Full opinion text
ORDER ON DEFENDANT’S MOTION TO DISMISS SARAH EVANS BARKER, District Judge. This cause is before the Court on Defendant ITT Educational Services, Inc.’s Motion to Dismiss [Docket No. 15], filed on April 28, 2014 pursuant to Federal Rules of Civil Procedure 12(b)(1), 12(b)(6), and 12(b)(7). For the reasons set forth below, the Motion is DENIED in part and GRANTED in part. Factual and Procedural Background Plaintiff Consumer Financial Protection Bureau (“the Bureau”), a United States federal agency, has brought this suit against Defendant, alleging violations of provisions of the Consumer Financial Protection Act (“CFPA”), 12 U.S.C. §§ 5531(a), 5536(a), 5564(a), & 5565, the Truth in Lending Act (“TILA”), 15 U.S.C. §§ 1601 et seq., and regulations thereunder. Because this cause is before us on a motion to dismiss, we consider the facts as presented by the Bureau’s Complaint. Defendant ITT Educational Services, Inc. (“ITT”) is a publicly-traded, for-profit company offering post-secondary courses and degrees to students at more than 100 locations nationwide. ¶ 2. Many of ITT’s students and prospective students have limited financial means, and ITT therefore derives much of its revenue from federal aid, including loans, secured by the students. ¶¶ 4-5. Some 80% of ITT’s revenue, in fact, comes from aid granted under Title IV of the Higher Education Act of 1965, 20 U.S.C. §§ 1070 et seq. (“Title IV Aid”). However, a large number of students are still unable to afford full tuition to enroll at ITT even with federal assistance. To enable students to close this “tuition gap,” ITT extended to many of them short-term, no-interest loans called “Temporary Credit.” The Temporary Credit packages were offered to students at the beginning of an academic year, and payment was due nine months later, at the close of the school year. ¶ 6. ITT’s aggressive tactics The Bureau alleges that ITT employed the Temporary Credit loans as an “entry point” for “pushing” students into taking out private loans when the Temporary Credit came due and students were again unable fully to afford tuition for coming school terms. ¶ 7. According to the Bureau, ITT misled students about the balance of costs and benefits associated with ITT enrollment—thus guiding them into an unmanageable financial predicament—in a number of ways. In the first place, ITT represented to students through oral representations and advertisements that its programs greatly advanced an enrollee’s career prospects and job placement rates; the Bureau alleges that these representations were exaggerated and were based on incomplete information. ¶¶ 29-33. The Bureau utilized “mystery shoppers”—young men or women presenting themselves as prospective students—who reported that ITT staff made exaggerated claims about student success, such as that graduates with associates’ degrees “usually make six figures.” ¶41. In contrast to these claims, ITT’s annual disclosures in 2012 indicated that “reported annualized salaries initially following graduation averaged approximately $32,061 for the Employable Graduates in 2011.” ¶46. The Bureau alleges that ITT also misleadingly represented to prospective students that its “national accreditation” placed it on par with other major educational institutions. ¶ 54. In fact, while a “national” accreditation sounds authoritative, most non-profit colleges and universities are “regionally” accredited; such institutions accept transfer credits from for-profit schools like ITT only on a case-by-case basis. ¶¶ 50-53. According to the Bureau, ITT not only created an inaccurate overall impression in this respect, but also misled some prospective students in a more specific way: one recruiter claimed that ITT had the same accreditation as “all other schools”; another falsely claimed that “ITT Tech is accredited by the Department of Defense,” ¶ 54. Having given prospective students an inflated notion of the standing of the school and the career benefits dei’ived from the degrees it bestowed, the Bureau alleges that ITT’s recruiting staff engaged in heavy-handed methods to convince students to enroll. These methods included frequent phone calls and in-person multimedia presentations that mystery shoppers described as overwhelming in nature. ¶¶ 56, 58-60, 62. Prospective students were encouraged to take an admission test that, in fact, was “virtually impossible to fail,” but was used to give them the impression that the school had rigorous admissions standards and that their passing the test augured well for their prospects. ¶ 61. Despite the volubility of the overall sales pitch, the Bureau maintains that ITT recruiters were instructed to be vague and evasive on the question of costs; they responded to applicants’ questions by stating, “I cannot tell you what your exact cost will be,” or by asking, “Do you want a discount education, or a valuable one that will give you a return in the future?” ¶ 57. Once students agreed to enroll, the Bureau alleges that ITT then switched gears, hurrying them through the enrollment and financial aid processes—so quickly that “many consumers did not know or did not understand what they signed up for.” ¶ 64. Specifically, ITT required enrollees to sign an Enrollment Agreement before they could receive any information about their financial aid options or meet with financial aid staff. ¶ 66. Mystery shoppers reported being rushed through e-signatures of documents, including authorizations to request transcripts and credit check approvals without understanding the nature of the forms they were signing. ¶ 67. One mystery shopper recounted that an ITT representative forged her signature on a number of e-documents, explaining that she was “trying to help and it was the only way she could give me the test to help push me through.” ¶ 72. The Bureau asserts that financial aid officers then “took control” of the process, rushing enrollees through form signatures and providing them with little detailed information; in the words of a mystery shopper, the process was “a bit overwhelming with how quickly we went through everything, and I wasn’t exactly clear on everything the [staff member] was having me sign up for.” ¶ 88. Once students had completed an academic term at ITT, the time came for them to “repackage” their financial aid and loans for the next year. The Bureau alleges that ITT’s financial aid staff employed aggressive tactics in seeking to repackage students, including tracking them down on campus, barring or pulling them from class, and enlisting the aid of other ITT staff such as professors. An ITT executive conceded that the school also used the threat of withholding course materials and transcripts as “leverage” to ensure that students would repackage. ¶¶ 85-87. At both the initial and repackaging stages, ITT staff encouraged students to rely on school representatives in seeing them through the process, including the use of forms that automatically populated and required only the students’ signatures at the conclusion of the process. An executive stated that ITT was “essentially holding [the students’] hands”; one mystery shopper stated that a financial aid coordinator told him that he would “get more free money that I don’t have to pay back if I let them take care of my paperwork.” ¶¶ 90-92. The “private loans” The Bureau’s claims against ITT focus on its assertion that, having knowingly cajoled and guided students into a financial predicament in which they