## United States Court of Appeals
FOR THE EIGHTH CIRCUIT

________________ No. 08-2161

________________

Friends of Lake View School * District Incorporation No. 25 of * Phillips County; Henrietta Wilson, * individually and in her capacity as * an elected member of the Lake View * School Board of Directors, a * taxpayer, a patron, and next of * kin of Will Henry Kyle Wilson; * Linell Lewis, a Lake View School * District taxpayer and next of kin * of Linell Lewis, Trinell Lewis, * Appeal from the United States and Shacoria Lewis; Dwight * District Court for the Swanigan, a Lake View School * Eastern District of Arkansas. District taxpayer; Connie L. * Burks-Wilkins, next of kin of * Theaurty Griffin, Raina Burks, * and Wayne Burks; Gussie Martin, * a resident, taxpayer, and patron, *
* Appellants, *
* v. *
* Mike Beebe, 1 in his official * capacity as Governor of the *

1 Mike Beebe became Governor of Arkansas on January 9, 2007, and is automatically substituted for his pred ecessor, Governor Mike Huckabee. See Fed. R. App. P. 43(c)(2).State of Arkansas; Diana Julian, 2 * in her official capacity as * Interim Commissioner of the * Arkansas Department of * Education; the Arkansas State * Board of Education, including * its individual members in their * official capacities; State of * Arkansas, *
* Appellees. *

_______________ Submitted: April 14, 2009 Filed: August 25, 2009

________________ Before WOLLMAN, MELLOY and GRUENDER, Circuit Judges.

________________ GRUENDER, Circuit Judge.

On May 28, 2004, the Arkansas State Board of Education ordered the consolidation of the Lake View School District with the Barton-Lexa School District under “Act 60,” a law enacted by the Arkansas General Assembly in its Second Extraordinary Session of 2003. 3 Act 60 required school di stricts with an “average

2 Diana Julian became Interim Commissione r of the Arkansas Department of Education on July 1, 2009, and is automati cally substituted for Kenneth James, the former Commissioner of the Arkansas Department of Education. See Fed. R. App. P. 43(c)(2).

3 The student population of the former Lake View School District was composed almost entirely of African-American students (163 African-American students compared to one white student). Meanwhile, the student population of the former Barton-Lexa School District was approximately 25 percent African-American and 75
-2-daily membership” of fewer than 350 students to be consolidated with or annexed by another school district. After the Boar d’s consolidation order took effect, the plaintiffs in this action (collectively, “Fri ends of Lake View”) sued the Governor of Arkansas, the Commissioner of the Arkansas Department of Education, the Arkansas State Board of Education, and the State of Arkansas, alleging numerous violations of federal and state law. Friends of Lake View appeal the district court’s 4grant of the defendants’ motion to dismiss. For the following reasons, we affirm.

I. BACKGROUND

On June 18, 2004, the Arkansas Supreme Court issued its opinion in Lake View School District No. 25 v. Huckabee ( Lake View 2004 ), 189 S.W.3d 1 (Ark. 2004), the latest iteration in a series of cases deali ng with the financing of public education in Arkansas. 5 The court had previously held that the state’s public education system did not meet the requirements of the Arkansas Constitution, including the “absolute duty . . . to provide an adequate education to each school child.” Lake View Sch. Dist. No. 25 v. Huckabee ( Lake View 2002 ), 91 S.W.3d 472, 495 (Ark. 2002). In Lake View 2004 , the court found that the Arkansas General Assembly and the Arkansas Department of Education had comp lied with the court’s order in Lake View 2002 by taking significant remedial action. See Lake View 2004 , 189 S.W.3d at 3-17. Accordingly, the Arkansas Supreme Court released jurisdiction over the litigation and ordered its mandate to issue. Id. at 17.

percent white. After the consolidation, the student population of the new Barton-Lexa School District was approximately 38 percen t African-American and 62 percent white.

