author: FUENTES, Circuit Judge:

text:
    UNITED STATES of America v. Louis Milton WILLIS, Appellant
    No. 15-2264
    United States Court of Appeals, Third Circuit.
    Argued: May 19, 2016
    (Opinion Filed: December 13, 2016)

      Joseph A. DiRuzzo, III, Jeffrey J. Moli-naro (Argued), Fuerst Ittleman David & Joseph, 1001 Brickell Bay Drive, Suite 3112, Miami, FL 33131, Counsel for Appellant
    Ronald Sharpe, Office of United States Attorney, 5500 Veterans Building, Suite 260, United States Courthouse, St. Thomas, VI 00802, Justin D. Weitz (Argued), United States Department of Justice, Criminal Division, Public Integrity Section, 1400 New York Avenue, N.W., Washington, DC 20005, Counsel for Appellee
    BEFORE: FUENTES, VANASKIE, and RESTREPO, Circuit Judges

       Honorable Julio M. Fuentes assumed Senior Status on July 18, 2016.

   OPINION OF THE COURT

FUENTES, Circuit Judge:

Louis Milton Willis, the former Executive Director of the Legislature of the U.S. Virgin Islands, appeals his conviction on two counts of federal programs bribery and two counts of federal extortion. From about 2009 to 2011, the Legislature’s main building on the island of St. Thomas underwent major renovations, which required the Legislature to seek out contractors. The United States claims that, during this period, Willis engaged in a pattern of corrupt conduct involving several contractors working on the renovations. Specifically, the United States claims that Willis solicited arid received a $3,000 cash bribe from one contractor, a $10,000 “loan” and a new air conditioner for his home from a second, and a $5,000 kickback from a third. According to the United States, these payments and kickbacks were all made to Willis to ensure that the contractors would continue to be awarded work on the renovations. Willis was tried and convicted by a jury for charges related to the bribes solicited and was sentenced to a five-year prison term followed by a term of supervised release.

Willis argues that the District Court erred by (i) denying his pretrial motion to dismiss two counts of the indictment, (ii) denying, his renewed motion for judgment of acquittal, and (iii) improperly admitting evidence of his prior acceptance of bribes. Because we find all of Willis’s arguments unavailing, we will affirm Ms conviction.

I. Background

Government officials are vested with a duty to uphold the law and serve the best interests of the public. This case involves a government employee who betrayed the trust of this country’s taxpaying citizens by abusing his power for his own benefit.

From 2009 to 2012, the United States Government appropriated $150 million in federal funds each fiscal year to the Government of the Virgin Islands. During that period, Louis Milton “Lolo” Willis served as Executive Director of the Legislature for the Virgin Islands. In that position, Willis’s main role was to direct and advise division heads and to oversee administrative matters under the supervision of the President of the Legislature. He was also delegated the power from the President of the Legislature to administer contracts on behalf of the Legislature.

During Willis’s tenure as Executive Director, the Legislature’s main building underwent major renovations, and Willis was substantially involved in securing contractors to perform those renovations. Three of those contractors—Wilson John Marie, Frank James, and Alwin Williams, Sr.later testified at Willis’s trial. Marie, James, and Williams stated that they all gave cash or other items of value to Willis to .secure more government work or to ensure payment of their invoices for completed work.

Sometime in 2010, the U.S. Department of the Interior audited the Legislature’s administrative section while the, renovations were taking place. The Department then released a report that highlighted a number of flaws in the administrative section’s fiscal controls. In the report, the Department concluded that the Legislature had mismanaged public funds and that management of the Legislature lacked adequate financial safeguards. According to the report, some contractors worked on the renovation without any written agreements, and others obtained “sole-source” contracts, which Willis alone negotiated and issued without going through the normal process of soliciting bids from multiple vendors.

After a federal investigation, an indictment eventually issued for Willis’s prosecution on extortion charges under 18 U.S.C. § 1951(a), which prohibits robbery or extortion affecting interstate commerce, and bribery charges under 18 U.S.C. § 666(a)(1), which outlaws theft and bribery in entities receiving more than $10,000 in federal funds. Before trial, Willis moved to dismiss, the indictment. The District Court denied the motion, and the ease proceeded to a jury trial.

During the trial, the United States presented substantial evidence in support of its case. The three contractors testified on behalf of the United States, claiming to have been involved in the bribery and extortion. Each of the contractors testified that they had given Willis things of value and had received some form of guaranteed work on the renovations in return.

Wilson Jean Marie was the first contractor to testify about his interactions with Willis. What he described, in short, was a basic kickback scheme. He stated that he was a carpenter in the U.S. Virgin Islands and claimed to have done renovation work on the Legislature’s main building from 2010 to 2011. He further stated that Willis drafted a contract for his work on the renovations. Marie claimed that only Willis would review the hours that he submitted for work. Willis would then apparently sign the invoice, and the Legislature’s Business Office would in turn pay Marie. Marie stated that he would then give some of the money he had been paid by the Legislature to Willis.

Marie explained that the payments to Willis were “[t]o keep the job going, keep [Marie] going for the job,” suggesting that he paid Willis to secure more renovation work. Marie also stated that he had given Willis “about $5,000,” divided up among three payments. Marie also described a 25% overhead fee that Willis paid him for his work, which apparently had no clear underlying purpose.

The second contractor to testify was Frank James. James said that he worked on the Legislature’s main building during the renovation at a rate of about $2,100 per month under a contract arranged by Willis. He also testified that, at various points, Willis asked him for $1,000, which he said that he needed to pay back certain debts, but James refused. On another occasion, Willis asked James for $10,000, but, again, James refused. Nevertheless, James said that he went to Willis’s home, inspected Willis’s home air conditioning units, and replaced one of the units without charging him for the value of the unit or for his services. James estimated that the air conditioner had a value of about $1,100. Finally, James claimed that he wrote a company check for $10,000 to a paving company in order to assist Willis with paving his driveway. He described the money as a loan to Willis, but he said he was never repaid.

Alwin Williams Sr. was the last contractor to testify against Willis. Williams, the owner of a company that did excavation and demolition work, entered into a contract to excavate certain tree roots near the Legislature building. He claimed that while he was working on the renovations, Willis told him that he was having money issues and needed help. Shortly after, Williams gave Willis $3,000 in cash, a payment which he claimed was made to ensure that Willis would “look out for [Williams] down the road,” presumably to ensure future awards for renovation work on the Legislature. Williams also testified that, prior to serving as Executive Director of the Legislature, Willis had accepted certain bribes from Williams when Willis was working for the Virgin Islands Bureau of Internal Revenue. Williams claimed to have paid the bribes to Willis for the purpose of having a Bureau of Internal Revenue tax levy lifted from his bank accounts.

The testimony of these three witnesses was bolstered by another witness for the United States, Clifford Charleswell, who explained that Willis told him that he had received money from the contractors during the renovation project. All told, James, Williams, and Marie testified to giving Willis roughly $19,000 in kickbacks and other graft in exchange for over $300,000 in contract work on the renovations.

Michael Benjamin, the acting business director for the Legislature, also testified on behalf of the United States. He stated that Willis was in charge of managing the contracts for the renovation work and that Willis answered solely to the President of the Legislature. He also testified that Willis had the power to seek bids, find the best price, and select contractors. He further claimed that funds used for the payment of contractors came from the Government of the Virgin Islands’ treasury. As to the procurement of contractors, Benjamin stated that sometimes the contracts would go through legal counsel to the Legislature for review, but sometimes they did not. Once approved, the contracts would be signed and finalized by Willis or by the President of the Legislature. Finally, Benjamin stated that Willis had the power to bind the Legislature to payment, including during the time that the renovations took place.

Debra Gottlieb, the Budget Director for the Government of the Virgin Islands Office of Management and Budget, also testified. She stated that, as a matter of government accounting, federal funds were segregated from the Virgin Islands’ general funds in the Treasury. She also testified that the Legislature only received money out of the general fund, which did not include federal funds. She claimed that the federal funds were kept in a separate.treasury fund.

At the conclusion of the testimony on behalf of the United States, Willis moved for a judgment of acquittal. The court denied the motion. After the close of all of the evidence, Willis then renewed his motion for judgment of acquittal, which the court again denied. Thereafter, the jury returned a verdict finding Willis guilty of federal programs bribery (Counts One and Three) and federal extortion (Counts Two and Four). However, he was acquitted ás to Counts Five and Six, charges stemming from the alleged bribes involving Marie. This appeal followed.

II. DisCussion

A. Motion to Dismiss the Indictment

Willis asserts several challenges to his conviction on appeal. First, he argues that the District Court erred by denying his pretrial motion to dismiss the indictment, claiming that the indictment failed to adequately set forth the elements of federal programs bribery under 18 U.S.C. § 666(a)(1)(B). In particular, he claims that Counts One and Three, the federal programs bribery charges, should have been dismissed for failure to allege a quid pro quo, that is, “a specific intent to give or receive something of value in exchange for an official act.”

Federal Rule of Criminal Procedure 7(c) requires an indictment to “be a plain, concise, and definite written statement of the essential facts charged.” In United States v. Rankin, we explained that an indictment is deemed sufficient so long as it “(1) contains the elements of the offense intended to be charged, (2) sufficiently apprises the defendant of what he must be prepared to meet, and (8) allows the defendant to show with accuracy to what extent he may plead a former acquittal or conviction in the event of.a subsequent prosecution.” We have , also said that “no greater specificity than the statutory language is required so long as there is sufficient factual orientation to permit the defendant to prepare his defense.” We should uphold the indictment “unless it is so defective that it does not, by any reasonable construction, charge an offense.”

Given the language of the statute, the essential elements that the United States must prove to establish a violation of § 666 here are that, at the time of the offense: (1) Willis was an agent of a state government or agency; (2) he corruptly solicited, demanded, or accepted something of value with the intent to be influenced or rewarded in connection with any business of the State government or agency; (3) he accepted something of value in connection with the business or transactions of the state government or agency, where the transactions involved anything of value of $5,000 or inore; and (4) the state received. in excess of $10,000 in federal funds in any single year. The statutory definitions under § 666(d)(4) further provide that the term “State” includes “a State of the United States, the District of Columbia, and any commonwealth, territory, or possession of the United States.”

Willis contends that the indictment is insufficient as to the federal programs bribery charges because it fails to charge an essential element of the offense: a quid pro quo. Willis concedes that this Circuit has yet to decide whether § 666 requires charging and proof of a quid pro quo to sustain a conviction and urges us to adopt such a requirement. To that end, Willis argues that the indictment must set forth facts supporting an allegation of “specific intent to give or receive something of value in exchange for an official act.”

Federal Rule of Criminal Procedure 12(b)(3)(B)(v) authorizes a defendant to lodge a pretrial challenge to the sufficiency of an indictment for “failure to state an offense.” There are two primary ways in which a defendant can proceed with such a challenge. First, a defendant may contend that, under the first Rankin element, “an indictment is insufficient on the basis that it does not satisfy the first requirement in that it fails to charge an essential element of the crime.” Second, “because an indictment that merely ‘recites in general terms the essential elements of the offense’ does not satisfy the second and third requirements, a defendant may also claim that an indictment fails to state an offense on the basis that ‘the specific facts alleged ... fall beyond the scope of the relevant criminal statute, as a matter of statutory interpretation.’ ” It appears that Willis asserts the first type of challenge, claiming that a quid pro quo should be an element of a § 666 offense and that the United States failed to include it in the indictment.

