment commandeering claim.”). As such, “a distinction should be drawn between ‘obiter dictum,’ which constitutes an aside or an unnecessary extension of comments, and considered or ‘judicial dictum’ where the Court ... is providing a construction of a statute to guide the future conduct of inferior courts.” United States v. Bell, 524 F.2d 202, 206 (2d Cir.1975). The passing comment by the Supreme Court in Tenn. Elec. Power Co. is of the “obiter dictum” variety. Even if it were “judicial dictum,” it would still “not be binding,” although “it must be given considerable weight and can not be ignored in the resolution of [a] close question ....” Id. In Gillespie, the Seventh Circuit bypassed the issue of the weight, if any, to be accorded to the Supreme Court’s “passing comment,” simply noting that “standing barriers have been substantially lowered in the decades since the Supreme Court decided Tenn[.] Elec. Power Co.,” Gillespie, 185 F.3d at 700 (internal citation omitted), and addressed the merits of the Tenth Amendment standing issue. In that regard, the circuit court commented that “a difference of opinion among the lower courts exposes the unsettled nature of the issue.” Id.; see also id. 700 n. 3 (collating cases). This difference perdures. Compare Dillard v. Baldwin County Comm’rs, 225 F.3d 1271, 1276 (11th Cir.2000) (fínd-ing standing), with United States v. Parker, 362 F.3d 1279, 1285 (10th Cir.2004) (no standing). There is no Second Circuit authority. Noticeably, other than the two district courts that believed they were bound by Tenn. Elec. Power, Co., no other court passing, upon the merits of the standing issue has mentioned that case. As reflected by Dillard and Parker, they have come to different conclusions as to whether a sufficient nexus exists between an individual and the rights protected by the Tenth Amendment to warrant standing. The Gillespie court came down on the standing side, and the Court agrees, viewing Gillespie as providing the most reasoned decision. Its conclusion that “the Tenth Amendment, although nominally protecting state sovereignty, ultimately secures the rights of individuals,” Gillespie, 185 F.3d at 703, was appropriately influenced by the Supreme Court’s language in New York v. United States, 505 U.S. 144, 112 S.Ct. 2408, 120 L.Ed.2d 120 (1992): “The Constitution does not protect the sovereignty of the states for the benefit of the States or state governments as abstract political entities, or even for the benefit of the public officials governing the States. To the contrary, the Constitution divides authority between federal and state governments for the protection of individuals.” Gillespie, 185 F.3d at 703 (quoting New York, 505 U.S. at 181, 112 S.Ct. 2408). The residual question, therefore, is whether the plaintiffs meet the constitutional and prudential standing requirements. In respect to the requisite “injury-in-fact,” the Second Circuit has instructed that “marginal differences are not meaningful in assessing allegations of injury-in-fact since the injury-in-faet necessary for standing need not be large, an identifiable trifle will suffice.” New York Pub. Interest Research Group v. Whitman, 321 F.3d 316, 326 (2d Cir.2003). With the exception of the government-donor plaintiffs, the plaintiffs have alleged, at the minimum, an “identifiable trifle” of an injury-in-fact because they each are affected in some fashion by the restrictions Congress has imposed upon a grantee’s use of state and local funds; there is an obvious “causal connection between the claimed injury and the challenged conduct,” and the Court would likely “be able to redress the plaintiff[s’] injuries through the exercise of its remedial powers.” Id. at 701. Nor are there prudential obstacles to standing since these plaintiffs assert their own interests, and not simply the interests of third parties. This is not the case, however, with the government-donor plaintiffs, who are several members of the New York City Council, a New York State Senator, and a New York State Assemblyman. Members of legislative bodies may sue to remedy injuries they personally suffer. See, e.g., Powell v. McCormack, 395 U.S. 486, 512-14, 89 S.Ct. 1944, 23 L.Ed.2d 491 (1969) (recognizing member of Congress’ standing to sue for back pay as result of the House of Representatives’ refusal to seat him). Unlike the other plaintiffs, however, the government-donor plaintiffs have not articulated how they have personally suffered any injury. Legislators may also establish standing by alleging an “institutional