Full opinion text
MEMORANDUM OPINION AND ORDER ST. EVE, District Judge. On August 17, 2006, a grand jury returned a seventeen-count third superseding indictment (the “Indictment”) naming four individual Defendants — Conrad M. Black, John A. Boultbee, Peter Y. Atkinson, Mark S. Kipnis — and a corporate Defendant, the Ravleston Corporation Limited (collectively, “Defendants”). The Indictment charges that Defendants committed the following offenses: (1) mail and wire fraud, in violation of 18 U.S.C. §§ 1341, 1343, including the deprivation of the intangible right to honest services, in violation of 18 U.S.C. § 1346, (2) money laundering, in violation of 18 U.S.C. § 1957; (3) obstruction of justice, in violation of 18 U.S.C. § 1512(c)(1); (4) racketeering, in violation of 18 U.S.C. § 1962(c); and (5) criminal tax violations, in violation of 26 U.S.C. § 7206(2). Defendants have filed a number of motions to dismiss and motions to strike challenging the legal and factual sufficiency of the Indictment. For the reasons discussed below, the Court denies those motions. LEGAL STANDARD I. Motions To Dismiss Fed.R.Crim.P. 12(b)(2) provides that “[a] party may raise by pretrial motion any defense, objection, or request that the court can determine without a trial of the general issue.” When considering a motion to dismiss under Rule 12(b)(2), “a court assumes all facts in the indictment are true and must 'view all facts in the light most favorable to the government.’ ” United States v. Segal, 299 F.Supp.2d 840, 844 (N.D.Ill.2004) (quoting United States v. Yashar, 166 F.3d 873, 880 (7th Cir.1999)). When viewed in that light, an indictment is sufficient if it satisfies three, constitutionally-mandated requirements. United States v. Anderson, 280 F.3d 1121, 1124 (7th Cir.2002). “First, [an indictment] must adequately state all of the elements of the crime charged; second, it must inform the defendant of the nature of the charges so that he may prepare a defense; and finally, the indictment must allow the defendant to plead the judgment as a bar to any future prosecution for the same offense.” Id. (citing United States v. Smith, 230 F.3d 300, 305 (7th Cir.2000); further noting that “[t]he Fifth Amendment guarantees the right to an indictment by grand jury and serves as a bar to double jeopardy, while the Sixth Amendment guarantees that a defendant be informed of the charges against him.”). In this regard, “[i]ndietments need not exhaustively recount the facts surrounding the crime’s commission,” United States v. Agostino, 132 F.3d 1183, 1189 (7th Cir.1997), rather “when determining the sufficiency of an indictment, [a court] look[s] at the contents of the subject indictment ‘on a practical basis and in [its] entirety, rather than in a hypertechnical manner.’ ” United States v. McLeczynsky, 296 F.3d 634, 636 (7th Cir.2002) (quoting Smith, 230 F.3d at 305). In addition, “[a]n indictment, or a portion thereof, may be dismissed if it is otherwise defective or subject to a defense that may be decided solely on issues of law.” United States v. Labs of Virginia, Inc., 272 F.Supp.2d 764, 768 (N.D.Ill.2003); see also United States v. Flores, 404 F.3d 320, 324 (5th Cir.2005) (“[t]he propriety of granting a motion to dismiss an indictment under [Fed.R.Crim.P.] 12 by pretrial motion is by-and-large contingent upon whether the infirmity in the prosecution is essentially one of law or involves determinations of fact. If a question of law is involved, then consideration of the motion is generally proper.” (citation omitted)). II. Motions To Strike Federal Rule of Criminal Procedure 7(d) provides that “[u]pon the defendant’s motion, the court may strike sur-plusage from the indictment.” Fed. R.Crim.P. 7(d). The related Advisory Committee Notes explain that the rule “introduces a means of protecting the defendant against immaterial or irrelevant allegations in an indictment ... which may, however, be prejudicial.” “Motion to strike portions of the indictment should be granted ‘only if the targeted allegations are clearly not relevant to the charge and are inflammatory and prejudicial.’ ” United States v. Andrews, 749 F.Supp. 1517, 1518 (N.D.Ill.1990) (citation omitted); see United States v. Williams, 445 F.3d 724, 733 (4th Cir.2006) (“[A] motion to strike sur-plusage from the indictment should be granted only if it is clear that the allegations are not relevant to the charge and are inflammatory and prejudicial”) (citations omitted); United States v. Michel-Galaviz, 415 F.3d 946, 948 (8th Cir.2005). “Simply put, legally relevant information is not surplusage [and] due to the exacting standard, motions to strike information as surplusage are rarely granted.” United States v. Bucey, 691 F.Supp. 1077, 1081 (N.D.Ill.1988). With these principles in mind, the Court turns to the merits of Defendants’ Motions. ANALYSIS I. The Parties and Other Key Entities Hollinger International, Inc. (“International”) was a Delaware corporation with an office located in Chicago, Illinois. (R. 219-1, Indictment at 1, ¶ la.) International was a holding company that was publicly traded on the New York Stock Exchange. (Id.) Through its operating subsidiaries, International owned and published newspapers around the world, including the Chicago Sun-Times, The Daily Telegraph in the United Kingdom, the National Post in Toronto, Canada, the Jerusalem Post in Israel, and numerous community newspapers in the United States and Canada. (Id.) International maintained an audit committee (the “Audit Committee”) consisting of three independent directors that functioned as International’s independent director committee for purposes of reviewing and approving the fairness of “related party” transactions between International and its controlling shareholders, officers, and/or directors. (Id.) Hollinger Inc. (“Inc.”) was a Canadian corporation with its principal office located in Toronto, Canada. (Id. at 2, ¶ lb.) Inc. was a holding company that was publicly traded on the Toronto Stock Exchange. (Id.) Inc’s primary asset was its interest in International, which it held directly through various subsidiaries. (Id.) Inc. held approximately 30% of International’s equity, but still controlled a majority of International’s stock voting power. (Id.) This disproportionate voting power existed because most of Inc.’s shares in International were Class B common stock that had a 10-1 voting preference over the Class A common shares held by International’s public shareholders. (Id.) Defendant the Ravelston Corporation Limited (“Ravelston”) was an Ontario, Canada corporation with its principal office located in Toronto, Canada. (Id. at 2, ¶ 1 c.) Ravelston was a privately held corporation, with 98.5% of its equity owned by officers and directors of International and Inc., and 1.5% owned by the estate of a former Inc. director. (Id.) Ravelston’s principal asset was its controlling interest in Inc., which it held directly and through various subsidiaries, and which was approximately 78% of Inc.’s equity during the relevant time period. (Id.) Ravelston, thus, was the controlling shareholder of International through its controlling interest in Inc. (Id. at 3, ¶ 1 c.) Defendant Conrad M. Black (“Black”) is a trained attorney and was a Canadian citizen until 2000 when he became a member of the United Kingdom’s House of Lords. (Id. at 3, ¶ Id.) He resided in Toronto, London, and Palm Beach, Florida, and frequently stayed at an apartment owned by International