In response, the United States argues that § 666 does not include a quid pro quo requirement and that we should follow those Circuits that have declined to read such a requirement into the statute. The United States further contends that, even if we were to incorporate such a requirement into § 666, the indictment adequately alleged a quid pro quo as to all counts.

The bribery proscriptions are covered in subsections (a)(1)(B) and (a)(2) of § 666. Subsection (a)(1)(B), which covers one who requests a bribe, provides:

Whoever ... being an agency of an organization, or of a State, local, or Indian tribal government, or any agency thereof ,.. corruptly solicits or demands ... anything of value from any person, intending to be influenced or rewarded in connection with any business, transaction, or series of transactions of such organization, government, or agency involving anything of value of $5,000 or more ... shall be fined under this title, imprisoned not more than 10 years, or both.

Put another way, § 666 criminalizes the acceptance of a bribe of $5,000 or more by a government agent of a local government that receives more than $10,000 a year in federal funds if the agent intends to be influenced by the bribe when making a decision to enter into business on behalf of the government.

Contrary to Willis’s contention, each § 666 Count that he challenges clearly alleged a quid pro quo. For instance, Count One of the indictment alleged:

In or about 2009 to 2010, at St. Thomas, in the District, of the Virgin Islands, the defendant, LOUIS MILTON “LOLO” WILLIS while an agent of the Government of the Virgin Islands, did corruptly solicit, demand, accept, and agree to accept anything of value from any person with the intent to be influenced and rewarded in connection with any business, transaction, and series of transactions of such government, involving anything of value of $5,000 or more, in that WILLIS accepted cash payments from Contractor A in exchange for WILLIS’s use of his official position to provide favorable treatment for Contractor A in the award of contracting work at the Legislature of the Virgin Islands and to ensure payment to Contractor A for such work.

Similarly, Count Three of the indictment specifically alleged:

In or about 2009 to 2011, at St. Thomas, in the District of the Virgin Islands, the defendant, LOUIS MILTON “LOLO” WILLIS while an agent of the Government of the Virgin Islands, did corruptly solicit, demand, accept, and agree to ac-eept anything of value from any person with the intent to be influenced .and rewarded in connection with any business, transaction, and series of transactions of such government, involving anything of value of $5,000 or more, in that WILLIS accepted $10,000, an air conditioning unit, and free labor associated with the installation of the air conditioning unit from Contractor B in exchange for WILLIS’s use of his official position to provide favorable treatment for Contractor B in the award of contracting work at the Legislature of the Virgin Islands and to ensure payment to Contractor B for such work.

Thus, even if we were to require the United States to allege and prove a quid pro quo to establish a § 666 bribery offense—which we decline to do here—we conclude that it was adequately alleged in the indictment. Put simply, the indictment stated that Willis accepted cash payments from the various contractors in exchange for the use of his official position to provide favorable treatment for each contractor in the award of more contracting work at the Legislature. Moreover, we conclude that the indictment adequately alleged all other required elements of the offense: the parties, the relevant amounts of money exchanged, where the illegal transactions allegedly occurred, that Willis used .his public position unlawfully, the specific details of each transaction, and the improper purposes alleged under the relevant federal statutes. The District Court therefore properly refused to dismiss the federal programs bribery charges under Counts One and Three.

B. The District Court properly denied Willis’s renewed motion for judgment of acquittal.

Next, Willis argues that the District Court erred in denying his renewed motion for a judgment of acquittal as to the federal programs bribery charges. He contends that the United States failed to satisfy the jurisdictional prerequisites to those charges because it failed to prove a sufficient nexus between Willis’s alleged conduct or his status as Executive Director and any corresponding effect on federal funds. In particular, he asserts that: (1) the Legislature of the Virgin Islands is distinct from the Government of the Virgin Islands and received no federal funds; (2) he served as an agent of the Legislature, and not of the Government of the Virgin Islands, thus lacking sufficient connection to federal funds; and (3) the Government failed to adduce evidence sufficient to show that the Legislature received a federal “benefit” within the meaning of § 666. In short, all of his challenges hinge on his ability to separate himself from the federal funds, something we conclude that he cannot do.

i. The Legislature of the Virgin Islands is a covered entity under § 666.

We first address Willis’s contention that he is entitled to judgment of acquittal on the federal programs bribery charges because the Virgin Islands Legislature is separate and distinct from the Government of the Virgin Islands and therefore does not receive federal funds. Section 666 establishes federal jurisdiction over bribery and fraud committed by agents of covered entities, including a state or territorial “government, or any agency thereof,” that receives in excess of $10,000 in federal funds in a twelve-month period. The statute defines “government agency” as “a subdivision of the executive, legislative, judicial, or other branch of government, including a department, independent establishment, commission, administration, authority, board, and bureau, and a corporation or other legal entity established, and subject to control, by a government or governments for the execution of a governmental or intergovernmental program.”

The purpose of this statute is to enhance the ability of the United States to “vindicate significant acts of theft, fraud, and bribery involving federal monies” and “to protect the integrity of the vast sums of money distributed through Federal programs.” The history of § 666 reveals Congress’s intent to root out public corruption. In enacting §' 666 as part of the Comprehensive Crime Control Act of 1984, Congress expressly intended “to augment the ability of the United States to vindicate significant acts of theft, fraud, and bribery involving- Federal monies that are disbursed to private organizations or State and local governments pursuant to a federal program.”

Moreover, courts have specifically recognized that § 666 is broad in scope. As the Sixth Circuit noted in United States v. Valentine, “it is apparent that Congress intended to expand the federal government’s prosecutorial power to encompass significant misapplication of federal funds at a local level.”

In addressing Willis’s first argument that the Legislature falls outside the scope of § 666, it is first important to keep in mind the structure of the Government of the Virgin Islands, which was created under the “Revised Organic Act,” 48 U.S.C. § 1541 et seq. That statute vests the power of the Government of the Virgin Islands in three coequal branches: the legislative, the executive, and the judicial. These three branches constitute one territorial entity, which is substantially funded by the federal government. Indeed, it is undisputed that the Government of the Virgin Islands received $150 million dollars in federal funds per year from 2009 to 2012 and that the renovations took place during this time. Thus, contrary to Willis’s assertion, we conclude the Legislature is part and parcel of the Government of the Virgin Islands, and it received federal funds.

Willis nonetheless relies on Debra Gott-lieb’s testimony wherein she claimed that the Legislature never received federal funds, as it was funded by a segregated, general fund consisting of local funds derived from territorial sources. Based on this testimony, Willis claims that the Legislature (1) lacks direct control over the disbursement of federal funds, and (2) did not receive any federal funds.

We begin by noting that courts have been wary of interpreting § 666 too narrowly. Indeed, the Supreme Court has repeatedly avoided constructions of § 666 that would impose limits beyond those set out in the plain meaning of the statute. In Salinas v. United States, for example, the Court rejected a defendant’s attempt to read into the statute an extra-textual requirement of proof that “the bribe in some way affected federal funds, for instance . by diverting or misappropriating them, before the bribe violates § 666(a)(1)(B),” In reaching its conclusion, this Court pointed to the “enactment’s expansive, unqualified language, both as to the bribes forbidden and the entities covered.”

The Supreme Court has also rejected an argument that § 666 is unconstitutional because it does not require a nexus between the bribe and some federal monies or program. In Sabri v. United States, the Court noted that the enactment of § 666 was “an instance of necessary and proper legislation” to execute Congress’s spending power, especially in light of the fact that “other legislation had failed to protect federal interests.” The Court stated that while “not every bribe or kickback offered or paid to agents of governments covered by § 666(b) will be traceably skimmed from specific federal payments, or show up in the guise of a quid pro quo for some dereliction in spending a federal grant,” the absence of such links does not “portend[ ] ... enforcement beyond the scope of federal interest, for the reason that corruption does not have to be that limited to affect the federal interest.” And, perhaps most relevant to the present case, the Court said that “Congress was within its prerogative to ensure that the objects of spending are not menaced by local administrators on the take.”

Willis’s related argument that the Legislature of the Virgin Islands never “received” federal funds is also undermined by the First Circuit’s 2013 decision in United States v. Fernandez, relied upon by the District Court in its opinion. In Fernandez, the court found that the territorial Legislature of Puerto Rico was part and parcel of the government of the territory, and that the principles of separation of powers did not exempt an agent of the Legislature of Puerto Rico, a Senator, from § 666’s coverage. The First Circuit’s holding also supports our conclusion that the Legislature was part and parcel of the Government of the Virgin Islands, a federally funded entity.

Therefore, we conclude that Willis’s narrow reading of § 666’s scope is inconsistent with the legislative intent of the statute and the broad interpretations of that law advanced by the Supreme Court. Thus, we further conclude that the Legislature, as a coequal branch of the Government of the Virgin Islands—itself a territorial “government” that receives in excess of $10,000 in federal funds in a twelve-month period—fell within the scope of § 666 by-receiving federal funds, We therefore reject Willis’s argument that he cannot face criminal liability under § 666 because the Legislature received funds only from territorial sources.

ii. Willis was an “agent” within the meaning of § 666.

In attempting to further sever his connection from the federal funds at issue, Willis also argues that he was not “a person authorized to act on behalf of :.. a government” as a “servant or employee, .,, director, officer, manager, and representative.” We find this argument equally unpersuasive. The plain language of the statute merely requires that the individual be “authorized to act on behalf of another person or government.” Testimony at trial established that Willis, as Executive Director of the Legislature, had the authority to “go out and seek offers for a particular project ... [w]hatever project [was] deemed necessary”; that he could determine whether or not it “was the best price”; and that he or the President of the Legislature could unilaterally enter into a contract for whatever price that person wanted. Thus, Willis’s claim that he was not, an agent of the government is without merit.

In Fernandez, the First Circuit rejected a similar argument, concluding that two senators were agents of the government because they were a part of the limited category of government officials who represent the “State” as a whole. As the United States correctly notes here, Fernandez supports the conclusion that a territorial legislature is part and parcel of the government of the territory, and that the principles of separation of powers do not excuse an agent of the Legislature from § 666’s coverage. Willis simply cannot escape the conclusion that he was an agent of the Virgin Islands’ Government, given his substantial power to enter into contracts on behalf of the Legislature.

iii. The Legislature received a “benefit” within the meaning of § 666.

Willis next argues that the United States failed to present evidence of the “structure, operation, and purpose” of the federal funds sufficient to show that the Virgin Islands Legislature received a federal “benefit” within the meaning of § 666. Section 666, by its plain terms, limits its application to qualifying entities that receive “benefits in excess of $10,000 ... under a Federal Program.” Although the term “benefit” is not defined in the statute, Willis nonetheless argues that the United States failed to meet its burden of demonstrating that the Government of the Virgin Islands received some type of specific beneficial interest from the federal funds to satisfy § 666’s jurisdictional requirements. We find this argument to be without merit.

