David Thompson; Aaron Downing ; Jim Crawford v. Heather Hebdon

FOR PUBLICATION
UNITED STATES COURT OF APPEALS
FOR THE NINTH CIRCUIT
DAVID THOMPSON; AARON
DOWNING ; J IM CRAWFORD,
Plaintiffs-Appellants,
v.
HEATHER H EBDON, in Her Official
Capacity as the Executive Director
of the Alaska Public Offices
Commission; RICHARD S TILLIE ;
I RENE CATALONE ; ANNE HELZER;
ROBERT CLIFT ; and J IM
M CDERMOTT , in their official
capacities as members of the Alaska
Public Offices Commission,
Defendants-Appellees.
No. 17-35019
D.C. No.
3:15-cv-00218-
TMB
ORDER AND
OPINION
On Remand From the United States Supreme Court
Argued and Submitted February 22, 2021
San Francisco, California
Filed July 30, 2021
Before: Sidney R. Thomas, Chief Judge, and Consuelo M.
Callahan and Carlos T. Bea, Circuit Judges.

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2 THOMPSON V . HEBDON
Order;
Opinion by Judge Callahan;
Partial Concurrence and Partial Dissent by
Chief Judge Thomas
SUMMARY*
Civil Rights/Campaign Finance
In an action alleging that an Alaska law regulating
campaign contributions violates the First Amendment, the
panel issued an order withdrawing its opinion, filed on
November 27, 2018, and published at 909 F.3d 1027, and
replaced it with the opinion filed concurrently with the
panel’s order. On remand from the United States Supreme
Court, the panel (1) affirmed the district court’s bench trial
judgment upholding Alaska’s political party-to-party
candidate limit; (2) reversed the district court’s judgment as
to the individual-to-candidate limit, the individual-to-group
limit, and the nonresident aggregate limit; and (3) remanded
for entry of a judgment consistent with the panel’s opinion.
Plaintiffs, three individuals and a subdivision of the
Alaska Republican Party, challenged: (1) the $500 annual
limit on an individual contribution to a political candidate,
(2) the $500 limit on an individual contribution to a non-
political party group, (3) annual limits on what a political
party—including its subdivisions—may contribute to a
candidate, and (4) the annual aggregate limit on
* This summary constitutes no part of the opinion of the court. It
has been prepared by court staff for the convenience of the reader.

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THOMPSON V . HEBDON 3
contributions a candidate may accept from nonresidents of
Alaska.
The district court upheld all four provisions against a
constitutional challenge. In a prior opinion, this court
affirmed except as to the nonresident limit. On review, the
Supreme Court issued a per curiam opinion vacating
judgment and remanding the case for this court to revisit
whether the individual-to-candidate and individual-to-group
limits were consistent with the Supreme Court’s First
Amendment precedents, in particular Randall v. Sorrell, 548
U.S. 230 (2006).
The panel held that while the district court correctly held
that the political party-to-candidate limit was constitutional,
it erred under Supreme Court precedent in upholding the
individual-to-candidate limit, the individual-to-group limit,
and the nonresident aggregate limit.
In reviewing the $500 individual-to-candidate limit, the
panel examined the record independently and applied the
five-factor test outlined in Randall with an emphasis on the
“special justification” factor. The panel held that, on
balance, Alaska failed to meet its burden of showing that its
individual contribution limit was closely drawn to meet its
objectives. The panel determined that the limit significantly
restricted the amount of funds available to challengers to run
competitively against incumbents, and the already-low limit
was not indexed for inflation. Moreover, the panel held that
Alaska had not established a special justification for such a
low limit, noting that the record contained no indication that
corruption or its appearance was more serious in Alaska than
in other states.

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4 THOMPSON V . HEBDON
Similarly, Alaska had not met its burden of showing that
the $500 individual-to-group limit was closely drawn to
restrict contributors from circumventing the individual-to-
candidate limit. Like the individual-to-candidate limit, it
was not adjusted for inflation, and it was lower than limits in
other states. In any event, the panel found that because the
statute was poorly tailored to the Government’s interest in
preventing circumvention of the base limits, it
impermissibly restricted participation in the political
process.
As it did in its prior opinion, the panel upheld the $5,000
limit on the amount a political party may contribute to a
municipal candidate. The panel rejected plaintiffs’ argument
that limiting party sub-units to the $5,000 limit but not
limiting multiple labor-union PACs to the same limit was
discriminatory. The panel held that plaintiffs’
discriminatory treatment argument failed because
independent labor union PACs are not analogous to political
party sub-units. Moreover, political parties may donate
more than labor union PACs ($5,000 versus $1,000), which
undercut the basis for a direct comparison between the two
disparate sets of organizations.
Finally, as it did in its prior opinion, the panel reversed
on Alaska’s nonresident aggregate limit, which bars a
candidate from accepting more than $3,000 per year from
individuals who are not residents of Alaska. Taking the
district court’s evidentiary findings as true, the panel could
not agree that the nonresident limit targeted quid pro quo
corruption or its appearance. At most, the law aimed to curb
perceived “undue influence” of out-of-state contributors—
an interest that was no longer sufficient after Citizens United
v. Fed. Election Comm’n, 558 U.S. 310 (2010), and
McCutcheon v. Fed. Election Comm’n, 572 U.S. 185 (2014).

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THOMPSON V . HEBDON 5
Moreover, even if the panel agreed with Alaska that limiting
the inflow of contributions from out-of-state extractive
industries served an anti-corruption interest, the nonresident
aggregate limit was a poor fit.
Concurring in part and dissenting in part, Chief Judge
Thomas concurred in Section II.C of the majority opinion
because he agreed that Alaska’s $5,000 limit on a political
party’s contribution to a municipal candidate did not violate
the First Amendment. However, Chief Judge Thomas
respectfully dissented from Sections II.A, II.B, and II.D. He
would uphold Alaska’s $500 limit on individual
contributions to candidates and election-related groups.
That limit, although not indexed for inflation, passed muster
under Randall because Alaska permits political parties to
donate significantly more than $500 to candidates; Alaska
does not count volunteer services and at least some volunteer
expenses toward the $500 limit; the record does not suggest
that the $500 limit significantly restricted the amount of
funding available for challengers to run competitive
campaigns; and the record indicated that corruption (or its
appearance) was significantly more serious a problem in
Alaska than elsewhere. Moreover, Chief Judge Thomas
remained persuaded that the nonresident aggregate
contribution limit, which furthered Alaska’s important state
interests in preventing quid pro quo corruption or its
appearance and in preserving self-governance, did not
violate the First Amendment either. Accordingly, Chief
Judge Thomas would affirm the district court’s decision in
its entirety.

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6 THOMPSON V . HEBDON
COUNSEL
Erin Murphy (argued), Paul D. Clement, and Lauren N.
Beebe, Kirkland & Ellis LLP, Washington, D.C.; Kevin G.
Clarkson, Matthew C. Clarkson, Robin O. Brena, and Laura
S. Gould, Brena Bell & Walker P.C., Anchorage, Alaska; for
Plaintiffs-Appellants.
Laura Fox (argued), Senior Assistant Attorney General;
Tregarrick R. Taylor, Deputy Attorney General; Department
of Law, Anchorage, Alaska, for Defendants-Appellees.
Brian A. Sutherland, Reed Smith LLP, San Francisco,
California; M. Patrick Yingling, Reed Smith LLP, Chicago,
Illinois; Brent Ferguson and Daniel I. Weiner, Brennan
Center for Justice, New York, New York; for Amicus Curiae
Brennan Center for Justice at NYU School of Law.
Tara Malloy and Megan P. McAllen, Campaign Legal
Center, Washington, D.C., for Amicus Curiae Campaign
Legal Center.
Ronald A. Fein and John C. Bonifaz, Free Speech for People,
Newton, Massachusetts, for Amici Curiae Free Speech for
People and Professor David Fontana.
Tara Malloy, Noah B. Lindell, Megan P. McAllen, and Mark
P. Gaber, Campaign Legal Center, Washington, D.C., for
Amicus Curiae Campaign Legal Center.

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THOMPSON V . HEBDON 7
ORDER
The opinion filed on November 27, 2018, and published
at 909 F.3d 1027, is withdrawn, and replaced by the opinion
filed concurrently with this order.
OPINION
CALLAHAN, Circuit Judge:
We must decide whether an Alaska law regulating
campaign contributions violates the First Amendment. At
issue are Alaska’s limits on contributions made by
individuals to candidates, individuals to election-related
groups, and political parties to candidates, and also its limit
on the total funds a candidate may receive from out-of-state
residents. The district court upheld all four provisions
against a constitutional challenge by three individuals and a
subdivision of the Alaska Republican Party. See Thompson
v. Hebdon, 909 F.3d 1027, 1032–33 (9th Cir. 2018). In a
prior opinion, we affirmed except as to the nonresident limit.
Id. at 1031. Plaintiffs filed a petition for certiorari. See
Thompson v. Hebdon, 140 S. Ct. 348, 351 (2019). The
Supreme Court issued a per curiam opinion granting the
petition, vacating our judgment, and remanding the case for
us to “revisit” whether the individual-to-candidate and
individual-to-group limits “are consistent with [the Supreme
Court’s] First Amendment precedents,” in particular Randall
v. Sorrell, 548 U.S. 230 (2006). Id. Following remand, we
received supplemental briefs from the parties and an amicus,
and we heard oral argument. We now issue a revised
opinion. Our resolution of the challenges to the political-
party-to-candidate and nonresident limits remains the same,
affirming the district court’s decision upholding the former