injury” when their “votes would have been sufficient to defeat (or enact) a specific legislative Act ... if that legislative action goes into effect (or does not go into effect), on the ground that their votes have been completely nullified.” Raines v. Byrd, 521 U.S. 811, 823, 117 S.Ct. 2312, 138 L.Ed.2d 849 (1997). The government-donor plaintiffs make no such allegation. Nor do they allege that they have been authorized to sue on behalf of their respective legislative bodies. See id. at 829, 117 S.Ct. 2312 (“We attach some importance to the fact that appellees have not been authorized to represent their respective Houses of Congress in this action.”). Thus, the government-donor plaintiffs have not met their burden of establishing standing. See Hirsch v. Arthur Andersen & Co., 72 F.3d 1085, 1092 (2d. Cir.1995) (“The burden to establish standing remains with the party claiming that standing exists.”). 2. Merits The Tenth Amendment is meant to protect the system of dual federal-state sovereignty. See Printz v. United States, 521 U.S. 898, 918, 117 S.Ct. 2365, 138 L.Ed.2d 914 (1997) (“[T]he Constitution established a system of dual sovereignty.... Residual state sovereignty was ... rendered express by the Tenth Amendment[ ].... ”). Accordingly, as the Second Circuit has explained, “[fjederal statutes validly enacted under one of Congress’s enumerated powers ... cannot violate the Tenth Amendment unless they commandeer the states’ executive officials, or legislative processes.” Physicians Health Servs., Inc., 287 F.3d at 122 (internal citations omitted). Congress may, however, provide incentives to influence state action through its spending power without offending the Tenth Amendment. For example, over a half century ago, the Supreme Court, in Oklahoma v. Civil Service Commission, 330 U.S. 127, 67 S.Ct. 544, 91 L.Ed. 794 (1947), in passing upon the constitutionality of the Hatch Act in the face of a Tenth Amendment challenge, held that Congress may lawfully withhold federal funding for state employees if the state did not comply with the Act. Similarly, in South Dakota v. Dole, 483 U.S. 203, 107 S.Ct. 2793, 97 L.Ed.2d 171 (1987), the Supreme Court rejected a Tenth Amendment challenge to a federal statute that conditioned federal funding for state highways on the state’s adoption of a 21-year-old drinking age. In so doing, it explained its holding in Civil Service Commission as follows: [T]he Court considered the validity of the Hatch Act insofar as it was applied to political activities of state officials whose employment was financed in whole or in part with federal funds. The State contended that an order under this provision to withhold certain federal funds unless a state official was removed invaded its sovereignty in violation of the Tenth Amendment. Though finding that the United States is not concerned with, and has no power to regulate, local political activities as such of state officials, the Court nevertheless held that the Federal Government does have power to fix the terms upon which its money allotments to states shall be disbursed. The Court found no violation of the State’s sovereignty because the State could, and did, adopt the simple expedient of not yielding to what she urges is federal coercion. The offer of benefits to a state by the United States dependent upon cooperation by the state with federal plans, assumedly for the general welfare, is not unusual. 483 U.S. at 210, 107 S.Ct. 2793, 97 L.Ed.2d 171 (1987) (internal citations and quotations omitted). See also Hodel v. Virginia Surface Min. & Reclamation Ass’n, 452 U.S. 264, 292 n. 33, 101 S.Ct. 2352, 69 L.Ed.2d 1 (1981) (“[E]ven if it is true that the [federal statute’s] requirements will have a measurable impact on Virginia’s economy, this kind of effect, standing alone, is insufficient to establish a violation of the Tenth Amendment.”). The present case is more compelling than these precedents. The state and local governments are hardly being coerced into yielding their funds. They have full reign as to how they choose to use their monies to fund legal services for indigents, without fear of federal retribution. Thus, they may believe it wise to also limit their funding to non-restricted activities, or they may prefer to provide funding to LSC recipients for the creation of alternative channels, or they may prefer to establish their own mechanisms for rendering legal services to the poor. The cases principally relied upon by plaintiffs in support of their Tenth Amendment challenge, Printz v. United States, 521 U.S. 