were already heavily invested in an ITT degree yet lacked the financial resources to complete it—with the Temporary Credit expiring and financial aid insufficient to fully cover the “tuition gap”—ITT then persuaded continuing students to take out financially irresponsible “private loans” from third-party lenders. In the Bureau’s words: ITT Financial Aid staff coerced students into taking out loans that they did not want, did not understand, or did not even realize they were getting.... ITT sought to have its students pay for the tuition gap with ostensible third-party loans because outside sources of payment could be booked as income to the company, improving its free cash flow and the appearance of its financial statements, and because outside sources of revenue helped ITT meet a requirement by the Department of Education that at least 10% of its revenue be derived from sources outside Title IV loans and grants. ¶¶ 97-98. One of the sources of the students’ predicament was ITT’s alleged failure to adequately disclose the nature of the nine-month Temporary Credit to new students. Students who received the Temporary Credit signed a “Cost Summary Payment Addendum” (CSPA), which stated that the loan was to last for the length of an academic year and carry no interest. According to the Bureau, however, the CSPA’s references to “new temporary credit” and “renewal of carryforward temporary credit” could mislead students into believing that renewal of the no-interest loan for future academic years was available. Some students believed that the Temporary Credit would be available until they graduated, ¶ 105, and a mystery shopper reported that she had been led to believe that future years’ costs would be “covered under a new temporary credit and that I would owe no money out of pocket.” ¶ 107. One director of finance at an ITT location instructed staff to describe the Temporary Credit as “funding” rather than as a loan that would have to be repaid. ¶ 108. ITT was aware that many or most students lacked the ability to repay the Temporary Credit, and it characterized them as “doubtful accounts” on its balance sheets. 11113. The Bureau alleges that, beginning in 2008, ITT constructed two “private loan” programs as a vehicle for students to discharge the Temporary Credit: continuing students would use the cash they received from the new loans to pay off their debt to ITT and thus remove the “doubtful accounts” from ITT’s balance sheets. Of these two programs, only one—the Student CU Connect (SCUC) program—operated during the July-December 2011 time period covered by the Complaint. The Complaint asserts that ITT was heavily involved in the creation of the SCUC program: developing its underwriting criteria, providing a credit facility, paying the credit union membership fees in the lead credit union on behalf of the students taking out the SCUC loans, and providing the SCUC loan originators with a stop-loss guarantee that it would make them whole for losses if defaults on the loans exceeded 35%. ¶ 121. ITT was the “sole intermediary” between SCUC and its students; funds were disbursed through ITT to the student, and could be used only to pay ITT for tuition and not for any other purpose. Additionally, eligibility criteria for the loans were tailored such that, if students had received Temporary Credit, they were automatically eligible for an ITT private loan. ¶¶ 116, 122. The loans granted under the SCUC program carried a 10-year term. For students with credit scores below 600, the interest rate after April 2011 was 13% plus prime—or 16.25%—in addition to a 10% origination fee. Nearly half of the students taking SCUC loans fell into this low-credit-score cohort. ¶¶ 123-124. These rates are drastically higher than those available under federal Stafford loans, whose rates since 2009 have ranged from 3.4% for subsidized borrowers to 6.8% for unsubsidized borrowers. ¶ 125. Despite their exacting terms, some 79% of the SCUC loans issued went to continuing ITT students who had previously received Temporary Credit in their first year at ITT. ¶ 126. As of May 2011, ITT’s consultant for loan default analysis projected a gross default rate of 61.3% for the existing SCUC loans. ¶ 127. Crucially, the Bureau alleges that these “private” loans, though nominally originated by third-party lenders, were the brainchild of ITT and that ITT consciously steered economically distressed students, faced with indebtedness upon the expiration of the Temporary Credit, into the SCUC loans. ITT executives, in quarterly earnings calls with investors and analysts, stated that the ITT private loan program was a vehicle for taking the Temporary Credit off of ITT’s balance sheets. ¶ 134. In referring to the PEAKS program, which ran from 2009 to 2011 and operated similarly to the SCUC program, ITT’s CEO allegedly discussed the interrelatedness of the programs as follows: We still anticipate offering internal financing to first-year students.... Second year students then would be eligible for financing through the PEAKS program, to have financing for their forward-looking studies, as well as refinancing any institutional funding provided to them during the first year.... But it works that way, second-year students are in the PEAKS program, and first year will continue to be on the balance sheet. Basically the way the program is set up, if you think about the balance sheet aspects of this, obviously positive cash flow elements there. And some of that will come from [accounts receivable] that is going to be converted into the PEAKS program, which was our plan all along. ¶¶ 135-136. In a later conference call in 2011, ITT’s CEO affirmed that the SCUC program was part of this same “plan,” noting that SCUC was “substantially similar for us relative to the PEAKS program so that it’s structurally similar and the economics are very, very similar.” ¶ 137. According to the Bureau, many students did not migrate from the Temporary Credit to the “private loans” with eyes fully open: some accepted the new loans in reliance upon ITT’s acting in their interests, while others did not realize they had incurred a new type of debt because of the “rushed and automated manner” in which ITT financial staff processed the students’ paperwork. ¶¶ 141-142. For those students who had Temporary-Credit debt at the close of their first year at ITT but who did not take out “private loans,” ITT offered them an incentive to pay off the debt in a lump sum upon graduation—in the form of a 25% discount. ¶ 144. For those students who were unable to pay off the Temporary Credit debt in a lump sum, ITT offered a “temporary credit installment plan” involving monthly payments that ranged, depending on the total amount owed, from six months to more than six years. ¶ 146. According to the Bureau, the paperwork students were given upon enrolling in the installment plan did not disclose this forgone 25% discount as constituting a “finance charge.” ¶¶ 148-151. Legal Analysis Standard of Review 1. Standard under Rule 12(b)(1) The Federal Rules of Civil Procedure command that courts dismiss any suit over which they lack subject matter jurisdiction—whether acting on the motion of a party or sua sponte. See Fed. R. Civ. Pro. 12(b)(1). In ruling on a motion to dismiss under Rule 12(b)(1), we “must accept the complaint’s well-pleaded factual allegations as true and draw reasonable inferences from those allegations in the plaintiffs favor.” Franzoni v. Hartmarx Corp., 300 F.3d 767, 771 (7th Cir.2002); Transit Express, Inc. v. Ettinger, 246 F.3d 1018, 1023 (7th Cir.2001). We may, however, “properly look beyond the jurisdictional allegations of the complaint and view whatever evidence has been submitted on the issue to determine whether in fact subject matter jurisdiction exists.” See Capitol Leasing Co. v. F.D.I.C., 999 F.2d 188, 191 (7th Cir.1993); Estate of Eiteljorg ex rel. Eiteljorg v. Eiteljorg, 813 F.Supp.2d 1069, 1074 (S.D.Ind.2011). 