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8 THOMPSON V . HEBDON
but reversing the decision upholding the latter. But we now
reverse the district court’s decision upholding the individual-
to-candidate and individual-to-group limits.
I
A
Alaska has long regulated campaign contributions to
political candidates. In 1974, Alaska enacted a statute
prohibiting individuals from contributing more than $1,000
annually to a candidate. See Alaska v. Alaska Civil Liberties
Union, 978 P.2d 597, 601 (Alaska 1999). In 1996, the
Alaska Legislature enacted a revised campaign finance law
“to restore the public’s trust in the electoral process and to
foster good government.” 1996 Alaska Sess. Laws ch. 48
§ 1(b). Among other things, the law lowered the annual limit
on contributions by individuals to a candidate from $1,000
to $500 and set a $500 limit on annual contributions by
individuals to a group that is not a political party. Id. §§ 10–
11. The law also set aggregate limits on the amount
candidates could accept from nonresidents of Alaska. In
2003, the Alaska legislature revised the 1996 law by raising
the individual-to-candidate and individual-to-group limits
from $500 to $1,000. 2003 Alaska Sess. Laws ch. 108, §§ 8–
10.
In 2006, a ballot initiative—Ballot Measure 1 (the “2006
Initiative”)—proposed a further revision of the limits. 2006
Alaska Laws Initiative Meas. 1, § 1. The 2006 Initiative,
which is the law at issue here, returned the individual-to-
candidate and individual-to-group limits to their pre-2003
levels of $500 per year. Alaska Stat. § 15.13.070(b)(1). It
also capped the amount a non-political party group could
contribute to a candidate at $1,000, restricted the amount
candidates could receive from nonresidents to $3,000 per

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THOMPSON V . HEBDON 9
year, and limited the amount a political party—including its
subdivisions—could contribute to a candidate. Alaska Stat.
§§ 15.13.070(c) & (d), 15.13.072(a)(2) & (e)(3),
15.13.400(15). The 2006 Initiative passed with 73% of the
popular vote.
B
Plaintiffs are three individuals and a subdivision of the
Alaska Republican Party. In 2015, Plaintiffs brought a First
Amendment challenge against Defendants, Alaska public
officials, targeting, as relevant to this appeal, (1) the $500
annual limit on an individual contribution to a political
candidate, (2) the $500 limit on an individual contribution to
a non-political party group, (3) annual limits on what a
political party—including its subdivisions—may contribute
to a candidate, and (4) the annual aggregate limit on
contributions a candidate may accept from nonresidents of
Alaska. Plaintiffs sought a declaratory judgment that each
of the challenged provisions is unconstitutional, a permanent
injunction prohibiting enforcement of the challenged
provisions, and costs and attorney’s fees under 42 U.S.C.
§ 1983. Thompson v. Dauphinais, 217 F. Supp. 3d 1023,
1027 (D. Alaska 2016).
Two of the Plaintiffs, Aaron Downing and Jim Crawford,
are Alaska residents who wanted to, but legally could not,
contribute more than $500 to individual candidates running
for state or municipal office. Crawford also wanted to give
more than $500 to a non-political party group. David
Thompson is a Wisconsin resident whose brother-in-law is
former Alaska State Representative Wes Keller. Thompson
sent Keller a $100 check for his campaign in 2015, but Keller
returned the check because the campaign had already hit the
$3,000 nonresident limit. Finally, District 18 is a
subdivision of the Alaska Republican Party that was limited

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10 THOMPSON V . HEBDON
in the amount it could give to Amy Demboski’s mayoral
campaign due to Alaska’s aggregate limit on the amount a
campaign can accept from a political party.
After granting Alaska’s motion for partial summary
judgment for lack of standing on certain of Plaintiffs’ claims,
the district court held a seven-day bench trial. In November
2016, the district court issued a decision rejecting all of
Thompson’s remaining claims. Thompson, 217 F. Supp. 3d
at 1027–40. Applying the intermediate scrutiny standard for
evaluating contribution limitations set forth in Montana
Right to Life Ass’n v. Eddleman, 343 F.3d 1085 (9th Cir.
2003), the district court determined that each of the four
challenged provisions was aimed at the “important state
interest” of combating quid pro quo corruption (or its
appearance) and was “closely drawn” to meet that interest.
Thompson, 217 F. Supp. 3d at 1040. Plaintiffs timely
appealed.
On appeal, our prior opinion analyzed whether those
limits furthered a “sufficiently important state interest” and
were “closely drawn” to that end. Thompson, 909 F.3d
at 1034 (quoting Eddleman, 343 F.3d at 1092) (internal
quotation marks omitted). We recognized that the Supreme
Court’s decisions in Citizens United v. Fed. Election
Comm’n, 558 U.S. 310 (2010), and McCutcheon v. Fed.
Election Comm’n, 572 U.S. 185 (2014), narrow “the type of
state interest that justifies a First Amendment intrusion on
political contributions” to combating “actual quid pro quo
corruption or its appearance.” Thompson, 909 F.3d at 1034.
We concluded that the individual-to-candidate contribution
limit “‘focuses narrowly on the state’s interest,’ ‘leaves the
contributor free to affiliate with a candidate,’ and ‘allows the
candidate to amass sufficient resources to wage an effective
campaign,’” and thus survived First Amendment scrutiny.

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THOMPSON V . HEBDON 11
Thompson, 909 F.3d at 1036–39 (quoting Eddleman,
343 F.3d at 1092) (alterations omitted). We then found the
individual-to-group contribution limit valid as a tool for
preventing circumvention of the individual-to-candidate
limit. See id. at 1039–40. We also upheld the political party-
to-candidate limit. Id. at 1040. However, we reversed as to
the nonresident limit. While we found that the first three
restrictions narrowly tailored to prevent quid pro quo
corruption or its appearance and thus did not impermissibly
infringe constitutional rights, we found that the nonresident
limit did not target an “important state interest” and therefore
violated the First Amendment. Id. at 1040–43.1
C
The Supreme Court remanded, taking issue with our
failure to apply Randall to the two $500 limits on individuals
to candidates and election-related groups.2 Thompson,
140 S. Ct. at 350. In Randall, the Supreme Court
“invalidated a Vermont law that limited individual
contributions on a per-election basis to: $400 to a candidate
for Governor, Lieutenant Governor, or other statewide
office; $300 to a candidate for state senator; and $200 to a
candidate for state representative.” See id. Justice Breyer’s
1 Chief Judge Thomas concurred in part and dissented in part.
Thompson, 909 F.3d 1027 at 1044 (Thomas, C.J., concurring in part and
dissenting in part). He agreed that Alaska’s limitations on contributions
made by individuals to candidates, individuals to election-related groups,
and political parties to candidates do not violate the First Amendment.
Id. But he would hold that the nonresident aggregate contribution limit
also does not violate the First Amendment. Id.
2 We declined to apply Randall because we believed that it was “not
binding authority because no opinion commanded a majority of the
Court.” Thompson, 909 F.3d at 1037 n.5.

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12 THOMPSON V . HEBDON
opinion for the plurality observed that “contribution limits
that are too low can . . . harm the electoral process by
preventing challengers from mounting effective campaigns
against incumbent officeholders, thereby reducing
democratic accountability.” Randall, 548 U.S. at 248–49;
see also id. at 264–65 (Kennedy, J., concurring in judgment)
(agreeing that Vermont’s limits were unconstitutional); id. at
265–73 (Thomas, J., joined by Scalia, J., concurring in
judgment) (agreeing that Vermont’s limits were
unconstitutional and arguing that such limits should be
analyzed under strict scrutiny). Justice Breyer explained that
a contribution limit that is too low can therefore “prove an
obstacle to the very electoral fairness it seeks to promote.”
Id. at 249 (plurality opinion).
Randall “identified several ‘danger signs’ about
Vermont’s law that warranted closer review.” Thompson,
140 S. Ct. at 350. In remanding this matter, the Supreme
Court found that “Alaska’s limit on campaign contributions
shares some of those characteristics” in three ways. Id.
“First, Alaska’s $500 individual-to-candidate contribution
limit is ‘substantially lower than . . . the limits [the Supreme
Court has] previously upheld.’” Id. (quoting Randall,
548 U.S. at 253). “Second, Alaska’s individual-to-candidate
contribution limit is ‘substantially lower than . . .
comparable limits in other States.’” Id. at 351 (quoting
Randall, 548 U.S. at 253). “Third, Alaska’s contribution
limit is not adjusted for inflation.” Id.
The Randall Court, after finding several danger signs,
considered “five sets of considerations” or “factors” to
determine whether Vermont’s limits were constitutional:
(1) whether the limits would significantly restrict the amount
of funding available for challengers to run competitive
campaigns; (2) whether political parties must abide by the

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THOMPSON V . HEBDON 13
same low limits that apply to individual contributors;
(3) whether volunteer services or expenses are considered
contributions that would count toward the limit; (4) whether
the limits are indexed for inflation; and (5) whether there is
any “special justification” that might warrant such low
limits. Randall, 548 U.S. at 244–62. The remand here
specifically noted the “special justification” factor for our
consideration. Thompson, 140 S. Ct. at 351.
II
“When the Government restricts speech, the
Government bears the burden of proving the
constitutionality of its actions.” McCutcheon, 572 U.S.
at 210 (citation omitted). “We review a district court’s legal
determinations, including constitutional rulings, de novo.”
Berger v. City of Seattle, 569 F.3d 1029, 1035 (9th Cir. 2009)
(en banc). “When the issue presented involves the First
Amendment . . . . [h]istorical questions of fact (such as
credibility determinations or ordinary weighing of
conflicting evidence) are reviewed for clear error, while
constitutional questions of fact (such as whether certain
restrictions create a ‘severe burden’ on an individual’s First
Amendment rights) are reviewed de novo.” Prete v.
Bradbury, 438 F.3d 949, 960 (9th Cir. 2006).
A
For the $500 individual-to-candidate limit on remand,
we “examine the record independently,” see Randall,
548 U.S. at 253, and apply the five-factor test outlined in
Randall with an emphasis on the “special justification”
factor.