in New York City. (Id.) Black, through Conrad Black Corporation (“CBCC”), owned approximately 65.1 % of Ravelston. (Id.) Through his controlling interest in Ravelston, Black indirectly owned approximately 51 % of Inc., and through his ownership in Inc., Black indirectly owned approximately 15% of International. (Id.) Despite having only a minority ownership in International, Black maintained voting control over International through Inc.’s ownership of International’s “super-voting” Class B Common Stock. (Id.) Black also served as Chief Executive Officer and Chairman of the Board of Ravelston, Inc. and International. (Id.) Defendant John A. “Jack” Boultbee, (“Boultbee”), a Canadian citizen and a Chartered Accountant in Canada, owned through Mowitza Holdings, Inc. approximately 0.98% of Ravelston. (Id. at 3, ¶ le.) Boultbee also served as: (1) Chief Financial Officer of Ravelston; (2) Chief Financial Officer, Executive Vice President and a Director of Inc.; and (3) Executive Vice President and, for a period of time, Chief Financial Officer of International. (Id. at 3-4, ¶ le.) Defendant Peter Y. Atkinson (“Atkinson”), a Canadian citizen and licensed attorney in Canada, owned 0.98% of Ravel-ston. (Id. at 4, ¶ If.) Atkinson also served as Vice President and General Counsel of Inc., and Executive Vice President of International. (Id.) Defendant Mark S. Kipnis (“Kipnis”), a United States citizen and an attorney licensed in Illinois to practice law since 1974, served as Vice President, Corporate Counsel and Secretary of International. (Id. at 4, ¶ 1 g.) F. David Radler (“Radler”), a former Defendant who pled guilty in this case on September 20, 2005, was a Canadian citizen who resided in Vancouver, Canada. Radler, through FDR Ltd., owned approximately 14.2% of Ravelston. (Id. at 5, ¶ lh.) Radler served as the President of Ravelston and also served as the Deputy Chairman of the Board of Directors, the President and the Chief Operating Officer of both International and Inc. (Id.) Defendants Black, Boultbee, Atkinson, and Ravelston provided International with executive services, along with certain accounting, financial reporting and other administrative functions pursuant to a management services agreement between Ravelston and International. (Id. at 5-6, ¶ li.) II. Defendants’ Motions To Dismiss the Honest Services Charges A. The Charged Conduct As is relevant for purposes of this Opinion, the Indictment alleges that, at times material to the charged honest services offenses, the following facts occurred: Commencing in May of 1998 and continuing through 2001, International embarked on a business plan to sell off nearly all of its United States community newspaper assets. (Id. at 7, ¶ lk.) In May 1998, an International subsidiary sold American Trucker and several other smaller publications to Intertec Publishing Company for a total amount of approximately $75 million. (Id.) From early 1999 through late 2000, International and its subsidiaries sold virtually all of International’s United States community newspapers (except for those in the Chicago metropolitan area), in a series of sales to a variety of purchasers: Purchaser Total Amount Closing Date (approx.) Community Newspaper $472 million 2/1/99 Holdings, Inc. (“CNHI”) Horizon Publications $ 43.7 million 3/31/99 . Inc. (“Horizon”) Forum Communications $ 14 million 9/30/00 Inc. (“Forum”) PMG Acquisition Corp. $ 59 million 10/2/00 (“Paxton”) Newspaper Holdings $ 90 million 11/1/00 Ine. (“CNHI II”) (Id.) Radler supervised the negotiations of the business terms of each of these transactions, and Kipnis participated in the documentation and closing of each transaction. (Id. at 7, ¶ 11.) The closing documents for each of these transactions included a non-competition agreement signed by International, in which International promised not to acquire or establish a newspaper within a certain geographic distance from the newspapers it sold for a certain period of time after the sale at issue. (Id. at 7-8, ¶ 1m.) Such agreements are standard practice in the newspaper industry because newspaper purchasers buy not just the trade name of the newspaper, but also its subscriber and advertiser bases. (Id.) The Indictment asserts, however, that Defendants abused this standard practice to benefit themselves at the expense of International’s shareholders by inserting themselves and Inc. as recipients of non-competition fees that should have, and otherwise would have, been paid exclusively to International. (Id.) 1. The Non-Competition Agreements a. American Trucker On May 11, 1998, International (through a subsidiary) sold American Trucker and Mine and Quarry Trader to Intertec Publishing Corp. for $75 million. (Id. at 10, ¶ 4.) The closing documents provided that $2 million would be paid to International to obtain a non-competition agreement. (Id.) Radler signed the asset purchase agreement and non-competition agreement on behalf of International. (Id.) Intertec did not request or receive a non-competition agreement from Inc. as part of the transaction. (Id.) In January 1999, approximately eight (8) months after the sale, Black, Boultbee, and Radler decided to divert to Inc. the $2 million that International received for the American Trucker non-competition agreement. (Id. at 10, ¶ 5.) Consistent with this decision, Ravelston’s agents caused the Executive Vice President of International’s Community Newspaper Division to send a memorandum to International’s Assistant Treasurer (and Radler) falsely stating that the $2 million “was actually for [Inc.] as compensation for the Non-Compete as specified in the American Trucker transaction.” (Id.) On February 1, 1999, Kipnis signed the $2 million check from International to Inc. (Id. at 10-11, ¶ 6.) These funds purportedly represented the entire $2 million non-competition payment from the American Trucker transaction to Inc. as compensation for Inc.’s assent to the non-competition agreement. (Id.) Ravleston’s agents and Kipnis, however, knew that Inc. had never signed or been asked to sign a non-competition agreement in the American Trucker transaction. (Id.) Inc. did not present a competitive threat to any of the publications sold in this transaction because Inc. did not employ staff who could manage newspaper properties in the United States other than the staff already working for International, which was subject to the non-competition agreement. (Id.) Defendants Ravelston, Black, Boultbee, Radler and Kipnis did not disclose the $2 million payment from International to Inc. as a related-party transaction to International’s Audit Committee. (Id. at 11, ¶ 7.) b. CNHI I On February 1, 1999, International sold certain newspaper assets to CNHI for approximately $472 million. (Id. at 11-12, ¶ 8.) The deal letter for the CNHI transaction, executed in December 1998, provided that International would sign a non-competition agreement in exchange for $50 million, presumably CNHI’s actual valuation of International’s non-competition. (Id.) After that deal letter, in January 1999, Defendants Ravelston, Black, Boultbee, and Radler, decided to insert Inc. as a non-competition covenantor, and decided that Inc. would receive $12 million (or approximately 25%) of the $50 million originally slated for International’s non-competition agreement. (Id. at 12, ¶ 9.) Defendants Black, Boultbee, Radler, and Kipnis knew that CNHI had not requested to add Inc. to the non-competition agreement. (Id.) In late January 