4 The Honorable William R. Wilson, Jr., United States District Judge for the Eastern District of Arkansas.

5 We refer to these cases collectively as “the Lake View litigation,” and to each of the Arkansas Supreme Court’s opinions by year.
-3-On October 25, 2004, Friends of Lake Vi ew sued in federal court, seeking declaratory and injunctive relief, as well as damages, restitution, and attorney’s fees. Although the complaint included eleven separate causes of action, the only claim that Friends of Lake View address on appeal challenges the constitutionality of Act 60 under the Fourteenth Amendment.

On June 9, 2005, the Arkansas Suprem e Court recalled its mandate in the Lake View litigation and appointed special masters to evaluate whether Governor Huckabee and the other defendants had complied w ith the court’s previous orders. Lake View Sch. Dist. No. 25 v. Huckabee ( Lake View 2005 ), 220 S.W.3d 645, 646-47 (Ark. 2005). Thereafter, the distri ct court denied Friends of Lake View’s motion for a preliminary injunction to prevent the defendants from implementing Act 60. Friends of Lakeview Sch. Dist. Incor poration No. 25 v. Huckabee , No. 2:04-cv-00184, slip op. at 15 (E.D. Ark. Aug. 26, 2005). While both sides insisted that this action did not involve the same issues as the state-c ourt proceedings, the district court announced that it would abstain from taking “further action” under the Younger doctrine, 6 “pending completion of the proceedings be fore the Arkansas Supreme Court.” Id. at 14-16.

The Arkansas Supreme Court stayed th e issuance of its mandate until December 1, 2006. Lake View 2005 , 220 S.W.3d at 657. On November 30, 2006, the court stayed the issuance of its mandate for another 180 days. Lake View Sch. Dist. No. 25 v. Huckabee ( Lake View 2007 ), 257 S.W.3d 879, 879 (Ark. 2007). Finally, on May 31, 2007, the Arkansas Supreme Court concl uded that Arkansas’s “system of publicschool financing is now in constitutional compliance” and ordered its mandate to issue. Id. at 883.

6 See Younger v. Harris , 401 U.S. 37 (1971).
-4-On October 11, 2007, the district court “reopened” this case for the limited purpose of “determining subject-matter ju risdiction and claim preclusion under the Full Faith and Credit Statute [28 U.S.C. § 1738].” Friends of Lakeview Sch. Dist. Incorporation No. 25 v. Huckabee , No. 2:04-cv-00184, 2007 WL 3005336, at *2 (E.D. Ark. Oct. 11, 2007). The defendants moved to dismiss for lack of subjectmatter jurisdiction under the Rooker

- Feldman doctrine. 7 The defendants argued in the alternative that some of the claims raised in Friends of Lake View’s complaint were barred by sovereign immunity and that other claims were barred by the preclusive effect of the Lake View litigation before the Arkansas Supreme Court.

On April 8, 2008, the district court gran ted the defendants’ motion to dismiss. In lieu of issuing a full opinion, the district court adopted a “well-reasoned order” issued by a different judge in a different case. Friends of Lakeview Sch. Dist. Incorporation No. 25 v. Huckabee , No. 2:04-cv-00184, 2008 WL 961576, at *1 (E.D. Ark. Apr. 8, 2008) (adopting Friends of Eudora Pub. Sch. Dist. v. Beebe , No. 5:06-cv00044, 2008 WL 828360 (E.D. Ark. Mar. 25, 2008)). Friends of Lake View appeal.

II. DISCUSSION

We review de novo a district court’s decision to grant a motion to dismiss. Schaaf v. Residential Funding Corp. , 517 F.3d 544, 549 (8th Cir.), cert. denied , 555 U.S. ---, 129 S. Ct. 222 (2008). The reviewing court must accept as true all factual allegations set out in the complaint. Hastings v. Wilson , 516 F.3d 1055, 1058 (8th Cir. 2008). An action may be dismissed under Rule12(b)(6) of the Federal Rules of Civil Procedure if the complaint fails to state a claim upon whic h relief can be granted. Schaaf , 517 F.3d at 549.