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14 THOMPSON V . HEBDON
i
We begin with the first Randall factor and ask whether
Alaska’s individual-to-candidate contribution limit
“significantly restrict[s] the amount of funding available for
challengers to run competitive campaigns.” See id. This
first factor favors Plaintiffs.
Incumbent officeholders in Alaska have a number of
advantages that challengers must overcome in order to be
competitive. First, they have name-recognition.
Challengers need to expend sufficient funds from the start of
campaigns so voters even know who they are. See id. at 256
(recognizing “the typically higher costs that a challenger
must bear to overcome the name-recognition advantage
enjoyed by an incumbent”). This can be especially difficult
in Alaska’s geographically large districts or in its state-wide
races. Former Senator John Coghill testified that when he
campaigned for his senate seat, he “had to drive from North
Pole to Valdez to Glennallen to Delta, to as far as the Palmer
area, and those kinds of things just make it more expensive,”
and that “[s]ome people have to fly from village to village.”
He remembered that he had “a rural area where [he] had to
drive literally for two days to cover the district.”
Second, Alaska’s use of annual limits favors incumbents.
Alaska Stat. § 15.13.070(b)(1) (2018). General elections
occur in even-numbered years. The odd-numbered years are
known as “off-years.” Challengers tend to register to run in
election years. Their tendency not to enter political races
earlier is not necessarily conscious or negligent. Often it is
just that they are not recruited to run until the year of the
general election. It follows that challengers are often not
registered as candidates and therefore cannot raise money in
the off-years. Meanwhile, most incumbents are registered as
candidates and raise money year in and year out. Thus,

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THOMPSON V . HEBDON 15
challengers are short the contributions from those who
contributed to them during the election year but would have
also given during the off-year. For example, in the election
cycles from 2002 to 2014, challengers overwhelmingly did
not raise money in off-years, while incumbents
overwhelmingly did.
Third, challengers often have to run first in primary
elections for which they need to spend money, while
incumbents are less likely to face primary challenges, and
hence they may save that money to use against their
challengers in general elections.
One example of the convergence of these factors is the
2012 state senate race between incumbent Hollis French and
challenger Bob Bell. French raised money in the off-year
(228 contributions compared to Bell’s 0 contributions).
Then Bell entered the race the year of the general election.
He first had to spend money defeating a primary opponent,
which French did not have. In the end, French raised about
$172,000, and Bell $126,000. French won.
These advantages to incumbents raise questions as to
whether the $500 individual-to-candidate contribution limit
establishes too low a ceiling to allow challengers to launch
campaigns and continue to run against incumbents
competitively. The Supreme Court noted that this
“contribution limit is substantially lower than the limits we
have previously upheld,” and “substantially lower than
comparable limits in other States.” Thompson, 140 S. Ct.
at 351 (citations and alterations omitted). In particular,
“[o]nly five other States have any individual-to-candidate
contribution limit of $500 or less per election.” Id. (noting
that “the per-election contribution limit is comparable to
Alaska’s annual limit” because in most states “primary and
general elections count[] as separate elections”).

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16 THOMPSON V . HEBDON
“Moreover, Alaska’s $500 contribution limit applies
uniformly to all offices, including Governor and Lieutenant
Governor . . . , making Alaska’s law the most restrictive in
the country in this regard.” Id. (citations omitted). Such a
low limit “magnif[ies] the advantages of incumbency to the
point where they put challengers to a significant
disadvantage.” See Randall, 548 U.S. at 248.
The record3 and logic indicate that a low limit restricts
contributions from those who would donate more. In former
Alaska governor Tony Knowles’s first gubernatorial race in
1994, he raised $1.7 million under a $1,000 limit, but only
$1.0 million in 1998 under a $500 limit. When he ran again
in 2006 under a $1,000 limit, he again raised $1.7 million.
When the limit was $1,000, there was a 60% increase in
funds among gubernatorial candidates generally. In races
for the state House of Representatives, the average total
annual contributions to all registered candidates in the
$1,000-limit years (2003–2006) was $3.15 million, while in
the $500-limit years (2002, 2008–2014) it was around
$2.5 million, a difference of over $600,000. Applied to
challengers, the low limit here significantly restricts the
amount of funds they have to mount successful challenges
against advantaged incumbents. This is especially so
considering that in competitive campaigns in Alaska,
candidates who raise more money generally win, incumbents
3 One of Plaintiffs’ experts attempted to conduct a study to measure
lost revenue to candidates by estimating how many contributors who
donated the maximum amount would give more if they could. But by
his own admission, his analysis was flawed in certain respects and thus
both we and the district court were unable to rely on it. Thompson, 217 F.
Supp. 3d at 1035; Thompson, 909 F.3d at 1038.

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THOMPSON V . HEBDON 17
regularly raise more than challengers, and indeed
incumbents win almost all elections.
The dissent recycles the district court’s factual findings
to support a contrary conclusion and claims that we “do not
pay adequate deference” to them. Dissent at 34. However,
that those findings supported a conclusion that the limit
allows candidates “to amass sufficient resources to run
effective campaigns,” see Eddleman, 343 F.3d at 1092, does
not necessarily answer the different question the Supreme
Court posed to us by asking us to apply Randall—whether
the limit “significantly restrict[s] the amount of funding
available for challengers to run competitive campaigns,”
Randall, 548 U.S. at 253. To answer that question, we must
“review the record independently.” Id. at 249 (emphasis
added).
In Randall, the Supreme Court stated that “the record . . .
does not conclusively prove . . . that [Vermont’s]
contribution limits will significantly restrict the amount of
funding available for challengers to run competitive
campaigns,” yet found that “the inference amounts to one
factor (among others) that here counts against the
constitutional validity of the contribution limits.” Randall,
548 U.S. at 256. It was enough that “the record suggest[ed]”
that the limits were a significant restriction. Id. at 253.
Similarly, here, we find that the record at least “suggests”
that Alaska’s individual contribution limit “significantly
restrict[s] the amount of funding available for challengers to
run competitive campaigns” and thus “counts against the
constitutional validity of the contribution limits.” See id.
at 253, 256.

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18 THOMPSON V . HEBDON
ii
The second Randall factor, whether political parties must
abide by the same low limits that apply to individual
contributors, and the third Randall factor, whether volunteer
services or expenses are considered contributions that would
count toward the limit, both favor Alaska. As Justice
Ginsburg observed in her separate statement accompanying
the remand, “political parties in Alaska are subject to much
more lenient contribution limits than individual donors.”
Thompson, 140 S. Ct. at 351 (Ginsburg, J., concurring)
(citing Alaska Stat. § 15.13.070(d) (2018)). And Alaska
does not count volunteer services toward the contribution
limits. See Alaska Stat. § 15.13.400(4)(B)(i); Alaska
Admin. Code tit. 2, § 50.250(d). As for volunteer expenses,
we read Alaska’s definition of “contribution” as generally
excluding such expenses from being defined as
contributions. For anything to count as a “contribution,” it
apparently needs to be directly “rendered to the candidate or
political party” and spent “for the purpose of . . . influencing
the nomination or election of a candidate” or “influencing a
ballot proposition or question.” Alaska Stat.
§ 15.13.400(4)(A) (emphasis added). Thus, Justice Breyer’s
concern that Vermont’s law would “count [volunteer]
expenses against the volunteer’s contribution limit” does not
seem to be present here. See Randall, 548 U.S. at 259
(noting how under Vermont’s law, “anything of value, paid
. . . for the purpose of influencing an election” might count
as a “contribution”). Applying Justice Breyer’s hypothetical
to Alaska, “a gubernatorial campaign volunteer who makes
four or five round trips driving across the State performing
volunteer activities coordinated with the campaign [should
not] find that he or she is near, or has surpassed, the
contribution limit.” See id. at 260.

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THOMPSON V . HEBDON 19
iii
As for the fourth factor, the parties do not dispute that
Alaska’s limits are not indexed for inflation, and thus this
factor favors Plaintiffs. The Supreme Court noted that
“Alaska’s $500 contribution limit is the same as it was
23 years ago, in 1996.” Thompson, 140 S. Ct. at 351. Justice
Breyer explained in Randall, “[a] failure to index limits
means that limits which are already suspiciously low, will
almost inevitably become too low over time.” Randall,
548 U.S. at 261 (citation omitted). He explained that the
lack of indexing “means that future legislation will be
necessary to stop that almost inevitable decline, and it
thereby imposes the burden of preventing the decline upon
incumbent legislators who may not diligently police the need
for changes in limit levels to ensure the adequate financing
of electoral challenges.” Id. Here, $500 in 2021 dollars
appears to have a real value of about $375 in 2006 dollars,
2006 being the year the Alaska contribution limits at issue
were passed.
Alaska asserts that candidates are increasingly turning to
social media to campaign, which costs less than traditional
means. However, the bread-and-butter approach of meeting
voters face-to-face, sending them mailings, and reaching
them by television and radio remain, and the costs of those
methods inevitably rise over time. On top of that, the costs
of hiring staff and renting space is ever increasing. As the
cost of living rises so does the cost of campaigning.
iv
We finally turn to the fifth factor, whether there is any
“special justification” for Alaska’s low limits, which the
Supreme Court specifically mentioned in its remand.
Thompson, 140 S. Ct. at 351. Justice Ginsburg noted in her

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20 THOMPSON V . HEBDON
separate statement that “Alaska has the second smallest
legislature in the country and derives approximately
90 percent of its revenues from one economic sector—the oil
and gas industry. . . . [T]he [d]istrict [c]ourt suggested [that]
these characteristics make Alaska ‘highly, if not uniquely,
vulnerable to corruption in politics and government.’” Id.
at 351–52 (citation omitted).
The district court recognized that “the prevention of quid
pro quo corruption, or its appearance, is the only state
interest that can support limits on campaign contributions.”
Thompson, 217 F. Supp. 3d at 1028 (citing Citizens United
and McCutcheon). It reasonably observed that “[l]ower
limits often increase the donor base and decrease the impact
of an individual contribution, thus making it easier for a
candidate to decline a contribution contingent upon the
performance of a political favor.” See id. at 1033. However,
the Supreme Court found that Alaska’s individual
contribution limits are so low as to exhibit “danger signs,”
which requires that we determine whether Alaska has a
“special justification” indicating that “corruption (or its
appearance) in [Alaska] is significantly more serious a
matter than elsewhere.” Randall, 548 U.S. at 261. Trial
witnesses certainly testified to a number of incidents where
legislators were “pressure[d] to vote in a particular way or
support a certain cause in exchange for past or future
campaign contributions while in office.” Thompson, 217 F.
Supp. 3d at 1029. However, the record contains no
indication that corruption or its appearance is more serious
in Alaska than in other states. The small size of the
legislature and the influence of the oil industry are risk
factors, but Alaska’s anecdotal evidence is insufficient to
establish that “corruption (or its appearance) in [Alaska] is
significantly more serious a matter than elsewhere.”
Randall, 548 U.S. at 261 (emphasis added). Alaska

