Full opinion text
OPINION OF THE COURT McKEE, Chief Judge. Contents I. Facts and Procedural History 62 II. Discussion. 65 A. Jurisdiction and Standard of Review. 65 B. Facial versus As-Applied Challenge... 65 C. Fourth Amendment. 66 D. Dormant Commerce Clause. 70 1. Restrictions on Ownership and Alienability of Funeral Establishments . 71 2. Preparation Room Requirement. 77 3. Place of Practice and Full-Time Supervisor Requirement.. 78 E. Substantive Due Process. 79 1. “One-and-a-Branch” Limitation. 79 2. Licensing Restrictions . 81 3. “Place-of-practice” and Full-Time Supervisor Requirement 82 4. The Preparation Room Requirement. 84 5. Restriction on Serving Food. 85 6. Trusting Requirement . 86 F. First Amendment. 88 1. Restriction on Use of Trade Names. 88 2. Payment on Commissions to Unlicensed Salespeople. 92 G. Contract Clause . 93 III. Conclusion. .94 The Pennsylvania Board of Funeral Directors (the “Board”) appeals the grant of summary judgment that the District Court awarded based upon its conclusion that several provisions of Pennsylvania’s Funeral Director Law (“FDL”), 63 Pa. Stat. Ann. § 479.1 et seq., violate various provisions of the U.S. Constitution. The suit was brought by individuals and entities who are either involved in, or wish to be involved in, Pennsylvania’s “death care industry.” In relevant part, the Plaintiffs challenged statutory provisions that: (1) permit warrantless inspections of funeral establishments by the Board; (2) limit the number of establishments in which a funeral director may possess an ownership interest; (3) restrict the capacity of unlicensed individuals and certain entities to hold ownership interests in a funeral establishment; (4) restrict the number of funeral establishments in which a funeral director may practice his or her profession; (5) require every funeral establishment to have a licensed full-time supervisor; (6) require funeral establishments to have a “preparation room”; (7) prohibit the service of food in a funeral establishment; (8) prohibit the use of trade names by funeral homes; (9) govern the trusting of monies advanced pursuant to pre-need contracts for merchandise; and (10) prohibit the payment of commissions to agents or employees. As a threshold matter, we surmise that much of the District Court’s conclusions regarding the constitutionality of the FDL, enacted in 1952, stem from a view that certain provisions of the FDL are antiquated in light of how funeral homes now operate. That is not, however, a constitutional flaw. Thus, for the reasons that follow, we reverse the District Court’s judgment striking down the FDL’s war-rantless inspection scheme on Fourth Amendment grounds. We also reverse the District Court’s judgments concerning the Plaintiffs’ dormant Commerce Clause challenges to certain provisions of the FDL. We reverse as well the District Court’s conclusions that the disputed FDL provisions violate the substantive component of the Due Process Clause. We also reverse the District Court’s ruling that the Board’s actions unconstitutionally impair the Plaintiffs’ private contractual relations with third parties in violation of the Constitution’s Contract Clause. We will affirm the District Court’s ruling that Pennsylvania’s ban on the use of trade names in the funeral industry runs afoul of First Amendment protections, but reverse its ruling that the ban on the payment of commissions to unlicensed salespeople violates the Constitution. Finally, we remand to the District Court to modify its order in accordance with this opinion. I. Facts and Procedural History The FDL was enacted in 1952 to “provide for the better protection of life and health of the citizens of [Pennsylvania] by requiring and regulating the examination, licensure and registration of persons and registration of corporations engaging in the care, preparation and disposition of the bodies of deceased persons.... ” 63 Pa. Stat. Ann. § 479.1. The FDL created the Board, it entrusts the Board with enforcing the FDL, and “empower[s] [it] to formulate necessary rules and regulations not inconsistent with [the FDL] for the proper conduct of the business or profession of funeral directing and as may be deemed necessary or proper to safeguard the interests of the public and the standards of the profession.” Id. § 479.16(a); see also id. § 479.19. The FDL requires individuals to obtain a license to be a funeral director or own funeral homes in Pennsylvania. Id. § 479.13(a). Generally, only licensed funeral directors or partnerships of two or more licensed funeral directors may own funeral homes. Id. § 479.8(a). The statute also restricts the types of individuals and entities that may obtain such licenses. However, upon the death of a licensee, the FDL authorizes the Board to issue a license to the licensee’s estate for a period of three years or to the licensee’s surviving spouse while s/he remains unmarried. Id. The statute authorizes restricted corporations (“RBCs”) to obtain licenses, provided that they are formed for the sole purpose of conducting a funeral directing practice. Id. § 479.8(b). The FDL prohibits an RBC from having an ownership interest in any other funeral establishment and requires that at least one of its principal officers be a licensed funeral director. Id. Upon the death of a shareholder funeral director, shares or stock of an RBC may be transferred to members of the decedent’s immediate family. Id. The FDL also codifies Pennsylvania’s prohibition of general business corporations owning funeral directing licenses. See id. § 479.8(d). Prior to 1935, Pennsylvania issued funeral directing licenses to individuals as well as corporations. However, in 1935 the General Assembly imposed restrictions. Consistent with a 1936 decision of the Pennsylvania Supreme Court, see Rule v. Price, 323 Pa. 139, 185 A. 851 (1936), the legislature eventually allowed a total of seventy-seven “pre-1935” licenses to be “grandfathered” into the new law. Currently, any person or entity — including general business corporations — may own an interest in one of these licenses and own and operate a funeral establishment pursuant to the authority granted by that license. Licensed funeral directors are limited to operating at one principal place of business with no more than one branch location. 63 Pa. Stat. Ann. § 479.8(e). These establishments must be conducted under the name of a licensed principal or that of a predecessor establishment. Id. §§ 479.8(a)-(c). In addition, the FDL requires that each establishment retain a licensed funeral director as a “full-time supervisor,” id., and include a “preparation room ... for the preparation and embalming of human bodies,” id. § 479.7. Food service is generally prohibited inside a funeral establishment. Only “non-intoxicating” beverages may be served, and they may only be served in rooms “not used for the preparation and conduct of [ ] funeral service[s].” Id. As the administrative entity entrusted with enforcing the FDL, the Board’s inspectors are authorized to conduct war-rantless and unannounced inspections of funeral establishments. Specifically, Section 16(b) of the FDL authorizes the Board to appoint inspectors who have: [T]he right of entry into any place, where the business of funeral directing is carried on, or advertised as being carried on, for the purpose of the inspection and for the investigation of complaints coming before the board and for such other matters as the board might