7 See Rooker v. Fid. Tr. Co. , 263 U.S. 413 (1923); D.C. Ct. App. v. Feldman , 460 U.S. 462 (1983).
-5-At the outset, we note that Friends of Lake View object to the manner in which the district court dismissed this action. To be sure, Friends of Eudora involved many of the same issues that were rais ed in the present case, including the Rooker

- Feldman doctrine, issue and claim preclusion, failu re to state a claim upon which relief can be granted, and sovereign immunity. On the other hand, Friends of Eudora involved different parties, different f acts, a different procedural history, some different claims, and some different arguments. As a result of those differences, some of the court’s reasoning in Friends of Eudora was plainly inapplicable here. 8 Nevertheless, we find that a remand is not warranted in this in stance because we may affirm the district court’s grant of the defendants’ motion to dismiss “on any basis supported by the record,” Phipps v. FDIC , 417 F.3d 1006, 1010 (8th Cir. 2005) (citing Migliaccio v. K-tel Int’l, Inc. ( In re K-tel Int’l Inc. Sec. Litig. ), 300 F.3d 881, 889 (8th Cir. 2002)).

We turn next to the defendants’ argument that the district court lacked subjectmatter jurisdiction over this acti on due to the operation of the Rooker-Feldman doctrine. The “basic theory” of the Rooker-Feldman doctrine is “that only the United States Supreme Court has been given jurisd iction to review a state-court decision,” so federal district courts generally lack subject-matter jurisdiction over “attempted appeals from a state-court judgment.” 18B Charles Alan Wright et al., Federal Practice and Procedure § 4469.1, at 97, 101 (2d ed. 2002); see Dornheim v. Sholes , 430 F.3d 919, 923 (8th Cir. 2005). The Supreme Court has made clear that the Rooker

- Feldman doctrine occupies a “narrow ground.” Exxon Mobil Corp. v. Saudi Basic Indus. Corp. , 544 U.S. 280, 284 (2005). More specifically, the Court held in Exxon Mobil that the Rooker-Feldman doctrine “is confined to cases . . . brought by

8 For example, the court in Friends of Eudora held that the plaintiffs lacked standing to challenge the constitutionality of Act 60 because the Eudora School District was annexed by another school district under Arkansas’s fiscal distress statutes. Friends of Eudora , 2008 WL 828360, at *4. He re, by contrast, the Lake View School District was consolidated with(rather than annexed by) the Barton-Lexa School District under Act 60 (rather than Arkansas’s fiscal distress statutes).
-6-state-court losers complaining of injuri es caused by state-court judgments rendered before the district court proceedings commenced.” Id. And we have held that “the Rooker-Feldman doctrine does not bar federal clai ms brought in federal court when a state court previously presented with the same claims declined to reach their merits.” Simes v. Huckabee , 354 F.3d 823, 830 (8th Cir. 2004); see also Riehm v. Engelking , 538 F.3d 952, 964-65 (8th Cir. 2008).

Friends of Lake View do not claim to be aggrieved by the outcome of the Lake View litigation; hence, this action is not an attempt to appeal from an adverse statecourt judgment. Friends of Lake View inst ead complain of injuries resulting from the consolidation of the Lake View School District under Act 60. That fact alone would seem to foreclose the defendants’ argument that the Rooker-Feldman doctrine applies. See Exxon Mobil , 544 U.S. at 284; see also Riehm , 538 F.3d at 965.