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THOMPSON V . HEBDON 21
continually draws our attention to the VECO scandal. But a
scandal that occurred and was widely publicized some
fifteen years ago involving six to seven legislators who
engaged largely in criminal bribery by putting money into
their own pockets instead of their campaigns, though
disturbing, is insufficient for us to conclude that there is a
present special justification for Alaska’s low individual
contribution limit.
v
On balance, our consideration of the five factors leads us
to hold that Alaska has failed to meet its burden of showing
that its individual contribution limit is “closely drawn to
meet its objectives.” See Randall, 548 U.S. at 253. On top
of its danger signs, the limit significantly restricts the amount
of funds available to challengers to run competitively against
incumbents, and the already-low limit is not indexed for
inflation. Moreover, Alaska has not established a special
justification for such a low limit.
B
Similarly, Alaska has not met its burden of showing that
the $500 individual-to-group limit is closely drawn to restrict
contributors from circumventing the individual-to-candidate
limit. “This ‘prophylaxis-upon-prophylaxis approach’
requires that we be particularly diligent in scrutinizing the
law’s fit.” McCutcheon, 572 U.S. at 221 (citation omitted).
The individual-to-group limit here exhibits danger signs in
its own right: like the individual-to-candidate limit, it is not
adjusted for inflation, and it is lower than limits in other
states. It appears that only two other states, Colorado and
Massachusetts, impose comparably low individual-to-group
limits. See Colo. Const. art. XXVIII, § 3(5) (individual-to-
group limit of $625 per two-year election period); Mass.

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22 THOMPSON V . HEBDON
Gen. Laws ch. 55 §7A(a)(3) (individual-to-group limit of
$500 per year).
The Supreme Court has observed that “there is not the
same risk of quid pro quo corruption or its appearance when
money flows through independent actors to a candidate, as
when a donor contributes to a candidate directly.”
McCutcheon, 572 U.S. at 210–11. Nonetheless, there is
concern that the donor may channel money to the candidate
through a series of contributions to groups that have stated
their intention to support the candidate. Id. at 211–12.
However, that concern is already addressed by Alaska’s
also-low $1,000 group-to-candidate contribution limit.
Alaska Stat. § 15.13.070(c). “But what if this donor does the
same thing via, say, 100 different PACs?” as McCutcheon
asks. 572 U.S. at 212. We respond that we see no indication
in the record that “the individual donor will necessarily have
access to a sufficient number of PACs to effectuate such a
scheme.” See id. at 213. It is more likely that the donor
would opt to spend unlimited funds on independent
expenditures on behalf of his or her favored candidate. See
id. at 213–14. Moreover, as the Supreme Court noted in
McCutcheon, there are potential alternative solutions that are
less likely to abridge constitutional speech, without
“opin[ing] on the[ir] validity.” See id. at 223. For example,
Alaska could pass a law similar to the federal law treating
“all contributions made by a person, either directly or
indirectly, on behalf of a particular candidate, including
contributions which are in any way earmarked or otherwise
directed through an intermediary or conduit to such
candidate, . . . as contributions from such person to such
candidate.” See 52 U.S.C. § 30116(a)(8) (emphasis added).
In any event, we find that “because the statute is poorly
tailored to the Government’s interest in preventing
circumvention of the base limits, it impermissibly restricts

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THOMPSON V . HEBDON 23
participation in the political process.” See McCutcheon,
572 U.S. at 218.
C
As we did in our prior opinion, we uphold the $5,000
limit on the amount a political party may contribute to a
municipal candidate. Alaska Stat. §§ 15.13.070(d),
15.13.400(17). Plaintiffs do not challenge the dollar
amount; they instead argue that the law’s aggregation of
political party sub-units is unconstitutional. They reason
that limiting party sub-units to the $5,000 limit but not
limiting multiple labor-union PACs to the same limit is
discriminatory.
Plaintiffs’ discriminatory treatment argument fails
because independent labor union PACs are not analogous to
political party sub-units. Party sub-units, by definition, are
subsidiaries of a parent entity—the umbrella political party.
As such, they share the objectives and rules of the party. In
the past, we have observed without remark that at least one
other state similarly aggregates party sub-units for purposes
of campaign contribution limits. See, e.g., Lair v. Bullock,
798 F.3d 736, 741 (9th Cir. 2015) (“Montana treats all
committees that are affiliated with a political party as one
entity.”). Different labor unions, by contrast, are different
entities. Moreover, political parties may donate more than
labor union PACs ($5,000 versus $1,000), which undercuts
the basis for a direct comparison between the two disparate
sets of organizations. Alaska Stat. § 15.13.070(c), (d). We

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24 THOMPSON V . HEBDON
therefore reject Plaintiffs’ inchoate disparate treatment
argument and uphold the political party-to-candidate limit.4
D
Finally, as we did in our prior opinion, we reverse on
Alaska’s nonresident aggregate limit, which bars a candidate
from accepting more than $3,000 per year from individuals
who are not residents of Alaska. Alaska Stat.
§ 15.13.072(a)(2), (e). This particular provision prevented
Thompson from making a desired $100 contribution to a
candidate for the Alaska House of Representatives—his
brother-in-law—because his brother-in-law had already
received $3,000 in out-of-state contributions.
The district court held that the nonresident aggregate
limit serves an anti-corruption purpose. The court cited
Alaska’s unique vulnerability to “exploitation by outside
industry and interests,” and referenced trial testimony that
those entities “can and do exert pressure on their employees
to make contributions to state and municipal candidates.”
Thompson, 217 F. Supp. 3d at 1039. The court determined
that the nonresident limit therefore
furthers Alaska’s sufficiently important
interest in preventing quid pro quo corruption
or its appearance in two ways. First, [it]
furthers the State’s anticorruption interest
directly by avoiding large amounts of out-of-
state money from being contributed to a
single candidate, thus reducing the
4 Our holding should not be construed as foreclosing a constitutional
challenge to the dollar amount of Alaska’s (or some other state’s) limit
on political party-to-candidate contributions.

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THOMPSON V . HEBDON 25
appearance that the candidate feels obligated
to outside interests over those of his
constituents. Second, the nonresident
aggregate limit discourages circumvention of
the $500 base limit and other game-playing
by outside interests, particularly given [the
Alaska Public Offices Commission’s] limited
ability and jurisdiction to investigate and
prosecute out-of-state violations of Alaska’s
campaign finance laws.
Id.
Taking the district court’s evidentiary findings as true,
on de novo review we cannot agree that the nonresident limit
targets quid pro quo corruption or its appearance. At most,
the law aims to curb perceived “undue influence” of out-of-
state contributors—an interest that is no longer sufficient
after Citizens United and McCutcheon. McCutcheon,
572 U.S. at 206–08. Indeed, Alaska’s argument that the
nonresident limit “reduces the appearance that a candidate
will be obligated to outside interests rather than constituents”
says nothing about corruption.5 It is not enough to show that
out-of-state firms—and particularly those wishing to exploit
Alaska’s natural resources—“can and do exert pressure on
their employees to make contributions to state and municipal
candidates.” Thompson, 217 F. Supp. 3d at 1039.
5 In Landell v. Sorrell, the Second Circuit opined that the Alaska
Supreme Court’s upholding of the nonresident limit “is a sharp departure
from the corruption analysis adopted by the Supreme Court in Buckley
and Shrink.” 382 F.3d 91, 148 (2d Cir. 2002), rev’d on other grounds
sub nom. Randall, 548 U.S. at 230.

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26 THOMPSON V . HEBDON
Moreover, even if we agreed with Alaska that limiting
the inflow of contributions from out-of-state extractive
industries served an anti-corruption interest, the nonresident
aggregate limit is a poor fit. Out-of-state interests can still
maximize their influence across a large number of
candidates—they just need to be early players so that they
can contribute the maximum $500 donation before each of
those candidates reaches the $3,000 limit.
McCutcheon is instructive on this point. There, the
Court invalidated aggregate contribution limits that allowed
an individual to contribute the maximum to multiple
candidates but not to any additional candidates once the
contributor hit the aggregate limit. 572 U.S. at 210–18. The
Court held that the law was a poor fit for combating quid pro
quo corruption or its appearance because contributions to a
candidate before a contributor has reached the aggregate
limit are not somehow less corrupting than contributions to
another candidate after the aggregate limit is reached. See
id.
Alaska’s showing as to its nonresident limit is analogous.
Alaska fails to show why an out-of-state individual’s early
contribution is not corrupting, whereas a later individual’s
contribution—i.e., a contribution made after the candidate
has already amassed $3,000 in out-of-state funds—is
corrupting. Nor does Alaska show that an out-of-state
contribution of $500 is inherently more corrupting than a
like in-state contribution—only the former of which is
curbed under Alaska’s nonresident limit. Alaska fails to
demonstrate that the risk of quid pro quo corruption turns on
a donor’s particular geography. Accordingly, while we do
not foreclose the possibility that a state could limit out-of-
state contributions in furtherance of an anti-corruption

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THOMPSON V . HEBDON 27
interest, Alaska’s aggregate limit on what a candidate may
receive is a poor fit.
As an alternative defense of the law, Alaska argues that
the nonresident limit targets the important state interest of
protecting its system of self-governance. We reject Alaska’s
proffered state interest for three reasons.
First, what Alaska calls “self-governance” is really a re-
branding of the interest of combating influence and access
that the Supreme Court has squarely rejected. To understand
Alaska’s proffered state interest, it is important to be clear
on what the State does not mean by “self-governance.” In
the distinct context of a law restricting “who may exercise
official, legislative powers,” we recognized “self-
government” as a legitimate state interest. Chula Vista
Citizens for Jobs & Fair Competition v. Norris, 782 F.3d
520, 531 (9th Cir. 2015) (en banc). In Norris, we used the
term “self-government” to mean a state’s interest in
controlling who governs.
Alaska’s (and the dissent’s) proffered state interest is
materially different from what we called self-governance in
Norris. Alaska’s version of “self-governance” is concerned
with limiting not who governs (as in Norris) but who is
allowed to contribute to the campaigns of those who would
govern. Indeed, the dissent correctly characterizes Alaska’s
proffered interest as seeking “to ensure that its legislators are
responsive to the individuals that they represent, not to out-
of-state interests.” Dissent at 47. The premise of Alaska’s
concern with “outside control” is that Alaska state officials
will feel pressure to kowtow to out-of-state entities because
of nonresident contributions.
The dissent makes a cogent case for the view that states
should be able to limit who may “directly influence the