direct. Id. § 479.16(b). Finally, the FDL also contains two provisions relating to the “pre-need” sale of funeral arrangements that are at issue here. First, Section 11(a)(8) of the FDL provides that a funeral director or funeral home’s license may be suspended or revoked if a licensed funeral director pays unlicensed employees commissions on sales. See id. § 479.11(a)(8) (“The board ... may refuse to grant, refuse to renew, suspend or revoke a license of any applicant or licensee ... for ... (8) paying a commission ... to any person ... for ... business secured....”). Second, the FDL requires that a funeral director who enters into a pre-need contract to provide funeral services deposit 100% of any advance payments into an escrow or trust account. Id. § 479.13(c). In May 2008, the Plaintiffs initiated this suit against the Board, asserting claims under 42 U.S.C. § 1983 and 28 U.S.C. § 2201 for alleged violations of their rights under the U.S. Constitution. Specifically, the Plaintiffs’ amended complaint asserted that the above-referenced FDL provisions violated several constitutional provisions, including the Commerce Clause, the Contract Clause, the First Amendment, the Fourth Amendment, and the substantive component of the Fourteenth Amendment’s Due Process Clause. By way of stipulation, the parties dismissed one of the counts in the amended complaint with prejudice. Thereafter, the Board and Plaintiffs both moved for summary judgment. The District Court largely agreed with the Plaintiffs that the challenged FDL provisions violated various constitutional provisions. See Heffner v. Murphy, 866 F.Supp.2d 358 (M.D.Pa.2012). The Court struck down FDL provisions that: (1) permit warrantless inspections of funeral establishments by the Board; (2) limit the number of establishments in which a funeral director may possess an ownership interest; (3) restrict the capacity of unlicensed individuals and certain entities to hold ownership interests in a funeral establishment; (4) restrict the number of funeral establishments in which a funeral director may practice his/her profession; (5) require every funeral establishment to have a licensed full-time supervisor; (6) require funeral establishments to have a “preparation room”; (7) prohibit the service of food in a funeral establishment; (8) prohibit the use of trade names by funeral homes; (9) govern the trusting of monies advanced pursuant to pre-need contracts for merchandise; and (10) prohibit the payment of commissions to agents or employees. This appeal followed. II. Discussion A. Jurisdiction and Standard of Review We have jurisdiction to review a district court’s order granting an injunction under 28 U.S.C. § 1292(a). The District Court had federal question jurisdiction over this case pursuant to 28 U.S.C. §§ 1331 and 1343. We exercise plenary review over a district court’s grant or denial of summary judgment. Carter v. McGrady, 292 F.3d 152, 157 (3d Cir.2002). “To prevail on a motion for summary judgment, the moving party must demonstrate that ‘there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law.’” Interstate Outdoor Adver., L.P. v. Zoning Bd. of Twp. of Mount Laurel, 706 F.3d 527, 530 (3d Cir.2013) (quoting Fed.R.CivJP. 56(a)). Moreover, “where, as was the case here, the District Court considers cross-motions for summary judgment ‘the court construes facts and draws inferences in favor of the party against whom the motion under consideration is made.’ ” J.S. ex rel. Snyder v. Blue Mountain Sch. Dist., 650 F.3d 915, 925 (3d Cir.2011) (quoting Pichler v. UNITE, 542 F.3d 380, 386 (3d Cir.2008) (internal quotation marks omitted)). B. Facial versus As-Applied Challenge Before we proceed to the merits of the Plaintiffs’ constitutional claims, we need to address the threshold matter of whether we are reviewing a facial or an as-applied challenge to the disputed FDL provisions. The difference between the two is significant. “A party asserting a facial challenge ‘must establish that no set of circumstances exists under which the Act would be valid.’ ” United States v. Mitchell, 652 F.3d 387, 405 (3d Cir.2011) (quoting United States v. Salerno, 481 U.S. 739, 745, 107 S.Ct. 2095, 95 L.Ed.2d 697 (1987)). This is a particularly demanding standard and is the “most difficult challenge to mount successfully.” Salerno, 481 U.S. at 745, 107 S.Ct. 2095. By contrast, “[a]n as-applied attack ... does not contend that a law is unconstitutional as written but that its application. to a particular person under particular circumstances deprived that person of a constitutional right.” United States v. Marcavage, 609 F.3d 264, 273 (3d Cir.2010). In granting summary judgment to the Plaintiffs on all but one of their asserted counts, the District Court only engaged in a facial analysis. Confusingly, however, the District Court’s subsequent order invalidated those same FDL provisions both on their face and as-applied to the Plaintiffs. When confronted with this kind of ambiguity in the past, our inquiry has examined whether the challenged statutes survive either type of challenge. See Mitchell, 652 F.3d at 405-06; Marcavage, 609 F.3d at 273. However, in those cases, the parties themselves disputed the nature of the challenges. Here, the amended complaint is generally consistent with a facial challenge and Plaintiffs’ briefs exclusively advance facial challenges. This is consistent with the position Plaintiffs’ counsel took at oral argument. On appeal, counsel relies on several grounds in continuing to argue that the FDL is invalid on its face. Accordingly, we will limit our inquiry to whether the challenged provisions of the FDL are facially invalid. C. Fourth Amendment Section 16(b) of the FDL gives board inspectors “the right of entry into any place, where the business or profession of funeral directing is carried on or advertised as being carried on, for the purpose of inspection and for the investigation of complaints coming before the board and such other matters as the board may direct.” 68 Pa. Stat. Ann. § 479.16(b). Count I of the Plaintiffs’ amended complaint charged that this authority to conduct warrantless searches of funeral establishments violates the Fourth Amendment. The Supreme Court has recognized that “warrantless searches are generally unreasonable, and [] this rule applies to commercial premises as well as homes.” Marshall v. Barlow’s, Inc., 436 U.S. 807, 312, 98 S.Ct. 1816, 56 L.Ed.2d 305 (1978). Therefore, the government must secure a warrant before searching or inspecting private premises absent certain narrow circumstances that are not alleged here. Showers v. Spangler, 182 F.3d 165, 172 (3d Cir.1999). The Board defends its authority to conduct warrantless searches by relying on the “well recognized exception” to the warrant requirement that applies to highly regulated industries. See id.; see also Free Speech Coal., Inc. v. Att’y Gen. of U.S., 677 F.3d 519, 544 (3d Cir.2012) (“Certain industries have such a history of government oversight that no reasonable expectation of privacy could exist.”). In New York v. Burger, 482 U.S. 691, 107 S.Ct. 2636, 96 L.Ed.2d 601 (1987), the Supreme Court rejected a Fourth Amendment challenge to a New York statute that authorized warrantless inspections of vehicle-dismantling businesses. The Court reasoned that the authority to inspect such businesses without a warrant came within the narrow exception to the warrant requirement for administrative inspections of