2. Standard under Rule 12(b)(6) Federal Rhle of Civil Procedure 12(b)(6) authorizes dismissal of claims for “failure to state a claim upon which relief may be granted.” Fed.R.Civ.P. 12(b)(6). In determining the sufficiency of a claim, the court considers all allegations in the complaint to be true and draws such reasonable inferences as required in the plaintiffs favor. Jacobs v. City of Chi., 215 F.3d 758, 765 (7th Cir.2000). Federal Rule of Civil Procedure 8(a) applies, with several enumerated exceptions, to all civil claims, and it establishes a liberal pleading regime in which a plaintiff must provide only a “short and plain statement of the claim showing that [he] is entitled to relief,” Fed. R. Civ. Pro. 8(a)(2); this reflects the modern policy judgment that claims should be “determined on their merits rather than through missteps in pleading.” E.E.O.C. v. Concentra Health Servs., Inc., 496 F.3d 773, 779 (7th Cir.2007) (citing 2 James W. Moore, et al., Moore’s Federal Practice § 8.04 (3d ed.2006)). A pleading satisfies the core requirement of fairness to the defendant so long as it provides “enough detail to give the defendant fair notice of what the claim is and the grounds upon which it rests.” Tamayo v. Blagojevich, 526 F.3d 1074, 1083 (7th Cir.2008). In its decisions in Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007), and Ashcroft v. Iqbal, 556 U.S. 662, 129 S.Ct. 1937, 173 L.Ed.2d 868 (2009), the United States Supreme Court introduced a more stringent formulation of the pleading requirements under Rule 8. In addition to providing fair notice to a defendant, the Court clarified that a complaint must “contain sufficient factual matter, accepted as true, to ‘state a claim to relief that is plausible on its face.’” Iqbal, 556 U.S. at 678, 129 S.Ct. 1937 (quoting Twombly, 550 U.S. at 570, 127 S.Ct. 1955). Plausibility requires more than labels and conclusions, and a “formulaic recitation of the elements of a cause of action 'will not do.” Killingsworth v. HSBC Bank Nevada, N.A., 507 F.3d 614, 618 (7th Cir.2007) (quoting Twombly, 550 U.S. at 555, 127 S.Ct. 1955). Instead, the factual allegations in the complaint “must be enough to raise a right to relief above the speculative level.” Id, The plausibility of a complaint depends upon the context in which the allegations are situated, and turns on more than the pleadings’ level of factual specificity; the same factually sparse pleading could be fantastic and unrealistic in one setting and entirely plausible in another. See In re Pressure Sensitive Labelstock Antitrust Litig., 566 F.Supp.2d 363, 370 (M.D.Pa.2008). Although Twombly and Iqbal represent a new gloss on the standards governing the sufficiency of pleadings, they do not overturn the fundamental principle of liberality embodied in Rule 8. As this Court has noted, “notice pleading is still all that is required, and ‘a plaintiff still must provide only enough detail to give the defendant fair notice of what the claim is and the grounds upon which it rests, and, through his allegations, show that it is plausible, rather than merely speculative, that he is entitled to relief.’” United States v. City of Evansville, 2011 WL 52467, at *1 (S.D.Ind. Jan. 8, 2011) (quoting Tamayo, 526 F.3d at 1083). On a motion to dismiss, “the plaintiff receives the benefit of imagination, so long as the hypotheses are consistent with the complaint.” Sanjuan v. Am. Bd. of Psychiatry & Neurology, Inc., 40 F.3d 247, 251 (7th Cir.1994). Discussion ■ This suit arises primarily under the Consumer Financial Protection Act (CFPA), the Bureau’s organic statute. Congress enacted the CFPA as Title- X of the “Dodd-Frank Act” of 2010, with the stated purpose of “ensuring that the federal consumer financial laws are enforced consistently so that consumers may access markets for financial products, and so that these markets are fair, transparent, and competitive.” 12 U.S.C. § 5511(a). Counts One through Three of the Complaint allege that ITT engaged in “unfair” and “abusive” acts or practices, in violation of the CFPA’s operative provisions, 12 U.S.C. §§ 5531(c)(1), 5531(d)(2)(B) & 5531(d)(2)(C). The Bureau further alleges in Count Four that ITT’s nondisclosure of a finance charge violated -the Truth in Lending Act (TILA), 15 U.S.C. .§§ 1601 et seq., and its implementing Regulation Z, 12 C.F.R. § 1026.17. ITT seeks dismissal on three broad grounds. First, it contends that the Bureau lacks standing to bring this suit because it is an unconstitutional entity and the CFPA’s prohibitions violate the due process clause. Second, ITT urges that the complaint fails to state a claim because ITT is not a covered entity subject to its provisions. Lastly, ITT argues that all four counts fail on their merits. We address these bases of ITT’s motion in turn. I. Constitutionality of the CFPA A. Removal Power and the “Take Care” Clause ITT argues that the CFPA violates the constitutional separation of powers by unduly restricting the President’s authority to remove the Bureau’s Director if he “loses confidence in the intelligence, ability, judgment, or loyalty” of that officer. See Def.’s Br. 8 (citing Myers v. United States, 272 U.S. 52, 134, 47 S.Ct. 21, 71 L.Ed. 160 (1926)). Because the Bureau is an unconstitutional entity and thus lacks standing, ITT urges that the suit must be dismissed in its entirety for the absence of a judicia-ble case or controversy. Def.’s Reply 3 n. 4; Susan B. Anthony List v. Driehaus, — U.S. —, 134 S.Ct. 2334, 2341, 189 L.Ed.2d 246 (2014). To explain ITT’s misreading of the constitutional protections afforded the President’s power to remove officials like the Director of the Bureau, it is necessary to review the evolution of the doctrine. 1. Evolution of Removal Power Doctrine The President’s power to appoint and remove officers of the Executive Branch broadly derives from his Article II mandate to “take Care that the Laws be faithfully executed.” U.S. Const. Art. II, § 3. See also U.S. Const. Art. II, § 1, cl. 1 (the “Vesting Clause”) (“The executive Power shall be vested in a President of the United States of America.”). The Constitution also specifically delineates the scope of the President’s appointment power: He shall nominate, and by and with the Advice and Consent of the Senate, shall appoint Ambassadors, other public Ministers and Consuls, Judges of the supreme Court, and all other Officers of the United States, whose Appointments are not herein otherwise provided for, and which shall be established by Law: but the Congress may by law vest the Appointment of such inferior Officers, as they think proper, in the President alone, in the Courts of Law, or in the Heads of Departments. U.S. Const. Art. II, § 2, cl. 2. As to the question of the President’s removal authority, however, the document is conspicuously silent. Despite the lack of a clear textual command, the Supreme Court has long recognized that some degree of discretion in removing executive officers is inherent in the President’s powers and must be protected from excessive legislative encroachment, The Court first addressed the issue in Chief Justice Taft’s voluminous opinion in Myers v. United States, 272 U.S. 52, 47 S.Ct. 21, 71 L.Ed. 160 (1926). After examining at length the course of debates in 1789’s First Congress, the Court found evidence of an early consensus that, though appointment of principal executive officers was conditioned upon the “advice and consent” of the Senate, the authority to remove lay with the President alone. 