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28 THOMPSON V . HEBDON
outcome of an election” by making financial contributions.
See Dissent at 46. But that debate is over. The Supreme
Court has expressly considered and rejected those
arguments. See McCutcheon, 572 U.S. at 206–08 (holding
that states do not have a legitimate interest in curbing
“‘influence over or access to’ elected officials” by
individuals “spend[ing] large sums” (quoting Citizens
United, 558 U.S. at 359)). In short, Alaska’s proffered
interest in “self-governance” is indistinguishable from the
disavowed state interest in combating “influence over or
access to” public officials.6
Second, even if Alaska’s “self-governance” interest
could be construed as distinct from the interest in combating
influence and access, the Supreme Court’s recent campaign
finance decisions leave no room for us to accept the State’s
proffered interest. The Supreme Court’s opinions articulate
6 The Supreme Court has given no indication that the First
Amendment interest in protecting political access waxes or wanes
depending on the representative relationship between contributor and
candidate. See Buckley v. Valeo, 424 U.S. 1, 48–49 (1976). In fact,
Buckley’s language arguably compels the opposite conclusion:
[T]he concept that government may restrict the speech
of some elements of our society in order to enhance
the relative voice of others is wholly foreign to the
First Amendment, which was designed to secure the
widest possible dissemination of information from
diverse and antagonistic sources, and to assure
unfettered interchange of ideas for the bringing about
of political and social changes desired by the people.
Id. (internal quotation marks omitted). Far from serving the goal of
“secur[ing] the widest possible dissemination of information from
diverse and antagonistic sources,” the nonresident limit artificially
suppresses the free exchange of political ideas.

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THOMPSON V . HEBDON 29
“only one” narrowly defined legitimate state interest in
capping campaign contributions: preventing quid pro quo
corruption or its appearance. McCutcheon, 572 U.S. at 206–
07. In McCutcheon, its banner campaign contribution case,
the Court explains that it has “consistently rejected attempts
to suppress campaign speech based on other legislative
objectives.” Id. at 207. McCutcheon resolved that “[a]ny
regulation must instead target what we have called ‘quid pro
quo’ corruption or its appearance.” Id. at 192 (emphasis
added) (citing Citizens United, 558 U.S. at 359). Indeed,
“[c]ampaign finance restrictions that pursue other objectives
. . . impermissibly inject the Government ‘into the debate
over who should govern.’” Id. (quoting Ariz. Free Enter.
Club’s Freedom Club PAC v. Bennett, 564 U.S. 721, 750
(2011)); see also VanNatta v. Keisling, 151 F.3d 1215, 1217
(9th Cir. 1998) (noting “the lack of support for any claim
based on the right to a republican form of government”).
That unqualified directive leaves no room for Alaska’s
averred self-governance interest. Campaign contribution
limits rise or fall on whether they target quid pro quo
corruption or its appearance.
The dissent suggests we are free to accept “self-
governance” as an important state interest in justifying limits
on campaign contributions because the Supreme Court has
not expressly considered and rejected that specific interest.
Although a prior three-judge opinion of our court does not
bind a later panel on an issue that was not before the prior
panel, when it comes to Supreme Court precedent, our court
is bound by more than just the express holding of a case. Our
decisions must comport with the “reasoning or theory,” not
just the holding, of Supreme Court decisions (even in the
face of prior contrary Ninth Circuit precedent). Miller v.
Gammie, 335 F.3d 889, 893, 900 (9th Cir. 2003) (en banc)
(adopting the view that lower courts are “bound not only by

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30 THOMPSON V . HEBDON
the holdings of higher courts’ decisions but also by their
‘mode of analysis’” (quoting Antonin Scalia, The Rule of
Law as a Law of Rules, 56 U. Chi. L. Rev. 1175, 1177
(1989))); see id. at 900 (“[T]he issues decided by the higher
court need not be identical in order to be controlling.”). The
dissent’s conclusion that self-governance is an important
state interest in this context is “clearly irreconcilable” with
the Supreme Court’s reasoning in McCutcheon. See id.
Third, even if McCutcheon did not shutter the possibility
of alternative state interests, self-governance is not an
important state interest in light of countervailing First
Amendment concerns. Indeed, Alaska fails to prove that
nonresident participation in a state’s election infringes state
sovereignty. Instead, it alleges in conclusory fashion that the
“nonresident limit also furthers the important state interest
in protecting Alaska’s system of self-government from
outside control.”
Accordingly, we hold that Alaska’s aggregate
nonresident contribution limit violates the First Amendment,
and we reverse the district court’s judgment on this issue.7
7 The dissent relies on Bluman v. Fed. Election Comm’n, 800 F.
Supp. 2d 281 (D.D.C. 2011), but that case is inapplicable. The plaintiffs
in Bluman were foreign citizens who sought the right to participate in the
United States campaign process by, among other things, making
financial contributions to candidates. Id. at 282–83. They argued they
should be treated the same as American citizens (such as minors and
American corporations) who, though unable to vote, are permitted to
make campaign contributions. Id. at 290. The court rejected that
argument and based its holding on the conclusion that the plaintiffs, in
contrast to American citizens who are unable to vote, were, by definition,
outside “the American political community.” Id. Thus, contrary to the
dissent’s statement that Bluman cannot “be distinguished on the grounds

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THOMPSON V . HEBDON 31
III
While the district court correctly held that the political
party-to-candidate limit is constitutional, it erred under
Supreme Court precedent in upholding the individual-to-
candidate limit, the individual-to-group limit, and the
nonresident aggregate limit. Accordingly, we reverse the
district court on those three provisions and remand for entry
of judgment consistent with this opinion.
AFFIRMED in part, REVERSED in part, and
REMANDED.
The parties shall bear their own costs.
THOMAS, Chief Judge, concurring in part and dissenting in
part:
I concur in Section II.C of the majority opinion because
I agree that Alaska’s $5,000 limit on a political party’s
contribution to a municipal candidate does not violate the
First Amendment. However, I respectfully dissent from
Sections II.A, II.B, and II.D.
Applying Randall v. Sorrell, 548 U.S. 230 (2006), as is
our task on remand, see Thompson v. Hebdon, 140 S. Ct.
348, 350 (2019) (“Thompson III”), I would uphold Alaska’s
$500 limit on individual contributions to candidates and
election-related groups. That limit, although not indexed for
that it involved a distinction between United States citizens and foreign
nationals,” Dissent at 48, that distinction was the very basis for the
Bluman court’s holding.

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32 THOMPSON V . HEBDON
inflation, passes muster under Randall because Alaska
permits political parties to donate significantly more than
$500 to candidates; Alaska does not count volunteer services
and at least some volunteer expenses toward the $500 limit;
the record does not suggest that the $500 limit significantly
restricts the amount of funding available for challengers to
run competitive campaigns; and the record indicates that
corruption (or its appearance) is significantly more serious a
problem in Alaska than elsewhere. Moreover, I remain
persuaded that the nonresident aggregate contribution limit,
which furthers Alaska’s important state interests in
preventing quid pro quo corruption or its appearance and in
preserving self-governance, does not violate the First
Amendment either. See Thompson v. Hebdon, 909 F.3d
1027, 1044 (9th Cir. 2018) (“Thompson II”) (Thomas, J.,
concurring in part and dissenting in part). Accordingly, I
would affirm the district court’s decision in its entirety.
I
Assuming the $500 limit exhibits the “danger signs” that
“warrant[] closer review” under Randall, Thompson III,
140 S. Ct. at 350, I would begin the tailoring analysis, as the
majority does, with consideration of Randall’s five factors.
Applying those factors to the existing record, I would affirm
the district court’s decision upholding the $500 limit on
individual-to-candidate and individual-to-group
contributions.
A
Only one Randall factor favors Thompson: Alaska’s
limits are not adjusted for inflation. See Randall, 548 U.S.
at 261; Thompson II, 909 F.3d at 1037 & n.5; Thompson v.
Dauphinais, 217 F. Supp. 3d 1023, 1027 (D. Alaska 2016)
(“Thompson I”). But this factor is far from dispositive. See

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THOMPSON V . HEBDON 33
Nixon v. Shrink Mo. Gov’t PAC, 528 U.S. 377, 397 (2000)
(“[T]he [First Amendment] issue . . . cannot be truncated to
a narrow question about the power of the dollar, but must go
to the power to mount a campaign with all the dollars likely
to be forthcoming. . . . [T]he dictates of the First
Amendment are not mere functions of the Consumer Price
Index.”). And the remaining factors support the district
court’s judgment.
1
The majority acknowledges that two Randall factors
favor Alaska: the $500 contribution limit does not apply to
political parties, and volunteer services and expenses do not
appear to constitute contributions under Alaska law. See
Randall, 548 U.S. at 256–60. I agree and will not repeat the
majority’s analysis. It bears mentioning, however, that
Alaska law permits political parties to annually contribute up
to $10,000 to candidates for the state house of
representatives, $15,000 to state senate candidates, and
$100,000 to candidates for governor or lieutenant governor.
See Alaska Stat. § 15.13.070(d)(1)–(3). In stark contrast,
under the Vermont campaign finance laws at issue in
Randall, political parties, “taken together with all [their]
local affiliates,” could “make one contribution of at most
$400 to [a] . . . gubernatorial candidate, one contribution of
at most $300 to a . . . candidate for State Senate, and one
contribution of at most $200 to a . . . candidate for the State
House of Representatives.” 548 U.S. at 257. Unlike
Vermont, Alaska does not “reduce the voice of political
parties” in Alaska “to a whisper” by “preventing a political
party from using contributions by small donors to provide
meaningful assistance to any individual candidate.” Id.
at 258–59. Accordingly, there are no “special party-related