In Fischer v. United States, the Supreme Court found § 666 to be constitutional as applied where the identified benefit was far more attenuated than the one involved here. There, the federal funds received by healthcare providers were Medicaid reimbursement payments made by the federal government to the providers in exchange for services rendered to Medicaid and Medicare recipients. Rejecting the notion that the patients—as opposed to the service providers—received the only “benefit” under the program, the Court stated that the service providers “derive significant advantage by satisfying the participation standards imposed by the Government. These advantages constitute benefits within the meaning of the federal bribery statute.” The Fischer Court also emphasized that § 666 is “expansive ... both as to the [conduct] forbidden and the entities covered.” Thus, the Fischer Court read the statute to reveal Congress’s “expansive, unambiguous intent to ensure the integrity of organizations participating in federal assistance programs.”

Here, as the District Court noted, the link to a benefit is fairly direct. The Government of the Virgin Islands received $150 million per year during the time that Willis was Executive Director. Those funds, paid directly by the federal government, significantly supported the Government of the Virgin Islands during that period. In consequence, we find Willis’s argument that the Virgin Islands did not receive a “benefit” within the meaning of § 666 completely unavailing.

Because we conclude that all of Willis’s challenges to the applicability of § 666 lack merit, we will therefore affirm the District Court’s denial of Willis’s judgment of acquittal as to Counts One and Three.

C. Section 666 does not violate the Tenth Amendment or the Spending Clause.

Willis also challenges his conviction under § 666 on Tenth Amendment and Spending Clause grounds. Willis claims that, to permit the application of § 666 as to his conduct in these circumstances would “transform § 666 into a general police power,” in violation of the Tenth Amendment. He further claims that the application of § 666 to his conduct would exceed Congress’s power under the Spending Clause. He is wrong.

First, the Tenth Amendment reserves certain powers to “the States,” but it has never been extended to the Virgin Islands. In fact, as the United States again correctly points out, the Revised Organic Act of 1954, which dictates the limits of constitutional protection afforded to the territory, incorporates only the first nine amendments and not the Tenth Amendment. At least one other court has also explicitly stated that “[t]he limits of the Tenth Amendment do not apply to” a constitutional territory because the territory’s “powers are not ‘[those] reserved to the States’ but those specifically granted to it by Congress under its constitution.” We agree that the Tenth Amendment does not apply here and therefore reject Willis’s argument.

Willis also claims that to apply § 666 to his conduct would “exceed the proper bounds of Congress under the spending clause.” Under the Spending Clause, Congress has the power to “appropriate federal moneys to promote the general welfare, Art. I, § 8, cl. 1, and it has corresponding authority under the Necessary and Proper Clause, Art. I, § 8, cl. 18, to see to it that taxpayer dollars appropriated under that power are in fact spent for the general welfare.” With respect to those powers, in Sabri v. United States, the Supreme Court noted that the enactment of § 666 was “an instance of necessary and proper legislation” to execute Congress’s spending power, especially in light of the fact that “other legislation had failed to protect federal interests.” Willis’s Spending Clause argument is thus foreclosed by Supreme Court precedent.

D. The District Court properly admitted evidence of Willis’s prior acceptance of bribes.

Finally, Willis contends that the District Court erred in denying his motion to exclude certain prior-act evidence under Federal Rule of Evidence 404(b). Rule 404(b) provides that evidence of other crimes, wrongs, or acts is not admissible to prove character or demonstrate action in conformity with those acts. Prior-act evidence, though, may be admitted “for another purpose, such as proving motive, opportunity, intent, preparation, plan, knowledge, identity, absence of mistake, or lack of accident.” To be admissible, prior-act evidence must satisfy the test set forth in Huddleston v. United States. As the Supreme Court stated there, the proffered evidence must be: (1) offered for a proper purpose under Rule 404(b)(2); (2) relevant to that purpose; (3) sufficiently probative under the Rule 408 balancing requirement; and (4) accompanied by a limiting instruction, if requested. We have also emphasized that the proffered evidence must fit “into a chain of logical inferences, no link of which may be the inference that the defendant has the propensity to commit the crime charged.”

Willis’s defense at trial was that he did not know that the money he solicited and received from contractors constituted bribes and instead understood them to be loans. The United States offered evidence that Willis had accepted a kickback bribe from Williams when Willis was the Director of the Virgin Islands Bureau of Internal Revenue, in exchange for lifting a lien on Williams’s bank account. The United States offered this evidence to demonstrate that Willis was not mistaken about the nature of the transactions involved in the Legislature’s renovation and fully intended to accept bribes and commit extortion. The prior-acts were also offered as evidence of motive and knowledge.

Contrary to Willis’s assertion, there was a strong nexus between this evidence and his state of mind, his intent, his knowledge, and the absence of any mistake about the transactions. This evidence showed that he knew that these payments were not loans, that they were not gifts, and that he intended to accept cash in exchange for handing out more government contract work. Moreover, the record reveals that the District Court discussed the issues substantially with the parties, accepted submissions from them, and further engaged with them at a pretrial omnibus hearing before ruling on the admission of the evidence. Before admitting the evidence, the court also provided a specific limiting instruction to the jury as a prophylactic measure against any tendency by the. jury to consider the evidence for improper purposes. Consequently, we conclude that the District Court did not abuse its discretion by admitting evidence of Willis’s prior conduct.

III. Conclusion

For these reasons, and those set forth in the District Court’s thorough and persuasive opinion, we will affirm the judgment of the District Court.

      . (Willis Br. 13.)

      . The District Court had jurisdiction under 18 U.S.C. § 3241. We have jurisdiction under 28 U.S.C. § 1291.

      . (J.A. 390.)

      . (Id.)

      .(J.A. 621.)

      . Benjamin’s testimony was ambiguous and conflicting as to whether or not those funds included only local funds or both local and federal funds. (J.A. 464-65) (stating that annual budget for the Legislature consisted of "local funds,” but then claiming that the money was "appropriated” from "federal funds”).

      . We exercise plenary review over a challenge to the sufficiency of an indictment. United States v. Bansal, 663 F.3d 634, 656 (3d Cir. 2011).

      . United States v. Sun-Diamond Growers of Cal., 526 U.S. 398, 404-05, 119 S.Ct. 1402, 143 L.Ed.2d 576 (1999) (emphasis omitted).

      . 870 F.2d 109, 112 (3d Cir. 1989) (internal quotation marks, alterations, and citation omitted).

      . Rankin, 870 F.2d at 112.

      . United States v. Vitillo, 490 F.3d 314, 324 (3d Cir. 2007) (internal quotation marks omitted).

      . See 18 U.S.C. § 666; United States v. Cicco, 938 F.2d 441, 444 (3d Cir. 1991).

      . See United States v. Andrews, 681 F.3d 509, 527 (3d Cir. 2012) ("We have never decided whether § 666(a)(2) requires proof of a quid pro quo....”).

      . Sun-Diamond, 526 U.S. at 404-05, 119 S.Ct. 1402.

      . United States v. Stock, 728 F.3d 287, 292 (3d Cir. 2013) (internal quotation marks and citation omitted).

      . Id. (quoting United States v. Panarella, 277 F.3d 678, 685 (3d Cir. 2002), abrogated on other grounds as recognized in United States v. Wright, 665 F.3d 560, 567 (3d Cir. 2012)).

      .We note that many of our sister circuits are split over this question. Compare United States v. Redzic, 627 F.3d 683, 692 (8th Cir. 2010) (requiring a quid pro quo), United States v. Ganim, 510 F.3d 134, 148-50 (2d Cir, 2007) (same, on plain-error review), and United States v. Jennings, 160 F.3d 1006, 1020-22 (4th Cir. 1998) (finding plain error but affirming the conviction where the jury instruction omitted a quid pro quo element), with United States v. McNair, 605 F.3d 1152, 1187-88 (11th Cir. 2010) (no quid pro quo required), United States v. Abbey, 560 F.3d 513, 520-21 (6th Cir. 2009) (same), and United States v. Gee, 432 F.3d 713, 714-15 (7th Cir. 2005) (same). “And to some extent, confusion reigns in this area because courts often use the term quid pro quo to describe an exchange other than a particular item of value for a particular action.” McNair, 605 F.3d at 1190.

      . 18 U.S.C. § 666(a).

      . (J.A. 76.) (emphasis added).

      . (J.A. 78.) (emphasis added).

      . We exercise plenary review over a district court’s grant or denial of a motion for judgment of acquittal based on the sufficiency of the evidence. United States v. Brodie, 403 F.3d 123, 133 (3d Cir. 2005). A judgment of acquittal is appropriate under Federal Rule of Criminal Procedure 29 if, after reviewing the record in a light most favorable to the prosecution, we determine that no rational jury could have found proof of guilt beyond a reasonable doubt. United States v. Bobb, 471 F.3d 491, 494 (3d Cir. 2006); see also United States v. Smith, 294 F.3d 473, 476 (3d Cir. 2002) (stating that, in addressing a Rule 29 • motion, a district court must " 'review the record in the light most favorable to the prosecution to determine whether any rational trier of fact could have found proof of guilt beyond a reasonable doubt based on the available evidence’ ” (quoting United States v. Wolfe, 245 F.3d 257, 262 (3d Cir. 2001))).

      . 18 U.S.C. § 666.

      . Id.

      . S. Rep. No. 98-225, at 369-70 (1984), as reprinted in 1984 U.S.C.C.A.N. 3182, 3510.

      . Id. at 369.

      . See Vitillo, 490 F.3d at 321 (stating that § 666 is "broad in scope, as that statute seeks to ensure the integrity of vast quantities of federal funds (citation and internal quotation omitted)).

      . 63 F.3d 459, 463 (6th Cir. 1995),

      . 522 U.S. 52, 118 S.Ct. 469, 139 L.Ed.2d 352 (1997).

      . Id. at 55-56, 118 S.Ct. 469.

      . Id. at 56, 118 S.Ct. 469.

      . 541 U.S. 600, 124 S.Ct. 1941, 158 L.Ed.2d 891 (2004).

      . Id. at 607, 124 S.Ct. 1941.

      . Id. at 600-01, 124 S.Ct. 1941.

      . Id. at 601, 124 S.Ct. 1941.

      . 722 F.3d 1 (1st Cir. 2013).

      . Id. at 10-12.

      . 18 U.S.C. § 666.

      . 18 U.S.C. § 666(d)(1).

      . Id.

      . (J.A. 470.)

      . 722 F.3d at 9.

      . (Willis Br. 29.)

      . 18 U.S.C. § 666(b).

      . 529 U.S. 667, 120 S.Ct. 1780, 146 L.Ed.2d 707 (2000),

      . Id. at 680, 120 S.Ct. 1780.

      . Id.

      . Id.

      . Id. (citing Salinas, 522 U.S. at 56, 118 S.Ct. 469).

      . Id.