898, 117 S.Ct. 2365, 138 L.Ed.2d 914 (1997), New York, and Gregory v. Ashcroft, 501 U.S. 452, 111 S.Ct. 2395, 115 L.Ed.2d 410 (1991), are inapposite. In Gregory, the Supreme Court simply held that the federal Age Discrimination in Employment Act was not intended to invalidate state mandatory retirement laws for judges; therefore, the balance between federal and state powers at the heart of the Tenth Amendment was preserved since Congress chose not to interfere with the state’s operations of its courts. Affording the. state the option to decide whether it would be willing to use its monies to fund the restricted activities is the antithesis of federal intrusion upon state governmental operations. New York and Printz simply represent two examples of proscribed “commandeering.” Thus, in Printz, the Supreme Court determined that a federal law requiring state law enforcement officers to conduct background checks on prospective handgun purchasers violated the Tenth Amendment because it commandeered state officers to execute federal laws. 521 U.S. at 933, 117 S.Ct. 2365. And in New York, the Supreme Court struck down a federal law that required states to either accept ownership of radioactive waste or regulate the disposal of such waste according to federal requirements, as violative of the Tenth Amendment because Congress was “commandeer[ing] the legislative processes of the States by directly compelling them to enact and enforce a federal regulatory program.” 505 U.S. at 161, 112 S.Ct. 2408 (internal citations and quotations omitted). New York actually undercuts plaintiffs’ Tenth Amendment challenge by noting that Congress does not “lack[ ] the ability to encourage a State to regulate in a particular way, or that Congress may ... hold out incentives to the States as a method of influencing a State’s policy choices.” Id. at 166, 112 S.Ct. 2408. B. The Facial Challenges 1. Conceptual Analysis The facial challenges to the class-action, attorney’s-fees and solicitation restrictions require focused analyses of the decisions of the Second Circuit in Velazquez II and the Supreme Court in Velazquez III, as well as the Supreme Court’s decision subsequent to Velazquez III in United States v. American Library Ass’n, 539 U.S. 194, 123 S.Ct. 2297, 156 L.Ed.2d 221 (2003), addressing its holding in Velazquez III. a. The District Court’s Decision (Velazquez I) Initially, it is useful to begin by revisiting the precise issues raised and adjudicated by this Court in Velazquez I. The Court first noted that the final program integrity rules were designed to salvage the constitutionality of the Act’s restrictions by affording the plaintiffs the opportunity to establish affiliate organizations, and culled from the parties’ numerous submissions that, in addition to the due process and equal protection challenges, the following issues [were] fairly presented to the Court in the context of plaintiffs’ preliminary injunction application: (1) can the LSC lawfully adopt regulations to guard against the appear-anee that the Government endorses the prohibited activities; (2) if so, are the regulations enacted by the LSC, specifically the ‘separate personnel’ and ‘degree of separate facilities’ - program integrity requirements, properly drawn to address that interest considering the differences, such as they are, between the Title X proscriptions in Rust [v. Sullivan, 500 U.S. 173, 111 S.Ct. 1759, 114 L.Ed.2d 233 (1991) ] and the impact in this case on the legal profession and the attorney-client relationship^] Velazquez I, 985 F.Supp. at 337. The Court answered each of these questions in the affirmative. In respect to the first question, it held that LSC’s program integrity rules were, under Chevron USA, Inc. v. Natural Resources Defense Council, 467 U.S. 837, 104 S.Ct. 2778, 81 L.Ed.2d 694 (1984), a permissible construction and implementation of the Act. As for the second question, it held that the rules could not be struck down as facially unconstitutional. In that regard, the Court noted, initially, that “when dealing with an interest that is viewpoint neutral and not aimed at suppressing vital, fundamental constitutional rights, the Government need only show a ‘fit’ between the legislature’s ends and the means chosen to accomplish these ends ... that employs not necessarily the least restrictive means but ... a means narrowly tailored to achieve the desired objective.” Velazquez I, 985 F.Supp. at 340 (citations and quotations omitted; alterations in original). The Court viewed that as “the proper standard to apply