1999, just days ahead of closing the CNHI deal on February 1, 1999, Kipnis inserted Inc. into the closing documents as a non-compete covenantor. (Id'at 12, ¶ 10.) The final, executed covenant stated that “[CNHI] was not willing to enter into the Exchange Agreement and Lenders are not willing to provide financing to [CNHI] for the acquisition of the Newspapers unless Covenantors execute this Agreement.” (Id.) Kipnis signed the asset purchase agreement and non-competition agreement on behalf of International, and Radler signed the non-competition agreement on behalf of Inc. (Id.) According to the Indictment, both Kipnis and Radler signed the non-competition agreements knowing that CNHI was willing to enter into the transaction without Inc.’s non-compete agreement. (Id.) On February 1, 1999, Defendant Kipnis caused $12 million of the transaction proceeds to be wire transferred directly to Inc. instead of International. (Id. at 12, ¶ 11.) According to the Indictment, the American Trucker and CNHI I transactions served as the “template” for Defendants’ fraud scheme. (Id. at 13, ¶ 13.) In January 1999, Ravelston’s agents, including Black, Boultbee, and Radler, decided that, in connection with all future sales of International’s United States community newspapers, Inc. would become a non-compete covenantor as a matter of course, and would receive 25% of the proceeds allocated to the non-competition agreement in each transaction. (Id.) Defendant Kipnis was present at the time the decision to implement the template was made and characterized it as having been made by “Toronto” — a reference to Ravelston’s agents based in Toronto, Canada. (Id.) Defendants Ravel-ston, Black, Boultbee, and Kipnis all failed to disclose the plan to implement the template to International’s Audit Committee. (Id.) c. Horizon Black and Radler owned substantial interests in Horizon, a privately-owned newspaper company. (Id. at 14, ¶ 14.) In an agreement dated March 31,1999, International agreed to sell certain publications to Horizon for $43.7 million. (Id.) Black, Boultbee, and Radler decided that the amount of the non-competition agreement accompanying the transaction would be $5 million — with International and Inc. splitting it according to the template. (Id.) On June 30, 1999, Kipnis helped implement the template by including Inc. in the transaction documents, and causing $1.2 million to be wire transferred to Inc. in August 1999 when Horizon received the funding necessary to close the transaction. (Id. at 14, ¶ 15.) Kipnis signed the asset purchase agreement and non-competition agreement on behalf of International, and Radler signed the non-competition agreement on behalf of Inc. (Id.) As the Indictment describes this transaction, “in the Horizon transaction, Ravleston’s agents, including Black, Boultbee, and Radler, had in essence negotiated an agreement with themselves (Inc.), not to compete against themselves (Horizon), resulting in them paying themselves (Inc.) approximately $1.2 million.” (Id.) d. Forum and Paxton On September 30, 2000, International entered into an Asset Purchase Agreement to sell newspapers to Forum Communications Co. for $14 million, $400,000 of which was allocated to non-competition agreements. (Id. at 16, ¶ 17.) On October 2, 2000, International entered into an Asset Purchase Agreement to sell newspapers to Paxton for $59 million, $2 million of which was allocated to non-competition agreements. (Id.) At the time of these deals, Radler thought that Kipnis had included Radler, Black, Boultbee, and Atkinson as additional non-compete covenantors and that 3% of the proceeds from each transaction had been set aside to fund the non-compete payments to the International officers. (Id. at 17, ¶ 19.) In fact, these amounts had not been set aside. (Id. at 17, ¶20.) Thereafter, on April 9, 2001, Black, Boultbee, Atkinson, Radler, and Kipnis caused an International subsidiary to pay $600,000 to Black, Boultbee, Atkinson, and Radler, as “supplemental non-competition payments.” (Id. at 17, ¶ 21.) None of Defendants, however, actually had signed a non-compete agreement. (Id.) e.CNHI II On November 1, 2000, International sold another batch of newspapers to CNHI, this time for $90 million. (Id. at 18, ¶ 22.) Pursuant to the “template” established by Ravelston’s agents, Kipnis inserted Inc. into the CNHI asset purchase agreement as a non-compete covenantor. (Id.) The asset purchase agreement, dated September 28, 2000, allocated $3 million of the purchase price to International and Inc.’ non-competition agreements — $2.25 million to International (75%) and $750,000 to Inc.(25%). CNHI had not requested to include Inc. as a non-compete covenantor. (Id.) In late October 2000, Kipnis asked CNHI to include Black, Boultbee, Atkinson, and Radler as additional covenantors, and CNHI did not object. (Id. at 18, ¶ 23.) Just prior to closing, Black directed Ra-dler to allocate approximately $9.5 million of the transaction proceeds to the non-competition agreements for Black, Boult-bee, Atkinson, and Radler, and Radler passed the directive on to Kipnis. (Id. at 19, ¶ 24.) As Defendants were aware, International otherwise would have received that $9.5 million as proceeds from the CNHI II transaction. (Id.) At the closing, on November 1, 2000, Kipnis signed the asset purchase agreement on behalf of International and the non-competition agreement on behalf of International, Inc., Black, Boultbee, Atkinson, and Radler. (Id.) Kipnis signed the non-competition agreement knowing that CNHI was willing to enter into the transaction without Inc. or the four individuals’ non-compete agreement. (Id.) On November 1, 2000, Kipnis, in addition to wiring $750,000 to Inc., tried to convince CNHI to wire the $9.5 million directly to Black, Boultbee, Atkinson, and Radler. (Id. at 19, ¶ 26.) CNHI refused in part because it had never heard of Boultbee or Atkinson, but allowed Kipnis to handwrite the names and disbursement amounts for the four International officers on the bank’s wiring instructions. (Id.) Kipnis subsequently arranged to send the $9.5 million to American Publishing Company, a subsidiary of International, which later issued checks totaling $9.5 million to Black, Boultbee, Atkinson, and Radler. (Id. at 19-20, ¶ 27.) Kipnis also caused American Publishing Company to issue him a $100,000 bonus check. (Id.) f. The February 2001 Payments from American Publishing Company In February 2001, Black, Boultbee, Atkinson, Radler, and Kipnis fraudulently mischaracterized bonus payments to the four International officers as non-competition agreements. (Id. at 20, ¶ 28.) Black, Boultbee, Atkinson, and Radler decided that they would pay themselves, purportedly on behalf of International, a bonus of $5.5 million. (Id.) They labeled these payments as non-competition payments, rather than bonus compensation to take advantage of the potential tax benefits that genuine non-competition payments received under Canadian tax laws. (Id.) Kipnis prepared (and signed) non-competition agreements between American Publishing Company and Black, Boultbee, Atkinson, and Radler. (Id. at 20-21, ¶ 29.) Each executive agreed not to compete for three years after he left International’s employ. (Id.) The agreements were backdated to December 31, 2000. (Id.) By the time Defendants executed the agreements, American Publishing owned only one community paper, a weekly newspaper in Mammoth Lake, California, that International was at the time trying