Still, the defendants contend that Friends of Lake View’s challenge to the constitutionality of Act 60 was “raise d, briefed, and rejected” in Lake View 2004 , so a federal judgment in favor of Friends of Lake View w ould effectively overrule the Arkansas Supreme Court’s contrary decision. 9 While the constitutionality of Act 60 does appear to have beenraised and briefed in Lake View 2004 by the Lake View School District, the Arkansas Supreme Court did not decide the issue one way or the other. Instead, after noting that the Lake View School District had asked the court to retain jurisdiction in order to declare Act 60 unconstitutional, Lake View 2004 , 189 S.W.3d at 15, the court released jurisdicti on and ordered its mandate to issue without addressing the claim on the merits, id. at 15-17. This too would seem to foreclose the

9 We note that the Rooker-Feldman doctrine does not oust subject-matter jurisdiction when a nonparty to a completed state-court proceeding later brings a federal action. See Johnson v. De Grandy , 512 U.S. 997, 1006 (1994); Riehm , 538 F.3d at 965. The nonparty exception apparently does not apply in this case, however, because Friends of Lake View have not di sputed the defendants’ assertion that they were joined as plaintiffs in the Lake View litigation.
-7-defendants’ argument that the Rooker-Feldman doctrine applies. See Simes , 354 F.3d at 830; Riehm , 538 F.3d at 964-65.

The defendants suggest, however, that the Arkansas Supreme Court implicitly decided that Act 60 comported with the Fourteenth Amendment, since the court could not otherwise have “determin[ed] that the State complied with its obligation to provide Arkansas’s children with an adequate and substantially equal education.” But the state’s obligation to provide an adequateand substantially equal education arises under Article 14 of the Arkansas Constitution, not the Fourteenth Amendment to the United States Constitution. See Lake View 2002 , 91 S.W.3d at 495 (“[W]e conclude that the clear language of Article 14 impos es upon the State an absolute constitutional duty to educate our children . . . .); id. (“The critical point is that the State has an absolute duty under our constitution to provi de an adequate education to each school child.”). Thus, the Arkansas Supreme C ourt’s determination that the state was in substantial compliance with its obligati ons under state law says nothing about the constitutionality of Act 60 under federal law. Moreover, the Arkansas Supreme Court’s outright refusal to retain jurisdic tion “to serve as a watchdog agency” or “a brooding superlegislature,” Lake View 2004 , 189 S.W.3d at 16, leaves no doubt that the court did not decide, sub silentio, an important question of federal constitutional law. Accordingly, we conclude that the Rooker-Feldman doctrine did not preclude the district court from exercising subject-matter jurisdiction over this action.

The defendants argue in the alternative th at Friends of Lake View’s claims are barred by the preclusive effect of the Lake View litigation before the Arkansas Supreme Court. To address this argumentwe consider Arkansas law, for the Full Faith and Credit Act provides that a state-c ourt judgment must be given the “full faith and credit” in federa l courts that it would have in the state’s own courts. See 28 U.S.C. § 1738; see also Butler v. City of N. Little Rock , 980 F.2d 501, 503 (8th Cir. 1992) (citing Kremer v. Chem. Constr. Corp. , 456 U.S. 461 (1982)). Arkansas courts

-8-recognize both issue preclusi on, formerly known as collateral estoppel, and claim preclusion, formerly known as res judicata.

Issue preclusion “bars the relitigation of issues of law or fact actually litigated by the parties in the first suit.” Williams v. Marlar ( In re Marlar), 267 F.3d 749, 754 (8th Cir. 2001) (quoting Robinson v. Buie , 817 S.W.2d 431, 433 (Ark. 1991)). This rule applies only if the relevant issue was previously “determined by a valid and final judgment” and “the determination . . . [was] essential to the judgment.” State Office of Child Support Enforcement v. Willis , 59 S.W.3d 438, 444 (Ark. 2001). As we explained above, the Arkansas Supreme Court did not decide, explicitly or implicitly, whether Act 60 violated the Fourteenth Ame ndment. It follows that Friends of Lake View’s Fourteenth Amendment claim is not barred by issue preclusion.