when evaluating whether regulations are properly drawn to protect the Government’s interest in avoiding the perception of endorsement of programs which it does not subsidize,” id., and held that the program integrity rules met that standard because they were neither vague nor overbroad; moreover, plaintiffs did not demonstrate that they never could be applied in a valid manner. As it explained, quoting from Rust: “A facial challenge ... is, of course, the most difficult challenge to mount successfully, since the challenger must establish that no set of circumstances exists under which the Act would be valid. The fact that [the regulations] might operate unconstitutionally under some conceivable sét of circumstances is insufficient to render [them] wholly invalid.” Id. at 341 (internal citation omitted). In the course of rejecting the facial challenge to the program integrity rules, the Court disagreed with plaintiffs’ contention “that the profanity of the lawyering restrictions here at issue ... affect the fundamental nature of lawyering and the attorney-client relationship^]” id. at 342, since the Court did not view the restrictions as “significantly imping[ing]” on this relationship because under LSC’s regulations the grantee-lawyer “may counsel the client, refer the client to another attorney, and explain to the client that LSC restrictions preclude the lawyer from engaging in the activity the client may wish to undertake.” Id. at 343. The Court cautioned, however, that it would take “a critical view” of “any restrictions on ... basic lawyering” and “any unreasonable rejections of recipients’ certificates of compliance with the program integrity requirements, if such issues should arise in any future ‘as applied’ litigation.” Id. at 343-44. b. The Circuit Court’s Decision (Velazquez II) On appeal, plaintiffs renewed their Chevron and facial challenges to the program integrity rules. In addition, they raised facial challenges to a number of the Act’s restrictions. The circuit court unanimously rejected plaintiffs’ Chevron argument — that LSC was not authorized by Congress to allow for the creation of affiliate organizations as alternative channels for the unrestricted use of non-LSC funds, and that the program integrity rules did not represent a permissible construction of the Act; therefore, it affirmed the district court in that respect. See Velazquez II, 164 F.3d at 763-64. Prior to addressing the facial challenge to the program integrity rules, the circuit court unanimously declined plaintiffs’ invitation to determine whether the traditional lawyer-client relationship enjoyed constitutional protection because it determined, as did the district court, that “grantee lawyers are bound to explain to prospective and actual clients the limitations imposed by the 1996 restrictions, and may refer clients to lawyers unencumbered by the restrictions”; consequently, there was “no reason to fear that clients will detrimentally rely on their LSC lawyers for a full range of legal services.” Id. at 764. Turning to the program integrity rules, the circuit court unanimously concluded, as did the district court, that they were not facially unconstitutional. In doing so, it rejected plaintiffs’ unconstitutional-conditions argument “that the program integrity rules contained in the final regulations unreasonably burden a grantee’s ability to use nonfederal funds,” because it construed the leading unconstitutional-conditions cases-Regan v. Taxation With Representation, 461 U.S. 540, 103 S.Ct. 1997, 76 L.Ed.2d 129 (1983) (“TWR”), FCC v. League of Women Voters, 468 U.S. 364, 104 S.Ct. 3106, 82 L.Ed.2d 278 (1984), and Rust-to stand for the proposition that “in appropriate circumstances, Congress may burden the First Amendment rights of recipients of government benefits if the recipients are left with adequate alternative channels for protected expression.” Id. at 766. In so holding, it viewed Rust as the least relevant because there “the speech restriction” was “very narrow; it was limited to speech at odds with the values Congress was seeking to advance through its grant program[,]” noting that the Supreme Court, in commenting on Rust in Rosenberger v. Rector & Visitors of Univ. of Va., 515 U.S. 819, 115 S.Ct. 2510, 132 L.Ed.2d 700 (1995), explained that “[w]hen the government disburses public funds to private entities to convey a governmental message, it may ... ensure that its message is neither garbled nor distorted by the grantee.” Velazquez II, 164 F.3d at 766 (quoting Rosenberger, 515 U.S. at 833, 