272 U.S. at 111-115, 47 S.Ct. 21. The Court found the assumptions of the early Congress to be sound, and explicitly ratified them. The Constitution vested the executive power in the President, the Court reasoned, and the removal power inherent in executive authority—based on traditions inherited from the prerogatives of the British Crown—remained vested in him unless the Constitution specified otherwise. Moreover, on more functional grounds, it would be difficult to imagine the President successfully fulfilling his mandate to “take care that the laws be faithfully executed” if he were unable to command the obedience of the subordinates through which he exercised his powers. Id. at 115-135, 47 S.Ct. 21. The Myers Court therefore held that Congress was prohibited from unduly limiting the President’s “power of removing those for whom he cannot continue to be responsible.” Id. at 117, 47 S.Ct. 21. But the Executive Branch is far larger, and its responsibilities far more diverse, now than in the time of the First Congress or even of William Howard Taft. The rise of the “administrative state” during the New Deal and in ensuing decades has spawned a number of independent agencies—formally within the Executive Branch but deriving much of them perceived value from their insulation from party politics and the President’s personal fiat. In Humphrey’s Executor v. United States, 295 U.S. 602, 55 S.Ct. 869, 79 L.Ed. 1611 (1935), the Court recognized that with respect to the officers of agencies like the Federal Trade Commission, which are “quasi-legislative and quasi-judicial” rather than “purely executive,” the President’s authority to remove need not be as absolute as Myers had proclaimed. 295 U.S. at 627-629, 55 S.Ct. 869. Because “one who holds his office only during the pleasure of another, cannot be depended upon to maintain an attitude of independence against the latter’s will,” id. at 629, 55 S.Ct. 869, the Court upheld Congress’s statutory mandate that the FTC commissioners be removed only for cause—for “inefficiency, neglect of duty, or malfeasance in office.” Id. at 620, 55 S.Ct. 869 (quoting 15 U.S.C. § 41). In two more recent landmark cases, the Supreme Court has considered the application of its removal doctrine to “inferior” officers: those who report directly not to the President but to another appointed official within the Executive Branch. In Morrison v. Olson, 487 U.S. 654, 108 S.Ct. 2597, 101 L.Ed.2d 569 (1988), the Court determined that the statute authorizing “independent counsels” within the Department of Justice, whom the Attorney General appointed and could remove only for cause, did not unconstitutionally abridge the President’s powers. Though the independent counsel was surely an “executive” rather than “quasi-legislative” or “quasi-judicial” officer—his primary function, after all, was criminal investigation and prosecution—Congress’s protection of his independence was nonetheless appropriate. This was so in large part because the independent counsel’s duties were discrete in scope: [T]he independent counsel is an inferior officer under the Appointments Clause, with limited jurisdiction and tenure and lacking policymaking or significant administrative authority. Although the counsel exercises no small amount of discretion and judgment in deciding how to carry out his or her duties under the Act, we simply do not see how the President’s need to control the exercise of that discretion is so central to the functioning of the Executive Branch as to require as a matter of constitutional law that the counsel be terminable at will by the President. Id. at 691-692, 108 S.Ct. 2597. Moreover, the Court noted, the President did retain the ability to exercise some control over an independent counsel through his at-will appointee, the Attorney General. Id. at 692, 108 S.Ct. 2597. In its 2010 decision in Free Enterprise Fund v. Public Company Accounting Oversight Board, 561 U.S. 477, 130 S.Ct. 3138, 177 L.Ed.2d 706 (2010), however, the Court drew a bright line limiting the leeway afforded to Congress by the progeny of Humphrey’s Executor and Morrison: Congress could not insulate an inferior officer from presidential oversight with two layers of for-cause protection. There, the Court held that the for-cause removal of the commissioners of the Public Company Accounting Oversight Board, an entity created by the Sarbanes-Oxley Act under the aegis of the SEC—whose commissioners themselves may be removed by the President only in limited circumstances— violated the spirit of the “take care” clause. It reasoned as follows: A second level of tenure protection changes the nature of the President’s review. Now the Commission cannot remove a Board member at will. The President therefore cannot hold the Commission fully accountable for the Board’s conduct, to the same extent that he may hold the Commission accountable for everything else that it does. The Commissioners are not responsible for the Board’s actions. They are only responsible for their own determination of whether the Act’s rigorous good-cause standard is met. And even if the President disagrees with their determination, he is powerless to intervene-unless that determination is so unreasonable as to constitute “inefficiency, neglect of duty, or malfeasance in office.” Humphrey’s Executor, [295 U.S. at 620, 55 S.Ct. 869].... This novel structure does not merely add to the Board’s independence, but transforms it. 561 U.S. at 496, 130 S.Ct. 3138. 2. ITT’s Principal Argument Thus, in the nearly 90 years since Myers, the Supreme Court has qualified the doctrine of the President’s removal authority it espoused in that decision in at least three respects. Congress may place restrictions on the removal of the officers of “quasi-legislative” or “quasi-judicial” independent regulatory agencies (Humphrey’s Executor)-, it may likewise enact tenure protections for an executive inferior officer, if his or her duties are well-defined and discrete in scope (Morrison ). It may not, however, shield an inferior officer behind two layers of tenure protection (Free Entei-prise Fund). ITT’s contentions notwithstanding, we conclude that the structure of the CFPA is permissible when viewed through this doctrinal prism. ITT first argues that, because “the limitations on removal here are far more restrictive than a ‘good cause’ provision,” the CFPA runs afoul of Free Enterprise Fund’s dictum that “the President cannot ‘take care that the Laws be faithfully executed’ if he cannot oversee the faithfulness of the officers who execute them.” Def.’s Br. 8 (quoting Free Enter. Fund, 561 U.S. at 484, 130 S.Ct. 3138). In fact, however, the CFPA specifies precisely the same grounds for removal as the archetypal “for cause” provision approved by the Court in Humphrey’s Executor: the President may remove the Bureau’s director only for “inefficiency, neglect of duty, or malfeasance in office.” 