closely regulated businesses. Id. at 703, 107 S.Ct. 2636. The state had a substantial interest in regulating industries associated with motor vehicle theft, and warrant-less administrative inspections advanced that interest. Id. at 708, 107 S.Ct. 2636. The Court held that the challenged statute provided a “constitutionally adequate substitute” for warrants by informing operators of a vehicle-dismantling business that inspections will be made on a regular basis and by limiting discretion of inspection officers. Id. at 711, 107 S.Ct. 2636. Accordingly, we begin our Fourth Amendment inquiry by determining whether the FDL is a “closely regulated industry.” Free Speech Coal., Inc., 677 F.3d at 544. “Factors to consider when determining whether a particular industry is closely regulated include: duration of the regulation’s existence, pervasiveness of the regulatory scheme, and regularity of the regulation’s application.” Id. The funeral “industry” in Pennsylvania is clearly subjected to extensive regulations. The FDL and its supporting regulations prescribe a broad range of standards that funeral directors in Pennsylvania have long been required to comply with. These include licensing requirements, health standards, and funeral services that funeral homes must provide. See, e.g., 63 Pa. Stat. Ann. §§ 479.6 (issuance of licenses), 479.7 (health restrictions); see also Guardian Plans v. Teague, 870 F.2d 123, 126 (4th Cir.1989) (describing similar requirements governing funeral service professionals in Virginia as “extensive”); Toms v. Bureau of Prof'l and Occupational Affairs, 800 A.2d 342, 349 (Pa.Cmwlth.2002) (“The [FDL] ... impose[s] rules and restrictions on funeral directors not only to protect the bereaved ..., but also to provide a framework with which to help the bereaved address each of the issues that arise when making final arrangements for a deceased loved one.”). The funeral industry is also subject to significant federal regulation. Not only does the Federal Trade Commission require funeral homes to disclose pricing information prior to all transactions, see 16 C.F.R. 453.2, funeral establishments must also comply with several health and safety standards imposed by the Occupational Safety and Health Administration, see, e.g., 29 C.F.R. 1910.1030 (Blood borne Pathogen Standard). Since we have no difficulty concluding that Pennsylvania’s funeral industry is a “closely regulated industry,” our Burger inquiry proceeds to determining if the searches authorized by the FDL are reasonable. Free Speech Coal., Inc., 677 F.3d at 544 (“Once a business is determined to be part of a closely regulated industry, then we must decide whether the alleged warrantless search was reasonable.”). That inquiry requires us to focus on three criteria: First, there must be a substantial government interest that informs the regulatory scheme pursuant to which the inspection is made.... Second, the war-rantless inspections must be necessary to further the regulatory scheme.... Finally, the statute’s inspection program ... must provide a constitutionally adequate substitute for a warrant. Burger, 482 U.S. at 702-03, 107 S.Ct. 2636 (internal quotation marks and citations omitted); Free Speech Coal., Inc., 677 F.3d at 544. The Plaintiffs argue that the searches authorized by the FDL are not supported by a sufficient governmental interest to withstand Fourth Amendment scrutiny under Burger. However, Pennsylvania obviously has a substantial interest in public health, safety, and consumer protection. See, e.g., Grime v. Dep’t of Public Instruction, 324 Pa. 371, 188 A. 337, 341 (1936) (noting that the General Assembly has a legitimate interest in regulating the licensing of funeral directors in order “to protect the public health from the dangers attendant upon the inexpert conduct of undertaking by those not qualified by the necessary knowledge of principles of sanitation and disease prevention.”); Brown v. Hovatter, 561 F.3d 357, 368 (4th Cir.2009) (“[A] State has ‘a legitimate interest in protecting the health, safety and welfare of its citizens through regulation of the funeral profession.’ ” (quoting Guardian Plans, Inc., 870 F.2d at 126)); Toms, 800 A.2d at 346 (“ ‘[T]he General Assembly has a legitimate interest in regulating the funeral industry to safeguard the interests of the public and the standards of the profession.’ ” (quoting Ferguson v. Pa. State Bd. of Funeral Dirs., 768 A.2d 393, 397-98 (Pa.Cmwlth.2001))). The Plaintiffs claim that Section 16(b) of the FDL does not satisfy Burger because a warrantless search is not necessary to further the regulatory objectives. The Plaintiffs support that argument by highlighting differences between funeral homes on the one hand, and searches of premises involved in the rapid exchange of fungible items — e.g., the “chop shops” at issue in Burger — on the other. According to the Plaintiffs, inspectors’ searches of funeral establishments are likely to focus on compliance with such regulations as building standards, and the need for surprise inspections is therefore attenuated to such an extent that it cannot justify a warrant-less intrusion under Burger. Although that may be true, it is neither outcome determinative nor does it advance our inquiry. Although the need for unannounced inspections of funeral parlors may not be as great as for other kinds of businesses, that does not negate the need for surprise inspections of funeral parlors. The Board need not show that warrantless searches are the most necessary way to advance its regulatory interest. See Contreras v. City of Chicago, 119 F.3d 1286, 1290 (7th Cir.1997) (“The pertinent inquiry is whether the [government’s] objectives would be frustrated by requiring a warrant or notice.”) (internal quotation marks and alterations omitted). The Board persuasively explains that if inspectors are barred from entering funeral homes without a search warrant or advance notice, unscrupulous funeral practitioners could bring their establishments into regulatory compliance prior to an inspection, only to let them fall below prescribed standards when the threat of detection passes. We agree. Thus, Pennsylvania’s warrantless search regime is not qualitatively different from various other administrative inspection schemes that depend on the element of surprise to both detect and deter violations. See, e.g., Lesser v. Espy, 34 F.3d 1301, 1308 (7th Cir.1994) (upholding statutory regime authorizing warrantless searches of businesses that supplied rabbits to research laboratories). Plaintiffs also argue that Section 16(b) cannot survive the third prong of the Burger inquiry because it does not sufficiently limit inspectors’ discretion and therefore cannot be a constitutionally adequate substitute for a warrant. The Plaintiffs base that claim on the statutory text which allows inspection for any complaints or “other matters as the board may direct[.]” 