Claim preclusion “bars another action by the plaintiff or his privies against the defendant or his priv ies on the same claim or cause of action,” provided that the previous case or controversy resulted in “a valid and final j udgment rendered on the merits by a court of co mpetent jurisdiction.” Marlar , 267 F.3d at 754 (quoting Robinson , 817 S.W.2d at 432). This rule applies against a party “only when the party had a fair and full opportunity to litigate the issue in question.” Huffman v. Alderson , 983 S.W.2d 899, 901 (Ark. 1998); see also 18 Wright et al., supra , § 4412, at 308 (“A second action may be permitted, rejecting claim preclusion, if the plaintiff specifically attempted to advance all theories in the fi rst action but was rebuffed as to the matter advanced in the second action.”). By 2004, the overriding question in the Lake View litigation was whether the state defendants had complied with the Arkansas Supreme Court’s previous orders, which required the court to determine whether the state was in compliance with its obligation to provi de an adequate and substantially equal education under the Arkansas Constitution. This case, by contrast, involves a federal cause of action and a federal constitutional claim, which the Arkansas Supreme Court

-9-simply did not address in the Lake View litigation. Thus, we are not convinced that both cases involve “the same claim or cause of action.” 10

The defendants assert that Friends of Lake View’s Fourteenth Amendment claim “could have and properly should have been raised” (and, presumably, decided) in the Lake View litigation. But the defendants’ assertion depends on a false premise—that “almost every aspect of the State’s public education system was comprehensively litigated by the parties [in the Lake View litigation] and intensely scrutinized by the Special Masters.” As we noted above, the Arkansas Supreme Court declined to consider the constitutionality of Act 60 under the Fourteenth Amendment and expressly rejected the parties’ invitati on to retain jurisdiction and “serve as a watchdog agency” or “a brooding superlegislature.” Lake View 2004 , 189 S.W.3d at 16. We conclude that Friends of Lake View’s Fourteenth Am endment claim is not barred by claim preclusion.

The dispositive question therefore becomes whether the complaint in this action stated a claim upon which relief can be grante d. The only claim that Friends of Lake View address on appeal challenges th e constitutionality of Act 60 under the Fourteenth Amendment. Consequently, Fri ends of Lake View have abandoned the other state and federal claims raised in their complaint. See Fenney v. Dakota, Minn.

10 Even if it were merely “doubtful” whether this case involves the same claim or cause of action as the Lake View litigation, Arkansas law instructs that claim preclusion does not apply when “two actions rest upon different set[s] of facts.” Hamilton v. Ark. Pollution Control & Ecology Comm’n , 969 S.W.2d 653, 657 (Ark. 1998) (quoting Thornbrough v. Barnhart , 340 S.W.2d 569, 571 (Ark. 1960)). Unlike the Lake View litigation, which rested on the alleged noncompliance with state law throughout the Arkansas public education system, this action rests on a discrete event—the consolidation of the Lake Vi ew School District with the Barton-Lexa School District under Act 60.
-10-& E. R.R. , 327 F.3d 707, 712-13 (8th Cir. 2003). 11 Regarding their Fourteenth Amendment claim, Friends of Lake View make two principal arguments, both of which are without merit.

First, Friends of Lake View contend th at Act 60 is subject to strict scrutiny because education is a fundamental right under Arkansas law. Bu t Arkansas law does not control the level of scrutiny, since Frie nds of Lake View’s claim arises under the Fourteenth Amendment. As Friends of Lake View acknowledge, the Supreme Court has rejected the proposition that education is a fundamental right under the Fourteenth Amendment, see San Antonio Indep. Sch. Dist. v. Rodriguez , 411 U.S. 1, 34-35 (1973), so we conclude that strict scrutiny review is not triggere d merely because Act 60 affects public education.

Second, Friends of Lake View contend th at Act 60 is subject to strict scrutiny because Act 60 is a racial classification. To this end, Friends of Lake View repeatedly invoke the Supreme Court’s decision in Parents Involved in Community Schools v. Seattle School District No. 1 , 551 U.S. 701 (2007). There, the Court reviewed under strict scrutiny student-assignment plans a dopted by school districts in Seattle and Louisville that classified students by race. See id. at 709-11, 718-20. Unlike the student-assignment plans at issue in Parents Involved , however, Act 60 is facially neutral: it classifies school districts ( not persons) based on their average daily membership, regardless of the racial composition of the districts’ student population. Thus, Friends of Lake View’s almost exclusive reliance on Parents Involved is misplaced.

