Full opinion text
ORDER AND OPINION CRABB, Chief Judge. Plaintiff brings this action for declaratory judgment seeking a determination that Wis.Stat. §§ 611.72 and 617.12 violate the Commerce Clause, the Supremacy Clause, and the Fifth and Fourteenth Amendments of the United States Constitution, and Title 42, Section 1983 of the United States Code, and for injunctive relief to prohibit defendant from enforcing those sections of the Wisconsin statutes. Those sections prohibit the execution of any plan for the acquisition of control (as defined in Wis.Stat. § 600.03(13)) of any domestic stock insurance company, or its parent holding company wherever organized, without the approval of defendant. Plaintiff, a Delaware corporation with its principal executive office in New York, owns approximately 9.2 percent of the outstanding common stock of the St. Paul Companies, Inc., a publicly-traded insurance holding company domiciled in Minnesota. Plaintiff seeks to acquire presumptive control (in excess of ten percent of the common stock, Wis.Stat. § 600.03(13))) of the St. Paul Companies, Inc., through purchases on the open market. St. Paul Companies’ principal and wholly-owned subsidiary is St. Paul Fire & Marine Insurance Company, a Minnesota corporation. St. Paul Fire & Marine has a wholly-owned subsidiary incorporated in Wisconsin, St. Paul Fire and Casualty Insurance Company. St. Paul Fire and Casualty accounts for one-tenth of one percent of the statutory admitted assets and three percent of the premium income of the St. Paul holding company system. St. Paul Companies has insurance company subsidiaries incorporated in eight states other than Wisconsin. In four of those states, and in Minnesota, approval of plaintiff’s proposed acquisition has been either granted or recommended, and in three of those states plaintiff’s proposal has been denied (the outcome in the eighth state is not stated in the record). On November 24, 1987, plaintiff filed with defendant an Insurance Holding Company Registration Statement, seeking approval to acquire in excess of ten percent of the common stock of St. Paul Companies. Defendant held a hearing on plaintiff’s proposed acquisition in February 1988, and denied plaintiff’s application for approval of the proposed acquisition on April 7, 1988. Plaintiff had a right to judicial review of defendant’s decision under Wis.Stat. ch. 227, and was advised in writing of that right by defendant. Plaintiff did not seek state court review, and the time to seek review expired on May 9, 1988. On April 28, 1988, plaintiff filed this action which is now before the court on defendant’s motion to dismiss the complaint under the abstention doctrines of Younger v. Harris, 401 U.S. 37, 91 S.Ct. 746, 27 L.Ed.2d 669 (1971) and Burford v. Sun Oil Co., 319 U.S. 315, 63 S.Ct. 1098, 87 L.Ed. 1424 (1943). The magistrate filed a report recommending that the motion be granted on the ground that the elements requisite to Younger abstention are present: (1) there is a pending state proceeding, (2) that implicates important state interests, (3) and provides an adequate opportunity for plaintiff to raise its constitutional claims. Like the magistrate, I find that the state proceedings set in motion by plaintiff’s application and the hearing called by defendant involve important state interests in the regulation of the domestic insurance industry, and that these proceedings provide plaintiff with an adequate opportunity to pursue the federal claims raised in this action. I find it a very close question whether there is a “pending” state proceeding where, as here, the proceeding being challenged is an administrative hearing that has ended and resulted in a final order. I conclude, however, that recent rulings of the United States Supreme Court direct a finding that a state proceeding is pending if an administrative proceeding has been initiated before a federal action is filed whether or not the proceeding itself is ongoing at the time the federal action is filed, and thus, I am constrained to find that state proceedings were pending when plaintiff filed this suit. This result follows from the Supreme Court’s steady expansion of the Younger doctrine, as discussed below in this order. This result also makes manifest the far-reaching implications of such expansion, namely that however important a plaintiff’s interest in having a federal forum to hear important issues of federal constitutional law, the federal courts are closed to plaintiffs in any case in which a state administrative or judicial proceeding has been held, even if the plaintiff did not initiate the state proceeding or if the case would not be ripe until the state had acted to give the plaintiff a federal claim. Nevertheless, I conclude that Younger abstention, as extended by the United States Supreme Court, is appropriate in this case, and I will adopt the magistrate’s findings of fact and conclusions of law pertaining to Younger abstention, supplemented by the findings of fact and conclusions of law set forth in this order. Supplementary Findings of Fact Of the eight states other than Wisconsin that have asserted a statutory right to approve plaintiff’s proposed purchase of over ten percent of St. Paul Companies’ shares, California, Minnesota and New York have approved the proposal; in Texas approval has been recommended; Indiana, Nebraska and North Dakota have denied the proposal; and the record does not disclose the outcome in Delaware. In response to the federal court challenges to the state statutes’ constitutionality that plaintiff filed in Indiana, Nebraska and North Dakota, motions to dismiss on Younger and Burford abstention grounds were denied in Indiana and North Dakota, and granted in Nebraska. See Alleghany Corporation v. Eakin, No. I.P. 88-561-C (S.D.Ind. Jan. 30, 1989); Alleghany Corporation v. Pomeroy, 698 F.Supp. 809 (D.N. D.1988); Alleghany Corporation v. McCartney, No. CV99-L-235 (D.Neb. Oct. 18, 1988). Opinion The doctrine of abstention was established in Younger and expanded in subsequent cases to protect state processes from premature federal interference. Younger, 401 U.S. at 44, 91 S.Ct. at 750 (principle of federalism requires that federal court “not unduly interfere with the legitimate activities of the states”); Bethune Plaza, Inc. v. Lumpkin, 863 F.2d 525, 528 (7th Cir.1988). In Younger, the United States Supreme Court held that under principles of comity, equity, and federalism, the federal courts should refrain from enjoining state criminal prosecutions. Jacobson v. Village of Northbrook Municipal Corporation, 824 F.2d 567, 569 (7th Cir.1987). In Samuels v. Mackell, 401 U.S. 66, 91 S.Ct. 764, 27 L.Ed.2d 688 (1971), the Court extended the holding in Younger to prevent federal courts from issuing declaratory judgments regarding state statutes that are subject to ongoing state criminal prosecutions. Middlesex County Ethics Committee v. Garden State Bar Ass’n, 457 U.S. 423, 431 n. 10, 102 S.Ct. 2515, 2521 n. 10, 73 L.Ed.2d 116 (1982). The contours of the Younger doctrine have since been steadily expanded to encompass pending quasi-criminal and civil judicial and administrative proceedings that implicate important state interests and provide a forum competent to vindicate constitutional challenges to those proceedings. See, e.g., Pennzoil Company v. Texaco, Inc., 481 U.S. 1, 10-11, 107 S.Ct. 1519, 1525-26, 95 L.Ed.2d 1 (1987). In Huffman v. Pursue, Ltd., 420 U.S. 592, 95 S.Ct. 1200, 43 