      . (Willis Br. 16.)

      . (Id.)

      . 48 U.S.C. § 1561.

      . Franklin Cal. Tax-Free Trust v. Puerto Rico, 805 F.3d 322, 344 (1st Cir. 2015) (quoting U.S. Const. art. IV, § 3, cl. 2; amend. X), aff’d, — U.S. —, 136 S.Ct. 1938, 195 L.Ed.2d 298 (2016).

      . (Willis Br. 32.)

      . Sabri v. United States, 541 U.S. 600, 605, 124 S.Ct. 1941, 158 L.Ed.2d 891 (2004).

      . Id. at 607, 124 S.Ct. 1941.

      . We review the District Court’s evidentiary rulings principally for abuse of discretion. United States v. Kolodesh, 787 F.3d 224, 234 n.12 (3d Cir. 2015), cert. denied, - U.S. -, 136 S.Ct. 281, 193 L.Ed.2d 205 (2016). To demonstrate an abuse of discretion, Willis must show the district court’s action was "arbitrary, fanciful or clearly unreasonable.” United States v. Starnes, 583 F.3d 196, 214 (3d Cir. 2009).

      . Fed. R. Evid. 404(b)(1).

      . Fed. R. Evid. 404(b)(2).

      . 485 U.S. 681, 108 S.Ct. 1496, 99 L.Ed.2d 771 (1988).

      . Id. at 691-92, 108 S.Ct. 1496.

      . United States v. Green, 617 F.3d 233, 250 (3d Cir. 2010) (citing United States v. Himelwright, 42 F.3d 777, 782 (3d Cir. 1994)).

      . We have thoroughly reviewed all of Willis’s remaining arguments, including his Commerce Clause challenge to his conviction of Hobbs Act extortion under 18 U.S.C. § 1951(a), and find them to be without merit.


source: Caselaw Access Project

author: PER CURIAM.

license: Public Domain

text:
    Robert POLSKY; Lisa Polsky, Appellants v. UNITED STATES of America
    No. 15-2232
    United States Court of Appeals, Third Circuit.
    Submitted Pursuant to Third Circuit LAR 34.1(a) November 25, 2016
    (Opinion Filed: December 15, 2016)

      Robert Polsky, Lisa Polsky, 9 Jody Drive, Plymouth Meeting, PA 19462, Pro Se
    Karen G. Gregory, Esq., John A. Nolet, Esq,, Joan I. Oppenheimer, Esq., United States Department of Justice, Tax Division, 950 Pennsylvania Avenue, N.W., P.O. Box 502, Washington, DC 20044, Beatriz T. Saiz, Esq., E. Christopher Lambert, Esq., United States Department of Justice, Tax Division, P.O. Box 227, Ben Franklin Station, Washington, DC 20044, Counsel for Appellee United States of America
    Before: SHWARTZ, COWEN, and FUENTES, Circuit Judges
   OPINION OF THE COURT

PER CURIAM.

Robert and Lisa Polsky, the parents of a permanently disabled daughter, claimed a child tax credit on their 2010 and 2011 income taxes. However, the Internal Revenue Service (IRS) disallowed • the credit because the Polskys’ daughter was too old to qualify for it.

After a few false starts, the Polskys challenged the disallowance of the credit by bringing suit in the United States District Court for the Eastern District of Pennsylvania. They argued that the tax credit’s definition of “qualifying child,” which has an age cap, incorporates by reference a different section of the Internal Revenue Code that has no age cap at ah for a person who is permanently disabled. The Polskys contended. that this second definition of “qualifying child” overrides the age cap in the child tax credit.

In granting the IRS’s motion to dismiss, the District Court held that the plain language of the Code supported the IRS’s position: the age cap of the child tax credit section of the Code controlled, and the credit was therefore properly denied. Having reviewed the interplay between the two sections of the Code, we agree with the District Court and, for the reasons set forth below, will affirm its judgment.

L

After the Polskys attempted to claim the child tax credit for the 2010 and 2011 tax years, the IRS issued them a notice of a “mathematical or clerical error” disallowing the credit because their daughter was older than 17. In response, the Polskys submitted amended returns, specifically requesting that the IRS review whether their daughter qualified for the tax credit. According to the Polskys, the IRS refused to rule on the amended returns because they were substantially the same as the original returns. The Polskys next filed a petition in the Tax Court. The Tax Court dismissed the petition, however, because the IRS had not issued a notice of deficiency. See United States v. Mellon Bank, N.A., 545 F.2d 869, 873 n.10 (3d Cir. 1976) (“[A] notice of deficiency is a jurisdictional prerequisite for a taxpayer’s suit in the Tax Court.”).

In 2014, the Polskys, who have been pro se throughout, filed an action in the District Court, alleging that the IRS erroneously disallowed the child tax-credit and violated their due process rights by-preventing them from challenging the disal-lowance in Tax Court. The United States filed' a motion to dismiss, which the District Court granted. In particular, the District Court held that the tax credit is unavailable when the child has attained age 17 and that the Polskys failed to state a constitutional due process claim. Polsky v. Werfel, 87 F.Supp.3d 748, 758-60, 763-66 (E.D. Pa. 2015). The Polskys appealed.

II.

The child tax credit, 26 U.S.C. § 24, allows certain taxpayers to claim a credit against tax liability for each qualifying child. A “qualifying child” means “a qualifying child of the taxpayer (as defined in section 152(c)) who has not attained age 17.” 26 U.S.C. § 24(c)(1) (emphasis added).

The Polskys did not dispute that their daughter was over 17 in 2010 and 2011. Instead, they argued that they are entitled to the child tax credit regardless of their daughter’s age because she meets the requirements of 26 U.S.C. § 152(c), which § 24(c)(1) incorporates by reference. Section 152(c) defines “qualifying child” for purposes of a taxpayer’s dependency deductions and provides an exception to its own age requirements for an individual who is “permanently and totally disabled.” 26 U.S.C. § 152(c)(3)(B).

IIL

We agree with the District Court that the Polskys are not entitled to a child tax credit for their disabled daughter. The age-cap exception in § 152(c)(3) does not supplant the separate age limitation in § 24(c)(1). See Cushman v. Trans Union Corp., 115 F.3d 220, 225 (3d Cir. 1997) (stating that, as a general rule of statutory construction, “[w]e strive to avoid a result that would render statutory language superfluous, meaningless, or irrelevant”). To the contrary, under the plain and unambiguous language of the Internal Revenue Code, the age limitation for the child tax credit in § 24(c)(1) effectively overrides the age requirements and exception for claiming a child as a dependent that are found in § 152(c)(3). As the District Court correctly explained:

Section 24 imports the basic qualifications from § 152(c), and adds an age limitation of seventeen years.... The age restriction in § 24(c)(1) is intended to end the tax credit when the child reaches seventeen years of age. In contrast, the special rule applicable to permanently and totally disabled dependents in § 152(c)(3)(B) is calculated to extend the tax deduction as long as the child is disabled. Therefore, the taxpayer can take a dependent deduction regardless of the child’s age as long as the child is permanently and totally disabled, but cannot receive a tax credit for a disabled child who, by the close of the taxable year, was seventeen years of age.

Polsky, 87 F.Supp.3d at 759. In other words, the child tax credit is available only when the “qualifying child” meets the nonage-related requirements of § 152(c) and “has not attained age 17.” 26 U.S.C. § 24(c)(1). Because the Polskys’ daughter was over 17 during the relevant tax years, they are not entitled to the child tax credit.

The Polskys also argued that the IRS violated their due process rights by failing to issue a notice of deficiency, which would have allowed them to seek redress in the Tax Court. As a basis for this claim, the Polskys relied on 42 U.S.C. § 1983. That provision, however, does not apply to federal actors, such as IRS employees. Brown v. Philip Morris Inc., 250 F.3d 789, 800 (3d Cir. 2001) (“It is well established that liability under § 1983 will not attach for actions taken under color of federal law.”). In addition, neither the IRS nor the United States can be sued under § 1983. See Accardi v. United States, 435 F.2d 1239, 1241 (3d Cir. 1970) (holding that “[t]he United States and other governmental entities are not ‘persons’ within the meaning of Section 1983”). We have also held that an action under Bivens v. Six Unknown Named Agents of Federal Bureau of Narcotics, 403 U.S. 388, 91 S.Ct. 1999, 29 L.Ed.2d 619 (1971), “which is the federal equivalent of the § 1983 cause of action against state actors,” Brown, 250 F.3d at 800, “should not be inferred to permit suits against IRS agents accused of violating a taxpayer’s constitutional rights.” Shreiber v. Mastrogiovanni, 214 F.3d 148, 152 (3d Cir. 2000).

In any event, we agree with the District Court that the Polskys’ due process rights were not violated. Although they could not bring their claims in the Tax Court, see 26 U.S.C. § 6213(b)(1) (providing that when a return contains a mathematical error, the taxpayer has no right to file a petition with the Tax Court), the Polskys’ due process rights were protected by their ability under 26 U.S.C. § 7422 to sue for a refund. See Zernial v. United States, 714 F.2d 431, 435 (5th Cir. 1983) (per curiam) (“The refund claim procedure provided in section 7422 adequately protects ... due process rights.”).

IV.

For the foregoing reasons, we will affirm the order of the District Court.

      . See 26 U.S.C, § 6213(g)(2).

      . The Polskys labeled their filing as a “class action" complaint and named Daniel I. Wer-fel, the IRS’s Acting Commissioner, as the sole defendant. They also moved for class certification. Contrary to the Polskys’ argument on appeal, the District Court permissibly evaluated the United States’ motion to dismiss before ruling on class certification. See Greenlee Cty., Ariz v. United States, 487 F.3d 871, 880 (Fed. Cir. 2007) (recognizing that courts can grant a motion to dismiss without addressing class certification); Searles v. Se. Pa. Transp. Auth., 990 F.2d 789, 790 n.1, 794 (3d Cir. 1993) (affirming order granting motion to dismiss for failure to state a claim, while noting that the "district court did not rule on the class certification because it ultimately concluded that plaintiff failed to state a claim”); see also 3 William B. Rubenstein, Newberg on Class Actions § 7:9 (5th ed. 2013) ("Given the early nature of most motions to dismiss, courts will often handle them prior to deciding a motion for class certification.’’). We note that courts have questioned whether laymen pro se litigants may represent a class. See Fymbo v. State Farm Fire & Cas. Co., 213 F.3d 1320, 1321 (10th Cir. 2000) (holding that the district court did not abuse its discretion by deciding that an unincarcer-ated pro se litigant was not an adequate class representative). The District Court also properly substituted the United States for Acting Commissioner Werfel. See 26 U.S.C. § 7422(f)(1)-(2) (providing that a suit seeking a tax refund must be brought against only the United States, not its officers or employees, while allowing party substitution via court-ordered amendment of the pleadings); Polsky v. Werfel, 87 F.Supp.3d 748, 756-57 (E.D. Pa. 2015) (treating the action as a refund suit ”[b]ecause the jurisdictional and procedural requirements for filing a refund suit are satisfied”).