11 Friends of Lake View seek to preserve their other claims by declaring that they “will rely on pleading [sic] and motions filed below.” We find that this is insufficient to overcome our general rule that“an issue not raisedor briefed in this court [is] waived.” See Berryhill v. Schriro , 137 F.3d 1073, 1075 n.2 (8th Cir. 1998) (quoting Stephenson v. Davenport Cmty. Sch. Dist. , 110 F.3d 1303, 1307 n.3 (8th Cir. 1997)).
-11-A facially neutral law such as Act 60 is reviewed under strict scrutiny “only if it can be proved that the law was ‘motivatedby a racial purpose or object,’ or if it is ‘unexplainable on grounds other than race.’” Hunt v. Cromartie , 526 U.S. 541, 546 (1999) (internal citation omitted) (quoting Miller v. Johnson , 515 U.S. 900, 913 (1995), and Shaw v. Reno ( Shaw I ), 509 U.S. 630, 644 (1993)). Friends of Lake View do not identify (and we have not independently located) any factual allegations in the complaint that might prove that the faci ally neutral classification scheme embodied in Act 60 was motivated by a racially disc riminatory purpose or that the scheme is unexplainable on grounds other than race. Frie nds of Lake View did allege that the defendants “knew” that most “African-Ameri can school districts” would be eliminated through consolidation under Act 60. But in this context, an allegation of disproportionate impact “is only relevant to the extent that it ‘reflects a discriminatory purpose.’” Ricketts v. City of Columbia , 36 F.3d 775, 781 (8th Cir. 1994) (quoting Washington v. Davis , 426 U.S. 229, 239 (1976)). Since a discriminatory purpose requires “more than a mere ‘awareness of the consequences,’” id. (quoting Pers. Adm’r of Mass. v. Feeney , 442 U.S. 256, 279 (1979)), Friends of Lake View’s allegation of disproportionate impact is in sufficient to state a claim upon which relief can be granted. 12

12 We have found nothing in the record to indicate that this is one of those exceedingly rare cases in which “a clear pattern, unexplainable on grounds other than race, emerges from the effect of the state action even [though] the governing legislation appears neutral on its face,” Vill. of Arlington Heights v. Metro. Hous. Dev. Corp. , 429 U.S. 252, 266 (1977). Cf. Ricketts , 36 F.3d at 781 (“[I]n only a few cases, where a facially neutral policy impacted ex clusively against one suspect class and that impact was unexplainable on neutral gr ounds, has the impact alone signalled a discriminatory purpose.” (citing Gomillion v. Lightfoot , 364 U.S. 339 (1960); Yick Wo v. Hopkins , 118 U.S. 356 (1886))). On the contrary, the Arkansas Department of Education’s enrollment data for consolidat ed school districts show that Act 60 has resulted in the consolidation of small, majo rity-white school districts as well as the consolidation of small, majority-African-American school districts. See State of Missouri ex rel. Nixon v. Coeur D’Alene Tribe , 164 F.3d 1102, 1107 (8th Cir. 1999) (“Some materials that are part of the public record . . . may be considered by a court
-12-Friends of Lake View also asserted th at the selection of 350 students as the cutoff for consolidation was “arbitrary” and that the defendants targeted the Lake View School District for “destruction.” However, those are mere “labels and conclusions.” See Bell Atl. Corp. v. Twombly , 550 U.S. 544, 555 (2007). As we recently noted in a case involving civil rights claims, “[w]hile a plaintiff need not set forth ‘detailed factual allegations’ or ‘speci fic facts’ that describe the evidence to be presented, the complaint must include suffi cient factual allegations to provide the grounds on which the claim rests.” Gregory v. Dillard’s, Inc. , 565 F.3d 464, 473 (8th Cir. 2009) (en banc) (internal citations omitted) (quoting Twombly , 550 U.S. at 555 & n.3, and Erickson v. Pardus , 551 U.S. 89, 93 (2007) (per curiam)). Friends of Lake View have failed to provideany viable grounds for a claim that Act 60 should be reviewed under strict scrutiny notwithstanding its facial neutrality.