12 U.S.C. § 5491(c)(3). Compare with 15 U.S.C. § 41 (“Any Commissioner may be removed by the President for inefficiency, neglect of duty, or malfeasance in office.”) (cited in Humphrey’s Executor, 295 U.S. at 619, 628, 632, 55 S.Ct. 869). ITT’s notion that the degree of insulation from executive oversight afforded the Bureau’s Director is explicitly proscribed by precedent therefore lacks merit. The Director is responsible directly to the President, without the additional layer of screening the Court found problematic in the structure of the Public Company Accounting Oversight Board. Cf. Free Enterprise Fund, 561 U.S. at 507, 130 S.Ct. 3138 (distinguishing circumstances where “the President has ... authority to initiate a Board member’s removal for cause”). The CFPA’s structure is thus unconstitutional only if the authority wielded by the Bureau exceeds the bounds recognized by Humphrey’s Executor and Morrison. Here, there is no doubt that the Bureau partakes of some of the quasi-legislative and quasi-judicial functions that characterize an independent regulatory agency. It is invested with the authority to engage in rulemaking to further implement Congress’s enactments on the subject of consumer financial protection, and its regulatory powers include administrative adjudication. 12 U.S.C. §§ 5511, 5562-5565. Cf. Humphrey’s Executor, 295 U.S. at 628, 55 S.Ct. 869 (noting that the FTC “is an administrative body created by Congress to carry into effect legislative policies embodied in the statute”); Buckley v. Valeo, 424 U.S. 1, 140-141, 96 S.Ct. 612, 46 L.Ed.2d 659 (1976) (noting that the “administrative” functions performed by the Federal Election Commission are “of Mnds usually performed by independent regulatory agencies”). The Bureau also undoubtedly wields paradigmatic “executive” powers—notably the authority to bring suit on behalf of the United States—but we find no basis for concluding that the Director’s powers are so great that the inability to remove him or her at whim fatally undermines the President’s constitutional prerogatives. While it is true that the Bureau does not operate only for a fixed time like a Department of Justice independent counsel, cf. Morrison, 487 U.S. at 672, 108 S.Ct. 2597 (“[T]he office of the independent counsel is ‘temporary’ in the sense that an independent counsel is appointed essentially to accomplish a single task .... ”), its enforcement powers are constrained within the subject-matter of its organic statute. ITT objects specifically to CFPA’s grant of litigating authority, arguing that the Bureau has “broad jurisdiction and significant power over numerous industries,” and that “without meaningful Presidential control over the Director, the Director could initiate suits advancing his—and not the President’s—views on the proper construction of federal laws.” Def.’s Br. 9. But courts have long and consistently upheld the endowment of regulatoi-y agencies with law enforcement powers against constitutional challenge. See Bowsher v. Synar, 478 U.S. 714, 106 S.Ct. 3181, 92 L.Ed.2d 583 (1986) (implicitly affirming the proposition that “officers of the United States” other than the President and Attorney General, such as FTC commissioners, may engage in the enforcement of federal law). This is true of the Securities and Exchange Commission, whose commissioners are subject to removal .only for cause and which enjoys broad enforcement powers over publicly traded companies. See SEC v. Blinder, Robinson, & Co., Inc., 855 F.2d 677, 682 (10th Cir.1988) (upholding the SEC’s constitutionality and observing that Humphrey’s Executor “stands generally for the proposition that Congress can, without violating Article II, authorize an independent agency to bring civil law enforcement actions where the President’s removal power was restricted to inefficiency, neglect of duty, or malfeasance in office”); see also SEC v. Sachdeva, 2011 WL 933967, at *1 (E.D.Wis. Mar. 16, 2011) (employing the same reasoning). It is true as well of the FTC, which possesses similar power to bring civil suit on the government’s behalf and upon whose organic statute a considerable portion of the CFPA’s operative language is based. See FTC v. Am. Nat’l Cellular, Inc., 810 F.2d 1511, 1514 (9th Cir.1987). We therefore reject ITT’s argument that the Supreme Court’s established removal power jurisprudence forecloses the for-cause removal protections of the Bureau’s Director. 3. ITT’s Alternate Grounds of Unconstitutionality In its reply brief, ITT shifts gears. Rather than contending that the Bureau runs afoul of any particular precedent, it asserts that no federal entity has heretofore “combine[d] the Bureau’s panoply of problematic features”—including the length of the Director’s tenure, 12 U.S.C. § 5491(c)(3); for-cause removal of the Director, id. at § 5491(c)(3); the fact that the Bureau’s authority is concentrated in a single director rather than a multi-member commission, id. at § 5491(b)(1); its “unconstitutionally appointed” Deputy Director, id. at § 5491(b)(6); its “immunity from the congressional appropriations process,” id. at § 5497(a)(2)(C); and its “unprecedented restrictions on judicial review,” id. at §§ 5512(b)(4)(B), 5513(a), 5513(c)(3)(B)(ii), & 5513(c)(8); among other ostensibly problematic features. Def.’s Reply 3. There are at least two problems with ITT’s “mosaic” theory of the Bureau’s unconstitutionality. First, ITT never offers a convincing basis for the conclusion that many of these features of the CFPA contribute, even in a piecemeal sense, to the Bureau’s unconstitutionality. Second, its generalized assault on the “unprecedented” nature of the Bureau proceeds from the mistaken premise that that which is not specifically approved by precedent is forbidden. ITT notes, for instance, that the CFPA empowers the Director to delegate any or all of his powers to any “duly authorized employee, representative, or ag;ent.” 12 U.S.C. § 5492(b). Citing the Supreme Court’s decision in Buckley v. Valeo, 424 U.S. 1, 96 S.Ct. 612, 46 L.Ed.2d 659 (1976), it then asserts that this power to delegate “further undermines the President’s control over Executive officials.” Def.’s Br. 9 (citing Buckley, 424 U.S. at 36, 96 S.Ct. 612). The cited portion of Buckley merely reviews the body of Supreme Court precedent on the appointment and removal powers of the President, and reaffirms the unremarkable proposition that “members of independent agencies are not independent of the Executive with respect to their appointments.” 