      . We have appellate jurisdiction under 28 U.S.C. § 1291 and exercise plenary review over the order granting the United States’ motion to dismiss. See Cooper v. Comm’r, 718 F.3d 216, 220 n.5 (3d Cir. 2013). "To survive a motion to dismiss, a complaint must contain sufficient factual matter, accepted as true, to state a claim to relief that is plausible on its face.” Ashcroft v. Iqbal, 556 U.S. 662, 678, 129 S.Ct. 1937, 173 L.Ed.2d 868 (2009) (internal quotation marks omitted).

      . Generally, with respect to the dependency deduction, a qualifying child must be under the age of 19 or a student under the age of 24. See 26 U.S.C. § 152(c)(3)(A). In addition, § 152(c)(1) includes requirements pertaining to the child’s relationship with the taxpayer, principal place of abode, percentage of self-support, and joint filing status.

      . We deny the Polskys’ motions “to consider new evidence” and “to consider additional new evidence.” Our review is limited to whether the dismissal of the complaint "was correct in light of the facts pleaded in the complaint.” Maio v. Aetna, Inc., 221 F.3d 472, 482 (3d Cir. 2000); see also Harris v. City of Philo., 33 F.3d 840, 845 (3d Cir. 1994) (noting that issues raised for the first time on appeal will not be considered).


author: DUNCAN, Circuit Judge:

text:
    Dawn J. BENNETT; Bennett Group Financial Services, LLC, Plaintiffs-Appellants, v. U.S. SECURITIES AND EXCHANGE COMMISSION, Defendant-Appellee.
    No. 15-2584
    United States Court of Appeals, Fourth Circuit.
    Argued: October 28, 2016
    Decided: December 16, 2016

      ARGUED: Andrew Joseph Morris, MORVILLO LLP, Washington, D.C., for Appellants. Melissa N. Patterson, UNITED STATES DEPARTMENT OF JUSTICE, Washington, D.C., for Appellee. ON BRIEF: Gregory Morvillo, Eugene Ingog-lia, Ellen M. Murphy, MORVILLO LLP, New York, New York, for Appellants. Benjamin C. Mizer, Principal Deputy Assistant Attorney General, Beth S. Brinkmann, Deputy Assistant Attorney General, Mark B. Stern, Mark R. Freeman, Megan Barbero, Daniel Aguilar, Tyce R. Walters, Civil Division, UNITED STATES DEPARTMENT OF JUSTICE, Washington, D.C.; Rod J. Rosenstein, United States Attorney, OFFICE OF THE UNITED STATES ATTORNEY, Baltimore, Maryland, for Appellee.
    Before MOTZ, KING, and DUNCAN, Circuit Judges.
   Affirmed by published opinion. Judge DUNCAN wrote the opinion, in which Judge MOTZ and Judge KING joined.

DUNCAN, Circuit Judge:

Dawn Bennett and her firm, Bennett Group Financial Services, LLC, (collectively, “Bennett”) appeal the district court’s dismissal on jurisdictional grounds of her suit challenging the constitutionality of the administrative enforcement proceeding that the Securities and Exchange Commission (“SEC” or “Commission”) brought against her. For the following reasons, we join the Second, Seventh, Eleventh, and D.C. Circuits that have addressed the issue, and affirm.

I.

A.

Congress has authorized the Commission to address potential violations of the federal securities laws, including the Securities Exchange Act of 1934 (“Exchange Act”), 15 U.S.C. § 78a et seq., either by filing an enforcement action in federal district court or by instituting an administrative proceeding. See, e.g., 15 U.S.C. §§ 78u(d), 78u-1(a)(1), 78u-3. Congress further authorized the SEC to delegate its adjudicative functions to an administrative law judge (“ALJ”), while “retaining] a discretionary right to review the action of any such” ALJ on “its own initiative” or at a party’s request. Id. § 78d-1(a)-(b). The SEC implemented this framework through its Rules of Practice. See 17 C.F.R. § 201.110. When the Commission initially assigns enforcement proceedings to an ALJ, the ALJ holds a hearing and makes an initial decision, which the respondent may appeal by petitioning for review before the full Commission. Id. §§ 201.360(a)(1), 201.410(a). The Commission reviews the ALJ’s initial decision de novo and may take additional evidence. See id. §§ 201.410, 201.411(a), 201.452; see also Jarkesy v. SEC, 803 F.3d 9, 13 (D.C. Cir. 2015). Whether or not a party seeks further administrative review, the Commission alone—not the ALJ—has the authority to issue the agency’s final decision in the proceeding. 17 C.F.R. § 201.360(d)(2).

In the Exchange Act, Congress has provided that judicial review of administrative enforcement proceedings shall be available directly in the appropriate court of appeals. 15 U.S.C. § 78y(a)(l). When an aggrieved person files a petition, the jurisdiction of the court of appeals becomes exclusive. Id. 78y(a)(3). For judicial review of final Commission orders, the Exchange Act specifies what constitutes the agency record, id. § 78y(a)(2), the standard of review, id. § 78y(a)(4), and the process for seeking a stay of the Commission order either before the Commission or in the court of appeals, id. § 78y(c)(2). Against this background, we turn to the present dispute.

B.

Dawn Bennett founded Bennett Group Financial Sendees, LLC as an independent investment firm around 2006. Around January 2012, the Commission began investigating Bennett and her firm.

On September 9, 2015, the Commission instituted an administrative proceeding against Bennett to determine whether, as the SEC’s Division of Enforcement alleged, Bennett had violated the antifraud provisions of the federal securities laws by materially misstating the amount of assets managed for investors, materially misstating investor performance, and failing to adopt and implement adequate written policies for calculating and advertising assets managed and investment returns. In re Bennett Grp. Fin. Servs., LLC, Exchange Act Release No. 75864, 2015 WL 5243888 (Sept. 9, 2015) (order instituting proceedings). The proceedings sought to determine whether Bennett’s conduct warranted disgorgement, civil monetary penalties, a cease-and-desist order, and a securities industry bar. Id. at *9-10. The Commission assigned the initial stages of the proceeding to an ALJ. Id. at *10. The ALJ scheduled a hearing on the merits of Bennett’s case for January 25, 2016. In re Bennett Grp. Fin. Servs., LLC, SEC Release No. 3269, 2015 WL 12766768 (Oct. 29, 2015) (ALJ scheduling order).

On October 30, 2015, Bennett filed this action in federal district court, seeking to enjoin 'the adihinistrative proceeding and a declaration that it is unconstitutional. The Complaint alleged that the SEC’s administrative enforcement proceedings violate Article II of the United States Constitution, which provides that “[t]he executive Power shall be vested in a President of the United States,” U.S. Const, art. II, § 1, cl. 1, and that “the. Congress may by Law vest the Appointment of such inferior Officers, as they think proper ... in the Heads of Departments,” id. § 2, cl. 2. Specifically, Bennett alleged that (1) ALJs count as “inferior Officers” and that the SEC’s Commissioners—collectively, a “Head” of a “Department”—failed to appoint them, and (2) those ALJs enjoy at least two levels of protection against removal, which impedes presidential supervision over their exercise of “executive Power” and thereby contravenes the separation of powers. Cf. Free Enterprise Fund v. Pub. Co. Accounting Oversight Bd., 561 U.S. 477, 492, 130 S.Ct. 3138, 177 L.Ed.2d 706 (2010).

The district court determined it lacked jurisdiction over Bennett’s case and dismissed the action on December 10, 2015. Bennett timely appealed, seeking an injunction pending appeal and expedited review. Dkt. No. 9 (Dec. 28, 2015). This court denied both requests. Dkt. No. 19 (Jan. 22, 2016).

II.

A.

We review de novo a district court’s dismissal of a complaint for lack of subject-matter jurisdiction, Nat’l Taxpayers Union v. U.S. Soc. Sec. Admin., 376 F.3d 239, 241 (4th Cir. 2004).

B.

Federal district courts generally have “original jurisdiction of all civil actions arising under the Constitution, laws, or treaties of the United States.” 28 U.S.C. § 1331; see also id. § 2201. However, Congress may expressly divest the district courts of jurisdiction over certain claims. See, e.g., Shalala v. Ill. Council on Long Term Care, Inc., 529 U.S. 1, 5, 120 S.Ct. 1084, 146 L.Ed.2d 1 (2000). Congress can also impliedly preclude jurisdiction by creating a statutory scheme of administrative adjudication and delayed judicial review in a particular court. See, e.g., Thunder Basin Coal Co. v. Reich, 510 U.S. 200, 207, 114 S.Ct. 771, 127 L.Ed.2d 29 (1994).

Three Supreme Court decisions principally inform our analysis of the inquiry presented: Thunder Basin Coal Company v. Reich, Free Enterprise Fund v. Public Accounting Oversight Board, and Elgin v. Department of the Treasury. We discuss each in turn.

c.

1.

In Thunder Basin, the Supreme Court considered a petitioner’s pre-enforcement challenge to the Federal Mine Safety and Health Amendments Act of 1977, 30 U.S.C. § 801 et seq. (“Mine Act”). 510 U.S. at 202, 114 S.Ct. 771. Thunder Basin, a coal company, objected to a Mine Act regulation that required it to post the names of certain union representatives authorized .under the statute to accompany the Secretary of Labor during physical inspections of mines. See id. at 203-04, 114 S.Ct. 771 (citing 30 C.F.R. § 40.4). Rather than seek review of the regulation through the Mine Act’s judicial-review scheme, Thunder Basin filed a lawsuit in federal district court alleging that requiring it to challenge the regulation through the statute’s judicial-review scheme violated due process. Id. at 205, 114 S.Ct. 771.

The Supreme Court rejected Thunder Basin’s argument. The Court described the Mine Act’s “detailed structure for reviewing violations of 'any mandatory health or safety standard, rule, order, or regulation promulgated’ under the Act.” Id. at 207, 114 S.Ct. 771 (quoting 30 U.S.C. § 814(a)). Under the Mine Act, a mine operator can challenge an adverse agency order before an ALJ, subject to discretionary review by the Federal Mine Safety and Health Review Commission (“MSHRC”). Id. at 207-08, 114 S.Ct. 771; 30 U.S.C. § 823(d)(1). A mine operator can petition the MSHRC to review the ALJ’s decision, or the MSHRC can direct a review at its own initiative. See 30 U.S.C. § 823(d)(1), (2)(A)(i). If the mine operator remains dissatisfied with the MSHRC’s decision, it can challenge that decision in the appropriate federal court of appeals, which exercises “exclusive” jurisdiction over such cases. 30 U.S.C. § 816(a)(1); see also Thunder Basin, 510 U.S. at 208, 114 S.Ct. 771.