to sell. (Id.) As the Indictment characterizes it, “Black, Boultbee, Atkinson, and Radler had signed a $5.5 million agreement not to compete in the newspaper business with a company that was, for all intents and purposes, no longer in the newspaper business.” (Id.) In February 2001, Black, Boultbee, Atkinson, Radler, and Kipnis caused an American Publishing Company subsidiary to issue checks totaling $5.5 million to Black, Boultbee, Atkinson, and Radler. (Id.) Defendant Kipnis arranged for the delivery of the checks, which like the non-competition agreements, were backdated to December 31, 2000. (Id.) g. CanWest In early 2000, International sold to Can-West Global Communications Corp. hundreds of Canadian newspapers, an internet investment called Canada.com, and a fifty percent interest in the National Post. (Id. at 29, ¶ 2a.) International owned exclusively about 2/3 of the assets sold. (Id.) The purchase price was $2.1 billion, with $51.8 million allocated to non-competition agreements. (Id. at 29, ¶¶ 2a, 2b.) Defendant Black negotiated the transaction, and Defendants Boultbee, Atkinson, and Kipnis participated in reviewing and finalizing the transaction. (Id. at 29, ¶ 2b.) On July 28, 2000, Defendants Black, Boultbee, and Atkinson inserted Boultbee and Atkinson as non-compete convenantors. (Id. at 30, ¶ 5.) Prior to this date, CanWest had requested only that International, Ravelston, Black, and Radler sign non-competition agreements, and the transaction agreement had not allocated any of the sales proceeds to such agreements. (Id.) Defendants Black, Boultbee, and Atkinson agreed to insert Boultbee and Atkinson as non-compete covenantors and recipients of non-competition fees as a mechanism through which International would pay them a bonus. (Id. at 31, ¶ 6.) Until this time, International had never paid Boult-bee or Atkinson a bonus; Ravelston had paid all of their compensation through its management fees. (Id.) Defendants decided to label these payments as non-competition payments, rather than bonus compensation, in order to take advantage of the potential tax benefits that genuine non-competition payments received under Canadian tax laws. (Id.) In addition, at Defendants’ direction, the $51.8 million set aside for the non-competition payments decreased International’s compensation for the newspapers it was selling to CanWest. (Id. at 31, ¶ 5.) On September 1, 2000, Kipnis prepared and sent a memorandum to International’s Audit Committee regarding the CanWest transaction. (Id. at 32, ¶ 7.) According to the Indictment, this memorandum mis-characterized the transaction in certain material ways. For instance, this memorandum stated that: (1) the transaction agreement allocated $32.4 million to non-competition payments, when the transaction agreement actually so allocated $51.8 million; (2) CanWest requested to include Atkinson and Boultbee as non-competition convenantors, when CanWest had not so requested; and (3) International would receive $2.6 million for its non-competition agreement, when International in fact received nothing. (Id.) At the Audit Committee meeting on September 11, 2000, Defendant Kipnis allegedly misrepresented other facts relating to the CanWest transaction. (Id. at 33, ¶ 8.) Among other items identified in the Indictment, Kipnis stated that CanWest had originally insisted on Black and Radler each receiving $16.8 million for their non-competition agreements, when CanWest never insisted that any non-compete covenantor receive any money. (Id.) The Audit Committee approved the non-competition payments, in part, based on these representations. (Id.) The CanWest deal closed on November 16, 2000, (id. at 34, ¶ 9), but neither International’s Form 10-K nor its proxy statement (both filed in early 2001) disclosed the non-competition payments made to Ravelston, Black, Boultbee, Atkinson, and Radler. (Id. at 35, ¶ 11.) In April 2001, an outside attorney discovered these payments in the course of due diligence in connection with a proposed loan to International. (Id.) That attorney opined that International needed to disclose these payments in a filing with the SEC. (Id.) In response to the lender attorney’s inquiry, Defendants Black, Boultbee, Atkinson, and Kipnis decided to alter the paper record on which International approved the CanWest payments. (Id. at 35, ¶ 12.) Defendants sought ratification of the payments from the Audit Committee and the Board of Directors based on a memorandum dated May 1, 2001 (the “May Memorandum”). (Id.) The stated purpose of the May Memorandum, which International’s Audit Committee and Board of Directors reviewed, was to correct certain “inadvertent” inaccuracies in the information previously disclosed to these entities. (Id.) The May Memorandum, which Kipnis signed and Defendants reviewed, contained certain alleged misrepresentations, including that: (1) Can-West refused to consummate the deal without Boultbee and Atkinson signing non-competition agreements; and (2) the non-competition payments reflected the actual value that CanWest attributed to the obligors’ non-competition agreements. (Id.) The May Memorandum also failed to correct the September memorandum’s representation that International would receive $2.6 million for its non-competition agreement. (Id.) 2. Abuse of Perquisites The Indictment also alleges that Defendants Black and Boultbee maintained a scheme to defraud International and its shareholders by abusing certain perquisites, including International’s corporate residence in New York City, International’s corporate jet, and International’s reimbursement of Black’s business-related entertainment expenses. (Id. at 44, ¶ 2a.) a. The New York City Apartment International owned a second-floor apartment in New York, New York (the “Second Floor Apartment”), which International authorized Black to use when he was in New York City. (Id.) International, through a subsidiary, purchased the Second Floor Apartment in December 1994 for $3 million, and International gave Black the option to purchase that apartment. (Id.) The option agreement provided that International would pay for “all closing costs and capital improvements, decorating and furnishings needed, as agreed between Black and the Company, to put the Apartment into appropriate habitable condition for the uses contemplated by Black and the Company.” (Id. at 45, ¶ 2b.) In 1996, however, Black planned to spend more that $2 million to, among other things: (1) reduce the number of bedrooms from six to three, and (2) decorate the apartment in lavish fashion. (Id.) At some point, several shareholders complained about the company spending $3 million on an apartment in New York City for use by an executive who was a Canadian citizen and who, for tax reasons, could only spend a limited number of days each year in the United States. (Id.) Black, thereafter, agreed to pay for the proposed renovation to the apartment, but the parties did not change the terms of the option agreement. (Id.) The parties also did not discuss whether International would reimburse Black for this expense, or whether Black’s payment thereof created any loan from Black to International. (Id.) In January 1998, Black purchased the ground floor apartment (the “Ground Floor Apartment”) directly underneath the Second Floor Apartment for approximately $499,000. (Id. at 45, ¶2&) In 1998 and 1999, while Black owned the Ground Floor Apartment, International paid more than $1.5 million for a