63 Pa. Stat. Ann. § 479.16(b). According to the Plaintiffs, this gives inspectors nearly absolute discretion and infringes upon the privacy interests of funeral directors. Plaintiffs stress, for example, that “no regulation or policy specifies what will be inspected or when,” and they claim that the “frequency, nature, and extent of an inspection” appear to be left to an inspector’s discretion. Plaintiffs’ Br. at 11. The third prong of the Burger test requires that a regulatory statute authorizing warrantless searches both (1) advise the owner of the premises that a search is pursuant to the law, and (2) limit the discretion of the officers conducting the search. See Burger, 482 U.S. at 703, 107 S.Ct. 2636. “Inspectors, in. other words, cannot barge into an establishment any time they want and inspect the place however they please.” Contreras, 119 F.3d at 1291. We agree that a delegation of authority as broad as that which Plaintiffs describe could not satisfy Burger. However, Plaintiffs mischaracterize Section 16(b). Their argument ignores other aspects of the statutory regime that place restrictions on warrantless searches under the FDL as required by Burger. The statute plainly states that any business that engages (or represents itself as engaging) in the practice of funeral directing is subject to search by Board inspectors. Notice that inspections of private premises may take place “pursuant to the law” is sufficient under Burger, so long as limits are placed on the discretion of the inspecting officer. See id. at 703, 711, 107 S.Ct. 2636; see also LeSueur-Richmond Slate Corp. v. Fehrer, 666 F.3d 261, 265 (4th Cir.2012) (“[T]he Burger Court meant that a statute permitting warrantless administrative searches must clearly indicate that the [relevant] property is subject to search, whether or not any government official actually conducts one.”). Section 16(b) provides that only Board-appointed inspectors may search private premises used in the funeral business. Accordingly, the FDL more closely circumscribes who may conduct searches than the statutory regimes that the Supreme Court upheld in Burger. See Burger, 482 U.S. at 704, 711, 107 S.Ct. 2636 (discussing scheme authorizing inspections “by the police or any agent of the Department of Motor Vehicles”); see also Tart v. Commonwealth of Mass., 949 F.2d 490, 497 (1st Cir.1991) (upholding scheme authorizing “any authorized person” to inspect fishing permits). Moreover, while the FDL permits officers to inspect for “such ... matters as the Board may direct,” it exclusively restricts the Board’s enforcement duties to matters pertaining to the FDL. See 63 Pa. Stat. Ann. § 479.16(a). As the Board correctly notes, under Burger we have upheld significantly broader grants of authority. See Watson v. Abington Twp., 478 F.3d 144, 152 (3d Cir.2007) (recognizing that Pennsylvania’s liquor board is authorized to inspect for “ ‘any violation of the Liquor Code or any law of the Commonwealth’ ” (quoting In re Catering Chib Liquor License No. CC-4837 Issued to Fulton Post, Inc., 63 Pa.Cmwlth. 313, 438 A.2d 662, 663 (1981))); see also LeSueur-Richmond Slate Corp., 666 F.3d at 266. Plaintiffs’ Burger challenge also relies on the absence of appropriate temporal limitation on searches of funeral establishments. The point is well taken, but we believe the absence of such restrictions is not fatal to the FDL. Time limitations, along with those related to the scope and location of a search, are key to restricting inspectors’ discretion. See Burger, 482 U.S. at 703, 107 S.Ct. 2636. Accordingly, courts reviewing regulatory search schemes under Burger generally look to whether the statutes and regulations at issue place adequate temporal limits on government officers’ ability to conduct searches of private property. Here, neither Section 16(b) of the FDL nor relevant Board regulations establish any such limitations — e.g., by requiring that officers conduct inspections during normal business hours. However, context matters and courts have consistently upheld statutes permitting administrative searches in the absence of time restrictions where such limitations would frustrate the underlying governmental interest. See United States v. Vasquez-Castillo, 258 F.3d 1207, 1212 (10th Cir.2001) (upholding regulatory inspection scheme on commercial carriers and noting that “trucks operate twenty-four hours a day”) (internal quotation marks omitted); Crosby v. Paulk, 187 F.3d 1339, 1347 (11th Cir.1999) (upholding statute authorizing inspections of properties where alcohol was sold and permitting Georgia officers to “enter upon the licensed premises ... at any time” (emphasis omitted) (quoting O.C.G.A. § 3-2-32)); United States v. Dominguez-Prieto, 923 F.2d 464, 470 (6th Cir.1991) (noting “limitation [on searches of commercial carriers] would ... render the entire inspection scheme unworkable and meaningless”). Obviously, the concerns that lead to the regulation of funeral facilities do not disappear at the close of business, nor is the need for regulatory compliance restricted to business hours. In fact, just the opposite may be true. It is quite reasonable for the state to assume that owners of funeral businesses will be particularly careful to avoid disturbing or offending visitors and family members who are already grieving the loss of a loved one. However, the health concerns that underlie much of the FDL’s regulatory scheme do not dissipate when those visitors and family members leave the funeral home. Death is obviously not restricted to normal business hours and a funeral facility must continually maintain the corpse until it is finally removed. Therefore the state has a strong interest in ensuring that the funeral business complies with applicable regulations 24 hours a day, 7 days a week. Limiting regulatory inspections to business hours would not advance that interest. In mounting a facial challenge to the FDL, Plaintiffs must persuade us that “there is no set of circumstances” under which the FDL’s inspection scheme may be applied constitutionally. See Mitchell, 652 F.3d at 415-16. Plaintiffs have failed to do so. As we have just explained, the very fact that death is not restricted to normal business hours or workdays belies any suggestion that administrative searches of funeral parlors should be so restricted. Given the totality of the FDL’s warrantless administrative inspection scheme, we hold that the statute adequately limits the discretion of government officers. D. Dormant Commerce Clause The Commerce Clause of the U.S. Constitution grants Congress the power to “regulate Commerce ... among the several States.” U.S. Const. Art. I, § 8, cl.3. “This clause has an implied requirement — the Dormant Commerce Clause — that the states not ‘mandate differential treatment of in-state and out-of-state economic interests that benefit the former and burdens the latter.’ ” Keystone Redev. Partners, LLC v. Decker, 631 F.3d 89, 107 (3d Cir.2011) (quoting Granholm v. Heald, 544 U.S. 460, 472 [125 S.Ct. 1885, 161 L.Ed.2d 796] (2005)). Accordingly, it is “[a]xiomatic ... that a state cannot impede free market forces to shield in-state businesses from out of state competition.” Clover-land-Green Spring Dairies, Inc. v. Pa. Milk Mktg. Bd., 298 F.3d 201, 210 (3d Cir.2002) (“Cloverland I ”). Our dormant Commerce Clause inquiry begins with determining whether the FDL discriminates against interstate commerce in either purpose or effect. See Am. Trucking Ass’n, Inc. v. Whitman, 437 F.3d 313, 319 (3d Cir.2006). If so, the discriminatory restrictions must then survive heightened scrutiny to survive the Plaintiffs’ Commerce Clause challenge. Am. Exp. Travel Related Servs., Inc. v. Sidamon-Eristoff, 669 F.3d 359, 372 (3d Cir.2012). Heightened scrutiny requires the State to “ ‘demonstrate (1) that the statute serves a legitimate local interest, and (2) that this purpose could not be served as well by available nondiscriminatory means.’ ” Freeman v. Corzine, 629 F.3d 146, 158 (3d Cir.2010) (quoting Am. Trucking Ass’n, Inc., 437 F.3d at 319). If we determine that heightened scrutiny is inappropriate because the FDL’s provisions do not discriminate in favor of in-state interests, we then must balance interests pursuant to Pike v. Bruce Church, Inc., 397 U.S. 137, 90 S.Ct. 844, 25 L.Ed.2d 174 (1970). Pike balancing is necessary because “[sjtates may not impose regulations that place an undue burden on interstate commerce, even where those regulations do not discriminate between in-state and out-of-state businesses.” United States v. Lopez, 514 U.S. 549, 579-80, 115 S.Ct. 1624, 131 L.Ed.2d 626 (1995). The Pike balancing inquiry requires that we determine “whether the [law’s] burdens on interstate commerce substantially outweigh the putative local benefits.’ ” Freeman, 629 F.3d at 158 (quoting Cloverland-Green Spring Dairies, Inc. v. Pa. Milk Mktg. Bd., 462 F.3d 249, 258 (3d Cir.2006) (alterations omitted) (“Cloverland II”)). Here, the District Court concluded that several of the FDL’s provisions unconstitutionally shielded Pennsylvania funeral establishments from out-of-state competition in violation of the Commerce Clause. In explaining why we disagree with that conclusion we will separately discuss each of the allegedly discriminatory provisions. 1. Restrictions on Ownership and Alienability of Funeral Establishments The Plaintiffs first argue that FDL’s limits on the ownership of funeral establishments in Pennsylvania violate the dormant Commerce Clause. The first challenged restriction that we will discuss is referred to as the “one-and-a-branch” limitation. It restricts licensees to possessing an ownership interest in one funeral establishment with only a single “branch” location. 63 Pa. Stat. Ann. §§ 479.8(a)-(e). The second limitation that is challenged under the dormant Commerce Clause arises from a set of provisions governing funeral licensing requirements in Pennsylvania. These provisions generally restrict ownership of an interest in funeral establishments to individuals and entities that had a license before 1935. See id. §§ 479.8(a)-(c). However, as we explained earlier, notwithstanding this limitation, these ownership provisions allow the estate of a deceased licensee or surviving spouse to receive a license to continue the business of the deceased licensee. Similarly, immediate family members may hold a deceased funeral director’s stock in a restricted corporation upon death of the licensee. The District Court did not independently analyze the one-and-a-branch limitation in concluding that these “ownership restrictions” violated the dormant Commerce Clause. We will nevertheless examine the constitutionality of each of the ownership restrictions. a. One-and-a-Branch Provision The one-and-a-branch provision states that “[l]icensees authorized to conduct a funeral practice ... may practice at one principal place and no more than one branch place of business.” Id. § 479.8(e). Other provisions, in Section 8 of the FDL, similarly restrict business entities’ ownership interests. See id. §§ 479.8(a), (b), (d). The Plaintiffs allege that these provisions unconstitutionally prohibit out-of-state interests from operating a funeral business at more than two locations. Plaintiffs claim that the unconstitutionality results from the resulting inability to “cluster” facilities so that they can more effectively compete with in-state funeral directors. We begin our analysis by asking “whether [the State law] discriminates on its face against interstate commerce.” United Haulers Ass’n, Inc. v. Oneida- Herkimer Solid Waste Mgmt. Auth., 550 U.S. 330, 338, 127 S.Ct. 1786, 167 L.Ed.2d 655 (2007). The answer to that question is as obvious as it is straightforward. Despite Plaintiffs’ attempt to conjure up a discriminatory impact on out-of-state funeral owners, it is clear from the text of the statute that the challenged provisions impose the same limitation on out-of-state funeral directors and those in Pennsylvania. There is simply no distinction under the FDL between in-state and out-of-state interests or impact. The restriction burdens both to the same extent. Any burden that results from these limitations affects all licensed individuals who possess an ownership interest in a funeral business operated in Pennsylvania regardless of the state of residency of any of its owners. Our dormant Commerce Clause inquiry only considers whether the impact of the limitation falls equally upon instate and out-of-state funeral directors; if so, there is clearly no discrimination in favor of Pennsylvania operators. See Sixth Angel Shepherd Rescue, Inc. v. West, 477 Fed.Appx. 903, 907 (3d Cir.2012) (noting that, under the dormant Commerce Clause analysis, “we ask whether a challenged law discriminates against interstate commerce ... [but ajbsent discrimination for the forbidden purpose ... the law will be upheld unless the burden imposed on interstate commerce is clearly excessive in relation to the putative local benefits.”) (quoting Dep’t of Revenue of Ky. v. Davis, 553 U.S. 328, 338-39, 128 S.Ct. 1801, 170 L.Ed.2d 685 (2008)) (internal quotations and citations omitted). By way of example, a Pennsylvania resident who is a licensed funeral director in Pennsylvania and a Maryland resident who is a licensed funeral director in Pennsylvania are similarly - barred from owning an interest in more than two funeral establishments in Pennsylvania. In-state funeral parlor owners who want to achieve an economy of scale through “clustering” face the same obstacles as out-of-state owners who want to cluster. We realize, of course, that the vast majority of individuals who apply for and obtain a Pennsylvania funeral directing license will probably reside instate in order to practice their trade. Indeed, like the one-and-a-branch provision, many of the FDL’s requirements may render that choice all but inevitable. However, that does not elevate the resulting choice to the level of unconstitutional coercion under the dormant Commerce Clause. The funeral service “industry,” involving the internment and cremation of consumers’ loved ones, is by nature a highly localized enterprise. So long as a State’s regulation operates evenhandedly as to both in-state and out-of-state actors seeking to enter such an industry, we do not subject it to heightened scrutiny under dormant Commerce Clause analysis. See Am. Trucking Assocs., Inc., 545 U.S. at 437, 125 S.Ct. 2419 (in upholding Michigan’s annual fee assessed on trucks engaged in intrastate commercial freight, the court noted the disputed provision “taxe[d] purely local activity; it does not tax an interstate truck’s entry into the State nor does it tax transactions spanning multiple States”); CTS Corp. v. Dynamics Corp. of Am., 481 U.S. 69, 87, 107 S.Ct. 1637, 95 L.Ed.2d 67 (1987) (holding Indiana statute regulating acquisition of corporation stock did not merit heightened scrutiny because it had “same effects on tender offers whether or not the offeror is a domiciliary or resident of Indiana”). Accordingly, we hold that the one-and-a-braneh restriction does not discriminate against out-of-state interests, and we thus reject the Plaintiffs’ contention that we should subject the applicable provisions of the FDL to heightened scrutiny. See McBumey v. Young, — U.S. -, 133 S.Ct. 1709, 1719, 185 L.Ed.2d 758 (2013) (noting dormant Commerce Clause jurisprudence “is driven by a concern about ‘economic protectionism — that is, regulatory measures designed to