424 U.S. at 136, 96 S.Ct. 612. We have difficulty extracting from this language any notion that the Constitution is offended by allowing a presidential appointee to delegate some of her own authority to her subordinates; such delegation is a commonplace and unavoidable feature of any large institution. See, e.g., 21 U.S.C. § 871(a) (permitting the Attorney General to “delegate any of his functions [under the Controlled Substances Act] to any officer or employee of the Department of Justice”). See also Touby v. United States, 500 U.S. 160, 169, 111 S.Ct. 1752, 114 L.Ed.2d 219 (1991) (implicitly affirming the constitutionality of the delegation authority granted in 21 U.S.C. § 871(a)). ITT also takes issue with the Director’s authority to appoint the Deputy Director. See Def.’s Br. 9 n. 6 (citing 12 U.S.C. § 5491(b)(5)). The Constitution provides that Congress may vest the heads of Executive Departments with authority to appoint inferior officers. U.S. Const. Art. II, § 2, cl. 2; Free Enter. Fund, 561 U.S. at 510-511, 130 S.Ct. 3138. ITT insists that the Bureau, as an entity “established in the Federal Reserve system”—itself an independent regulatory agency, see 12 U.S.C. § 5491(a); 44 U.S.C. § 3502(5)—is not an Executive Department. The Director, it contends, thus lacks constitutional sanction to appoint his own deputy. We disagree. As the Bureau notes, the CFPB is not in any meaningful sense subordinate to the Federal Reserve Board of Governors, and its Director, as we have seen, is appointed by the President directly. Under the more expansive definition of “department” approved by the Court in Free Enterprise Fund, the Bureau likely qualifies as a “separate allotment or part of business; a distinct province, in which a class of duties are allotted to a particular person.” See 561 U.S. at 511, 130 S.Ct. 3138 (concluding that the SEC is a “ ‘Department’ for the purposes of the Appointments Clause”). We need not decide the question, however, because ITT has not attempted to demonstrate that the Deputy Director has any relationship to this matter, or that the unconstitutionality of his or her appointment process affects the Bureau’s standing to bring suit. See generally Ayotte v. Planned Parenthood of N. New England, 546 U.S. 320, 328-329, 126 S.Ct. 961, 163 L.Ed.2d 812 (2006) (discussing the severability of unconstitutional portions of statutes and affirming that, “[generally speaking, when confronting a constitutional flaw in a statute, we try to limit the solution to the problem”). Turning to the Bureau’s funding, ITT complains that the “Director may unilaterally claim up to 12% of the Federal Reserve’s budget ... without Congress’s approval.” Def.’s Br. 9 (citing 12 U.S.C. § 5497(a)). According to ITT, this “immunity from the Congressional appropriations process” further contributes to the Bureau’s unconstitutionality. Def.’s Reply 3. ITT overstates the degree of the Bureau’s insulation from congressional control; more to the point, it neglects to explain how the Bureau’s source of funding implicates constitutional concerns. The CFPA does indeed restrict the House and Senate Appropriations Committees from reviewing the Bureau’s primary funding source, see 12 U.S.C. § 5497(a)(2)(C), but it does not strip Congress as a whole of its power to modify appropriations as it sees fit. As the Bureau has pointed out, the Constitution does not prohibit Congress from enacting funding structures for agencies that differ from the procedures prescribed by the ordinary appropriations process. See AINS, Inc. v. United States, 56 Fed.Cl. 522, 539 (Fed.C1.2003) (criticizing the “erroneous view that Congress cannot create special funds and self-financing programs distinct and isolated from the general Treasury funds”). Nor does the Constitution prohibit Congress from creating funding mechanisms that enjoy some degree of insulation from its own year-to-year control. “Congress itself may choose, however, to loosen its own reins on public expenditure. So, for example, although Congress ordinarily requires that appropriations be spent within a single year, it may also authorize appropriations that continue for a longer period of time.” Am. Fed’n of Gov’t Emps., AFL-CIO, Local 1647 v. Fed. Labor Relations Auth., 388 F.3d 405, 409 (3d Cir.2004). See also See Nat’l Ass’n of Reg’l Councils v. Costle, 564 F.2d 583, 587 & n. 10 (D.C.Cir.1977). ITT’s conclusory assertion that the CFPA’s funding structure violates the Origination Clause, U.S. Const. Art. I, § 7, cl. 1, is therefore without merit. Lastly, ITT argues, in a footnote, that the “CFPA ... limits judicial oversight in ways that are relevant to separation of powers analysis.” Def.’s Br. 10 n. 7. ITT cites three statutory provisions in support of this point. Two of them, 12 U.S.C. § 5513(a) and 12 U.S.C. § 5513(c)(3)(B)(ii), have nothing to do with judicial review. The third cited provision does concern judicial review, stating that “the deference that a court affords the Bureau with respect to a determination by the Bureau regarding the meaning of interpretation of any provision of a Federal consumer law shall be applied as if the Bureau were the only agency authorized to apply, enforce, interpret, or administer the provisions of such Federal consumer financial law.” 12 U.S.C. § 5512(b)(4)(B). This merely prescribes that the Bureau’s constructions of organic law in its subject area are to be given deference, in accordance with the well-established principles first enunciated in Chevron U.S.A., Inc. v. Natural Resources Defense Council, Inc., 467 U.S. 837, 104 S.Ct. 2778, 81 L.Ed.2d 694 (1984). See Smiley v. Citibank (S.D.), N.A., 517 U.S. 735, 740, 116 S.Ct. 1730, 135 L.Ed.2d 25 (1996) (“It is our practice to defer to the reasonable judgments of agencies with regard to the meaning of ambiguous terms in statutes that they are charged with administering.”). ITT has not succeeded in identifying anything remotely problematic about the CFPA’s provision for judicial review of the Bureau’s decisions. Regardless of the groundlessness of its individualized objections to the Bureau’s statutory features, ITT’s argument in reply proceeds from a flawed premise. The CFPA is undoubtedly new—and its combination of features thus, in some sense, “unprecedented.” Its constitutionality has not yet been subject to authoritative review by the Supreme Court or by any of the Courts of Appeals, and while a number of United States District Courts around the nation have begun to apply the Act, only one so far has addressed a challenge to its constitutionality based on the separation of powers. In that case, Consumer Financial Protection Bureau v. Morgan Drexen, Inc., 60 F.Supp.3d 1082, 2014 WL 5785615 (C.D.Cal. Jan. 10, 2014), the Central District of California considered, and rejected, a defendant’s claims that the CFPA unlawfully abridged the President’s removal power and that the statute endowed the Director with unconstitutional power to delegate his or her authority. 60 F.Supp.3d at 1086-88, 2014 WL 5785615, at *3-4. Apart from two law review articles and an opinion piece in the Wall Street Journal, ITT cites no authority for its theory that the Bureau’s amalgamated features render it unconstitutional. Rather, it- appears to argue that, because precedent does not explicitly sanction the Bureau’s structure and range of powers— which ITT asserts constitute “a gross departure from longstanding practice”—the CFPA exceeds constitutional bounds. Def.’s Reply 2. This inverts the premise from which we must start in exercising judicial review over Congress: the presumption of. constitutionality. Morrison, 529 U.S. at 607, 120 S.Ct. 1740; Brown v. Maryland, 25 U.S. 419, 436, 12 Wheat. 