total renovation of the Ground Floor Apartment, which included the creation of living quarters for Black’s servants. (Id.) Black paid little, if anything, toward the renovation of the Ground Floor Apartment. (Id.) Defendant Black concealed the fact that International had paid for the renovation of his Ground Floor Apartment by causing International to make false statements in its proxy statements about these payments. (Id. at 48, ¶ 11.) International’s 1999 proxy statement described the Second Floor Apartment that International had purchased for Black’s use in 1994, and then stated that International in 1998 had paid $957,722 for “building out and maintaining” that apartment. (Id.) International’s 2000 proxy statement again referred to the Second Floor Apartment and then stated that International had paid $143,500 for “building out and maintaining” that apartment. (Id.) The Indictment alleges that in both instances the “building out and maintaining” expenses pertained to the Second Floor Apartment. (Id.) In addition, after receiving non-competition proceeds from the CNHI II and Can-West transactions in November 2000, Black decided to purchase the Second Floor Apartment for the same price that the company had paid for it six years earlier — $3 million. (Id. at 48, ¶ 13.) In order to justify the price, Defendants Black and Boultbee falsely stated to “Executive B” that the option agreement allowed Black to purchase the apartment at International’s “cost.” (Id.) A “short while later,” Boultbee called Executive B and told him that Black would purchase the Second Floor Apartment for $3 million, suggested that this was the “market value” in light of Black’s payment for the renovation, and directed Executive B to write a memorandum memorializing this transaction after calling Executive B’s friends in real estate to confirm the $3 million amount. (Id.) Executive B did as directed, in part, to defuse shareholder complaints. (Id.) Thereafter, Boultbee told Executive B that Black would pay the $3 million for the Second Floor Apartment by tendering to the company $2,150,000 in cash, along with Black’s interest in the Ground Floor Apartment, which Boultbee said had a fair market value of $850,000. (Id. at 49, ¶ 15.) Defendant Boultbee did not explain this valuation, or the inconsistency between the lack of appreciation of International’s interest in the Second Floor Apartment and the sizable appreciation in the Ground Floor Apartment. (Id.) The parties later finalized the purchase agreement based upon these “fair market values.” (Id. at 49-51, ¶¶ 16-20.) In sum, the option agreement required that Defendant Black pay the company “fair market value” and cash consideration for the Second Floor Apartment. (Id. at 51, ¶ 20.) Black did neither — he paid International only its initial cost, and his purchase payment included the transfer to International of the Ground Floor Apartment. (Id.) Defendant Black did not present the material facts related to his December 2000 purchase of the Second Floor Apartment to the Audit Committee. (Id.) International’s related proxy statement also failed to fully disclose material facts regarding this transaction. (Id. at 51, ¶ 21.) b. The Bora Bora Vacation In the summer of 2001, Black caused International to pay for his use of International’s corporate jet to transport himself and his wife on a personal vacation to Bora Bora in French Polynesia. (Id. at 46, ¶ 5.) Black and his wife departed Seattle for Bora Bora on July 30, 2001 and returned to Seattle on August 8, 2001, logging a total of 23.1 hours in flight. (Id.) The trip cost tens of thousands of dollars. (Id.) Black did not disclose his personal use of International’s corporate jet to the Audit Committee. (Id. at 46, ¶ 6.) When International’s accountants sought to have him reimburse International for this cost, Black refused to pay, stating in an August 2002 email to Atkinson that “[njeedless to say, no such outcome is acceptable.” (Id.) c. The Birthday Party In December 2000, Black caused International to pay more than $40,000 for his wife’s surprise birthday party at La Gre-nouille restaurant in New York City. (Id. at 49, ¶ 8.) The party cost approximately $62,000, including 80 dinners at $195 per person, and $13,935 for wine and champagne. (Id.) The party was a social occasion with little, if any, business purpose. (Id.) Defendant Black, without consulting International’s Audit Committee, determined that International would pay approximately $42,000 for the party and that he would pay only $20,000. (Id.) B. Defendants’ Arguments Defendants challenge the sufficiency of the Indictment’s Section 1346 charges on several grounds. They argue that: (1) Section 1346 is unconstitutionally vague because it fails to provide adequate notice and allows arbitrary enforcement; (R. 262-1, Def. Black’s MTD Mail Fraud Counts and Predicate Acts at 4-7; R. 268-1, Def. Kipnis’s Motion to Dismiss Honest Servs. Charges at 12-14); (2) the Indictment fails to allege facts sufficient to sustain an honest services offense; (see, e.g., R. 270-1, Def. Atkinson’s MTD Counts 1, and 5-9 at 4-8), (3) a Section 1346 charge cannot be predicated on state law; (R. 262-1, Def. Black’s MTD Mail Fraud Counts and Predicate Acts at 8-10); (4) Section 1346 creates an impermissible common law crime; (R. 262-1, Def. Black’s MTD Mail Fraud Counts and Predicate Acts at 10-12), and (5) Section 1346 violates separation-of-powers principles; (R. 262-1, Def. Black’s MTD Mail Fraud Counts and Predicate Acts at 13-14). Defendant Kipnis further argues that the Indictment fails to charge the necessary elements of a Section 1346 crime because it does not allege that he received a “personal gain.” The Court will address these arguments in turn. 1. Section 1346 Generally The mail fraud and wire fraud statutes prohibit devising a “scheme or artifice to defraud, or for obtaining money or property by means of false or fraudulent pretenses, representations, or promises,” and executing that scheme by use of the mails, 18 U.S.C. § 1341, or by use of wire, radio, or television communication in interstate commerce. 18 U.S.C. § 1346. “Until 1987, federal courts read both statutes to criminalize not only schemes for obtaining money or property, but also schemes to deprive another of ‘the intangible right of honest services’ ” — a “doctrine [ ] applicable to [various] categories of defendants, [including] ... private actors who abuse fiduciary duties by, for example, taking bribes ...” United States v. Rybicki, 354 F.3d 124, 133 (2d Cir.2003). In 1987, the Supreme Court, in McNally v. United States, 483 U.S. 350, 107 S.Ct. 2875, 97 L.Ed.2d 292 (1987), held that, contrary to the courts’ common reading, the language of “[t]he mail fraud statute [18 U.S.C. § 1341] clearly protects property rights,” id. at 356, 107 S.Ct. at 2879, but does not criminalize schemes “designed to deprive individuals, the people, or the government of intangible rights, such as the right to have public officials perform their duties honestly.” Id. at 358, 107 S.Ct. at 2881. “Under McNally, all schemes or artifices to defraud relating to intangible rights to ... honest services ... [were] therefore beyond the mail-fraud proscriptions.” Rybicki, 354 F.3d at 134. “By necessary implication, the wire-fraud proscriptions were similarly limited.” Id. In the following year, Congress enacted 18 U.S.C. § 1346 specifically to overrule McNally. That Section states: Definition of “scheme or artifice to defraud” For the purposes of this chapter [18 U.S.C. § 1341 et seq.], the term “scheme or artifice to defraud” includes a scheme or artifice to deprive another of the intangible right of honest services. See also Bloom, 149 F.3d at 655 (“In McNally the Supreme Court described the intangible rights theory this way: ‘a public official owes a fiduciary duty to the public, and misuse of his office for private gain is a fraud.’ ” This is the theory that McNally disapproved as unsupported by § 1341, and that by enacting § 1346 Congress reinstated. (internal citation omitted)). Under this statute, courts have held that, breaching a fiduciary duty constitutes a deprivation of honest services. See id. at 654-57 (citing cases); see also Rybicki, 354 F.3d at 138 n. 13 (2d Cir.2003); United States v. Warner, 2006 WL 2583722, *15 (N.D.Ill. Sept. 7, 2006) (“[A]lthough the term ‘intangible right to honest services’ may not be defined by statute, the term has been addressed by the courts, both before and after section 1346 was enacted in 1988.”). Yet “[n]ot every breach of every fiduciary duty works a criminal fraud.” Bloom, 149 F.3d at 654 (quoting United States v. George, 477 F.2d 508, 512 (7th Cir.1973)). Rather, “[m]isuse of office (more broadly, misuse of position) for private gain is the line that separates run of the mill violations of state-law fiduciary duty ... from federal crime.” Id. at 655 (parentheses in original); see also United States v. Hausmann, 345 F.3d 952, 956 (7th Cir.2003) (expressing “doubts as to the applicability of these ‘intangible-rights theory’ provisions of the mail and wire fraud statutes to cases of breach of fiduciary duty with nothing more”). Accordingly, the Seventh Circuit has held “that an employee’s undisclosed derivation of profits from business he transacted on his employer’s behalf amount[s] to a deprivation of the employer’s intangible right to honest services in violation of 18 U.S.C. §§ 1341 and 1346.” Hausmann, 345 F.3d at 956 (citing United States v. Montani, 204 F.3d 761, 768-69 (7th Cir.2000)). 2. Vagueness Defendants argue that Section 1346, so construed, is unconstitutionally vague because it fails to provide sufficient notice regarding what conduct falls within the statute’s scope. (R. 261-1, Def. Black’s Motion at 4 (“Here, § 1346 flunks both the notice and ‘standards’ prongs of the vagueness test. The ‘intangible right of honest services’ is a term without uniform or accepted definition.”).) The Court disagrees. “The void for vagueness doctrine rests on the basic principle of due process that a law is unconstitutional ‘if its prohibitions are not clearly defined.’ ” Karlin v. Foust, 188 F.3d 446, 458 (7th Cir.1999) (quoting Grayned v. City of Rockford, 408 U.S. 104, 108, 92 S.Ct. 2294, 33 L.Ed.2d 222 (1972)). “Vagueness may invalidate a criminal law for either of two independent reasons. First, it may fail to provide the kind of ordinary notice that will enable ordinary people to understand what conduct it prohibits; second, it may authorize and even encourage arbitrary and discriminatory enforcement.” City of Chicago v. Morales, 527 U.S. 41, 56, 119 S.Ct. 1849, 144 L.Ed.2d 67 (1999) (citing Kolender v. Lawson, 461 U.S. 352, 357, 103 S.Ct. 1855, 75 L.Ed.2d 903 (1983)); Grayned, 408 U.S. at 108-09, 92 S.Ct. at 2298-99 (by failing to clearly define prohibited conduct “[v]ague laws may trap the innocent by not providing fair warning [and may] ... impermissi-bly delegate[ ] basic policy matters to policemen, judges, and juries for resolution on an ad hoc and subjective basis, with the attendant dangers of arbitrary and discriminatory application”). A party may raise a vagueness challenge by arguing either that a statute is vague as applied to the facts at hand, or that a statute is void on its face. As to facial vagueness challenges, a court, generally speaking, “must uphold a facial challenge ‘only if the enactment is impermissi-bly vague in all of its applications.’ ” Fuller v. Decatur Public School Bd. of Educ. School Dist. 61, 251 F.3d 662, 667 (7th Cir.2001) (quoting Village of Hoffman Estates v. Flipside, Hoffman Estates, Inc., 455 U.S. 489, 494-95, 102 S.Ct. 1186, 1191, 71 L.Ed.2d 362 (1982)). An “as applied” challenge, in contrast, asks whether the defendant “reeeive[d] fair warning of the criminality of his own conduct from the statute in question” because “[o]ne to whose conduct a statute clearly applies may not successfully challenge it for vagueness.” Parker v. Levy, 417 U.S. 733, 756, 94 S.Ct. 2547, 2562, 41 L.Ed.2d 439 (1974). Defendants here raise both types of vagueness challenges — only the “as applied” challenge merits discussion. Regarding that challenge, Defendants argue that Section 1346 is unconstitutional because it failed to put them on notice that their conduct could result in criminal liability. The “honest services” statute is not unconstitutionally vague as applied to the facts alleged in the Indictment. The Indictment alleges that each Defendant is an officer and/or a director of International, a publicly-owned Delaware corporation. (R. 219-1, Indictment at 1-4, ¶¶ la, Id, le, If, lg.) As officers and directors, Defendants “[stood] in a fiduciary relation to the corporation and its stockholders” and “[were] not permitted to use their position of trust and confidence to further their private interests ...” Guth v. Loft, Inc., 5 A.2d 503, 510 (Del.1939) (the corporate duty owed “requires an undivided and unselfish loyalty to the corporation [and] demands that there shall be no conflict between duty and self-interest”); Cede & Co. v. Technicolor, Inc., 634 A.2d 345, 361-362 (Del.1993) (“Essentially, the duty of loyalty mandates that the best interest of the corporation and its shareholders takes precedence over any interest possessed by a director, officer or controlling shareholder and not shared by the stockholders generally. Classic examples of director self-interest in a business transaction involve either a director appearing on both sides of a transaction or a director receiving a personal benefit from a transaction not received by the shareholders generally.”). The Indictment further alleges that notwithstanding their fiduciary duties Defendants, through a series of transactions, systematically siphoned off millions of dollars in non-competition payments away from International by inserting themselves or Inc. as non-compete convenantors, (see, e.g., R. 219-1, Indictment at 10, ¶¶ 4-6; 12, ¶ 9; 14, ¶¶ 14, 15; 16-17 ¶¶ 19-21; 18, ¶¶ 22-24; 20-21, ¶¶ 28, 29; 31, ¶ 6), even though the purchasers did not request or need non-competition agreements from Inc. or Defendants, (see, e.g., id. at 10-11, ¶¶ 4, 6; 12, ¶ 9; 19, ¶ 24; 20-21, ¶¶29; 30, ¶5), and even though neither Inc. nor Defendants posed actual competitive threats to the purchasers (see, e.g., id. at 5-6, ¶ 6; 14, ¶¶ 14-15; 20-21, ¶ 29). In addition, as to Defendants Black and Boultbee, the honest services charges based on the alleged abuse of perquisites (Counts 10 through 12) also are sufficient because, as detailed above, both Defendants used their corporate positions to use International’s funds for personal use. (See, e.g., id. at 44-52.) This alleged conduct at least raises the inference that Defendants misused their fiduciary positions for private gain. In turn, when juxtaposed with the language of the “honest services” statute, the Indictment’s allegations reveal that, for each Count, each charged Defendant had fair notice that the alleged conduct was criminal. See United States v. Hausmann, 345 F.3d 952, 957-58 (7th Cir.2003) (rejecting an “as applied” vagueness challenge because previous Seventh Circuit authority “placed the defendant ‘on notice that criminal liability under the mail and wire fraud statutes' — particularly under an intangible-rights theory — attaches to the misuse of one’s fiduciary position for personal gain”). Even if the “honest services” statute were imprecise at its edges, as Defendants contend — and the Court here does not hold that such is necessarily the case — the Indictment nonetheless is sufficient because, as alleged, the charged conduct lies not at the periphery but near the core of prohibited “scheme[s] ... to deprive another of the intangible right of honest services.” 