In reviewing the statutory scheme, the Court further noted that Congress demonstrated its ability to preserve district-court jurisdiction in limited circumstances: the Mine Act expressly authorizes district-court jurisdiction over actions by the Secretary of Labor to enjoin habitual violations and coerce páyment of civil penalties; by contrast, “[m]ine operators enjoy no corresponding right but are to complain to the Commission and then to the court of appeals.” Thunder Basin, 510 U.S. at 209, 114 S.Ct. 771 (footnote omitted). Based on the “comprehensive review process,” the Court found that congressional intent to preclude district-court jurisdiction over pre-enforcement claims was “fairly discernible.” Id. at 208, 216, 114 S.Ct. 771. Moreover, the Court concluded that “petitioner’s statutory and constitutional claims”— even a constitutional claim that challenged the legitimacy of the administrative process itself—could be “meaningfully addressed in the Court of Appeals.” Id. at 215, 114 S.Ct. 771.

2.

Several years later, in Free Enterprise, the Supreme Court- considered whether a district court could exercise jurisdiction over another pre-enforcement challenge— an Article II challenge to the Public Company Accounting Oversight Board (“PCAOB” or “Board”)—despite the Exchange Act’s judicial-review provision found at 15 U.S.C. § 78y. 561 U.S. at 489, 130 S.Ct; 3138. The Board is a government-created -private, nonprofit corporation that supervises accounting firms under the SEC’s oversight. Under the Sarbanes-Oxley Act of 2002, Pub. L. No. 107-204, 116 Stat. 745 (codified as amended in scattered sections of 15 U.S.C.), the SEC would appoint the PCAOB’s five members, and only some of the Board’s .actions required SEC approval. Free Enterprise, 561 U.S. at 489-90, 130 S.Ct. 3138. The statute’s judicial-review scheme provided for review of the- Commission’s final rules and orders, such as sanctions imposed following administrative adjudication, but offered no path to judicial review for Board actions that did not require SEC approval. See id.

In Free Enterprise, the Board “inspected [an accounting] firm, released a report critical of its auditing procedures, and began a formal investigation” of its practices. Id. at 487, 130 S.Ct. 3138. Under the statute, none of those regulatory actions would .result in a Commission rule or order, and so could not trigger a path to judicial review under § 78y. See id. at 489-90, 130 S.Ct. 3138. Petitioners sued in federal district court, arguing that the Board contravened the separation of powers, because Board members enjoyed two layers of for-cause removal that impeded presidential supervision of executive power, and the Appointments Clause, because Board members were officers that required presidential appointment and Senate advice and consent. Id. at 487-88, 130 S.Ct. 3138. Petitioners sought an injunction preventing the Board from exercising its powers, and a declaration that it was unconstitutional. Id. at 487, 130 S.Ct 3138.

The Free Enterprise Court held that § 78y did not preclude the district court from exercising jurisdiction on the facts presented. Id. at 491, 130 S.Ct. 3138. Because the Board' had not undertaken regulatory action that would yield a reviewable Commission order or rule, the petitioners would have had to “challenge a Board rule at random” or “bet the farm” by voluntarily incurring a sanction in order to trigger § 78/3 mechanism for administrative and judicial review. Id. at 490, 130 S.Ct. 3138 (citation omitted). The Court concluded that this was not a “ ‘meaningful’ avenue of relief.” Id. at 491, 130 S.Ct. 3138 (quoting Thunder Basin, 510 U.S. at 212, 114 S.Ct. 771). The Court also noted that the petitioner’s constitutional challenge was “ ‘collateral- to any Commission orders or rules from which review might be sought,” and “outside the Commission’s competence and expertise” because it did not involve technical considerations or fact-bound inquiries. Id. at 490, 491, 130 S.Ct. 3138. Therefore, the Court held that § 78y did not strip the district court of jurisdiction over petitioners’ claims.

3.

In Elgin, the last decision in our trilogy, federal employees’ failure to comply with a federal statute prompted then- discharge from government agencies. Elgin v. Dep’t of Treas., 567 U.S. 1, 132 S.Ct. 2126, 2131, 183 L.Ed.2d 1 (2012). Elgin, one of -the employees, appealed his dismissal to the Merit Systems Protection Board (“MSPB”) pursuant to a “comprehensive system” for resolving personnel decisions involving federal employees established by Congress in the Civil Service Reform Act of. 1978 (“CSRA”). Id. at 2130 (quoting United States v. Fausto, 484 U.S. 439, 455, 108 S.Ct. 668, 98 L.Ed.2d 830 (1988)). That process requires adjudication first before the MSPB, subject to review in the Federal Circuit, which has exclusive jurisdiction over such appeals. Id. at 2130-31. Before the administrative process had concluded, however, Elgin joined a suit in federal district court in which petitioners argued that the statutes providing the basis for their discharge were unconstitutional. Id. at 2131.

The Elgin Court held that the CSRA precluded district-court jurisdiction over petitioners’ claims. Id. at 2130. After reviewing the “painstaking detail” of the CSRA’s provisions for federal employees to obtain judicial review of adverse employment actions, the Court concluded that Congress evinced a “fairly discernible” intent to deny covered employees an additional avenue of review in district court. Id. at 2134. Significantly, the Court rejected the argument that it should carve out constitutional claims from the judicial-review scheme and allow them to proceed in district court, noting that “a jurisdictional rule based on the nature of a[ ] ... constitutional claim ... is hazy at best and incoherent at worst.” Id, at 2135.

Petitioners raised “three additional factors” to argue that their claims were not the type that Congress intended to exclude from the statute’s judicial-review scheme, but the Court disagreed on each point. Id. at 2136. First, the Court emphasized that petitioners could receive meaningful review “in the Federal Circuit, an Article III court fully competent to adjudicate” their claims. Id. at 2137. Second, the Court reasoned that petitioners’ constitutional claims were “the vehicle by which” petitioners sought to reverse the discharge orders, and thus were not “wholly collateral” to the statutory scheme. Id. at 2139-40. Third, even though the MSPB could not rule on the constitutionality of the statute, the Court noted that its expertise could “otherwise be ‘brought to bear’ ” on “many threshold questions that may accompany a constitutional claim.” Id. at 2140 (quoting Thunder Basin, 510 U.S. at 214-15, 114 S.Ct.. 771). Thus, petitioners could not proceed outside the statutory scheme and had to wait for judicial review in due course.

D.

Under Thunder Basin and its progeny, determining whether Congress has impliedly divested district-court jurisdiction over agency action involves a two-step inquiry. First, we ask whether Congress’s intent to preclude district-court jurisdiction is “fairly discernible in the statutory scheme.” Thunder Basin, 510 U.S. at 207, 114 S.Ct. 771; see also Elgin, 132 S.Ct. at 2132; Free Enterprise, 561 U.S. at 489, 130 S.Ct. 3138. This involves examining the statute’s text, structure, and purpose. Elgin, 132 S.Ct. at 2133. Second, we ask whether plaintiffs’ “claims are of the type Congress intended to be reviewed within this statutory structure.” Thunder Basin, 510 U.S. at 212, 114 S.Ct. 771; accord Elgin, 132 S.Ct. at 2136-40. At this second stage, we consider three factors. We focus on (1) whether the statutory scheme “foreclose[s] all meaningful judicial review.” Thunder Basin, 510 U.S. at 212-13, 114 S.Ct. 771; see also Elgin, 132 S.Ct. at 2132; Free Enterprise, 561 U.S. at 490-91, 130 S.Ct. 3138. We also consider (2) the extent to which the plaintiffs claims are “wholly collateral” to the statute’s review provisions, and (3) whether “agency expertise could be brought to bear on the ... questions presented.” Thunder Basin, 510 U.S. at 212, 215, 114 S.Ct. 771; see also Elgin, 132 S.Ct. at 2139-40; Free Enterprise, 561 U.S. at 490-91, 130 S.Ct. 3138. Against this background, we apply the Thunder Basin framework to the facts before us.

III.

A.

1.

At the first step of our analysis, we readily discern from the text and structure of the Exchange Act Congress’s intent to channel claims first into an administrative forum and then on appeal to a U.S. Court of Appeals. Like the Mine Act in Thunder Basin, the Exchange Act includes a comprehensive scheme that provides for judicial review in the appropriate court of appeals, with substantially the same authority to affirm, modify, enforce, or set aside final agency orders in whole or in part, as well as authority to consider new arguments, reject findings of fact, remand to adduce new evidence, and issue stays. Compare 15 U.S.C. § 78y, with 30 U.S.C. § 816(a). Moreover, Congress demonstrated it knew how to preserve district-court jurisdiction, but declined to do so: “like the Mine Act, the statute here specifically authorizes district courts to exercise jurisdiction over certain actions brought by the agency but not by private parties.” Nat’l Taxpayers Union, 376 F.3d at 243; see also Thunder Basin, 510 U.S. at 209, 114 S.Ct. 771. Compare 15 U.S.C. § 78u(d)(1), with 30 U.S.C. § 818. Our sister circuits have concluded that the provisions in the Exchange Act are “nearly identical,” Jarkesy, 803 F.3d at 16-17, and “materially indistinguishable,” Hill v. SEC, 825 F.3d 1236, 1242 (11th Cir. 2016), from the provisions in the Mine Act that the Thunder Basin Court found eliminated district-court jurisdiction. We agree. Congressional intent to deny'collateral district-court challenges is “fairly discernible” from the text and structure of the Exchange Act.

2.

Bennett advances two main arguments at Thunder Basin step one, both of which we find unpersuasive.

She first relies on language in Free Enterprise taken out of context: “The Government reads § 78y as an exclusive route to review. But the text does not expressly limit the jurisdiction that other statutes confer on district courts. See, e.g., 28 U.S.C. §§ 1331, 2201. Nor does it do so implicitly.” 561 U.S. at 489, 130 S.Ct. 3138. Bennett argues that this language is dispositive of the issue before us because she, too, asserts an Article II challenge to the agency’s authority.

Bennett reads too much into the Free Enterprise Court’s conclusion, which is distinguishable on the facts. Looking at the statutory text, the Court noted that § 78y “provides only for judicial review of Commission action, and not every Board action is encapsulated in a final Commission order or rule.” Free Enterprise, 661 U.S. at 490, 130 S.Ct. 3138. The Free Enterprise petitioners challenged the constitutionality of the Board members’ appointments before enforcement; no Board rule directly implicated petitioners’- challenge, nor had the Board issued a sanction against the petitioners. There was thus no reviewable “Commission action,” nor even a guarantee that the Board’s investigation would eventually culminate in reviewable “Commission action.” The Court reasoned that, in such circumstances, Congress would not have intended petitioners to challenge a Board rule at random or incur a sanction in order to trigger judicial review under § 78y. The Court therefore allowed petitioners’ claims against the Board to proceed outside the statutory scheme.

Here, by contrast, Bennett necessarily challenges “Commission action.” Id. The Commission has instituted an administrative disciplinary proceeding against Bennett, and she challenges the legitimacy of the ALJ presiding over .that proceeding. Unlike an inspection or investigation, a disciplinary proceeding results in a final Commission order. See 17 C.F.R. §§ 201.411(a), 201.360(d)(2). Thus, unlike the petitioners’ claims in.Free Enterprise, Bennett’s constitutional claims , “fall within the fairly discernible scope of § 78y’s review procedures” because the proceedings will result in a reviewable Commission order. Hill, 825 F.3d at 1243.