419, 6 L.Ed. 678 (1827). This principle of prudential judicial deference is a venerable one: Chief Justice Marshall, the Court’s first and greatest exponent of judicial review, cautioned that a court should declare legislation unconstitutional only when “[t]he opposition between the constitution and the law [is] such that, the judge feels a clear and strong conviction of their incompatibility with each other.” Fletcher v. Peck, 10 U.S. 87, 128, 6 Cranch 87, 3 L.Ed. 162 (1810). Where Congress has acted, a challenge to the constitutionality of its enactments must show not merely that the legislature has taken a path not before explicitly sanctioned by the judicial branch, but that it has affirmatively violated constitutional principles. ITT thus bears a considerable burden in arguing that, though none of the CFPA’s features is itself expressly unconstitutional, the statute as a whole nonetheless runs afoul of the separation of powers. Such a showing is certainly not impossible. See Ass’n of Am. Railroads v. U.S. Dep’t of Transp., 721 F.3d 666, 673 (D.C.Cir.2013) (“Just because two structural features raise no constitutional concerns independently does not mean Congress may combine them in a single statute.”).' Moreover, while novelty does not create a presumption of unconstitutionality, a court may well find, in certain circumstances, that the lack of historical precedent for an entity raises a red flag. Nat’l Fed’n of Indep. Bus. v. Sebelius, 567 U.S. 519, 132 S.Ct. 2566, 2586, 183 L.Ed.2d 450 (2012) (in addressing the constitutionality of the “Obamacare” individual mandate, noting that while “there is a first time for everything,” “sometimes the most telling indication of a severe constitutional problem, is the lack of historical precedent”) (additional citations omitted). The Bureau, however, is no venture into uncharted waters; it is a variation on a theme—the independent regulatory agency with enforcement power—that has been a recurring feature of the modern administrative state. See Humphrey’s Executor, 295 U.S. at 629, 55 S.Ct. 869; SEC v. Blinder, Robinson, & Co., 855 F.2d 677, 682 (10th Cir.1988). With respect to the removal power doctrine that serves as the core of ITT’s claim, the question we must answer, at its simplest level, is a functional one: “whether the removal restrictions are of such a nature that they impede the President’s ability to perform his constitutional duty.” Morrison, 487 U.S. at 691, 108 S.Ct. 2597. As we have already noted, we believe that the structure and powers of the Bureau are sufficiently analogous to those of the FTC, SEC, and other regulatory agencies that the question of the constitutionality of the CFPA’s removal provision is settled by Humphrey’s Executor and its progeny. See Humphrey’s Executor, 295 U.S. at 629, 55 S.Ct. 869. See also Morgan Drexen, 60 F.Supp.3d at 1087-88, 2014 WL 5785615, at *4 (“It is no more difficult for the President to assure that the Director of the CFPB is ‘competently performing his or her statutory responsibilities’ than it was for the President to oversee the leadership of the FTC at the time of Humphrey’s Executor.”). Additionally, ITT has not shown that any of the CFPA’s other provisions, whether considered individually or in the aggregate, unconstitutionally infringe on the President’s authority to “take care that the laws be faithfully executed”—or otherwise undermine the constitutional separation of powers. We therefore reject ITT’s challenge to the constitutionality of the Consumer Financial Protection Act on this basis. B. Statutory Vagueness in Violation of Due Process ITT also asserts that the Bureau’s claims against it under the CFPA fail because the statute’s prohibitions on “unfair” and “abusive” conduct “fail to give educational institutions fair notice of what is required of them.” Def.’s Br. 4 (citing FCC v. Fox Television Stations, Inc., 567 U.S. 239, 132 S.Ct. 2307, 2317, 183 L.Ed.2d 234 (2012)). This vagueness, it insists, violates the Due Process clause of the Fifth Amendment and renders these portions of the CFPA unenforceable against ITT. “A fundamental principle in our legal system is that laws which regulate persons or entities must give fair notice of conduct that is forbidden or required.” Fox Television, 132 S.Ct. at 2315; Papachristou v. City of Jacksonville, 405 U.S. 156, 162, 92 S.Ct. 839, 31 L.Ed.2d 110 (1972) (“Living under a rule of law entails various suppositions, one of which is that all persons are entitled to be informed as to what the State commands or forbids.”) (citations omitted). A statute is void for vagueness if it “fails to provide a person of ordinary intelligence fair notice of what is prohibited, or is so standardless that it authorizes or encourages seriously discriminatory enforcement.” United States v. Williams, 553 U.S. 285, 304, 128 S.Ct. 1830, 170 L.Ed.2d 650 (2008); Hill v. Colorado, 530 U.S. 703, 732, 120 S.Ct. 2480, 147 L.Ed.2d 597 (2000); Fuller ex rel. Fuller v. Decatur Pub. Sch. Bd. of Educ. Sch. Dist. 61, 251 F.3d 662, 666 (7th Cir.2001). This doctrine is not implicated merely because “it may at times be difficult to prove an incriminating fact.” Fox Television, 132 S.Ct. at 2315. Nor can a court declare a law unconstitutionally vague based on “the mere fact that close cases can be envisioned” under its provisions. Williams, 553 U.S. at 305-306, 128 S.Ct. 1830. Rather, we refuse to apply a statutory standard only where it is so amorphous that reasonable observers have no choice but to “guess at its meaning[,] and differ as to its application.” Connally v. Gen. Constr. Co., 269 U.S. 385, 391, 46 S.Ct. 126, 70 L.Ed. 322 (1926). See also Fox Television, 132 S.Ct. at 2315. The CFPA provides: “It shall be unlawful for ... any covered person or service provider ... to engage in any unfair, deceptive, or abusive act or practice.” 12 U.S.C. § 5536(a)(1)(B). Count One of the Complaint alleges that ITT violated the Act by engaging in “unfair” conduct, while Counts Two and Three allege “abusive” conduct. ITT argues that the unconstitutional vagueness of Section 5536, as applied here, mandates the dismissal of all three counts. Before addressing, in turn, the purported vagueness of the terms “unfair” and “abusive,” we pause to resolve the parties’ dispute regarding the level of judicial scrutiny warranted by the economic regulation in question. 1. Level of Scrutiny Not all laws are created equal with respect to vagueness doctrine. “The degree of vagueness that the Constitution tolerates—as well as the relative importance of fair notice and fair enforcement— depends in part on the nature of the enactment.” Hoffman Estates v. Flipside, Hoffman Estates, Inc., 455 U.S. 489, 498, 102 S.Ct. 1186, 71 L.Ed.2d 362 (1982). One important distinguishing factor is whether a statute imposes criminal, or merely civil, penalties; less clarity is demanded of laws or regulations that are enforced through civil action rather than prosecution. Id. at 498-499, 102 S.Ct. 1186 (“The Court has ... expressed greater tolerance of enactments with civil rather than criminal penalties because the consequences of imprecision are qualitatively less severe.”); Gresham v. Peterson, 225 F.3d 899, 908 (7th Cir.2000) (observing that “laws imposing civil rather than criminal penalties do not demand the same high level of clarity”). Regardless of whether a statute is civil or criminal in nature, courts also demand considerably greater clarity from laws impacting “the exercise of constitutionally protected rights”—particularly the expression rights guaranteed in the First Amendment. Hoffman Estates, 455 U.S. at 499, 102 S.Ct. 1186. If the enforcement of a law threatens to chill protected speech or the exercise of another fundamental right, we apply more stringent scrutiny to its clarity and the fairness of its notice. See Fox Television, 132 S.Ct. at 2318 (discussing the heightened stringency of the vagueness inquiry for regulations that “touch upon sensitive areas of basic First Amendment freedoms”) (quoting Baggett v. Bullitt, 377 U.S. 360, 372, 84 S.Ct. 1316, 12 L.Ed.2d 377 (1964)). See also Reno v. Am. Civil Liberties Union, 521 U.S. 844, 870-871, 117 S.Ct. 2329, 138 L.Ed.2d 874 (1997) (“The vagueness of [a content-based