18 U.S.C. § 1346. 3. Factual Sufficiency Defendant Black further argues that the Court should dismiss the mail fraud counts and predicate acts because they fail to particularize the Delaware “corporate law” forming the gravamen of the charges. (R. 261-1, Def. Black’s Motion to Dismiss Mail Fraud and Predicate Acts.) “[U]nder the intangible-rights theory of federal mail or wire fraud liability, a valid indictment need only allege ... that a defendant used the interstate mails or wire communications system in furtherance of a scheme to misuse his fiduciary relationship for gain at the expense of the party to whom the fiduciary duty was owed.” Hausmann, 345 F.3d at 956. The Indictment here thus is sufficient because it alleges that (1) Defendants knowingly devised or participated in a scheme to defraud International and its shareholders of the intangible right to their honest services by systematically reallocating International’s non-competition payments; (2) Defendants acted knowingly and with the intent to defraud; and (3) in order to carry out the scheme, Defendants utilized interstate mailings and wire communications. (R. 219-1, Indictment at 22-28, 42, 43, 52-55.) See also id.; see also United States v. Vincent, 416 F.3d 593, 600 (7th Cir.2005) (elements for mail or wire fraud include “(i) participated in a scheme to defraud; (ii) acted with intent to defraud; and (iii) used the mail or wires in furtherance of the fraudulent scheme”). In addition to charging all of the elements of the charged offense, the Indictment, for essentially the same reasons as discussed in the previous section, also reasonably informs Defendants of the nature of these charges. It thus is sufficient under Seventh Circuit precedent. Hausmann, 345 F.3d at 956 (indictment sufficient because it alleged that “[d]uring the time period of the scheme ... defendant Hausmann ... owed a fiduciary duty to the clients of the law firm, ... including the obligation of [the law firm] to disclose to the client any financial interest that the law firm may have involving the representation; to advise the client in a conflict-free manner; ... to negotiate in the best interest of the client; and to provide accurate and complete information to the clients regarding the financial terms of personal injury case settlements, as well as the amount of compensation taken by the lawyers involved in the case” (some internal punctuation omitted)); see also Levine, 2005 WL 3597707, at *2-3. Aside from Defendants’ general objection, Defendant Kipnis independently asserts that the Section 1346 charge against him fails because he did not personally gain from the alleged fraud scheme. (R. 268-1, Kipnis Mem. at 1 (contending that “[i]t is well-settled law in the Seventh Circuit and numerous other circuits that to state an offense for honest services fraud, an indictment must allege that the defendant engaged in the charged scheme for his own personal gain. Because the government has not alleged— and cannot plausibly allege — that Kipnis participated in the charged scheme for personal gain, the honest services charges against him set forth in Counts 1 through 9 must be dismissed ... ”).) Kipnis’s argument fails because, under Seventh Circuit precedent, a participant in a scheme need not personally receive the benefits of the fraud in order to be criminally liable: [Defendant] argues that if the extra [health insurance] coverage she received was not in exchange for her complicity in the fraud, she is not guilty of the form of fraud, with which she was charged, that consists of an official’s depriving the government of his or her honest services. 18 U.S.C. §§ 1341, 1343, 1346. The argument is a non sequitur. A participant in a scheme to defraud is guilty even if he is an altruist and all the benefits of the fraud accrue to other participants, just as a conspirator doesn’t have to benefit personally to be guilty of conspiracy — a point so obvious that we can’t find a case that states it ... In the case of a successful scheme, the public is deprived of its servants’ honest services no matter who receives the proceeds. United States v. Spano, 421 F.3d 599, 602-03 (7th Cir.2005). In any event, the Indictment charges that Kipnis received a $100,000 bonus check as a result of his role in the charged fraud scheme. Kipnis’s argument that the bonus arose, not from the fraud, but rather in the normal course of his service as International’s Corporate Counsel, involves a question of fact that the Court cannot resolve in Defendant’s favor at this stage. United States v. Caputo, 288 F.Supp.2d 912, 916 (N.D.Ill.2003) (“arguments raised in a motion to dismiss [an indictment] that rely on disputed facts should be denied.”) (citing United States v. Shriver, 989 F.2d 898, 906 (7th Cir.1992)). 4. Federalism Defendants next argue that the Indictment is “constitutionally unacceptable” because Congress did not “clearly indicate[ ]” that State law could help define the meaning of “the intangible right to honest services” or provide the basis for federal mail or wire fraud charges. (R. 261-1, Def. Black’s Motion at 10.) Defendants’ argument fails under Seventh Circuit precedent. In Hausmann, the Seventh Circuit held that an indictment under Section 1346 did not “ ‘overreach[ ]’ the scope of the federal criminal law by criminalizing conduct which is regulated by state law.” The court reasoned that the case before it “casts no meaningful doubt on Congress’s authority to regulate use of the interstate mails and wire communications systems in furtherance of fraudulent conduct:” The indictment alleged such use of the interstate mail and wire communications systems, including an allegation that kickback payment checks were mailed out of state. Moreover, as the magistrate judge aptly noted in his recommendation to deny Appellants’ motions to dismiss the indictment, “[wjithout some showing that either the statutes in question or the prosecution of this case contravene some specific rule of constitutional or statutory law, the mere fact that the conduct in question is of a sort traditionally dealt with through state law cannot serve as a basis for dismissing [the] indictment.” Appellants have made no such showing, and we are unpersuaded by the argument. Hausmann, 345 F.3d at 958-59. “Thus, [while] the Seventh Circuit does not mandate that a fiduciary duty of honest services be defined only by reference to state law, [] the Seventh Circuit does not appear to prohibit any consideration of state law in determining the nature of that duty.” Warner, 2006 WL 2583722, at *17 (noting that “[t]he court is mindful of these federalism concerns, but finds this contention inapplicable to this case as well”' — “[t]he jury did not convict Defendants of using the mails to violate state law; rather, the jury found that [defendant] used the mails in breaching his federal duty, created by the mail fraud statute, to provide honest services.”). Indeed, in Haus-mann, the Seventh Circuit upheld a conviction that looked to state law to help define the deprivation of honest services. 