benefit in-state economic interests by burdening out-of-state competitors’ ” (quoting New Energy Co. of Ind. v. Limbach, 486 U.S. 269, 273-74, 108 S.Ct. 1803, 100 L.Ed.2d 302 (1988))). Having determined that the one-and-a-branch limitation does not discriminate against out of state interests, we need only determine whether it can withstand scrutiny under the Pike balancing test. See Dep’t of Revenue of Ky. v. Davis, 553 U.S. 328, 353, 128 S.Ct. 1801, 170 L.Ed.2d 685 (2008). We believe that it does. The “incidental burdens” that we must assess under Pike consist of “the degree to which the state action incidentally discriminates against interstate commerce relative to intrastate commerce.” Norfolk S. Corp. v. Oberly, 822 F.2d 388, 406 (3d Cir.1987). As we have just explained, the FDL’s one- and-a-branch restriction imposes the very same burdens on Pennsylvania funeral directors as it imposes on out-of-state interests. Thus, the regulation here is a burden on commerce without discriminating against interstate commerce. See Instructional Sys., Inc. v. Computer Curriculum Corp., 35 F.3d 813, 826-27 (3d Cir.1994) (“[Wjhere the burden on out-of-state interests rises no higher than that placed on competing in-state interests, it is a burden on commerce rather than a burden on interstate commerce.”) (emphasis in original). b. Licensing Restrictions The Plaintiffs contend that the FDL’s restrictions on who may obtain a funeral director license violate the dormant Commerce Clause. Usually, a funeral establishment in Pennsylvania may be owned by a licensed funeral director who, in turn, may operate the business as a sole proprietorship, a partnership (with one or more licensed funeral directors), or a restricted business corporation established for the sole purpose of providing funeral services. General business corporations are barred from owning a funeral home in Pennsylvania unless they are able to obtain one of 76 existing “pre-1935” licenses issued before the ban on corporations went into effect. The law carves out limited exceptions and allows certain unlicensed individuals and entities — namely, the spouses, children, grandchildren, surviving spouse, or estate of a deceased licensed funeral director — to own and operate funeral homes in Pennsylvania. However, they may only do so if they employ a full-time licensed funeral director as supervisor. 63 Pa. Stat. Ann. § 479.8(a). The District Court agreed with the Plaintiffs’ contention that this scheme effectively bans out-of-state entities from owning funeral homes within Pennsylvania and subjected the ownership restrictions to heightened scrutiny. The Court then ruled that the restrictions could not survive the resulting inquiry. Alternatively, the Court found that even if heightened scrutiny was not appropriate, the FDL’s licensing restrictions could not survive Pike balancing. See Heffner, 866 F.Supp.2d at 387. We disagree with both conclusions. Any individual or entity can obtain the required license to operate a funeral home in Pennsylvania as long as certain requirements are satisfied. None of those requirements mandate state residency or citizenship. See id. at 388 (noting “an out-of-state individual may obtain a Pennsylvania funeral license by complying with the requirements for applicants”). Similarly, the statutory exceptions to the rule that only licensed individuals may own funeral homes in Pennsylvania provide that surviving family members of a deceased funeral director may own interests in a restricted business corporation regardless of their state of residency. Concomitantly, a general business corporation that does not own a “pre-1935” license is ineligible for a license regardless of where it is domiciled. Therefore, we cannot agree that the FDL’s ownership provisions “erect a barrier” protecting instate interests from out-of-state competition that would trigger heightened scrutiny. See Dean Milk Co. v. City of Madison, 340 U.S. 349, 354, 71 S.Ct. 295, 95 L.Ed. 329 (1951); see also Keystone Redev. Partners, LLC, 631 F.3d at 108. The limitation on licensing also survives the Pike balancing test. As noted above, when we engage in Pike balancing, we consider whether any incidental burdens that the FDL’s ownership and license restrictions place on the flow of interstate commerce outweigh the statute’s putative local benefits. See Norfolk S. Corp., 822 F.2d at 405-06. Here, Plaintiffs again posit that the FDL’s ownership restrictions burden interstate commerce by requiring out-of-state interests to be licensed in order to own or operate funeral homes in Pennsylvania while excepting deceased licensed funeral directors’ families from that obligation. The Board articulates three countervailing benefits of these restrictions: (1) disfavoring ownership of funeral homes by unlicensed individuals or corporations; (2) advancing the public interest in the continued operation of a funeral home after the licensee’s death; and (3) alleviating the financial loss to survivors who, on the death of a licensed director, might find themselves with a funeral home which they could neither operate nor sell at a fair price. The situation here is analogous to that which confronted the Court of Appeals for the Fourth Circuit in Brown v. Hovatter, 561 F.3d 357 (4th Cir.2009). There, the court rejected a dormant Commerce Clause challenge to Maryland’s Morticians and Funeral Directors Act. That statute, like the FDL, required all individuals who desired to practice mortuary science in Maryland be licensed by the State’s Board of Morticians. Md. Health Occ.Code § 7-301(a). Only the surviving spouses or executors of the estates of deceased licensed individuals could own a funeral establishment without a license. Id. §§ 7-310(c)(2), 7-308, 7-308.1. Maryland’s law also prohibited licensing corporations but carved out an exception for corporations grandfathered under an earlier version of the statute. Id. § 7-310. The plaintiffs in Brown also argued that they should be able to own and operate funeral establishments without being individually licensed or going through general purpose corporations. Brown, 561 F.3d at 360. In rejecting that argument, the Court explained: Any person — out-of-state or in-state— may obtain a license to practice mortuary science and own and operate a funeral establishment in Maryland, and there is no limit on the number of licenses that the State may issue. Likewise, with respect to the [] grandfathered corporations owning licenses, any person or corporation, out-of-state or instate, may own the stock. Id. at 364. After surveying the alleged restrictions that Maryland placed on licenses, the Brown Court concluded that “entry into the Maryland funeral services market is limited only by the choices of the individual as to how best to allocate his or her time and resources.” Id. Were we to substitute “Pennsylvania” for “Maryland” in the above-quoted text, we could easily adopt the Fourth Circuit’s description of the operation of Maryland’s Morticians Act as our analysis of the corresponding provisions of the FDL. Contrary to the Plaintiffs’ characterization of the effect, the FDL’s licensing and ownership restrictions affect in-state and out-of-state players equally. The Plaintiffs highlight four alleged “significant differences” between the Maryland Morticians Act and the Pennsylvania FDL in an attempt to distinguish Brown. They argue: (1) Maryland does not allow ownership by unlicensed spouses, children, and