regulation of speech] raises special First Amendment concerns because of its obvious chilling effect”). We review economic regulations, however, with less severe scrutiny. This is because their “subject matter is often more narrow, and because businesses, which face economic demands to plan behavior carefully, can be expected to consult relevant legislation in advance of action. Indeed, the regulated enterprise may have the ability to clarify the meaning of the regulation by its own inquiry, or by resort to an administrative process.” Hoffman Estates, 455 U.S. at 498, 102 S.Ct. 1186. Here, ITT asserts that, despite the coneededly economic nature of- the CFPA’s prohibitions, a stricter vagueness standard should nonetheless apply, for two reasons. First, it contends that economic regulations receive lax scrutiny only if their subject area is “narrow”; since the FCPA, by contrast, is “broad,” a reviewing court should demand more clarity. This misconstrues the case law. ITT cites Papachristou v. City of Jacksonville, 405 U.S. 156, 92 S.Ct. 839, 31 L.Ed.2d 110 (1972), in which the Court stated that “[i]n the field of regulatory statutes governing business activities, where the acts are in a harrow category, greater leeway is allowed.” 405 U.S. at 162, 92 S.Ct. 839. In both Papachristou and the landmark Hoffman Estates decision that followed it, the Supreme Court reasoned that economic regulations deserve looser scrutiny not if their subject matter is narrow, but because the subject matter of such regulations is inherently more likely to be narrow. Id., Hoffman Estates, 455 U.S. at 498, 102 S.Ct. 1186. See also Sweet Home Chapter of Communities for a Great Oregon v. Babbitt, 1 F.3d 1, 4 (D.C.Cir.1993) (noting that “modern vagueness cases have invariably afforded less protection” to regulations of economic activity) (emphasis added). Like other federal regulatory statutes, the FCPA is indeed “narrower” than a criminal statute, in that it applies only to certain covered entities and to a particular class of economic activity. See 12 U.S.C. § 5536(a)(1). Second, ITT insists that the CFPA warrants greater scrutiny because it does, in fact, impinge on its constitutionally protected rights. ITT urges that it has a “constitutionally protected property interest ]” in participating in federal student loan programs, and the regulation of its communications to its students chills its First Amendment speech rights. Def.’s Reply 4-5. ITT proves too much by this contention: such a broad conception of a statute’s impact on constitutional rights would render the distinction between economic and non-economic regulations nugatory. Almost by definition, an economic regulation impacts the “property” interests of the regulated party; short of contending that the CFPA constitutes a “taking” without due process of its property interest in participating in the federal student loan programs under the Fifth Amendment—a claim ITT never makes—ITT cannot invoke the aura of fundamental constitutional rights simply because the law impacts the disposition of its property. See, e.g., Betancourt v. Bloomberg, 448 F.3d 547 (2d Cir.2006) (city ordinance forbidding property from being left in public areas, as appliéd to a homeless man’s cardboard shelter, did not encroach on any constitutionally protected rights). ÍTT’s invocation of its free speech rights is similarly overstated. In support of the notion that “the Bureau ... is attempting to impose liability for truthful communications between ITT and students, chilling ITT’s First Amendment rights,” ITT cites Sorrell v. IMS Health, Inc., 564 U.S. 552, 131 S.Ct. 2653, 2664, 180 L.Ed.2d 544 (2011). Unlike the law at issue in Sorrell, however, the CFPA does not target commercial speech; still less does it constitute content discrimination. Cf. 131 S.Ct. at 2665 (“But [the statute] imposes more than an incidental burden on protected expression. Both on its face and in its practical operation, Vermont’s law imposes a burden based on the content of speech and the identity of the speaker.”). Commercial activity inevitably involves “communications” between buyers and sellers; it does not follow, however, that economic regulations targeting economic behavior violate the First Amendment simply because they might impact speech in this broadest sense. Id. at 2664 (“[T]he First Amendment does not prevent restrictions directed at commerce or conduct from imposing incidental burdens on speech.”). A great deal of the body of national antitrust and consumer protection law—of which the CFPA is the latest exemplar—depends for its well-established legality on the recognition that “it has never been deemed an abridgement of freedom of speech or press to make a course of conduct illegal merely because the conduct was in part initiated, evidenced, or carried out by means of language, either spoken, written, or printed.” See Giboney v. Empire Storage & Ice Co., 336 U.S. 490, 502, 69 S.Ct. 684, 93 L.Ed. 834 (1949). We therefore conclude that, as a statute imposing only civil liability and governing economic activity rather than protected constitutional interest like free expression, the CFPA’s language is not subject to heightened scrutiny for vagueness. See Illinois v. Alta Colleges, Inc., 2014 WL 4377579, at *3-4 (N'.D.Ill. Sept. 4, 2014) (finding that “the CFPA is an economic regulation ... subject to a lenient vagueness test”). We proceed to consider the two statutory terms at issue with that understanding in mind. 2. “Unfair” Act or Practice ITT argues that the CFPA’s prohibition on “any unfair ... act or practice,” 12 U.S.C. § 5536(a)(1)(B), is utterly “stan-dardless” and thus unacceptably vague. Because the prohibition on “unfair” practices taps into a well-developed and long-established definition of the term, we disagree. It is a fundamental canon of construction that when Congress employs a term with a specialized meaning relevant to the matter at hand, that meaning governs. See Moskal v. United States, 498 U.S. 103, 121, 111 S.Ct. 461, 112 L.Ed.2d 449 (1990) (Scalia, J., dissenting). If Congress has “borrowed” a term of art from its own existing body of legislation, we therefore presume that it did so advisedly. See Morissette v. United States, 342 U.S. 246, 263, 72 S.Ct. 240, 96 L.Ed. 288 (1952). In the words of Justice Frankfurter, “if a word is obviously transplanted from another legal source, whether the common law or other legislation, it brings its soil with it.” Felix Frankfurter, Some Reflections on the Reading of Statutes, 47 Colum. L.Rev. 527, 537 (1947). Here, the statute’s prohibition on “any unfair [or] deceptive act or practice” closely mirrors the language employed by Section 5 of the Federal Trade Commission Act, which proscribes “unfair or deceptive acts or practices in or affecting commerce.” 15 U.S.C. § 45(a)(1). The Bureau’s own Supervision and Examination Manual confirms what the near-identical language of the two statutes suggests: that longstanding interpretations of the FTCA should inform interpretation of the CFPA as well. See CFPB Supervision and Examination Manual at 174 n. 2 (2d ed.2012). The FTCA is now more than a century old, and the meaning of its terminology—such as “unfair or deceptive acts or practices” (or “UDAPs”)—has been given concrete shape by successive generations of interpretation and refinement. Indeed, the definition has grown more precise over time. “A practice is ‘unfair,’ ” as the Seventh Circuit observed in