115 S.Ct. 2510). The circuit court reasoned, therefore, that Rust was “unlike the present case” because “[t]he restrictions here placed on grantees are not narrow; they are extremely broad” since “[gjrantees are prohibited outright from engaging in attempts to influence government’s adoption of laws[,]” and “the justification that prevailed in Rust-avoiding the distortion or dilution of the very government message advanced by the' program”- — did not “have any bearing here.” Id. Consequently, the court did not believe that Rust “compelled the conclusion that the program integrity rules[,]” although modeled after those in Rust, “necessarily allow adequate avenues for protected expression in statutory or factual contexts where the burden on speech may be more significant or where the relationship between the burden and the government benefit may be more attenuated.” Id. Nonetheless, the circuit court rejected plaintiffs’ facial challenge to the program integrity rules because plaintiffs “failed to establish that no set of circumstances exists under which the Act would be valid,” id. at 767 (internal citation and quotations omitted), since “[i]t appears likely that LSC grantees with substantial non-federal funding can provide the full range of restricted activity through separately incorporated affiliates without serious difficulty.” Id. The circuit court then addressed plaintiffs’ final claim — “that the Act discriminates against certain speech on the basis of viewpoint and is therefore unconstitutional even as applied to the use of federal monies.” Id. The court gleaned from the plaintiffs’ submissions that it “appear[ed] that plaintiffs directfed] this argument against the lobbying provisions and the welfare reform provision of the Act.” Id. In respect to the lobbying restrictions, which encompassed legislation, agency-adjudication and executive-order restrictions, the court unanimously concluded that they were “based on subject matter, not viewpoint!]]” and that “Congress may discriminate on the basis of the subject matter of grantees’ expression, because such discrimination properly confine[s the LSC program] to the limited and legitimate purposes for which it was created.” Id. at 768 (internal citation and quotations omitted; alterations in original). As for the legislation component, the court explained that “[w]hile this language, imposes a sweeping restriction on grantee activity, it burdens no particular viewpoint and favors neither speech in support of legislative action nor speech opposed[ ]” because “it prohibits the grantee from attemptfing] to influence the passage or defeat of a legislative or constitutional initiative!]]” Id. (citation and .quotations omitted;. alterations and emphasis in original). The court applied the same logic to the agency-adjudication aspect of the lobbying restrictions, finding it viewpoint neutral because “the restriction permits grantees to participate on neither side of a rule-creating adjudicatory proceeding.” Id. As for the executive-order restriction, the court interpreted it to simply “define a limitation on program content, without favoring policy continuity over change or otherwise discriminating against any viewpoint^]” id.; consequently, it “d[id] not suppress ideas but merely prohibit[ed] a project grantee ... from engaging in activities outside the project’s scope.” Id. (internal* citations and quotations omitted; alterations in original). Turning to the welfare-reform restriction, section 504(a)(16) of the Act, the court noted that it cohtained four categories of prohibited activitiés “involving an effort to reform a Federal or State welfare system!]]” Id. The court unanimously found all of them viewpoint neutral because they did not distinguish between those who supported or opposed any proposed reform. See id. at 769. There was, however, another aspect of the welfare-reform restriction that split the court. It provided that a grantee may represent “an eligible client who is seeking relief from a welfare agency!]]” but only if “such relief does not involve an effort to amend or otherwise challenge existing law in effect on the date of the initiation of representation....” Id. The majority held that this “suits-for-benefits” exception was not viewpoint neutral because “[i]t accords funding to those who represent clients without making any challenge to existing rules of law, but denies it'to those whose representation challenges existing rules.” Id. at 769-70. Noting that “different types of speech enjoy different degrees of protection