Because Act 60 is a facially neutral law that does not infringe on a fundamental right, we apply the rational basis test. See Weems v. Little Rock Police Dep’t , 453 F.3d 1010, 1015-16 (8th Cir. 2006). On rationa l basis review, “the statute at issue carries . . . a ‘strong presumption of validity.’” Knapp v. Hanson , 183 F.3d 786, 789 (8th Cir. 1999) (quoting FCC v. Beach Commc’ns, Inc. , 508 U.S. 307, 314 (1993)). The reviewing court must uphold the challe nged law “if the classification drawn by the statute is rationally related to a legitimate [governmental] interest.” Crum v. Vincent , 493 F.3d 988, 994 (8th Cir. 2007) (a lteration in original) (quoting Gilmore v. County of Douglas , 406 F.3d 935, 939 (8th Cir. 2005)). To survive rational basis review, “all that must be show n is ‘any reasonably conceivabl e state of facts that could provide a rational basis for the classificati on,’” so “it is not necessary to wait for

in deciding a Rule 12(b)(6) motion to dismiss.”); accord Hall v. Virginia , 385 F.3d 421, 424 n.3 (4th Cir. 2004) (taking judici al notice of publicly-available data about the voting-age population in reviewing the dismissal of a vote-dilution claim). As far as we can tell, the defining characteristic of the school districts that have been eliminated due to consolidation is the sm allness of their student populations rather than their racial composition.
-13-further factual development.” Knapp , 183 F.3d at 789 (quoting Beach Commc’ns , 508 U.S. at 313); see also Gilmore , 406 F.3d at 937 (“[W]hile we view facts alleged in the complaint as true, we recognize that ‘a legi slative choice . . . may be based on rational speculation unsupported by evidence or empirical data.’” (quoting Carter v. Arkansas , 392 F.3d 965, 968 (8th Cir. 2004))).

Act 60 survives rational basis review because the State of Arkansas has a legitimate governmental interest in consolid ating school districts to achieve economies of scale and other efficiencies and the classification drawn between school districts based on their average daily membership is rationally related to advancing that interest. 13 Accordingly, we affirm the dismissa l of Friends of Lake View’s complaint for failure to state a claim upon which relief can be granted. 14

13 Friends of Lake View do not clearly distinguish between the Fourteenth Amendment guarantees of due process and equal protection. Assuming that Friends of Lake View premised their Fourteen th Amendment claim on both substantive due process and equal protection, we need not address those i ssues separately because “[a] rational basis that survives equal protec tion scrutiny also satisfies substantive due process analysis.” Executive Air Taxi Corp. v. City of Bismarck , 518 F.3d 562, 569 (8th Cir. 2008) (citing Minnesota v. Clover Leaf Creamery Co. , 449 U.S. 456, 470 n.12 (1981), and Indep. Charities of A m., Inc. v. Minnesota , 82 F.3d 791, 798 (8th Cir. 1996)). Assuming that Friends of Lake Vi ew premised their Fourteenth Amendment claim on procedural as well as substantiv e due process, they have abandoned the claim’s procedural component by failing to make any meaningful argument on appeal that the enforcement of Act 60 deprivedthem of procedural due process. See ChayVelasquez v. Ashcroft , 367 F.3d 751, 756 (8th Cir. 2004).

14 We note that the defendants assert in conclusory fash ion that “[a]ll of [Friends of Lake View’s] claims against the G overnor are barred by sovereign immunity because they do not fall within the Ex parte Young exception.” Since we affirm the dismissal of Friends of Lake View’s complaint, we need not decide whether Governor Beebe (or any of the other de fendants) would be entitled to claim sovereign immunity under the Eleventh Amendment in regard to some or all of Friends of Lake View’s claims.
-14-III. CONCLUSION

For the foregoing reasons, we affirm.

_____________________________

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