L.Ed.2d 482 (1975) (civil nuisance proceeding), the Supreme Court extended Younger abstention principles to include state-initiated civil proceedings in aid of and closely related to state criminal statutes. In Juidice v. Vail, 430 U.S. 327, 97 S.Ct. 1211, 51 L.Ed.2d 376 (1977) (civil contempt order), the Court applied the Younger abstention doctrine to important state civil actions that may be analogous to criminal proceedings but that are not intricately bound up with the state’s criminal statutes, and in Trainor v. Hernandez, 431 U.S. 434, 97 S.Ct. 1911, 52 L.Ed.2d 486 (1977) (civil attachment proceeding), the Court confirmed that Younger is not confined to the criminal context but applies also to civil actions brought by the state to vindicate important state policies. In Middlesex, 457 U.S. at 423, 102 S.Ct. at 2515, the Court held definitively that Younger policies are fully applicable to state civil judicial proceedings when important state interests are involved, and in Pennzoil, 481 U.S. at 1, 107 S.Ct. at 1519, the Court held the implication of important court interests factor to be controlling for Younger abstention purposes where the state was not even a party to the state proceeding (but where the state plaintiff was a private party acting as a state actor). Lemon v. Tucker, 664 F.Supp. 1143, 1146 (N.D.Ill.1987). In Middlesex, 457 U.S. at 432-33, 102 S.Ct. at 2521-22, the Court also ruled that administrative proceedings that are “judicial in nature” are within the category of civil judicial proceedings to which Younger applies when important state interests are involved and when there is an adequate opportunity in those proceedings to raise constitutional challenges. In Ohio Civil Rights Commission v. Dayton Christian Schools, Inc., 477 U.S. 619, 627, 106 S.Ct. 2718, 2723, 91 L.Ed.2d 512 (1986), the Court broadly applied the Middlesex articulation of the Younger doctrine to ongoing state administrative proceedings, judicial or otherwise, in which important state interests are vindicated and in which the federal plaintiff would have a full and fair opportunity to litigate constitutional claims. This dual focus on the importance of the state’s interests and on the availability of a meaningful opportunity to raise constitutional objections before a competent state tribunal, has been codified in the form of a three-part test that the Supreme Court established in Middlesex and applied in subsequent cases to determine whether Younger abstention is appropriate in either the criminal or civil context: (1) the existence of a pending state judicial or administrative proceeding, (2) that implicates important state interests, (3) and provides an adequate opportunity for constitutional challenges to be raised. Pennzoil, 481 U.S. at 10-11, 107 S.Ct. at 1525-26; Dayton, 477 U.S. at 627, 106 S.Ct. at 2723; Middlesex, 457 U.S. at 432, 102 S.Ct. at 2521. Plaintiff expands this test to include as additional determinative factors the existence of a state-initiated enforcement proceeding and the violation of state law. These may be common characteristics of many Younger and related cases. However, plaintiff does not cite to, and I am not aware of, any Supreme Court case that explicitly elevates these characteristics to be Younger requirements. Moreover, neither of these characteristics was present when the Court held Younger abstention appropriate in Pennzoil, 481 U.S. 1, 107 S.Ct. 1519. In Pennzoil, Texaco (the federal plaintiff and state defendant) filed a federal action under 42 U.S.C. § 1983 against Pennzoil (the state plaintiff), seeking to enjoin Pennzoil from taking any action to enforce a multibillion dollar judgment that a Texas court had rendered against Texaco and in favor of Pennzoil. When Texaco filed its federal action, there had not yet been any enforcement proceeding, state-initiated or otherwise, and there had not yet been any violation of state law. Just as in the instant case in which the state would have to act to enforce its decision rendered against plaintiff at the concluded hearing should plaintiff refuse to abide by that decision, so in Pennzoil Pennzoil would have had to act, in conjunction with the state, to enforce the state trial court’s judgment rendered against Texaco should Texaco have resisted the execution of that judgment. See Lemon v. Tucker, 664 F.Supp. at 1146. In both the instant case and in Pennzoil, state-initiated enforcement proceedings and violations of state law may follow from the federal plaintiff’s taking action contrary to a state tribunal’s decision, but such occurrences are not necessary for Younger abstention to be applicable before those occurrences take place. Plaintiff also adds to the Middlesex test the absence of any preemption claims, arguing that abstention should not be invoked in preemption cases. “The federal courts of appeal are in disagreement on the question of whether the assertion of a preemption claim renders abstention by the federal district court inappropriate.” Fore Way Express, Inc. v. State of Wisconsin Department of Industry, Labor and Human Relations, 660 F.Supp. 310, 312 (E.D. Wis.1987) (citing Kentucky West Virginia Gas Company v. Pennsylvania Public Utility Commission, 791 F.2d 1111, 1115-16 (3rd Cir.1986), Middle South Energy v. Arkansas Public Service Commission, 772 F.2d 404, 417 (8th Cir.1985), cert. denied, 474 U.S. 1102, 106 S.Ct. 884, 88 L.Ed.2d 919 (1986), Champion International Corp. v. Brown, 731 F.2d 1406, 1408-09 (9th Cir. 1984), and Baggett v. Department of Professional Regulation, Board of Pilot Commissioners, 717 F.2d 521, 524 (11th Cir. 1983), holding that the district court should not abstain; New Orleans Public Service v. City of New Orleans, 782 F.2d 1236, vacated in part, 798 F.2d 858, 860-864 (5th Cir.1986), and Aluminum Co. v. Utilities Commission of State of North Carolina, 713 F.2d 1024, 1028-30 (4th Cir.1983), cert. denied, 465 U.S. 1052, 104 S.Ct. 1326, 79 L.Ed.2d 722 (1984), affirming decision to abstain in the face of federal preemption claims). In Fore Way the court followed the latter authorities and ruled that a preemption claim does not render Younger abstention inappropriate where there exists a complex state regulatory scheme that might be disrupted by federal court review and a state court system that is capable of addressing the federal plaintiffs constitutional challenges. 