Bennett’s second textual argument fares no better. Bennett argues the Exchange Act’s saving clause, which provides that “the rights and remedies provided by this chapter shall be in addition to any and all other rights and remedies that may exist at law or in equity,” 15 U.S.C. § 78bb(a)(2), shows Congress did not intend to make the statutory remedies exclusive, and thus indicates that congressional intent to preclude district-court review of constitutional claims of the type she raises here is not “fairly discernible” from the text.

Bennett cites Abbott Laboratories v. Garner, a case in which the Supreme Court found a. similar saving clause “strongly buttressed” its conclusion that the statute had not eliminated district-court jurisdiction over a challenge to a regulation. 387 U.S. 136, 144, 87 S.Ct. 1507, 18 L.Ed.2d 681 (1967), abrogated on other grounds by Califano v. Sanders, 430 U.S. 99, 97 S.Ct. 980, 51 L.Ed.2d 192 (1977). There, however, the Court emphasized that the judicial-review provision in the statute did not cover the particular claim at issue: The statute provided “special-review procedures” to deal with technical factual determinations, id. at 144, 87 S.Ct. 1507, for “certain enumerated kinds of regulations, not encompassing those, of the kind involved” in the case, id. at 141, 87 S.Ct. 1507 (footnote omitted). Here, by contrast, the judicial-review provision in § 78y encompasses all objections to final agency action, including the constitutional objections Bennett raises. See Hill, 825 F.3d at 1244.

We conclude that Congress’s intent to preclude district-court jurisdiction is “fairly discernible” from the statutory scheme here.

B.

At the second stage of inquiry, in determining whether Bennett’s claims “are of the type Congress intended tó be reviewed within th[e] statutory structure,” we consider the three Thunder Basin factors: (1) meaningful review, (2) collateral claims, and (3) agency expertise. 510 U.S. at 212, 114 S.Ct. 771. We address each factor in turn.

1.

With respect to meaningful review, Bennett contends that post-proceeding consideration of her constitutional challenge will be meaningless under § 78y because the violation is exposure to the unconstitutional proceeding, rather than any adverse decision on the merits. Characterizing her claim as a “structural, prophylactic” challenge to the constitutionality of the forum itself, she contends that the only appropriate relief is an injunction to halt the allegedly unconstitutional administrative proceeding before it occurs. Appellants’ Br. at 26.

The Supreme Court has rejected analogous arguments. With respect to the nature of the constitutional challenge, in Thunder Basin the Court recognized that “[adjudication of the constitutionality of congressional enactments has generally been thought beyond the jurisdiction of administrative agencies,” 510 U.S. at 215, 114 S.Ct. 771 (quoting Johnson v. Robison, 415 U.S. 361, 368, 94 S.Ct. 1160, 39 L.Ed.2d 389 (1974)), but that “[t]his rule is not mandatory.” Id. The Thunder Basin Court—evaluating a similar judicial-review scheme under the Mine Act—found that petitioner’s “constitutional claims ... [could] be meaningfully addressed in the Court of Appeals,” even when the petitioner there challenged the constitutionality of the administrative process itself. 510 U.S. at 215, 114 S.Ct. 771. Moreover, the Supreme Court has similarly rejected the drawing of jurisdictional lines between agencies and federal courts based on the nature of constitutional claims. See Elgin, 132 S.Ct. at 2135-26 (noting that the line between facial, as-applied, and other constitutional challenges to statutes is “hazy at best and incoherent at worst”). Bennett fails to explain why an Appointments Clause challenge to the ALJ presiding over her proceeding differs appreciably from the contention in Thunder Basin that compelling a firm to challenge a regulation through the Mine Act’s judicial-review scheme violates due process. Both attack the legitimacy of the forum.

Relatedly, Bennett argues that an unconstitutional proceeding is, itself, the harm that she should be allowed to avoid. The burden of defending oneself in an unlawful administrative proceeding, however, does not amount to irreparable injury. FTC v. Standard Oil Co. of Cal. 449 U.S. 232, 244, 101 S.Ct. 488, 66 L.Ed.2d 416 (1980). In Standard Oil, a company sued in district court to enjoin an ongoing administrative proceeding, arguing that the entire proceeding was unlawful because the agency had initiated it without the evidentiary basis required by statute. Id. at 235, 101 S.Ct. 488. The Court concluded that Standard Oil had to first complete the administrative process before reaching a federal court, and that this scheme provided meaningful judicial review. See id. at 238, 101 S,Ct. 488. The Court emphasized that “the expense and annoyance of litigation is ‘part of the social burden of living under government.’ ” Id. at 244, 101 S.Ct. 488 (quoting Petroleum Expl, Inc. v. Pub. Serv. Comm’n, 304 U.S. 209, 222, 58 S.Ct. 834, 82 L.Ed.. 1294 (1938)). Bennett argues Standard Oil is inapposite because it did not involve a constitutional claim. But that distinction makes no material difference for assessing the meaningfulness of judicial review here, because Thunder Basin and Elgin establish that petitioners can obtain meaningful review of constitutional claims through a statutory scheme similar to the one here. Thunder Basin, 510 U.S. at 215-16, 114 S.Ct. 771; Elgin, 132 S.Ct. at 2136-39; see also Hill, 825 F.3d at 1246-47.

Furthermore, cases in which the Supreme Court has concluded that post-proceeding judicial review was not meaningful are distinguishable in critical respects. Bennett places principal reliance on Free Enterprise, where the Supreme Court held that § 78y was not an exclusive route to judicial review on the facts of that case. But unlike the plaintiffs in Free Enterprise, Bennett is already embroiled in an enforcement proceeding. To bring her challenge to the constitutionality of ALJ appointments before an Article III court, Bennett need not “bet the farm”—in fact, she need not take any. additional risks. Id. at 490, 130 S.Ct. 3138. She has already allegedly committed the actions that violate federal securities laws.

Bennett misreads Free Enterprise when she asserts that the case “applies the principle that a litigant who challenges the constitutionality of an agency forum is not required to endure the administrative process and incur a sanctions order before she has access to a court.” Reply Br. at 11. That is too broad. What animated the Court in Free Enterprise was not that a plaintiff might need to defend against a sanctions order before the agency prior to reaching federal court, but rather that the choice petitioners in that case faced—incur penalties for noncompliance or challenge a rule at random—made federal judicial review not meaningfully accessible. See 561 U.S. at 490, 130 S.Ct. 3138; see also Thunder Basin, 510 U.S. at 218, 114 S.Ct. 771. That concern is not present here, because the SEC has instituted disciplinary proceedings against Bennett and she can pursue her claims through the administrative scheme.

In short, we conclude Bennett can obtain meaningful judicial review of her constitutional claims under § 78y by proceeding in the administrative forum and raising her claims in a federal court of appeals in due course.

2.

Turning to the second Thunder Basin factor, the reference point for determining whether a claim is “wholly collateral” is not free from ambiguity. On the one hand, the Supreme Court has compared the merits of a constitutional claim to the substance of the‘charges at issue. See Eldridge, 424 U.S. at 330, 96 S.Ct. 893 (concluding that due-process claim was “entirely collateral to [the] substantive claim of entitlement”). On the other hand, the Court has considered whether a claim is “wholly collateral to [the] statute’s review provisions.” Elgin, 132 S.Ct. at 2136 (quoting Free Enterprise, 561 U.S. at 489, 130 S.Ct. 3138). Under this standard, claims are not wholly collateral when they are “the vehicle by which [petitioners] seek to reverse” agency action. Id. at 2139.

Bennett argues for the first readingHer constitutional claim is “wholly collateral” to the proceeding “because it challenges the legality of the forum itself and does not seek to affect the merits-of [the] SEC proceeding.” Appellants’ Br. at 40. At one level, this makes conceptual sense: Even if she is successful in challenging the appointment of the Commission’s ALJs, the SEC could still bring a civil enforcement action in district court on the same substantive charges.

However, we think the second reading is more faithful to the more recent Supreme Court precedent, even though it reduces the factor’s independent ' significance. Moreover, we are joined in that interpretation by several of our sister circuits that have considered the issue. See Jarkesy, 803 F.3d at 22-23; Tilton, 824 F.3d at 287-88. But see Bebo, 799 F.3d at 773-74 (declining to decide among interpretations); Hill, 825 F.3d at 1251-52 (same).

Bennett’s claim appears to be the “vehicle by which she seeks” to vacate the ALJ’s initial findings. Elgin, 132 S.Ct. at 2139: Indeed, the SEC investigated her for three years, but she did not file suit in district court until after the SEC instituted proceedings before the ALJ. Free Enterprise—which focused on whether the claim was procedurally-entwined with the proceeding—is instructive. There, “[petitioners’ general challenge to the Board [wa]s ‘collateral’ to any Commission orders or rules from which review might be sought.” See 561 U.S. at 490, 130 S.Ct. 3138. Here, by contrast, Bennett’s claim arises out of the enforcement proceeding and provides an affirmative defense. If she succeeds, Bennett will invalidate a Commission order. Therefore, her claim is not wholly collateral.

3.

The third Thunder Basin factor— agency expertise—also points toward precluding district-court jurisdiction. Bennett argues that her challenge to the constitutional sufficiency of ALJ appointments lies outside the SEC’s expertise. Free Enterprise held as much, reasoning that an Appointments Clause challenge to the PCAOB raised only “standard questions of administrative law,” rather than “fact-bound,” industry-specific, or technical inquiries on which the SEC has special “competence and expertise.” 561 U.S. at 491, 130 S.Ct. 3138. Subsequently, however, in Elgin the Supreme Court “adopted a broader conception of agency expertise in the jurisdictional context.” Tilton, 824 F.3d at 289; see also Hill, 825 F.3d at 1250-51; Bebo, 799 F.3d at 771; Jarkesy, 803 F.3d at 28-29. There, the Court held that Congress had precluded jurisdiction, reasoning that the Merit Systems Protection Board could “apply its expertise” to “threshold questions that -may accompany a-constitutional claim” against a federal statute, even when the agency disclaimed authority to resolve those constitutional claims. Elgin, 132 S.Ct. at 2140. The Court noted that the agency “might fully dispose of the case” or “alleviate constitutional concerns” by resolving “preliminary questions” or statutory questions it “routinely considers.” Id. Thus, the agency’s expertise could “be brought to bear.” Id.

The Commission could bring its expertise to bear here by concluding that the Division of Enforcement’s substantive claims are meritless, thereby fully disposing of the case before reaching the constitutional question. Indeed, the Supreme Court has emphasized that “one of the principal reasons to await the termination of agency proceedings is ‘to obviate all occasion for judicial review.’” Standard Oil, 449 U.S. at 244. n.11, 101 S.Ct. 488 (quoting McGee v. United States, 402 U.S. 479, 484, 91 S.Ct. 1565, 29 L.Ed.2d 47 (1971)). Although that may be unlikely to occur here, given that Bennett has apparently eschewed all other defenses, as a matter of law, under Elgin the agency-expertise factor points toward precluding district-court jurisdiction.

IV..