under the First Amendment!]]” id. at 771, it reasoned that “a lawyer’s argument to a court that a statute, rule, or governmental practice standing in the way of a client’s claim is unconstitutional or otherwise illegal falls far closer to the First Amendment’s most protected categories of speech than abortion counseling or indecent art[,]” id., viewing this as analogous to a prohibition “calculated to drive certain ideas or viewpoints from the marketplace” because “[i]t muzzles grant recipients from expressing any and all forbidden arguments.” Id. at 772 (internal citation omitted). Because this provision was viewpoint discrimination, it was subject to “strict First Amendment scrutiny,” which it could not survive. Id. Although the circuit court gave content to the concept of viewpoint neutrality in passing upon the constitutionality of the lobbying and welfare-reform restrictions, it did not apparently address any of the three restrictions which plaintiffs now facially challenge to determine if they were viewpoint based, or otherwise constitutionally infirm. c. The Supreme Court’s Decision (Velazquez III) The constitutionality of the “suits-for-benefits” exception to the welfare-reform restriction was the only issue before the Supreme Court. The 5-4 majority affirmed the circuit court’s holding that it constituted viewpoint discrimination. Echoing the circuit court’s take on Rust, it explained that “viewpoint-based funding decisions can be sustained in instances in which the government is itself the speaker, or instances, like Rust, in which the government used private speakers to transmit specific information pertaining to its own program!,]” Velazquez III, 531 U.S. at 541, 121 S.Ct. 1043, invoking, as did the circuit court, its holding in Rosenberger, that “when the government disburses public funds to private entities to convey a governmental message, it may take legitimate and appropriate steps to ensure that its message is neither garbled nor distorted by the grantee.” Id. (quoting Rosenberger, 515 U.S. at 833, 115 S.Ct. 2510). It reasoned, conversely, that “[njeither the latitude for government speech nor its rationale applies to subsidies for private speech ... when the government does not itself speak or subsidize transmittal of a message it favors.... ” Id. at 542, 121 S.Ct. 1043 (internal citations and quotation omitted). The Supreme Court held that the LSC program, unlike the program in Rust, was “designed to facilitate private speech, not to promote a governmental message[,]” because “an LSC-funded attorney speaks on the behalf of the client[,]” not the Government, id.; therefore, “[t]he advice from the attorney to the client and the advocacy by the attorney to the courts cannot be classified as governmental speech even under a generous understanding of the concept.” Id. at 542-43, 121 S.Ct. 1043. As it further explained: “There can be little doubt that the LSC Act funds constitutionally protected expression; and in the context of this statute there is no programmatic message of the kind recognized in Rust and which sufficed there to allow the Government to specify the advice deemed necessary for its legitimate objectives.” Id. at 548, 121 S.Ct. 1043. Having concluded that the challenged restriction could not be upheld on the basis that the Government was the speaker or the sponsor of a programmatic message, the Court reasoned: The private nature of the speech involved here, and the extent of LSC’s regulation of private expression, are indicated further by the circumstance that the Government' seeks to use an existing medium of expression and to control it, in a class of cases, in ways which distort its usual functioning. Where the government uses or attempts to regulate a particular medium, we have been informed by its accepted usage in determining whether a particular restriction on speech is necessary for the program’s purposes and limitations. Id. at 543, 121 S.Ct. 1043. The Court therefore drew analogies from limited forum caselaw because' the subsidization 'Of legal services entities “presumes that private nongovernmental speech is necessary, and a substantial restriction is placed upon that speech.” Id. at 544, 121 S.Ct. 1043. Turning to the challenged “suits-for-benefits” exception to the welfare-reform restriction, the Court explained: By providing subsidies to LSC, the Government seeks to facilitate suits for benefits by using the state and federal courts and the independent bar on which those courts depend for the proper performance of their duties and respons