660 F.Supp. at 313. In the instant case, the challenged state statutes are also part of a complex state regulatory scheme that might be disrupted by federal court intervention, and the state courts are also capable of hearing and deciding plaintiffs federal claims. In Fore Way the court based its ruling primarily on the analysis in New Orleans Public Service, 798 F.2d at 858, 863-64. In that case, as in the instant case, the claims before the court involved the intersection of state interests (in setting retail electricity rates) with federal interests (in wholesale rate making). Id. at 860. The court held Younger abstention to be proper based on the important state interests in setting retail rates, jurisdiction over which was explicitly reserved to the states by the Federal Power Act. Id. at 861. Similarly, in the instant case, where the state’s interest in regulating insurance is derived from equally explicit language in the McCarranFerguson Act, 15 U.S.C. §§ 1011, 1012(a), plaintiff’s preemption claim does not suffice to defeat the applicability of Younger abstention. Finally, plaintiff makes the argument, addressed in the magistrate’s report at 1535-36, that the Middlesex test is not applicable because plaintiff seeks prospective relief only. The Supreme Court has held that Younger does not bar resort to a federal forum where the federal plaintiff seeks to preclude future prosecution and not to change his or her record or to annul the results of prior state prosecutions. Wooley v. Maynard, 430 U.S. 705, 710-711, 97 S.Ct. 1428, 1432-33, 51 L.Ed.2d 752 (1977). In the instant case, plaintiff seeks “prospective relief” against the enforcement of a decision made at the conclusion of an administrative hearing. Such relief, if granted, would annul the results of that hearing and is no different in effect from the enjoining of pending proceedings in order to prevent both the reaching and enforcement of a result, usually sought by federal plaintiffs in Younger cases. What may render Younger abstention inappropriate in this plaintiff’s case is not that plaintiff seeks prospective relief, for the effect of the relief it seeks is not prospective, but that the proceeding whose decision plaintiff seeks to enjoin the state from enforcing is over. Of the three Middlesex factors to be considered in determining whether Younger abstention is appropriate, the first — the existence of a pending state proceeding — is the most hotly contested by the parties in the case at bar. It is also the most complex. Because the analysis of this element depends in part on, and follows logically from, the analyses of the second and third Middlesex factors — the vindication of important state interests and the availability of an adequate opportunity to raise constitutional claims — these latter two elements will be discussed first. Important State Interests As the magistrate documents at pages 1531-32 of his report, the courts have recognized wide-ranging interests in the many cases in which Younger has been applied. The Supreme Court has never held a state interest to be unimportant, and only a few lower courts have so held. Note, Slogan or Substance? Understanding “Old Federalism” and Younger Abstention, 73 Cornell L.Rev. 852, 873-74 (May 1988) (citing Texaco, Inc. v. Pennzoil, 784 F.2d 1133, 1150 (2d Cir.1986) (state interest in bond provision relatively minor), rev’d, 481 U.S. at 1, 107 S.Ct. at 1519; Mobil Oil Corporation v. City of Long Beach, 772 F.2d 534, 542 (9th Cir.1985) (state suing in proprietary not sovereign capacity and seeking only money damages)); see also W.C.M. Window Company, Inc. v. Bernardi, 730 F.2d at 490 (interest in employment of state residents that underlies state preference law not as central to state goals as protection of health, safety and morals; but decision not to abstain based on fact that three plaintiffs could not join state proceeding); First Alabama Bank of Montgomery, N.A. v. Parsons Steel, Inc., 825 F.2d 1475, 1482-83 (11th Cir.1987) (minimal state interest as adjudicator of wholly private dispute between private parties). The instant case involves an alleged conflict between the state's interest in regulating the statewide business of insurance and. the federal interest in overseeing nationwide corporate takeovers and in protecting interstate commerce. As the magistrate demonstrates at pages 1533-35 of his report, the factors defendant is required to take into account in ruling upon a request to acquire control shares under Wis.Stat. § 611.72 are not unrelated to the state’s legitimate regulatory concerns for the solvency of domestic insurance companies and foreign insurance companies licensed to write insurance in Wisconsin, and for Wisconsin policyholders. I agree with the magistrate’s conclusion that this statute implicates the state's interest in ensuring the financial stability of companies that offer insurance to state residents, and that this interest is substantial. Whether, in light of the federal interest in the non-insurance aspects of the transaction at issue, the state is entitled or authorized to effectuate this interest as provided for under the contested statutes goes to the merits of this action and need not (and should not) be decided in order to find the existence of important state interests for Younger abstention purposes. Plaintiff’s contention that the state’s interests are minimal because there has been no violation of state law, the state has not initiated any enforcement proceeding, and the relief requested will not operate directly against any state court, see Evans v. City of Chicago, 689 F.2d 1286, 1294 (7th Cir.1982) (noting that as of 1982 “the exceptional Younger progeny which did not involve pending state initiated proceedings abstained from considering relief which would operate directly against a state court”) is based on a narrow reading of this element of the Middlesex test that may be inferred from the early Younger cases but is not borne out by more recent cases. See Pennzoil, 481 U.S. at 12-14, 107 S.Ct. at 1526-28; W.C.M. Window, 730 F.2d at 490 (protecting health, safety and morals of state residents is the type of interest involved in cases where Younger abstention has been ordered); and cases collected at 1532 n. 26 of the magistrate’s report. Plaintiff contends that the McCarran-Ferguson Insurance Regulation Act, 15 U.S.C. §§ 1011-1015, cannot be used to supply the important state interest in this case because application of the Act is in dispute and goes to the merits of the case. This contention is equally unavailing. The finding of an important state interest need not be supported by federal statute, and the concerns for state policyholders that are reflected in state statutes and in the conclusions of law made in defendant’s order denying plaintiff’s application for approval of the proposed acquisition suffice to establish the state’s important interest in the consequences for state residents of the acquisition of a domestic insurer. Competent Forum/Adequate Opportunity to Raise Federal Claims A federal plaintiff has an adequate opportunity to raise constitutional challenges to a state proceeding before a state tribunal if such challenges may be heard in the challenged proceeding itself or in state court judicial review (either trial or appellate) of the proceeding, regardless whether the federal plaintiff seeks such review. Pennzoil, 481 U.S. at 15-17, 107 S.Ct. at 1528-29 (federal plaintiff's challenge to Texas bond provision could have been raised in trial court that entered judgment against plaintiff, and plaintiff could not escape Younger abstention by failing to do so); Dayton, 477 U.S. at 629, 106 S.Ct. at 2724 (where Dayton sought injunction against continuation of administrative proceedings on sex discrimination claims, it was sufficient for Younger abstention purposes that Dayton’s constitutional claims could be raised in state court review of those proceedings); Middlesex, 457 U.S. at 432-34, 102 S.Ct. at 2521-22 (where state ethics committee served formal statement of charges on lawyer who instead of filing answer filed suit in federal court, and disciplinary proceedings were subject to state court review, Younger abstention held appropriate); Huffman, 420 U.S. at 608-11, 95 S.Ct. at 1210-12; Foster v. Zeeko, 540 F.2d 1310, 1320 (7th Cir.1976); Fore Way Express, Inc. v. Wisconsin Department of Industry, Labor and Human Relations, 660 F.Supp. at 311. Gibson v. Berryhill, 411 U.S. 564, 93 S.Ct. 1689, 36 L.Ed.2d 488 (1973), is somewhat inconsistent with this articulation