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34 THOMPSON V . HEBDON
harms” that “weigh[] against the constitutional validity of
[Alaska’s] contribution limits.” Id. at 259.
2
The remaining two Randall factors likewise weigh in
favor of upholding the $500 limit. The majority’s contrary
conclusions do not pay adequate deference to the factual
findings made by the district court after a seven-day bench
trial and post-trial briefing, disregarding “one of the bread
and butter principles of appellate review”: “Trial courts find
facts. We do not.” Fisher v. Roe, 263 F.3d 906, 912 (9th
Cir. 2001), overruled on other grounds by Payton v.
Woodford, 346 F.3d 1204 (9th Cir. 2003).
a
First, the existing record does not “suggest[]” that
Alaska’s contribution limits “significantly restrict the
amount of funding available for challengers to run
competitive campaigns.” Randall, 548 U.S. at 253
(emphasis added). To the contrary, the district court found,
and the panel majority previously agreed, based on an
independent review of the evidence, see Thompson II, 909 F.
Supp. 3d at 1035, that “candidates, whether challengers or
incumbents, can run effective campaigns under the current
limits and, to use [one of the expert’s] words, ‘have done
so.’” Thompson I, 217 F. Supp. 3d at 1035 (emphasis
added).
There is ample record support for the district court’s
finding that challengers can and have raised sufficient funds
to run competitive campaigns under the $500 limit. For
example, one expert testified that “challengers, on average,
out-fundraised incumbents in Alaska’s 2008 and 2010 state
senate races.” In the 2012 and 2014 election cycles, a few

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THOMPSON V . HEBDON 35
non-incumbent candidates raised over “$100,000 from
individual contributions alone,” setting aside contributions
from political action committees (“PACs”) and political
parties—an amount that, according to the trial evidence,
“allow[ed] a candidate to mount an effective campaign.”
Thompson II, 909 F.3d at 1038–39. Next, in the 2016
primary elections, “Alaska voters dispatched seven
incumbents from the Alaska Legislature.”1 Thompson I,
217 F. Supp. 3d at 1036 & n.44. Moreover, a defense expert
testified regarding the absence of “evidence that increasing
the limits [from $500 to $1,000] [would] give[] challengers
a better standing.” Thompson did not present any
compelling rebuttal evidence. Indeed, one of Thompson’s
witnesses, former state senator John Coghill, testified that
the $500 limit required “more effort” and “broad[er]”
outreach but had never prevented him from running an
effective campaign. See Thompson I, 217 F. Supp. 3d
at 1035. Although Thompson called Clark Bensen, the same
expert whose testimony the Supreme Court cited in striking
down Vermont’s individual contribution limits in Randall,
548 U.S. at 253–54, the district court reasonably declined to
credit Bensen’s testimony that candidates in competitive
campaigns for Alaska offices would raise more money if the
individual contribution limit was higher because Bensen
admitted that his study “was based on exaggerated estimates
and therefore flawed.” Thompson I, 217 F. Supp. 3d at 1035.
1 This evidence is more compelling and substantial than the
“anecdotal evidence” in the Randall record reflecting one “competitive
mayoral campaign” against an incumbent. Randall, 548 U.S. at 256; cf.
also McNeilly v. Land, 684 F.3d 611, 618 (6th Cir. 2012) (declining to
find that Michigan’s per-election-cycle limits—$500 for a candidate for
state representative and $1,000 for a candidate for state senator—
“significantly restrict[ed] the funding for challengers to run competitive
campaigns” where the record did not contain “[t]he same quality or
quantity of evidence” on that issue as in Randall).

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36 THOMPSON V . HEBDON
Additionally, Bensen testified that “his inflated estimates of
lost revenue”—6 to 11% for the state house and 8 to 16% for
the state senate—were “[p]robably almost twice as high as
they should be” and, even so, nowhere “close to the
percentages [of lost revenue] that troubled the Supreme
Court in Randall.” See Randall, 548 U.S. at 253 (crediting
Bensen’s finding that Vermont’s challenged contribution
limits “would have reduced the funds available in 1998 to
Republican challengers in competitive races in amounts
ranging from 18% to 53% of their total campaign income”
(emphasis added)).
Bob Bell’s testimony regarding his ultimately
unsuccessful campaign to unseat an incumbent state senator
in 2012 also does not “raise questions as to whether the
$500 contribution limit establishes too low a ceiling to allow
challengers to launch campaigns” and “run against
incumbents competitively.” Even though he did not win the
election, Bell raised enough money to run a competitive
campaign; he lost by a mere 59 votes out of 15,200—an
election so close that Bell referred to the results as “a tie.”
Cf. id. at 255–56 (citing study that defines competitive
elections to include those that an “incumbent wins with less
than 60% of vote”). Notably, Bell’s 2012 senate campaign
conducted the “most successful fundraiser in Alaska
history.”
In sum, because the record lacks evidence that the
challenged limits “threaten[] to inhibit effective advocacy by
those who seek election, particularly challengers,” id. at 261,
this factor favors Alaska.
b
Second, Alaska has provided a “special justification”
warranting the $500 limit because the existing record

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THOMPSON V . HEBDON 37
“indicat[es] that . . . corruption (or its appearance)” in
Alaska “is significantly more serious a matter than
elsewhere.” Id.
The district court found that Alaska is “highly, if not
uniquely, vulnerable to corruption in politics and
government.” Thompson I, 217 F. Supp. 3d at 1029; see also
Thompson III, 140 S. Ct. at 351–52 (Statement of Ginsburg,
J.) (“‘[S]pecial justification’ of this order may warrant
Alaska’s low individual contribution limit.”). In support of
this finding, the district court cited expert testimony
regarding two factors that make the risk of corruption in
Alaska particularly acute. Thompson I, 217 F. Supp. 3d
at 1029. First, with “the second smallest legislature in the
United States and the smallest senate,” it takes only “ten
votes [to] stop a legislative action such as an oil or gas tax
increase from becoming law.” Id. “Consequently, the
incentive to buy a vote, and the chances of successfully
doing so, are therefore higher in Alaska than in states with
larger legislative bodies.” Id. Second, Alaska relies on the
oil and gas industry “for a majority of its revenues.” Id.
While 85 to 92% of Alaska’s budget derives from the oil and
gas industry, that industry is not responsible for more than
50% of any other state’s budget. Id.
The district court’s finding further rested on a “widely
publicized” public corruption scandal in which 10% of
Alaska’s legislators exchanged political favors and votes for
money from VECO, an oilfield services firm. Id. at 1030.
Some of these legislators referred to themselves as the
“Corrupt Bastards Club.” Id. at 1030 n.18. News outlets
played an FBI surveillance video showing one legislator,
Representative Vic Kohring, accepting cash from VECO in
exchange for his vote on pending oil tax legislation. Id.
at 1030. After being criminally charged, Kohring went on

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38 THOMPSON V . HEBDON
to pen a newspaper column claiming that the only thing
separating him from other Alaska lawmakers was that he got
caught. Id. The publicity surrounding the VECO scandal
bolsters the inference that corruption (or its appearance) is a
more serious problem in Alaska than elsewhere.
Thompson disputes this finding. He argues that Alaska’s
small legislature and dependence on a single industry are the
very factors that did not amount to a special justification in
Randall. This analogy fails. Vermont’s legislature is three
times the size of Alaska’s, and Thompson cites no evidence
from the Randall record indicating that Vermont has
historically relied almost exclusively on a single industry for
its revenue or that it has experienced a public corruption
scandal comparable to VECO. Cf. Br. of Resp’ts, Cross-
Pet’rs Vermont Pub. Int. Rsch. Grp., Randall v. Sorrell,
548 U.S. 230 (2006), 2006 WL 325190. Though the briefing
in Randall noted growing concerns that Vermont’s slate and
bottle industries could “influence” the state legislature
through “fundraising pressures,” see id., at *12–*13, the
Supreme Court was unable to find “in the record” any
evidence that corruption or its appearance uniquely
threatened the integrity of Vermont’s political system.
Randall, 548 U.S. at 261 (emphasis added). By contrast, the
district court here upheld the challenged limits based, in part,
on a well-supported finding that Alaska is “highly, if not
uniquely vulnerable, to corruption in politics and
government.” Thompson I, 217 F. Supp. 3d at 1029.
Thompson fails to cite any record evidence that undermines
this finding.
3
Thompson contends that “the Supreme Court’s per
curiam opinion confirms that Alaska’s limits cannot stand.”
Not so. Rather than dictate a particular outcome under

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THOMPSON V . HEBDON 39
Randall, the Supreme Court’s order clarifies that Randall’s
plurality decision is controlling and narrows the panel’s task
on remand to consideration of the five Randall factors. See,
e.g., Thompson III, 140 S. Ct. at 351 (observing that “[t]he
parties dispute whether there are pertinent special
justifications” for Alaska’s limits without opining who has
the better of that dispute).2
2 Notably, none of the ten Circuit decisions cited in the Supreme
Court’s remand order—for the fact that they “correctly looked to Randall
in reviewing campaign finance restrictions”—invalidated contribution
limits under Randall. Thompson III, 140 S. Ct. at 350 n.*. See Nat’l
Org. for Marriage v. McKee, 649 F.3d 34, 60–61 (1st Cir. 2011)
(declining to invalidate, under Randall, Maine’s campaign expenditure
reporting threshold); Ognibene v. Parkes, 671 F.3d 174, 192 (2d Cir.
2012) (distinguishing Randall and upholding New York City’s
restrictions on contributions from individuals who have business
dealings with the City (e.g., lobbyists) to $400 in city-wide elections,
$320 for Borough offices, and $250 for City Council); Preston v. Leake,
660 F.3d 726, 739–40 (4th Cir. 2011) (upholding North Carolina’s ban
on contributions by registered lobbyists); Zimmerman v. City of Austin,
881 F.3d 378, 387–88 (5th Cir.) (declining to find any “danger signs” in
connection with Austin’s $350 limit on per-election contributions), cert.
denied, 139 S. Ct. 639 (2018); McNeilly, 684 F.3d at 617–20
(distinguishing Randall and affirming the district court’s determination
that a challenge to Michigan’s caps on per-election contributions to
candidates for state senate ($1,000) and state representative ($500) was
not likely to succeed on the merits); Ill. Liberty PAC v. Madigan,
904 F.3d 463, 469–70 (7th Cir. 2018) (upholding, under Randall, $5,000
limit on individual-to-candidate contributions); Minn. Citizens
Concerned for Life, Inc. v. Swanson, 640 F.3d 304, 319 n.9 (8th Cir.
2011) (declining to invalidate, under Randall, Minnesota’s ban on direct
corporate contributions to candidates), rev’d in part on other grounds,
692 F.3d 864 (8th Cir. 2012) (en banc); Indep. Inst. v. Williams, 812 F.3d
787, 790–91 (10th Cir. 2016) (merely citing Randall for standard of
review without applying it because contribution limits were not at issue);
Ala. Democratic Conf. v. Att’y Gen. of Ala., 838 F.3d 1057, 1069–70
(11th Cir. 2016) (upholding PAC-to-PAC transfer ban under Randall);