grandchildren of funeral directors and their trusts; (2) unlike Maryland, Pennsylvania allows corporate ownership of funeral homes through RBCs; (3) Maryland does not limit the number of funeral homes that may be owned, whereas Pennsylvania’s one-and-a-branch restriction limits ownership to two locations; and (4) Maryland does not allow the “Pinkerton rule,” a well-recognized (and Board-acknowledged) way to circumvent the FDL’s limitations that allows a licensee to “own” more than two locations by ceding his or her stock in other homes to third parties while retaining ownership over the establishments’ assets. These purported differences are neither significant nor persuasive. The first claim is only partially correct — Maryland allows the executors and surviving spouses of deceased licensed funeral directors to own and operate a funeral establishment. See Md. Health Occ.Code §§ 7-310(c)(2), 7-308, 7-308.1. The fact that Maryland does not extend similar benefits to the children and grandchildren of licensed funeral directors is of little import. The second distinction is no less relevant to our analysis. We do not agree with the level of importance that the Plaintiffs ascribe to Pennsylvania’s choice to allow restricted business corporations to own funeral homes within the State because that provision of the FDL applies equally to in-state and out-of-state interests. Indeed, the provision appears to expand access to the relevant market rather than contracting it as the Plaintiffs claim. Moreover, we have already explained why the third purported distinction (Pennsylvania’s one-and-a-branch limitation) does not excessively burden interstate commerce. Finally, that licensees — whether they reside in-state or out-of-state — may avail themselves of the “Pinkerton rule” or other existing “end-runs” to circumvent the FDL’s express requirements says nothing about the constitutional validity of those provisions for purposes of a dormant Commerce Clause analysis. The fact that some potential owners of funeral homes can circumvent the goals of the FDL through the Pinkerton mechanism also fails to establish a scheme that favors Pennsylvania businesses and residents. The Pinkerton end-run operates the same way for in-state and out-of-state businesses and residents. Under the FDL, any individual — out-of-state or instate — -may apply for and obtain the applicable license as long as they satisfy general requirements relating to citizenship, professional education, and experience. See 63 Pa. Stat. Ann. §§ 479.3(a)-(f). Once an applicant satisfies these requirements, that individual — whether he or she resides in Pennsylvania or elsewhere— may be licensed as a “Pennsylvania funeral director” and is entitled to the same benefits that the FDL grants all other licensees regardless of state of residence. The unlicensed surviving spouse of a deceased funeral director who resides in Ohio but routinely commutes to Pennsylvania to operate a funeral establishment that s/he owned, for example, is statutorily entitled to the same license under Section 479.8(a) as the surviving spouse of a funeral director residing in-state. To be sure, this scenario likely represents the exception and not the norm; as this record attests, the vast majority of funeral directors who obtain a license to practice in Pennsylvania will no doubt choose to reside in the Commonwealth because of convenience or economic necessity. However, this does not evidence any burden on interstate commerce nor discrimination against out-of-state operators. Rather, there is nothing on this record to suggest that this is a reflection of anything other than the nature of the funeral business. “The practice of mortuary science is,” after all, “inherently a local profession.” Brown, 561 F.3d at 363. Moreover, as we have explained, “virtually all state regulation involves increased costs for those doing business within the state, including out-of-state interests doing business in the state.... In this absolute sense, virtually all state regulation ‘burdens’ interstate commerce.” Norfolk S. Corp., 822 F.2d at 406. Thus, our examination of a statute’s burden on interstate commerce must focus on whether regulatory scheme results in an excessive burden on interstate commerce. That inquiry is informed by whether a State has “unjustifiably [] discriminate^] against or bur-dented] the interstate flow of articles of commerce.” Or. Waste Sys., Inc. v. Dep’t of Envi Quality of State of Or., 511 U.S. 93, 98, 114 S.Ct. 1345, 128 L.Ed.2d 13 (1994). We do not believe that the licensing requirements of the FDL run afoul of that limitation. The State has made a rational decision that consumers in need of funeral services are better served by licensed individuals who, in the usual case, are not shielded by the cloak of corporate ownership. Cf. N.D. State Bd. of Pharma. v. Snyder’s Drug Stores, Inc., 414 U.S. 156, 166-67, 94 S.Ct. 407, 38 L.Ed.2d 379 (1973) (“ ‘A standing criticism of the use of corporations in business is that it causes such business to be owned by people who do not know anything about it.’ ” (quoting Louis K. Liggett Co. v. Baldridge, 278 U.S. 105, 114-15, 49 S.Ct. 57, 73 L.Ed. 204 (1928))); see also Brown, 561 F.3d at 367. We cannot “accept [the] notion that the Commerce Clause protects the particular structure or methods of operation in a retail market.... [T]he Clause protects the interstate market, not particular interstate firms, from prohibitive or burdensome regulations.” Exxon Corp. v. Governor of Md., 437 U.S. 117, 127-28, 98 S.Ct. 2207, 57 L.Ed.2d 91 (1978); see also McBurney v. Young, 667 F.3d 454, 469 (4th Cir.2012) (rejecting dormant Commerce Clause challenge where state law “prevented] [plaintiff] from using his ‘chosen way of doing business,’ but [did] not prevent him from engaging in business in the [State]”). Similarly, although Pennsylvania has carved out limited exceptions to its own rule by allowing unlicensed family members to participate in the ownership of a funeral home, those exceptions — enacted with the twin purposes of ensuring that a funeral establishment continues to serve the community after the death of a licensed funeral director and protecting the deceased’s director’s family — do not impose burdens (excessive or otherwise) on the flow of interstate commerce. We therefore conclude that the District Court erred in ruling that that the FDL’s licensing and ownership restrictions violate the dormant Commerce Clause. 2. Preparation Room Requirement Section 7 of the FDL provides that “every establishment in which the profession of funeral directing is carried on shall include a preparation room, containing instruments and supplies for the preparation and embalming of human bodies.” 