of the adequate opportunity factor. In Gibson, the Court stated that the fact that judicial review was forthcoming at the conclusion of the challenged administrative proceeding was irrelevant where the administrative tribunal itself was not competent because of bias, one of the exceptions to Younger. Id. 411 U.S. at 577, 93 S.Ct. at 1697. Under Dayton, 477 U.S. at 629, 106 S.Ct. at 2724, and Middlesex, 457 U.S. at 432-34, 102 S.Ct. at 2521-22, it would appear that such incompetence would be corrected by the availability of review. However, bias was not an issue in those cases, and it is not raised by plaintiff in the case at bar. Moreover, administrative tribunals in general are normally not competent to hear claims that statutes are unconstitutional. See, e.g., Weinberger v. Salfi, 422 U.S. 749, 765, 95 S.Ct. 2457, 2466, 45 L.Ed.2d 522 (1975) (issue of constitutionality of statutory requirement is beyond Secretary’s jurisdiction to determine); Metropolitan Life Insurance Company v. Board of Directors, 572 F.Supp. 460, 468 (W.D.Wis.1983) (state administrative body may not rule on constitutional challenges to the statutes under which it operates). It would be contrary to the holdings in post-Gibson eases such as Dayton, 477 U.S. at 619, 106 S.Ct. at 2718, and Middlesex, 457 U.S. at 423, 102 S.Ct. at 2515, to interpret Gibson to extend beyond bias and to bar Younger abstention wherever the administrative tribunal is not competent to hear constitutional claims, regardless of the opportunity to raise those claims in state courts upon review of the tribunal’s decision. As explained in the magistrate’s report at 1528-29, Wis.Stat. §§ 227.53-.58 provide for judicial review by state trial and appellate courts of administrative hearings, and for the consideration of constitutional challenges in the course of such review. Accordingly, I agree with the magistrate’s conclusion that the state proceedings set in motion by the statutorily required application and hearing at issue in the case at bar provide plaintiff with an adequate opportunity to raise in a competent state tribunal the federal defenses raised in this action. Pending State Proceeding The existence of a pending state proceeding is necessary to trigger Younger abstention and is the critical issue to be determined on this motion. Indeed, it is to this issue that most of plaintiff’s objections to the magistrate’s report are addressed. The magistrate found that the completed hearing in the instant case was part of an “adjudicative continuum” because it is subject to rehearing and judicial and appellate review. Plaintiff objects that the availability of appellate review relates to the adequate opportunity factor of the Middlesex test, that no comity concerns are implicated when the administrative hearing is over, and that if, as in this case, a completed administrative proceeding is held to be “pending,” then no party to a state administrative proceeding can ever raise federal claims in federal district court and federal plaintiffs will be forced to bypass state administrative agencies in order to get into federal district court. These objections will be addressed in the course of the analysis that follows. Whether the state proceeding in question is pending is not an issue when the proceeding is in state court or before an administrative tribunal for a decision and is actually ongoing at the time the federal action is commenced or before there is substantial advancement in the federal action. Dayton, 477 U.S. at 627-28 n. 2, 106 S.Ct. at 2723-24 n. 2. The problem arises when the state proceeding has yielded a decision and is no longer ongoing when the federal action is filed. When the state proceeding is in a trial court and the court has entered judgment, the proceeding is apparently considered to be pending for Younger abstention purposes. The reasoning for such a determination is unclear. In Huffman, 420 U.S. at 592, 95 S.Ct. at 1200, the first case in which the Court addressed the “pending” element where the state proceeding had ended, the Court applied to state trial proceedings only the requirement that the federal plaintiff continue through state appellate remedies before seeking relief. Id. at 608, 95 S.Ct. at 1210. The Court stated that the fact that the federal plaintiff may no longer be able to appeal is irrelevant. Id. at 611 n. 22, 95 S.Ct. at 1211 n. 22. The Court seems to have based this requirement on the availability of a competent state tribunal to decide the federal issues, id. at 594, 605, 95 S.Ct. at 1203, 1208, a consideration that was incorporated in subsequent cases in the adequate opportunity factor of the Middlesex test. See cases cited in preceding section; see also Brown v. Scott, 462 F.Supp. 518, 521 (N.D.Ill.1978) (opportunity to raise federal claims in state court, either on appeal or review, did not change threshold Younger requirement that state court proceeding be pending). The distinction made in Huffman between state court and administrative proceedings was eliminated when the Supreme Court extended Younger to administrative proceedings in Middlesex and Dayton. In those cases the proceedings at issue were ongoing and so the Court did not reach the question whether they were pending. The Court based its decision to extend Younger on its determination of the other two factors of the Middlesex test, the implication of important state interests and the availability of an adequate opportunity to raise federal claims in the course of judicial review. In Middlesex and Dayton, the Court also stated that the Younger concerns of comity and federalism are as applicable to pending civil proceedings as to pending criminal prosecutions. 457 U.S. at 432, 102 S.Ct. at 2521; 477 U.S. at 627, 106 S.Ct. at 2723. However, these principles are not directly applicable to administrative proceedings, ongoing or completed, where, as here and in most other instances, the administrative tribunal has no authority to decide the federal plaintiff’s constitutional challenges. As plaintiff notes in its objections to the magistrate’s report, where the constitutional challenges cannot be entertained, there is no disruption of the pending proceeding because no issue that could be decided is being reopened, and there is no duplication of separate legal proceedings addressing identical issues because the constitutional issues are not within the state forum’s jurisdiction. See Steffel v. Thompson, 415 U.S. 452, 462, 94 S.Ct. 1209, 1217, 39 L.Ed.2d 505 (1974). There is also no disrespect even though the state court could hear the constitutional claims if the federal plaintiff instituted a proceeding in state court, because there is no requirement that § 1983 actions must first be filed in state court. However, Middlesex and Dayton appear to require that where an administrative proceeding has taken place, even though the federal plaintiff was not required to initiate an action in state court, he or she must continue in state court. The reason for this is that even if the administrative tribunal may not decide constitutional claims, the state court may and the federal court’s intervention would reflect negatively on the state court’s ability to enforce constitutional principles in the course of its review of the administrative proceeding. This concern with the showing of disrespect for the state court that can review the administrative proceeding may be attenuated, but it applies whether the administrative proceeding