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40 THOMPSON V . HEBDON
In sum, I would uphold Alaska’s $500 individual-to-
candidate contribution limit under the Randall factors “taken
together.” 548 U.S. at 261.
B
I would further uphold the $500 individual-to-group
limit. Because the $500 individual-to-candidate limit is
sufficiently tailored to advance Alaska’s anticorruption
interest, the $500 individual-to-group limit, a measure that
prevents easy circumvention of the individual-to-candidate
limit, withstands First Amendment scrutiny, too. The panel
majority’s vacated opinion adopted this very
anticircumvention rationale, see Thompson II, 909 F.3d at
1039–40, and the Supreme Court’s remand order does not
take issue with that aspect of the vacated opinion. See
Thompson III, 140 S. Ct. at 349–51.
1
In California Medical Association v. Federal Election
Commission, 453 U.S. 182 (1981) (“CalMed”), the Supreme
Court upheld a $5,000 limit on individual contributions to
PACs, concluding that these limits furthered the
government’s anticorruption interest by preventing
individual contributors from circumventing the “limit on
contributions to candidates . . . by channeling funds” to
candidates through such a committee. Id. at 197–98
(plurality); see also id. at 202–03 (Blackmun, J., concurring
in part) (concluding that the limit on individual contributions
to PACs was “narrowly drawn” as a “means of preventing
Holmes v. Fed. Election Comm’n, 875 F.3d 1153, 1165 (D.C. Cir. 2017)
(en banc) (upholding, under Randall, $2,600 per-election limit on
individual contributions to candidates for federal office).

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THOMPSON V . HEBDON 41
evasion” of the $1,000 limit on individual-to-candidate
contributions).
Since CalMed, the Court has continued to recognize
circumvention of a constitutional individual-to-candidate
contribution limit as a “valid theory of corruption” and
preventing such circumvention (“anticircumvention”) as an
important state interest. Fed. Election Comm’n v. Colo.
Republican Fed. Campaign Comm’n, 533 U.S. 431, 456
(2001). In McCutcheon v. Federal Election Commission,
572 U.S. 185 (2014), the Court held that the federal
government had failed to carry its burden of demonstrating
that its aggregate contribution limits, restricting how much
a donor could contribute to all candidates or committees,
“further[ed] its anticircumvention interest.” Id. at 192–93,
211; see also id. at 219 (finding the “risk of circumvention”
low). Nevertheless, the Supreme Court, as the panel
majority previously recognized, did not “call into doubt
anticircumvention as an important state interest.” Thompson
II, 909 F.3d at 1039; see also McCutcheon, 572 U.S. at 193
(clarifying that the case did “not involve any challenge to the
base limits,” including the $5,000 limit on individual-to-
PAC contributions, which the Court had “previously upheld
as serving the permissible objective of combatting
corruption”), 200–01 (citing CalMed without expressing any
disapproval).
2
Under Alaska law, as few as two individuals may form a
“group.” Alaska Stat. § 15.13.400(9)(B). The ease with
which a couple or business partners may form a group
creates a significant circumvention risk. Cf. McCutcheon,
453 U.S. at 211, 219 (finding the “risk of circumvention”
low and the government’s circumvention hypotheticals
“implausible”). As Thompson observes, Alaska limits

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42 THOMPSON V . HEBDON
group-to-candidate contributions to $1,000. See Alaska Stat.
§ 15.13.070(c)(1). But contrary to his assertion, that limit
does not address Alaska’s circumvention concern. The
$1,000 limit is still double the individual-to-candidate limit;
thus, absent the individual-to-group limit, an individual
could use a group to triple his or her contribution to a
candidate—by contributing $500 directly to the candidate
and $1,000 through the group. It is also worth noting that
Alaska’s individual-to-group limit does not include
contributions made “to influence the outcome of a ballot
proposition.” Id. § 15.13.065(c); see also id.
§ 15.13.070(b)(1). Accordingly, the individual-to-group
limit is tailored to target the “type of expression that
implicates quid pro quo corruption concerns”—“spending
money that can be directed to candidates.”
In sum, because the limit on individual-to-group
contributions prevents contributors from giving “three
times” the individual-to-candidate limit “by using a group as
a simple pass-through device,” it serves the state’s legitimate
anticircumvention interest and is constitutional.
II
Finally, I respectfully continue to disagree with the
majority that Alaska’s nonresident aggregate limit violates
the First Amendment for reasons that are not affected by the
Supreme Court’s vacatur and remand. See Thompson II,
909 F.3d at 1044–49 (Thomas, C.J., concurring in part and
dissenting in part).
A
To survive First Amendment scrutiny in this case,
Alaska must establish that the nonresident aggregate
contribution limit is justified by the risk of quid pro quo

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THOMPSON V . HEBDON 43
corruption or its appearance. And its burden is light.3
Alaska need only show that the risk of actual or perceived
quid pro quo corruption by out-of-state actors is neither
“illusory” nor “mere conjecture.” Mont. Right to Life Ass’n
v. Eddleman, 343 F.3d 1085, 1092 (9th Cir. 2003) (quoting
Buckley v. Valeo, 424 U.S. 1, 27 (1976); Shrink Mo.,
528 U.S. at 392); see also Lair v. Motl, 873 F.3d 1170, 1178
(9th Cir. 2017) (“Lair III”) (reaffirming burden of proof).
After a seven-day bench trial, the district court concluded
that Alaska had satisfied its burden. Its factual findings were
not clearly erroneous, see Prete v. Bradbury, 438 F.3d 949,
960 (9th Cir. 2006) (describing standard), and its
conclusions were amply supported by the record. Alaska
demonstrated that nonresident contributions present a
particular risk of quid pro quo corruption or its appearance.4
Alaska is uniquely vulnerable to exploitation by out-of-
state actors for the reasons previously discussed: its “almost
complete reliance” on the oil and gas industry for “a majority
of its revenues” and the size of its legislature. Thompson I,
3 Because Thompson raised no challenge to the amount of the
aggregate limit, the only question is whether “there is adequate evidence
that the limitation furthers” Alaska’s anti-corruption interest. Lair v.
Bullock, 798 F.3d 736, 742 (9th Cir. 2015) (“Lair II”) (quoting Mont.
Right to Life Ass’n v. Eddleman, 343 F.3d 1085, 1092 (9th Cir. 2003)).
4 The Supreme Court has specifically rejected Thompson’s
argument that a ban is treated differently than a limit when it comes to
connecting the regulation to the state’s important interest. Fed. Election
Comm’n v. Beaumont, 539 U.S. 146, 162 (2003) (“It is not that the
difference between a ban and a limit is to be ignored; it is just that the
time to consider it is when applying scrutiny at the level selected[.]”).
And there is no question that Alaska may limit campaign contributions
to prevent quid pro quo corruption or its appearance. Shrink Mo.,
528 U.S. at 390. Thus, the issue here is essentially whether the state may
draw a line between residents and non-residents.

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44 THOMPSON V . HEBDON
217 F. Supp. 3d at 1029. The economic benefits of natural
resource extraction do not come without a cost. The interests
of out-of-state oil companies are often at odds with the
interests of some Alaska residents. “About 17 percent of
Alaskans—or 120,000 people—live in rural areas, where
95 percent of households use fish and 86 percent use game
for subsistence purposes[.]” Azmat Khan, Living off the
Land in Rural Alaska, PBS, https://tinyurl.com/alaska-rural-
econ (last visited July 22, 2021). Resource extraction has
the potential to cause irremediable damage to Alaskan lands
and culture: “any change that depletes wild resources,
reduces access to wild areas and resources, or increases
competition between user groups can create problems for
subsistence[,]” which is “among the most highly valued
parts of [Alaska] culture” and “essential . . . to rural
economies.” Alaska Dep’t of Fish & Game, Subsistence in
Alaska: FAQs, https://www.adfg.alaska.gov/index.cfm?adf
g=subsistence.faqs#QA13 (last visited July 22, 2021).
Given the oil and gas industry’s outsized impact on
Alaska’s economy, it is not difficult to see why, as the
district court found, Alaska is dependent upon and therefore
particularly vulnerable to corruption by out-of-state
corporations, whose interests are likely to be indifferent to
those of Alaska’s residents. The district court was persuaded
by trial testimony that “the unique combination of Alaska’s
small population, geographic isolation, and great natural
resources make it extremely dependent on outside industry
and interests.” Thompson I, 909 F.3d at 1039. Alaska
cannot afford to extract its natural resources without out-of-
state corporations. Id. And because out-of-state
corporations cannot extract without the cooperation of
government, these corporations do all they can to influence
state politics. Id.