345 F.3d at 956 (citing the Wisconsin Supreme Court Rules of Professional Conduct for Attorneys and holding that “the indictment’s statement that ‘[t]he kickback arrangement was concealed from the clients of Hausmann-McNally in violation of the fiduciary duty described above’ clearly alleges Hausmann’s misuse of the fiduciary relationship”); see also United States v. Brown, 459 F.3d 509, 519 (5th Cir.2006) (“We have previously undertaken the task of considering the -pre-McNally case law. Thus, we have written, ‘[h]onest services are services owed to an employer under state law,’ including fiduciary duties defined by the employer-employee relationship”). Accordingly, Defendants have not asserted any valid basis for dismissal of the honest services counts. III. Defendant Boultbee’s Motion To Dismiss Counts 1 and 5 through 7 In this motion, Defendant Boultbee urges dismissal of Counts 1 and 5-7 on the grounds of duplicitousness. He argues that these counts are duplicitous because they charge the transaction at issue inconsistently: as both separate counts and as a single overall scheme. (R. 248-1, Def. Boultbee’s Motion to Dismiss Counts 1 and 5-7.) Defendant’s motion is denied. “Duplicity is the joining of two or more offenses in a single count.” United States v. Hughes, 310 F.3d 557, 560 (7th Cir.2002) (quoting United States v. Marshall, 75 F.3d 1097, 1111 (7th Cir.1996)); Fed.R.Crim.P. 8(a). The Seventh Circuit recently reiterated that “an indictment is not duplicitous if it charges a single offense carried out through many different means.” United States v. Davis, 471 F.3d 783, 790 (7th Cir.2006). “The overall vice of duplicity is that the jury cannot in a general verdict render its findings on each offense, making it difficult to determine whether a conviction rests on only one of the offenses or both.” Hughes, 310 F.3d at 560 (quoting United States v. Buchmeier, 255 F.3d 415, 425 (7th Cir.2001)). “A duplicitous indictment also ‘may expose a defendant to other adverse effects including improper notice of the charges against him, prejudice in the shaping of evidentia-ry rulings, in sentencing and of course the danger that a conviction will result from less than a unanimous verdict.’ ” Id. (quoting Buchmeier, 255 F.3d at 425); see also Davis, at 790 (“The dangers of a duplicitous indictment are that the defendant may not understand the charges against him, might be convicted by less than a unanimous jury, may be prejudiced by evi-dentiary rulings at trial, or may be subjected to double jeopardy”). Count 1 of the Indictment alleges a scheme to defraud based on Defendants’ receipt of millions of dollars in non-compete payments from the sale of seven separate community newspapers between 1998 and 2001. The Indictment alleges that through this scheme, Defendants caused International to sell off seven separate community newspapers for their personal gain. Counts 5 through 7 each charge separate mail frauds and deprivation of honest services based on separate mailings in furtherance of the scheme charged in Count 1 of the Indictment. Count 1 charges a single scheme carried out through various transactions. It does not lump together numerous discrete instances of criminal conduct. As such, it is properly charged. Davis, at 790 (no duplicity where indictment charging health care fraud scheme “sets out an ongoing and continuous course of conduct, accomplished through three different methods, that were repeated on numerous (likely daily) occasions over several years”); United States v. Berardi, 675 F.2d 894, 897-98 (7th Cir.1982); Warner, 2004 WL 1794476, at *20. Counts 5 through 7 charge separate mailings in furtherance of that scheme, and thus are properly charged as separate offenses. See United States v. Kirby, 587 F.2d 876, 882 (7th Cir.1978) (“Because they involve different mailings, [the three mail fraud counts] stated separate offenses and were also not multiplicious with each other.”). Defendants’ arguments in support of their motion are unavailing. First, Defendants argue that divestment of the community newspapers “was part of an open and above-board business plan” is an issue of fact for the jury. (R. 318-1, Def.’s Reply at 2.) It is not proper for the Court to resolve factual disputes at the motion to dismiss stage. See Caputo, 288 F.Supp.2d at 916. Second, Defendants’ argument that three of the community newspaper transactions in Count 1 are time-barred fails because “[i]n a mail fraud case, the statute of limitations runs from the date of the mailings.” United States v. Dunn, 961 F.2d 648, 650 (7th Cir.1992). Because the mailings at issue in Counts 1, and 5 through 7 were all within the statute of limitations, the scheme is not time-barred. Finally, the dangers of duplicity are not present here. The indictment fully apprises Defendants of the charges against them, any concerns regarding unanimity by the jury can be addressed through jury instructions, Defendants do not identify any potential prejudice from evidentiary rulings at trial, and Defendants do not argue that they may be subjected to double jeopardy. Defendants’ motion is denied. IV. Defendant Boultbee’s Motion To Dismiss Counts 10 through 12 Boultbee also has moved to dismiss Counts 10 through 12 of the Indictment, contending that they fail to state an offense against him because they: (1) fail to allege his knowing participation in the charged wire fraud scheme; and (2) are duplicitous. (R. 250-1, Def. Boultbee’s Motion to Dismiss Counts 10-12). A. Knowing- Participation As noted above, the elements of a wire fraud offense under Section 1343 are: “(1) a scheme to defraud; (2) an intent to defraud; and (3) use of the mails or wires in furtherance of the scheme.” United States v. Leahy, 464 F.3d 773, 786 (7th Cir.2006); see also United States v. Alhalabi 443 F.3d 605, 611 (7th Cir.2006). Defendant Boultbee challenges Counts 10 through 12 as deficient on the ground that they fail to allege that Defendant Boultbee had any involvement in some of the “perks” Defendant Black received — including Defendant Black’s trip to Bora Bora and the $62,000 surprise birthday party for Black’s wife — and that they fail to allege that Defendant Boultbee’s assistance was knowingly part of any fraudulent scheme. The Indictment alleges that Defendants Boultbee and Black “devised, intended to devise, and participated in a scheme to defraud International and International’s public shareholders of money, property and their intangible right of honest services, and to obtain money and property from these victims by means of materially false and fraudulent pretenses, representations, promises and omissions.” (R. 219-1, Indictment at 45-46, 53, 54.) It further alleges that Defendant Boultbee assisted Defendant Black in abusing the “perquisites provided to BLACK by International for the purpose of benefiting BLACK at the expense of the corporation and its public majority shareholders.” (Id. at 46, 53, 54.) Regarding the New York City apartments, the Indictment alleges that Defendant Boultbee defrauded International of its right to receive his ho