is ongoing or completed at the time the federal suit is filed. The competency of the state tribunal to decide constitutional claims is a critical distinction between administrative and court proceedings. Based on that distinction, it could be concluded that unlike a completed trial a completed administrative hearing should not trigger Younger abstention, because whereas the federal plaintiff could have raised constitutional claims at trial such claims could not have been considered in the administrative hearing. However, this distinction exists even where the administrative proceeding has not yet ended —even where it is ongoing the federal plaintiff’s constitutional claims may not be decided until judicial review of the hearing. Nevertheless, this distinction has not prevented the Supreme Court from applying Younger to ongoing administrative hearings. See Dayton, 477 U.S. at 619, 106 5.Ct. at 2718; Middlesex, 457 U.S. at 423, 102 S.Ct. at 2515. Because this distinction cannot be used to hold Younger applicable to ongoing administrative proceedings but not to completed administrative proceedings, there is no basis for using this distinction to hold Younger applicable to completed trials but not to completed administrative proceedings. It appears that, where the Supreme Court has found that important state interests are involved in the administrative proceeding that is being challenged, the Court has decided to defer to the state court that could review that proceeding and hear the constitutional challenges in that review — in other words, to give the state court the first opportunity to hear claims emanating from state proceedings and challenging state laws. Because the comity concerns related to disruption and duplication are not implicated either when an administrative proceeding is pending or when it is not (see discussion above at page 1516), and because the comity concern related to disrespect is indirectly implicated both when an administrative proceeding is pending and when it is not, the determination whether Younger principles are implicated does not depend on whether the administrative proceeding is pending. Rather, the key concern seems to be deference to state courts where the state has enforced its laws or begun to enforce them, by refraining from interfering with state court review of administrative application of state law. See Lemon v. Tucker, 664 F.Supp. at 1147 (Younger policy of noninterference with state proceedings applies where state prosecuting its laws). In sum, just as the statutory availability of appellate review renders a completed trial pending for Younger purposes, Huffman, 420 U.S. at 607-611, 95 S.Ct. at 1209-12, so the availability of judicial review renders a completed administrative proceeding pending, because the same Younger concerns that apply to ongoing administrative proceedings apply to ended administrative proceedings. This means that state proceeding (not tainted by bias, bad faith or harassment) for which the state offers statutory appellate review through its courts or otherwise is pending for Younger purposes from the time it is initiated, as long as the federal action is filed after such initiation, until it has completed the review process. At that point, the federal plaintiff may be barred by the principle of res judicata from pursuing his or her claims, and may be able to proceed only by writ of certoriari to the United States Supreme Court. The Court of Appeals for the Seventh Circuit has said as much in rather expansive dicta in Bethune Plaza, 863 F.2d at 528-29: A state is entitled to continue in its own courts (or administrative tribunals, for there is no sharp distinction between a state “court” and a state “adjudicatory agency”) litigation begun there, without having the suit under § 1983 serve as a form of federal-defense removal____ If the state’s tribunal is competent to resolve the federal defense, then the litigation must continue in that forum. Thus, Younger, as steadily broadened by the Supreme Court, now operates to deny the party brought before an administrative tribunal the opportunity to choose a forum for challenging the proceeding when it is over, and to confine § 1983 actions challenging administrative proceedings to state courts. Such a result significantly erodes “the paramount role Congress has assigned to the federal courts to protect constitutional rights,” Steffel, 415 U.S. at 473, 94 S.Ct. at 1222, despite the Supreme Court’s avowed adherence to the § 1983 exhaustion exemption that preserves this paramount role. Plaintiff fails to suggest, and I am unable to find, any justifiable means of reconciling such avowals with the Court’s rulings that the availability of state judicial and appellate review suffices to trigger Younger abstention, in order to avoid this far-reaching result. Accordingly, I am constrained to find that the challenged hearing in the instant case is pending for purposes of Younger abstention. Having also found that the hearing implicates important state interests and presents plaintiff an adequate opportunity to raise its constitutional claims in the course of judicial review, I conclude that abstention on Younger grounds is appropriate, and I will adopt the Magistrate’s Report and Recommendation as supplemented by my own conclusions of law as set forth above. In Alleghany Corporation v. Eakin, the district court in Indiana found Younger inapplicable, reasoning that there was no pending proceeding because the plaintiff had received a final determination on its application at the concluded hearing, even though the plaintiff "could have availed itself of judicial review of the denial of its application in the Indiana state courts____” Id. at 7. The court relied primarily on Thomas v. Texas State Board of Medical Examiners, 807 F.2d 453, 456-57 (5th Cir.1987), and People of State of Illinois v. General Electric Company, 683 F.2d 206 (7th Cir.1982). As discussed in the magistrate’s report at pp. 28-30, Thomas may be distinguished by the existence of certain elements, such as the request for damages and the charge of a personal vendetta, that would make Younger abstention inapplicable even if the administrative proceeding had been ongoing. More important, the finding in Thomas that the availability of state court review did not render Younger abstention inappropriate is contrary to the United States Supreme Court’s application and extension of Younger as discussed in this order. Like Thomas, General Electric, 683 F.2d at 206, is also distinguishable from the instant case and the force of its reasoning has been diluted by subsequent Supreme Court cases. In General Electric, where the court declined to abstain when General Electric sued in federal court for a declaratory judgment that an Illinois law was unconstitutional, General Electric had not yet been brought before any state tribunal. The state began its enforcement proceedings a few hours after General Electric commenced its suit in federal court. Id. at 208. (Under Dayton, 477 U.S. at 627-28 n. 2, 106 S.Ct. at 2723-24 n. 2, such a sequence might no longer suffice to render Younger abstention inapplicable because the state proceeding was initiated before the federal action had substantially advanced.) However, more important to the court than the order of the suits was whether a state statute had been violated. Id. at 212-13. As in the instant case, the federal plaintiff had not violated state law when it filed suit in