I. FACTUAL BACKGROUND A. The Federal Election Commission The Commission is the independent agency of the United States with exclusive jurisdiction over the administration, interpretation, and civil enforcement of the Federal Election Campaign Act of 1971, as amended (“Act” or “FECA”), 2 U.S.C. §§ 431-55, and other statutes. The Commission is empowered to “formulate policy” with respect to the Act, 2 U.S.C. § 437c(b)(1); “to make, amend, and repeal such rules . . . as are necessary to carry out the 1 Case 1:08-cv-00248-JR Document 13 Filed 03/05/2008 Page 11 of 54 provisions of [the] Act,” 2 U.S.C. §§ 437d(a)(8), 438(a)(8),(d); and to issue written advisory opinions concerning the application of the Act and Commission regulations to any specific proposed transaction or activity, 2 U.S.C. §§ 437d(a)(7), 437f. B. Plaintiffs Plaintiff SpeechNow is an unincorporated nonprofit association organized under the District of Columbia Uniform Unincorporated Nonprofit Associations Act, D.C. Code § 29-971.01, and section 527 of the Internal Revenue Code.

I. FACTUAL BACKGROUND A. The Federal Election Commission The Commission is the independent agency of the United States government with exclusive jurisdiction over the administration, interpretation, and civil enforcement of the Federal Election Campaign Act of 1971, as amended (“the Act” or “FECA”), codified at 2 U.S.C. §§ 431-455, and other statutes. The Commission is empowered to “formulate policy” with respect to the Act, 2 U.S.C. § 437c(b)(1); “to make, amend, and repeal such rules . . . as are necessary to carry out the provisions of [the] Act,” 2 U.S.C. §§ 437d(a)(8), 438(a)(8),(d); and to issue written advisory opinions concerning the application of the Act and Commission regulations to any specific proposed transaction or activity, 2 U.S.C. §§ 437d(a)(7), 437f. B. Citizens United According to its Complaint, plaintiff Citizens United is a nonprofit membership corporation that is tax exempt under section 501(c)(4) of the Internal Revenue Code.

BACKGROUND A. The Federal Election Commission The Commission is the independent agency of the United States government with exclusive jurisdiction over the administration, interpretation, and civil enforcement of the Federal Election Campaign Act of 1971, as amended (“the Act” or “FECA”), codified at 2 U.S.C. 431-455. The Commission is empowered to “formulate policy” with respect to the Act, 2 U.S.C. 437c(b)(1); “to make, amend, and repeal such rules … as are necessary to carry out the provisions of [the] Act,” 2 U.S.C. 437d(a)(8), 438(a)(8) and 438(d); and to issue written advisory opinions concerning the application of the Act and Commission regulations to any specific proposed transaction or activity, 2 U.S.C. 437d(a)(7) and 437f. B. Statutory and Regulatory Background 1.

33. The Commission filed this action on June 11, 2012, pursuant to its authority under 2 U.S.C. §§ 437d(a)(6), 437g(a)(6)(A). (See Compl.

(2) Nothing in this Act shall be construed to limit, restrict, or diminish any investigatory, informational, oversight, supervisory, or disciplinary authority or function of the Congress or any committee of the Congress with respect to elections for Federal office. 2 United States Code § 437d. Powers of Commission states in pertinent part: (a) Specific authorities The Commission has the power— (1) to require by special or general orders, any person to submit, under oath, such written reports and answers to questions as the Commission may prescribe; ( 3) to require by subpoena, signed by the chairman or the vice chairman, the attendance and testimony of witnesses and the production of all documentary evidence relating to the execution of its duties; (4) in any proceeding or investigation, to order testimony to be taken by deposition before any person who is designated by the Commission and has the power to administer oaths and, in such instances, to compel testimony and the production of evidence in the same manner as authorized under paragraph (3); (9) to conduct investigations and hearings expeditiously, to encourage voluntary compliance, and to report apparent violations to the appropriate law enforcement authorities.

First, contrary to CREW’s assertion (at 12-13), the Secretary of the Senate and the Clerk of the House are authorized to issue non-binding “guidance,” not formal advisory opinions or rulings. Compare 2 U.S.C. § 1605(a)(1) (the Legislative Defendants may issue “guidance and assistance on the registration and reporting requirements”) with 2 U.S.C. § 437d (the Federal Election Commission “has the power . . . to render advisory opinions [and] to make, amend, and repeal such rules . . . as are necessary to carry out” the campaign finance laws). Second, citing Brown v. U.S., 327 F.3d 1198 (D.C. Cir. 2003), CREW argues that the guidance provided by the Legislative Defendants “is entitled to ‘deference equal to its power to persuade.