In § 78y, Congress established a comprehensive process for exclusive judicial .review of final Commission orders in the federal courts of appeals. From the text and structure of the statute, it is fairly discernible that Congress intended to channel all objections to such orders—including challenges rooted in the Appointments Clause—through the administrative adjudication and judicial review process set forth in the statute. The three Thunder Basin factors indicate that Bennett’s claims are of the type Congress intended to be reviewed within this framework. If the Commission rules against her, Bennett can obtain meaningful judicial review of her constitutional claims in a competent Article III court in due-course, The wholly collateral and agency expertise factors also point toward preclusion.

Adopting Bennett’s argument- would provide no limiting principle: Anyone could bypass the judicial-review scheme established by Congress simply by alleging a constitutional challenge and framing it as “structural,” “prophylactic,” or “preventative.” That conflicts with Elgin’s admonition that distinguishing among types of constitutional claims for jurisdictional purposes is a fool’s errand. And it conflicts with established precedent that Congress has the power to channel statutory and constitutional claims into administrative adjudication in the first instance, so long as it provides for judicial review in an Article III court. Cf. Crowell v. Benson, 285 U.S. 22, 52 S.Ct. 285, 76 L.Ed. 598 (1982). Bennett cannot short-circuit, that process.

Accordingly, the judgment of the district court is

AFFIRMED.

      . Subsequently, in its initial decision, the ALJ found that Bennett willfully violated numerous provisions of 'the securities laws, barred her from the industry, and imposed disgorgement and civil penalties collectively exceeding $4 million. Bennett Grp. Fin. Servs., LLC, Exchange Act Release No. 1033, 2016 WL 4035560, at *47-49 (ALJ July 11, 2016) (default decision). The Commission granted Bennett’s petition for review, and briefing was to be completed by November 4, 2016. Bennett Grp. Fin. Servs., LLC, Exchange Act Release No. 4491, 2016 WL 4426912 (Aug. 22, 2016).

      . Thunder Basin, 510 U.S. 200, 114 S.Ct, 771 (1994); Free Enterprise, 561 U.S. 477, 130 S.Ct. 3138 (2010); Elgin, 132 S.Ct. 2126 (2012).

      . Bennett concedes that the Thunder Basin framework governs whether the district court had jurisdiction to entertain her suit. Appellants' Br. at 8. Because we rule on jurisdictional grounds, we do not reach the merits of Bennett's claim.

      . Bennett also claims that the "painstaking detail” in the Exchange' Act’s judicial-review provision "tells us nothing about the scope of the SEC’s jurisdiction to issue .., orders.” Appellants' Br. at 24. That argument leaps ahead: we decide here whether the district court had jurisdiction, which depends on the scope of the review scheme; we do not decide the scope of the SEC’s jurisdiction or the constitutional legitimacy of ALJ ' appointments, questions that go to the merits.

      . We also note that most of the Supreme Court's reasoning in Free Enterprise centered not on the text of the statute, but on the three Thunder Basin step-two factors, which we discuss below.

      . That a statute both grants exclusive jurisdiction to a U.S. Court of Appeals to review final agency action and includes a saving clause preserving rights and remedies is not internally inconsistent, For instance, Congress may have wanted to channel all claims to a particular forum (with the judicial-review scheme) while simultaneously preserving the Commission's ability to enforce state securities laws (via the saving clause). Further, the Supreme Court has recently construed the Exchange Act’s saving clause narrowly when it found that the clause did not preserve antitrust claims. See Credit Suisse Sec. (USA) LLC v. Billing, 551 U.S. 264, 275, 127 S.Ct. 2383, 168 L,Ed.2d 145 (2007).

      . We agree with our sister circuits to have addressed the matter that meaningful judicial review is the most important factor, in the Thunder Basin analysis. See Hill, 825 F.3d at 1245 (stating that meaningful judicial review is "the most critical -thread in the case law”) (quoting Bebo v. SEC, 799 F.3d 765, 774 (7th Cir. 2015)); Tilton v. SEC, 824 F.3d 276, 282 (2d Cir. 2016) (same); see also Nat'l Taxpayers Union, 376 F.3d at 243 (concluding that the Thunder Basin Court "rested its conclusion” on the availability of meaningful judicial review), But see Jarkesy, 803 F.3d at 22 (concluding that the Thunder Basin factors are "guideposts for a holistic analysis”). This interpretation is most consistent with the Supreme Court's treatment. In Thunder Basin, the Court noted that it would uphold district-court jurisdiction "particularly where, a finding of preclusion could foreclose all meaningful judicial review.” 510 U.S. at 212-13, 114 S.Ct. 771 (emphasis added); see also Elgin, 132 S.Ct. at 2132. (emphasizing the availability of some judicial review at beginning of Thunder Basins two-step analysis); Free Enterprise, 561 U.S. at 490-91, 130 S.Ct. 3138 (focusing on petitioners' inability to meaningfully pursue their constitutional claims under the administrative scheme and discussing meaningful relief when assessing whether the claims were “wholly collateral”).

      .In her reply brief, however, Bennett suggests that her true concern is a sanction. Reply Br. at 11. If so, then Bennett's claim has even less merit for two reasons. First, contrary to her assertion, her claim does "seek to affect the merits of the SEC proceeding,” Appellants’ Br. at 40, and so is not "wholly collateral." Second, the statute's judicial-review scheme ensures "meaningful review” because a court of appeals can remedy any sanctions order. If the Commission imposes sanctions in its final order, Bennett can request a stay pending judicial review before the Commission, 17 C.F.R. § 201.401, and before the court of appeals once it obtains exclusive jurisdiction, 15 U.S.C. § 78y(c)(2). Even if Bennett fails to obtain a stay, the court of appeals can vacate a Commission order in whole. Id. § 78y(a)(3). Bennett cannot demonstrate she is likely to suffer irreparable injury while awaiting judicial review. See Thunder Basin, 510 U.S. at 218, 114 S.Ct. 771; Hill, 825 F.3datl247.

      . The Elgin Court similarly held that Congress can require plaintiffs to bring challenges to the constitutionality of statutes exclusively through the administrative scheme, even when the initial agency cannot rule on the constitutional question and the reviewing court lacks the power to conduct a hearing to find facts relevant to that determination. 132 S.Ct. at 2136-39.

      . Moreover, in analogous cases, federal courts require litigants who unsuccessfully challenge the constitutionality of the initial tribunal—including the authority of the presiding decision maker—to endure the proceeding and await possible vindication on appeal. See Tilton, 824 F.3d at 285 (discussing cases).

      . Bennett also argues that the injury is not just the expense and emotional toll of litigation, but also the "institutional integrity” of the government structure and her individual liberty interest, The cases she cites undermine these arguments. See CFTC v. Schor, 478 U.S. 833, 852, 106 S.Ct. 3245, 92 L.Ed.2d 675 (1986) (upholding scheme that “hewfedj closely to the agency model approved” previously by the Court "in Crowell v. Benson, 285 U.S. 22, 52 S.Ct. 285, 76 L.Ed. 598 (1932)”); Bond v. United States, 564 U.S. 211, 223, 131 S.Ct. 2355, 180 L.Ed.2d 269 (2011) (stating that only when individuals “suffer otherwise justiciable injury” and participate “in a proper case” may they argue a structural constitutional objection, including that the structure protecting individual liberty is compromised).

      . Bennett tries to distinguish Elgin and other similar cases denying alternative avenues of appeal by arguing that in those cases a reviewing court could provide “complete relief” by reversing the final order issued in the initial forum, whereas under the judicial-review scheme at issue here a court of appeals could never issue the injunctive relief she seeks because the proceedings would already have concluded. This argument suggests that a court of appeals’ order ruling on Bennett’s Appointments Clause claim and vacating any sanction the Commission imposes would not provide "complete relief.” That cannot be. Bennett "has no inherent right to avoid an administrative proceeding at all.” Jarkesy, 803 F.3d at 27. Bennett also assumes she is entitled to her preferred remedy—an injunction in district court. That is also incorrect. As a general matter, the Supreme Court has long recognized that Congress may substitute remedies for illegal action. Cf. Cary v. Curtis, 44 U.S. (3 How.) 236, 11 L.Ed. 576 (1845) (holding congressional statute withdrew traditional right of action against customs collectors for illegally exacted duties and that aggrieved parties were not unconstitutionally deprived of all access to the courts because common-law remedies remained); McKesson Corp. v. Div. of Alcoholic Beverages & Tobacco, Dep’t. of Bus. Regulation of Fla., 496 U.S. 18, 36-37, 110 S.Ct. 2238, 110 L.Ed.2d 17 (1990) (explaining that for unlawfully exacted taxes pre- or post-deprivation remedies satisfy due process). Thunder Basin applies this principle and says that Congress can require persons subject to administrative adjudication to pursue their claims exclusively there first before reaching an Article III court. 510 U.S. at 216, 114 S.Ct. 771. We also note that this case "does not present the ‘serious constitutional question’ that would arise if an agency statute were construed to preclude all judicial review of a constitutional claim.” Thunder Basin,- 510 U.S. at 215 n.20, 114 S.Ct. 771 (quoting Bowen v.- Mich. Acad, of Family Physicians, 476 U.S. 667, 681 n.12, 106 S.Ct. 2133, 90 L.Ed.2d 623 (1986)).

      . Other cases in which the Supreme Court has concluded that post-proceeding judicial review was not meaningful are distinguishable- because they involved proceedings that "posed a risk of some additional and irremediable harm beyond the burdens associated with the dispute resolution process.” Tilton, 824 F.3d at 286. In McNary v. Haitian Refugee Center, Inc., the Court allowed a class of undocumented aliens to raise a due-process challenge to immigration proceedings in district court, rather than pursue eventual review in a court of appeals pursuant to the statutory scheme, in part because most aliens could "ensure themselves review in courts of appeals only if they voluntarily surrendered] themselves for deportation,” a "price ... tantamount to a complete denial of judicial review for most undocumented aliens.” 498 U.S. 479, 496-97, 111 S.Ct. 888, 112 L.Ed.2d 1005 (1991). In Mathews v. Eldridge, the Court allowed a recipient of Social Security disability benefits to raise a due-process challenge to administrative exhaustion requirements in district court because “his physical condition and dependency upon the disability benefits [meant] an erroneous, termination would damage him in a way not recompensable through retroactive payments.” 424 U.S. 319, 331, 96 S.Ct. 893, 47 L.Ed.2d 18 (1976). Bennett has not shown that she will suffer similar irreparable injury.

      . Bennett argues that if she had brought a pre-enforcement challenge in district court, the SEC would have moved to dismiss ,her claim as premature. How the SEC would have responded in this situation, let alone how a court would have ruled, is an attenuated hypothetical that cannot meaningfully inform our review. The fact remains that Bennett did not bring such a challenge.

      . Neither Bennett nor her counsel appeared at the initial hearing. Bennett Grp. Fin. Servs., LLC, Exchange Act Release No. 1033, 2016 WL 4035560, at *2 (AU July 11, 2016) (default decision). Bennett does not challenge the merits or details of the specific SEC procéeding. Appellants’ Br. at 2,