federal court. The federal plaintiff had also not yet violated the state law it was challenging in Pennzoil, 481 U.S. at 1, 107 S.Ct. at 1519, yet the Supreme Court held Younger abstention to be appropriate nevertheless because of the importance of the state interests implicated by that law. Id. at 12-14, 107 S.Ct. at 1526-28. Thus, the lynchpin of the General Electric decision is no longer required for Younger to apply, and the analysis in more recent cases weakens General Electric's precedential value. Even so, the court in General Electric anticipated the subsequent trend in Younger case law when it stated that “it is unseemly to allow a single federal district judge to enjoin a state statute.” Id. at 213. Order IT IS ORDERED that the Magistrate’s Report and Recommendation is adopted as supplemented by the findings of fact and conclusions of law set forth in this order, and that defendant’s motion to dismiss this case is GRANTED. REPORT AND RECOMMENDATION JAMES GROH, United States Magistrate. Plaintiff, Alleghany Corporation (Alleghany), brings this action for declaratory judgment seeking a determination that Wis.Stats. §§ 611.72 and 617.12 are unconstitutional and for injunctive relief to prohibit defendant Commissioner of Insurance from enforcing them. Those sections prohibit, inter alia, the execution of any plan for the acquisition of control (as defined in Wis.Stats. § 600.03(13)) of any domestic stock insurance company, or its parent holding company wherever organized, without the approval of the defendant. Alleghany seeks to acquire presumptive control (in excess of ten percent of the common stock) of the St. Paul Companies, Inc. (ST. PAUL), a publicly-traded insurance holding company domiciled in Minnesota, through purchases on the open market. ST. PAUL’S principal (and wholly-owned) subsidiary is St. Paul Fire & Marine Insurance Company (FIRE & MARINE), a Minnesota corporation. FIRE & MARINE, in turn has a wholly-owned subsidiary incorporated in Wisconsin, St. Paul Fire and Casualty Insurance Company (FIRE & CASUALTY). After application and hearing, in conformity with the applicable state statutes and regulations, the Commissioner denied Alleghany’s request. (Cmpl.Ex. C) Alleghany did not pursue the statutory review procedure through the Wisconsin courts. Wis.Stats §§ 227.48, .49 and .53. Instead, Alleghany filed this action which is now before the court on the Commissioner’s motion to dismiss the complaint under the abstention doctrines of Younger v. Harris, 401 U.S. 37, 91 S.Ct. 746, 27 L.Ed.2d 669 (1971) and Burford v. Sun Oil, Co., 319 U.S. 315, 63 S.Ct. 1098, 87 L.Ed. 1424 (1943). (Dkt. # 6) This report and recommendation, submitted pursuant to 28 U.S.C. § 636(b)(1)(B), recommends that the motion be granted. FINDINGS OF FACT For the purpose of deciding this motion only, I find the following facts from the well-pleaded allegations of the complaint. (Dkt. # 1): 1. The plaintiff, Alleghany Corporation, is a Delaware corporation with its principal place of business in New York, New York. It is a publicly-held company whose common stock is listed and traded on the New York Stock Exchange. (Cmpl. ¶ 3) 2. The defendant, Robert D. Haase, is the Commissioner of Insurance of the State of Wisconsin. As such, he has the duty to administer and enforce the insurance laws of Wisconsin, including those pertaining to transfers of control of insurance companies. (Cmpl. HIT 1, 4; Wis.Stat. § 601.41(1)). Defendant is a resident of the Western District of Wisconsin. (Cmpl. ¶ 6) 3. In July, 1987, Alleghany began to acquire, on the open market, common stock of The St. Paul Companies, Inc. (ST. PAUL), an insurance holding company incorporated and domiciled in Minnesota whose common stock is quoted on the NASDAQ National Market System and is registered under Section 12 of the Securities Exchange Act of 1934 (15 U.S.C. § 78a et seq.). (Cmpl. 1T 7) 4. St. Paul Fire and Casualty Insurance Company (FIRE & CASUALTY), a Wisconsin corporation, is a wholly-owned subsidiary of St. Paul Fire and Marine Insurance Company (FIRE & MARINE), a Minnesota corporation, which, in turn, is a wholly-owned subsidiary of ST. PAUL. (Cmpl. ¶ 18) 5. As a result of its purchases, Alleghany owns, directly or indirectly, approximately 9.2 percent of ST. PAUL’S outstanding common stock and seeks to acquire over 10 percent of the common stock through further open market purchases. (Cmpl. ¶ 7) 6. Alleghany’s acquisition of shares of ST. PAUL is subject to the Williams Act, 15 U.S.C. §§ 78m(d), (e) and 78n(d)-(f). Alleghany filed a Schedule 13D with the Securities Exchange Commission discussing its plans and proposals regarding control and changes in the business of ST. PAUL upon acquiring more than 5 percent of ST. PAUL’S stock as required by the Williams Act and regulations issued thereunder. (Cmpl. UH 37, 38 and 40; 15 U.S.C. § 78n(d)(l); 17 CFR § 240.13d-l. 7. Forty-seven states, including Wisconsin and Minnesota, have adopted similar statutes reserving to the Commissioner of Insurance, or equivalent official, the authority to approve or disapprove a proposed acquisition of control of a domestic insurance company or its parent holding company, and to require the filing of a disclosure statement and a hearing before the appropriate insurance official in advance of such acquisition. The ownership of more than 10 percent of the voting securities of such a company creates a rebuttable presumption of control. (Cmpl. ¶¶ 13, 20, Wis.Stats. §§ 600.03(13), 611.72(2) and (3), and 617.12) (hereafter sometimes collectively referred to as “the Act” or “the Wisconsin Act”). 7. On November 12, 1987, Alleghany filed its Form A Statement Regarding the Acquisition of Control of a Domestic Insurer (ST. PAUL) with the Minnesota Commissioner of Commerce. A hearing was held before an administrative law judge on December 16 and 17, 1987, at which an extensive record was developed. On January 11, 1988, the Deputy Commissioner of Commerce adopted the recommendation of the administrative law judge that Alleghany be permitted to acquire up to 20 percent of ST. PAUL’S stock, with any additional purchases to be made only after obtaining further approval from the Commissioner. (Cmpl. ¶¶ 8-11 and Exs. A, p. 22, and B, p. 17) The order of the Deputy Commissioner is under review in the Minnesota courts. (Cmpl. II12) 9. The State of Wisconsin also asserts the independent and separate authority to approve or disapprove of Alleghany’s proposal to purchase over ten percent of ST. PAUL’S stock because ST. PAUL’S sub-subsidiary, FIRE & CASUALTY, is incorporated in Wisconsin. (Cmpl. ¶¶ 17, 19 and 20 and statutes at n. 8, supra.) Alleghany does not seek to acquire the shares of FIRE & CASUALTY itself, which would continue to be the wholly-owned subsidiary of FIRE & MARINE. (Cmpl. ¶¶ 18 and 21.) 10. In 1987, approximately two percent of ST. PAUL’S insurance premiums came from Wisconsin. FIRE & CASUALTY accounts for approximately three percent of ST. PAUL’S premium and less than one-tenth of one percent of ST. PAUL’S admitted assets. FIRE & MARINE reinsures the policies written by FIRE & CASUALTY. 11. Alleghany filed an Insurance Holding Company Registration Statement with the Wisconsin Department of Insurance on November 24, 1987, pursuant to Wis.Stats. §§ 611.72 and 617.12 and regulations promulgated thereunder. (Cmpl. íííf 1, 27; s. Ins. 12.01(11) Wis.Adm.Code) 12. Defendant held a hearing on Alleghany’s proposed acquisition of the stock on February 10-11, 1988, as required by Wis.Stat. 611.72(3) and s. Ins. 12.01(12)(a), Wis.Adm.Code. (Cmpl. ¶¶ 23 and 27). 