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THOMPSON V . HEBDON 45
As the Supreme Court has recognized, “the dangers of
large, corrupt contributions and the suspicion that large
contributions are corrupt are neither novel nor implausible.”
Shrink Mo., 528 U.S. at 391. Thus, it is enough to
demonstrate that out-of-state contributors are particularly
interested in corrupting the political process in Alaska, as the
State has easily done.
But the proof at trial was more than theoretical. The
district court found that “natural resource extraction firms
can and do exert pressure on their employees” to contribute
to political campaigns in Alaska. Thompson I, 217 F. Supp.
3d at 1039. In other words, these out-of-state interests have
found a way to circumvent the generally applicable
contribution limits. And, as the district court determined, the
publicity surrounding the VECO scandal supports Alaska’s
interest in limiting the appearance of quid pro quo corruption
by out-of-state interests in order to preserve Alaskans’ belief
in the integrity of their political system. Id. at 1031.
In sum, I would hold that Alaska’s important anti-
corruption interest justifies a limit on nonresident speech.
Nonresident contributions present a special risk of quid pro
quo corruption that is neither “illusory” nor “mere
conjecture.” Lair III, 873 F.3d at 1178 (quoting Eddleman,
343 F.3d at 1092). Particularly in the aftermath of the VECO
scandal, the nonresident aggregate contribution limit
furthers Alaska’s interest in preventing the appearance of
corruption, thereby increasing “[c]onfidence in the integrity
of [Alaska’s] electoral processes,” a value “essential to the
functioning of our participatory democracy.” Purcell v.
Gonzalez, 549 U.S. 1, 4 (2006) (per curiam). The district
court was entirely correct, and the record supports its
conclusion.

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46 THOMPSON V . HEBDON
B
The nonresident aggregate cap is also justified by a
second important state interest: self-governance. I would
hold that self-governance is a sufficiently important interest
to justify the nonresident aggregate cap.
1
“[T]he right to govern is reserved to citizens.” Foley v.
Connelie, 435 U.S. 291, 297 (1978). There is no question
that Alaska may bar nonresidents from voting, no matter
how tangible their interest in a state election, Holt Civic Club
v. City of Tuscaloosa, 439 U.S. 60, 68–69 (1978), even
though “[n]o right is more precious” than the right to vote,
Wesberry v. Sanders, 376 U.S. 1, 17 (1964). Because of the
need for responsiveness to local interests, states may also
closely guard from nonresident interference those “functions
that go to the heart of representative government,” such as
“state elective or important nonelective executive,
legislative, and judicial positions[.]” Sugarman v. Dougall,
413 U.S. 634, 647 (1973).
States should be able to prevent out-of-state interests
from advancing candidates for whom the contributor cannot
even vote. Campaign contributions are made primarily to
directly influence the outcome of an election rather than to
broadcast one’s one political opinion. Beaumont, 539 U.S.
at 161 (“[C]ontributions lie closer to the edges than to the
core of political expression.”). Thus, they are “subject to
relatively complaisant review.” Id.
The nonresident aggregate limit furthers Alaska’s
important state interest in protecting state sovereignty in
governance. It is “the choice, and right, of the people to be
governed by their citizen peers.” Foley, 435 U.S. at 296.

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THOMPSON V . HEBDON 47
When out-of-state interests fund political campaigns, they
place an obstacle between the people and their
representatives. Alaska must be able to take measures to
ensure that its legislators are responsive to the individuals
that they represent, not to out-of-state interests.
Alaska’s interest in protecting self-government is
“important,” as required under Eddleman’s first prong. Lair
II, 798 F.3d at 742 (quoting Eddleman, 343 F.3d at 1092).
Indeed, on en banc review, we held that a state’s interest in
“securing the people’s right to self-government” was
“compelling” in the face of a First Amendment challenge to
a law requiring municipal initiative proponents to be
bonafide electors. Chula Vista Citizens for Jobs & Fair
Competition v. Norris, 782 F.3d 520, 531 (9th Cir. 2015) (en
banc). The Supreme Court reached a similar conclusion
regarding residence requirements under an Equal Protection
analysis. Dunn v. Blumstein, 405 U.S. 330, 343–44 (1972)
(recognizing as “substantial” the government’s interest in
“preserv[ing] the basic conception of a political
community”).
2
Bluman v. Federal Election Commission, 800 F. Supp.
2d 281 (D.D.C. 2011), summarily aff’d, 132 S. Ct. 1087
(2012) (mem.), decided by a three-judge panel of the D.C.
District Court, is analogous. There, the court considered a
federal law preventing foreign nationals from making not
only contributions but also independent expenditures to
influence federal elections. Id. at 282–83. Because spending
money to influence an election is not only “speech” but also
“participation in democratic self-government,” foreign
nationals may be subject to restrictions targeted at protecting
sovereignty. Id. at 289.

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48 THOMPSON V . HEBDON
In Bluman, the court recognized that “[p]olitical
contributions and express-advocacy expenditures are an
integral aspect of the process by which Americans elect
officials to federal, state, and local government offices.” Id.
at 288. “[I]t is undisputed that the government may bar
foreign citizens from voting and serving as elected officers”;
“[i]t follows that the government may bar foreign citizens
. . . from participating in the campaign process that seeks to
influence how voters will cast their ballots in the elections.”
Id.
Alaska presents an even stronger case than did the
federal government in Bluman. There, the challenged law
restricted individual expenditures as well as campaign
contributions, and the court therefore applied strict scrutiny.
Id. at 285–86 (citing McConnell v. Fed. Election Comm’n,
540 U.S. 93, 134–37 (2003) and Buckley, 424 U.S. at 20–
23). Here, on the other hand, we need not identify a
compelling government interest but only a “sufficiently
important” one. Lair II, 798 F.3d at 742 (quoting Eddleman,
343 F.3d at 1092).
Nor can Bluman be distinguished on the ground that it
involved a distinction between United States citizens and
foreign nationals. “It has long been recognized that resident
aliens enjoy the protections of the First Amendment.” Price
v. INS., 962 F.2d 836, 841 (9th Cir. 1991) (internal citations
omitted). The line drawn in Bluman separates citizens with
the right to participate in government from foreign nationals
subject to federal law but with no corollary right of
participation. Alaska draws its line even more carefully by

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THOMPSON V . HEBDON 49
applying the aggregate contribution limit only to
nonresidents.5
3
I respectfully disagree that the Supreme Court has
foreclosed this issue because it rejected other purported
interests. Foundational to the judicial role is a recognition
that “[w]ithout jurisdiction the court cannot proceed at all in
any cause.” Steel Co. v. Citizens for Better Env’t, 523 U.S.
83, 94 (1998) (quoting Ex parte McCardle, 74 U.S. 506, 514
(7 Wall.) (1868)). Jurisdiction extends only to “Cases” and
“Controversies.” U.S. Const. art. III, § 2. It emphatically
does not extend to issues that are not before a court. No court
can reject a self-governance theory unless it is asked to do
so. The Supreme Court has yet to take up this question; in
resolving this controversy, it is not our role to apply a
holding that does not exist.
4
“The Constitution limited but did not abolish the
sovereign powers of the States, which retained ‘a residuary
and inviolable sovereignty.’” Murphy v. Nat’l Collegiate
Athletic Ass’n, 138 S. Ct. 1461, 1475 (2018) (quoting The
5 This, too, is why VanNatta v. Keisling, 151 F.3d 1215 (9th Cir.
1998), is immediately distinguishable, even if it remains good law and
speaks to this precise issue, both of which propositions are questionable.
VanNatta is distinguishable because it limited out-of-district
contributions to candidates for state office. Id. at 1217. Further, as we
noted in Eddleman, reliance on the Court’s approach in VanNatta “fails
to recognize the impact of the Supreme Court’s . . . decision in Shrink
Missouri.” 343 F.3d at 1091 n.2. And the majority opinion in VanNatta
is framed as a rejection of the state’s evidence and legal argument rather
than as setting forth a hard-and-fast rule regarding the constitutionality
of all limits on out-of-district contributions. 151 F.3d at 1217–18.

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50 THOMPSON V . HEBDON
Federalist No. 39, at 245 (James Madison) (Clinton Rossiter
ed., 1961)). This basic principle arises from “a fundamental
structural decision incorporated into the Constitution.” Id.
Our federalist system is not binary; it does not simply pit
the states—as a single entity—against federal power.
Rather, it recognizes the sovereignty of each individual state.
In the words of Justice Marshall, “[n]o political dreamer was
ever wild enough to think of breaking down the lines which
separate the States, and of compounding the American
people into one common mass.” McCulloch v. Maryland,
17 U.S. 316, 403 (4 Wheat.) (1819). Under our Constitution,
“the people of each state compose a State, having its own
government, and endowed with all the functions essential to
separate and independent existence.” Lane Cnty. v. Oregon,
74 U.S. 71, 76 (7 Wall.) (1868). “Not only, therefore, can
there be no loss of separate and independent autonomy to the
States, through their union under the Constitution, but . . .
the preservation of the States, and the maintenance of their
governments, are as much within the design and care of the
Constitution as the preservation of the Union and the
maintenance of the National government.” Texas v. White,
74 U.S. 700, 725 (7 Wall.) (1868).
In the current, highly partisan political climate, regional
differences may be obscured by contentious national issues.
Jessica Bulman-Pozen, Executive Federalism Comes to
America, 102 VA. L. REV. 953, 962–63 (2016). However,
“[e]ven at the level of national politics, . . . there always
remains a meaningful distinction between someone who is a
citizen of the United States and of Georgia and someone who
is a citizen of the United States and of Massachusetts.” U.S.
Term Limits, Inc. v. Thornton, 514 U.S. 779, 859 (1995)
(Thomas, J., dissenting).

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THOMPSON V . HEBDON 51
Here, of course, we are not dealing with politics at a
national level, but only with Alaska’s ability to take
measures to “represent and remain accountable to its own
citizens.” Printz v. United States, 521 U.S. 898, 920 (1997)
(internal citations omitted). State governments can and
should be “more sensitive to the diverse needs” of their
populations. Gregory v. Ashcroft, 501 U.S. 452, 458 (1991).
Alaska must have the right to prevent non-resident interests
from taking hold of their elections. See Anthony Johnstone,
Outside Influence, 13 ELECTION L. J. 117, 122–23(2014)
(“No form of federalism, and therefore no form of
government under the Constitution, works without limits on
outside influence in the states.”). Therefore, I disagree that
Alaska’s self-governance interest is not “sufficiently
important” for purposes of limiting campaign contributions.
Lair II, 798 F.3d at 742 (quoting Eddleman, 343 F.3d
at 1092).
III
For these reasons, I respectfully dissent, in part. I agree
that Alaska’s limit on political party contributions to
individual candidates does not violate the First Amendment.
However, I also would hold that Alaska’s limitations on
individual contributions to candidates and election-related
groups as well as its nonresident aggregate contribution limit
are constitutional. Thus, I would affirm the judgment of the
district court in its entirety.

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