63 Pa. Stat. Ann. § 479,7. The Plaintiffs claim that this provision violates the dormant Commerce Clause by protecting established in-state funeral homes at the expense of out-of-state interests seeking to enter the market. According to Plaintiffs, the preparation room requirement deprives out-of-state competitors of any competitive advantage that they could otherwise gain from consolidating embalming operations in one centralized facility from which they could service other locations. Here again, the Plaintiffs’ challenge ignores the fact that any impediments arising from the preparation room requirement burden all funeral directors operating in Pennsylvania. Out-of-state entities are not specifically targeted, deprived of a competitive advantage, nor afforded a competitive advantage compared to Pennsylvania businesses. See Cloverland II, 462 F.3d at 263; see also Town of Southold v. Town of E. Hampton, 477 F.3d 38, 49 (2d Cir.2007). Indeed, to the extent that the preparation room requirement has an effect on interstate commerce, it is incidental at most. Consequently, the provision will only violate the dormant Commerce Clause if it does not survive Pike balancing — ie., if its burdens on interstate commerce “clearly outweigh” its putative local benefits. See Dep’t of Revenue of Ky., 553 U.S. at 353, 128 S.Ct. 1801. The “burden” that the preparation room requirement imposes on interstate commerce consists of the cost of equipping each funeral establishment with a preparation room and the resulting impediment that arises from requiring “centralized” embalming facilities. We do not doubt that these burdens can be significant. However, they are not so significant as to “clearly outweigh” the State’s asserted interests in minimizing the time between death and embalming, reassuring customers that the remains of their loved ones will be in the funeral home’s custody at all times, minimizing the possibility of accidents in-transit between embalming facilities, and ensuring accountability. Moreover, although the Plaintiffs make much of the State’s apparent admission that the preparation room requirement is either unnecessary or unduly burdensome, Plaintiffs fail to realize that the concession is without constitutional significance. Specifically, the Plaintiffs point to a 2008 legislative initiative in which the Board advocated for the repeal of the preparation room requirement because of the economic benefits of dispensing with the policy. The Plaintiffs also highlight a 1994 Audit Report, which said that requiring each funeral home to have its own preparation room was “burdensome and unnecessary” and noted the resulting additional costs to funeral directors and consumers. J.A. 846. There are two reasons why this concession lacks the constitutional significance that Plaintiffs attach to it. First, the recommendation that the preparation room requirement be repealed appears to have resulted from the requirement’s intrastate economic impact. The Report is therefore not particularly helpful to our focus on the burdens on inter state commerce as required under Pike. See C & A Carbone, Inc. v. Town of Clarkstown, N.Y., 511 U.S. 383, 430, 114 S.Ct. 1677, 128 L.Ed.2d 399 (1994) (“[L]ocal burdens are not the focus of the dormant Commerce Clause.... ”). Second — and more importantly — neither the Board’s views in the above-referenced 2008 legislative initiative nor the Audit Report’s recommendation to repeal the preparation room requirement were enacted into law. Thus, notwithstanding any reservations that some Pennsylvania officials might have expressed in the past, the preparation room requirement remains the law of Pennsylvania. 3. Place of Practice and Full-Time Supervisor Requirement Section 7 of the FDL provides that a “license shall authorize the conduct of the [funeral directing] profession at the particular place of practice thereon and no other.” 63 Pa. Stat. Ann. § 479.7. Somewhat confusingly, this section also provides that a funeral director is free to “assist another duly licensed person, partnership or corporation[.]” Presumably, this applies to assisting at another branch location. Id. In addition, Section 8(e) mandates that each branch location must retain a licensed funeral director as a “full-time supervisor.” Id. 479.8(e). However, a funeral director may not supervise more than one location. Id. § 479.2(11). In Counts V and VI of the amended complaint, the Plaintiffs alleged that both the FDL’s “place-of-practice” restrictions and full-time supervisor requirement violate the dormant Commerce Clause. Once again, the District Court agreed. See Heffner, 866 F.Supp.2d at 397-99. The Plaintiffs claim that these provisions facially discriminate against out-of-state interests and must therefore be subjected to heightened scrutiny. They allege that, under the place-of-practice provision, a funeral director who practices at one location in another state would be precluded from practicing in Pennsylvania because that would constitute practicing at a second location. According to the Plaintiffs, a funeral director who manages a location in another state would be similarly barred from obtaining a funeral supervisor license in Pennsylvania. Plaintiffs’ argument is supported by a letter from the Board denying a New Jersey applicant’s request for a funeral supervisor license on these grounds. J.A. 1455. We decline to adopt Plaintiffs’ reasoning as to these provisions. We recognize that the FDL’s place-of-practice restriction and full-time supervisor requirement compel a funeral director to relinquish one operating license in favor of another, should he or she wish to supervise another location. § 479.2(11). However, we disagree that this provision facially discriminates against out-of-state interests. Having to surrender an out-of-state license to practice in Pennsylvania is simply the result of the operation of the one-and-a-branch rule, and the limits it places on being an owner and/or supervisor of a funeral home. Moreover, Pennsylvania residents also have to surrender an existing license in order to operate more than the two establishments allowed under the restriction. Thus, it makes no difference where the funeral homes or owners are located. E. Substantive Due Process The Fourteenth Amendment Due Process Clause prohibits the states from “de-priv[ing] any person of life, liberty, or property, without due process of law.” U.S. Const. Amend. XIV, § 1. The prohibition has both a procedural and substantive component. See Planned Parenthood of S.E. Pa. v. Casey, 505 U.S. 833, 846, 112 S.Ct. 2791, 120 L.Ed.2d 674 (1992); Troxel v. Granville, 530 U.S. 57, 65, 120 S.Ct. 2054, 147 L.Ed.2d 49 (2000). The Plaintiffs have continually alleged that several of the FDL’s provisions violate their right to substantive due process. Unless a legislative enactment abridges “certain fundamental rights and liberty interests,” Washington v. Glucksberg, 521 U.S. 702, 720, 117 S.Ct. 2258, 138 L.Ed.2d 772 (1997), we apply a more lenient “rational basis” inquiry, Roe v. Wade, 410 U.S. 113, 173, 93 S.Ct. 705, 35 L.Ed.2d 147 (1973), in determining the statute’s constitutionality. Here, Plaintiffs concede that we should apply rational basis review to their substantive due process challenge. Under rational basis review, “ ‘a statute withstands a substantive due process challenge if the state identifies a legitimate state interest that the legislature could rationally conclude was served by the statute.’ ” Alexander v. Whitman, 114 F.3d 1392, 1403 (3d Cir.1997) (quoting Sammon v. N.J. Bd. of Med. Exam’rs, 66 F.3d 639, 645 (3d Cir.1995)). We have repeatedly warned that rational basis review is by no means “toothless” — “[a] necessary corollary to and implication of rationality as a test is that there will be situations where proffered reasons are not rational.” Doe v. Pa. Bd. of Prob. & Parole, 513 F.3d 95, 112 n. 9 (3d Cir.2008); see also Murillo v. Bambrick, 681 F.2d 898, 905 n. 15 (3d Cir.1982). Nevertheless, rational basis review allows legislative choices considerable latitude. See FCC v. Beach Commc’ns, Inc., 508 U.S. 307, 315, 113 S.Ct. 2096, 124 L.Ed.2d 211 (1993). A governmental interest that