13. On April 7, 1988, defendant issued a decision and order denying Alleghany’s application for approval of the proposed acquisition. (Cmpl. ¶ 27 and Ex. C.) For his conclusions of law, defendant stated: (84)Alleghany has the burden of proof in this proceeding to show by a preponderance of the evidence that its plan of acquisition is not contrary to the interests of the insureds of any participating domestic corporation or of the Wisconsin insureds of any participating non-domestic corporation and that the five criteria specified under s. 611.72(3)(a) to (e), Wis. Stat., are fulfilled. (85) Alleghany’s plan of acquisition is contrary to the interests of the insureds of St. Paul Fire and Casualty, the Wisconsin insureds of St. Paul, and the public. (86) Alleghany has failed to sustain its burden to show that the effect of the acquisition of control would not be to create a monopoly or substantially to lessen competition in insurance in this state. (87) Alleghany has failed to sustain its burden to show that its financial condition is not likely to jeopardize the financial stability of the domestic stock insuranee corporation or its parent insurance holding corporation, or prejudice the interests of its Wisconsin policyholders. (88) Alleghany has failed to sustain its burden to show that the plans or proposals which it has to liquidate the domestic stock insurance corporation or its parent insurance holding corporation, sell its assets, or consolidate or merge it with any person, or make any other material change in its business or corporate structure or management are fair and reasonable to policyholders of the domestic stock insurance corporation or in the public interest. (89) Alleghany has failed to sustain its burden to show that the competence and integrity of those persons who would control the operation of the domestic stock insurance corporation or its parent insurance holding corporation are such that it would be in the interest of the policyholders of the corporation and of the public to permit the acquisition of control. (90) The Commissioner has the authority under the McCarran-Ferguson Act, 15 U.S.C. ss. 1011-1015, to deny Alleghany’s petition. (Cmpl. Ex. C, p. 21) 14.Shares of ST. PAUL common stock are traded in interstate commerce. The effect of defendant’s order is to prevent Alleghany from making further purchases of ST. PAUL common stock outside the State of Wisconsin through public trades with sellers located outside Wisconsin. (Cmpl. M 2, 30) 15. Eight other states have asserted a similar statutory right to approve Alleghany’s proposed purchase of over 10 percent of ST. PAUL’S shares — California, Indiana, Nebraska, North Dakota, New York, Texas, Delaware, and Illinois. Alleghany has filed applications for approval in all these states and hearings were held in Indiana, Nebraska, North Dakota and Texas. Live testimony was permitted or required at all hearings (including Wisconsin), all of which were held after the Minnesota hearing. (Cmpl. ¶¶ 13 and 14) After a contested proceeding, California approved the acquisition of up to 20 percent of ST. PAUL’S stock. The Insurance Commissioners of Indiana, North Dakota, and Nebraska have disapproved the applications. 16. This action was filed April 28, 1988. This court has jurisdiction over the action pursuant to 28 U.S.C. §§ 1331 and 1343(a)(3). Venue is proper pursuant to 28 U.S.C. § 1391. CONCLUSIONS OF LAW Introduction The focal issues in this action for declaratory and injunctive relief are whether Wis. Stats. §§ 611.72 and 617.12 are unconstitutional under the Supremacy Clause and the Commerce Clause of the United States Constitution (Art. VI, cl. 2 and Art. I, § 8, cl. 3). The purpose and effect of this legislation is to reserve to the defendant Commissioner the authority to approve or disapprove the transfer of control of a domestic insurance company {i.e. one incorporated in Wisconsin; Wis.Stats. § 600.03(17)), or its parent company, wherever domiciled. In this case the Commissioner’s exercise of that authority translates into a prohibition against Alleghany’s further purchase of ST. PAUL shares. The issues presented by this case are complex and far-reaching, arising as they do at the intersection of two otherwise unrelated regulatory systems, one state and the other federal — the supervision of the insurance industry and the regulation of the (interstate) market in publicly-traded securities. Although insurance is a business affecting interstate commerce, United States v. South-Eastern Underwriters Assn., 322 U.S. 533, 64 S.Ct. 1162, 88 L.Ed. 1440 (1944), Congress, in the McCarran-Ferguson Act, 15 U.S.C. §§ 1011-1015, has reserved to the states the exclusive authority to regulate “[t]he business of insurance and every person engaged therein” in the absence of an express declaration of Congress to the contrary. 15 U.S.C. § 1012. The Wisconsin legislation, defendant argues, is an exercise of that authority. Broadly stated, its putative purposes are to protect the financial condition of Wisconsin insurers, to protect Wisconsin policyholders, and to foster stable markets and competition. That legislation is not an aberration. It is represented that forty-seven states have adopted it in some form, and it apparently derives from a model act endorsed by the National Association of Insurance Commissioners. This fact contributes to the complexity of the overall controversy, at least on the surface, as eight other states (in six federal judicial circuits) have also asserted regulatory jurisdiction over Alleghany’s proposed acquisition under their versions of the legislation. This lawsuit, then, may be viewed as just one act in a labrynthine multi-state drama of which relatively little is (or need be) known at this juncture. Other scenes are being played out in the districts of Nebraska and North Dakota and in the state courts of Minnesota. While those proceedings are of interest, they provide no more than persuasive authority on the issues of the instant motion or the merits of Alleghany’s complaint. As noted, Alleghany’s case is anchored first on Sections 13(d) and (e) and 14(d)-(f) of the Securities Exchange Act of 1934, as amended (15 U.S.C. §§ 78m(d), (e) and 78n(d)-(f)), commonly referred to as the Williams Act, which Congress adopted in 1968 to regulate transfers of control of publicly traded corporations for the purpose of protecting investors. Piper v. Chris-Craft Industries Inc., 430 U.S. 1, 97 S.Ct. 926, 51 L.Ed.2d 124 (1977). The thrust of Alleghany’s claim is that it has done all that the Williams Act requires of it and that Alleghany’s market purchases of 10%, 20% or more of ST. PAUL'S shares would be lawful and proper in all respects. As the Wisconsin legislation permits the Commissioner to bar further purchases (as he has done here), or otherwise impair or impede the acquisition process, it is in direct conflict, Alleghany argues, with the letter and the purpose of the federal legislation and must be seen as having been preempted by it. The question of a state's supervisory powers with respect to corporate takeovers generally is one of considerable consequence, and has been visited, with mixed results, at least three times by the Supreme Court in the past few years. Leroy v. Great Western United Corp., 443 U.S. 173, 99 S.Ct. 2710, 61 L.Ed.2d 464 (1979) (involving Idaho takeover legislation — decided on venue grounds); Edgar v. Mite Corp., 457 U.S. 624, 102 S.Ct. 2629, 73 L.Ed.2d 269 (1982) (plurality opinion voiding Illinois legislation) and CTS Corp. v. Dynamics Corp. of America, 481 U.S. 69, 107 S.Ct. 1637, 95 L.Ed.2d 67 (1987) (upholding Indiana legislation). These same cases also presented Alleghany’s other principal claim — that state attempts to regulate corporate takeovers violate the Commerce Clause. Defendant does not dispute the existence of substantial federal constitutional questions or the jurisdiction of this court to consider them. He urges, however, that theories of abstention fashioned by the Supreme Court are controlling and dictate the dismissal of Alleghany’s complaint. For purposes of this motion, the well-pleaded, factual allegations of the complaint are taken as true. Fore Way Exp., Inc. v. Wis. Dept. of Industry, 660 F.Supp. 310, 311 (E.D.Wis.1987). Our Court of Appeals has recently described “abstention” as the rubric applied to a congeries of statutory and judicially created doctrines which either require or intimate (more or less strongly) that a federal court not entertain a claim pressed before it. All of these doctrines are designed to afford state courts and other organs of state government a measure of respect. A few also reflect the judicial preference for avoiding unnecessary questions of constitutional law. Although the rationales differ in detail, the application of ■ each doctrine results in the federal court declining to hear a claim, either until the state court has an opportunity to address it, e.g., [Railroad Commission of Texas v.] Pullman [Co.] 312 U.S. [496] at 501-02, 61 S.Ct. [643] at 645-46 [85 L.Ed. 971 (1941)], or absolutely, e.g., Younger v. Harris, 401 U.S. 37, 91 S.Ct. 746, 27 L.Ed.2d 669 (1971). Moses v. Kenosha County, 826 F.2d 708, 709 (7th Cir.1987). This unitary view of the subject, which deemphasizes the separateness of the various “doctrines”, echoes the admonition of the Supreme Court in its most recent treatment of the question: The various types of abstention are not rigid pigeonholes into which federal courts must try to fit cases. Rather, they reflect a complex of considerations designed to soften the tensions inherent in a system that contemplates parallel judicial processes. Pennzoil Co. v. Texaco, Inc., 481 U.S. 1, 107 S.Ct. 1519, 1526 n. 9, 95 L.Ed.2d 1 (1987). It is with these considerations in mind that I turn to defendant’s specific claims that abstention is proper under either the Younger or Burford abstention doctrines. Younger v. Harris, 401 U.S. 37, 91 S.Ct. 746, 27 L.Ed.2d 669 (1971); Burford v. Sun Oil Co., 319 U.S. 315, 63 S.Ct. 1098, 87 L.Ed. 1424 (1943). I. The Younger Doctrine In 1971, the Supreme Court held, in Younger v. Harris, that it was inappropriate for a federal judge to enjoin a pending state criminal prosecution. Over the next sixteen years that rationale has been extended to non-criminal, state administrative proceedings (see e.g. Ohio Civil Rights Commission v. Dayton Christian Schools, 477 U.S. 619, 106 S.Ct. 2718, 91 L.Ed.2d 512 (1986) and Middlesex County Ethics Committee v. Garden State Bar Ass’n, 457 U.S. 423, 102 S.Ct. 2515, 73 L.Ed.2d 116 (1982)) and, in 1987, to litigation between purely private litigants. Pennzoil Co. v. Texaco, Inc., 481 U.S. 1, 107 S.Ct. 1519, 95 L.Ed.2d 1 (1987). In the Pennzoil case, Pennzoil had obtained an $11 billion judgment against Texaco in the Texas state trial court. Under Texas law, a bond of $13 billion was required as a condition of appeal. Texaco did not appeal, nor did it attempt to challenge the constitutionality of the appeal bond law in the Texas courts. Instead, it filed an action (after the jury verdict and just hours before judgment was entered) in the federal district court for the Southern District of New York to enjoin Pennzoil from enforcing the judgment, alleging violation of its rights under the Constitution and federal laws. The district court granted a preliminary injunction (626 F.Supp. 250 (1986)) and the Second Circuit, affirming, made it permanent. (784 F.2d 1133 (1986)). In reversing, the Supreme Court reaffirmed the principles upon which Younger was grounded, and added that abstention is obligatory under Younger whenever important state interests are at stake. The first ground for the Younger decision was “the basic doctrine of equity jurisprudence that courts of equity should not act, and particularly should not act to restrain a criminal prosecution, when the moving party has an adequate remedy at law.” Id. [401 U.S.] at 43, 91 S.Ct. at 750. The Court also offered a second explanation for its decision: “This underlying reason ... is reinforced by an even more vital consideration, the notion of ‘comity,’ that is, a proper respect for state functions, a recognition of the fact that the entire country is made up of a Union of separate state governments, and a continuance of the belief that the National Government will fare best if the States and their institutions are left free to perform their separate functions in their separate ways____ The concept does not mean blind deference to ‘States’ Rights’ any more than it means centralization of control over every important issue in our National Government and its courts. The Framers rejected both these courses. What the concept does represent is a system in which there is sensitivity to the legitimate interests of both State and National Governments, and in which the National Government, anxious though it may be to vindicate and protect federal rights and federal interests, always endeavors to do so in ways that will not unduly interfere with the legitimate activities of the States.” Id. at 44, 91 S.Ct. at 750. This concern mandates application of Younger abstention not only when the pending state proceedings are criminal, but also when certain civil proceedings are pending, if the State’s interests in the proceeding are so important that exercise of the federal judicial power would disregard the comity between the states and the National Government, [citations omitted] [emphasis added] Pennzoil Co. v. Texaco, Inc., 107 S.Ct. at 1525-26. Chief Justice Burger advanced a convenient three-part test for determining the applicability of Younger abstention in the Middlesex County case: .first, do state bar disciplinary hearings within the constitutionally prescribed jurisdiction of the State Supreme Court constitute an ongoing state judicial proceeding; second, do the proceedings implicate important state interests; and third, is there an adequate opportunity in the state proceedings to raise constitutional challenges. Id. 457 U.S. at 432, 102 S.Ct. at 2521. See also Texaco, Inc. v. Pennzoil Co., 784 F.2d 1133, 1149 (2d Cir.1986); New Orleans Public Service v. City of New Orleans, 798 F.2d 858, 863-864 (5th Cir.1986), cert. denied 481 U.S. 1023, 107 S.Ct. 1910, 95 L.Ed.2d 515 (1987); World Famous Drinking Emporium v. City of Tempe, 820 F.2d 1079, 1082 (9th Cir.1987). These same factors provide the framework for the Younger analysis in the instant case. The first question to consider is whether the hearing provided for under Wis.Stats. § 611.72(3) and conducted by the Commissioner was part of an ongoing state judicial proceeding. That a state administrative proceeding may be a part of an ongoing judicial proceeding is central to the Supreme Court’s decisions in Ohio Civil Rights Commission v. Dayton Christian Schools, 106 S.Ct.