In the 

United States Court of Appeals 

For the Seventh Circuit ____________________ 

No. 18-3475 

DAN PROFT and LIBERTY PRINCIPLES PAC, 

Plaintiffs-Appellants, 

v.

KWAME RAOUL, Attorney General of Illinois, et al., 

Defendants-Appellees. 

____________________ 

Appeal from the United States District Court for the 

Northern District of Illinois, Eastern Division. 

No. 1:18-cv-04947 — Virginia M. Kendall, Judge. 

____________________ 

ARGUED SEPTEMBER 6, 2019 — DECIDED DECEMBER 16, 2019 

____________________ 

Before EASTERBROOK, KANNE, and BRENNAN, Circuit 

Judges. 

BRENNAN, Circuit Judge. A provision of the Illinois Election 

Code limits how much money entities can contribute to political campaigns. But in some races, Illinois lifts these limits, 

allowing certain entities to make unlimited campaign contributions and coordinate unlimited spending with candidates. 

Illinois Liberty PAC, an independent expenditure committee, 

is not one of these entities; indeed, Illinois bans all 
2 No. 18-3475 

independent expenditure committees from making campaign 

contributions and from coordinating spending with candidates. 

Plaintiffs Dan Proft and the Illinois Liberty PAC do not attack the entire contribution and coordination ban enforced 

against independent expenditure committees. Rather, they 

seek to overturn the ban only when unlimited contributions 

and unlimited coordinated expenditures are allowed for others. Otherwise, plaintiffs claim, Illinois’s ban violates the First 

Amendment rights of free speech and free association and the 

Fourteenth Amendment right of equal protection. 

Whether a constitutional violation exists here depends on 

if the contribution and coordination ban is closely drawn to 

prevent corruption or the appearance of corruption. Because 

striking down the ban would increase the risk of corruption 

and circumvent other election code sections that work to prevent political corruption, we affirm the district court’s dismissal of this suit and denial of plaintiffs’ motion for a preliminary injunction. 

I. 

A. The Illinois Election Code 

Like many states, Illinois permits political contributions 

by individuals, corporations, unions, associations, political 

action committees (“PACs”), and political parties. Illinois limits how much money these groups may contribute to a political campaign. See 10 ILL. COMP. STAT. 5/9-8.5(b). Individuals 

may contribute up to $5,000; corporations, unions, and associations may donate up to $10,000; and PACs may provide up 

to $50,000. Id. The Illinois Election Code does not limit 
No. 18-3475 3

contributions by a political party in a general election, but it 

does limit a political party’s contributions in a primary election. Id. 

Unlike many other states, Illinois lifts these contribution 

limits in some races. If a candidate’s self-funding exceeds 

$250,000 in a race for statewide office, or $100,000 in any other 

race, or if spending by an independent expenditure committee 

or individual exceeds either of these limits, the Illinois Election Code waives contribution limits for all candidates in that 

race. 10 ILL. COMP. STAT. 5/9-8.5(h), (h-5). In short, the code allows individuals and certain entities to contribute to and coordinate with candidates without limits when self-funding or 

independent expenditures exceed a threshold amount. 

In addition to regulating contributions to candidates, the 

Illinois Election Code regulates independent expenditures. 

Those expenditures are (1) “any payment, gift, donation, or 

expenditure of funds,” (2) used “for the purpose of making 

electioneering communications” or for advocating in support 

of a candidate or against a candidate, and (3) not made in coordination with a campaign. 10 ILL. COMP. STAT. 5/9-1.15. Before making political expenditures exceeding $3,000 in a 

12-month period, the Illinois Election Code requires any entity (other than an individual) to first register as a political 

committee. 10 ILL. COMP. STAT. 5/9-8.6(b). 

An independent expenditure committee is a type of political committee that may “accept unlimited contributions from 

any source, provided [] the independent expenditure committee does not make contributions to any candidate ... , political 

party committee, or [PAC].” 10 ILL. COMP. STAT. 5/9-3(d-5). 

The Illinois Election Code never permits independent expenditure committees to contribute to candidates, even when 
4 No. 18-3475 

contribution limits are lifted for individuals and other entities.1 If an independent expenditure committee violates the 

code by contributing to a candidate, party, or PAC, the Illinois 

State Board of Elections assesses a fine on the independent 

expenditure committee “equal to the amount of any contribution received in the preceding 2 years by the independent expenditure committee that exceeded the limits [] a [PAC]” may 

accept in an election cycle. 10 ILL. COMP. STAT. 5/9-8.6(d). In 

effect, the Illinois Election Code grants independent expenditure committees a trade-off—they can raise unlimited funds 

for independent expenditures, but they risk heavy fines if 

those funds are contributed to candidates, parties, or PACs. 

B. Claims by Proft and Illinois Liberty PAC 

Illinois Liberty PAC is an Illinois-based independent expenditure committee that supports Illinois political candidates committed to economic liberty. Proft founded Illinois 

Liberty PAC and currently serves as its chairman and treasurer. Although the Illinois Election Code bars independent 

expenditure committees from contributing to or coordinating 

with candidates, Proft, through Illinois Liberty PAC, wants to 

make unlimited contributions directly to political candidates 

and coordinate with those candidates in races where the code 

lifts contribution caps for other entities and individuals. To do 

so, plaintiffs filed a complaint against the Illinois Attorney 

 1 Federal law imposes a similar ban on independent expenditure committees contributing to federal candidates or coordinating with federal 

candidates. See McCutcheon v. FEC, 572 U.S. 185, 193 n.2 (2014) (“A socalled ‘Super PAC’ is a PAC that makes only independent expenditures 

and cannot contribute to candidates.”). But because Illinois Liberty PAC 

is regulated by Illinois campaign finance law, federal campaign finance 

regulations do not apply here. 
No. 18-3475 5

General and the members of the Illinois State Board of Elections to obtain declaratory and injunctive relief permitting 

such contributions and coordinated spending. Plaintiffs argue 

that by excluding independent expenditure committees from 

making these contributions and coordinated expenditures, Illinois has violated their First Amendment rights to free 

speech and free association and their Fourteenth Amendment 

rights under the Equal Protection Clause. 

Plaintiffs raised these arguments in a motion to enjoin the 

Illinois Attorney General from enforcing the Illinois Election 

Code in the 2018 election. The Illinois defendants opposed 

plaintiffs’ preliminary injunction request and moved to dismiss plaintiffs’ complaint. The district court looked to 

whether the code’s ban on contributions and coordination by 

independent expenditure committees satisfied the Supreme 

Court’s requirement that contribution limits serve “a sufficiently important interest and employ means closely drawn 

to avoid unnecessary abridgment of associational freedoms.” 

Buckley v. Valeo, 424 U.S. 1, 25 (1976) (citations omitted). The 

court found that the Illinois Election Code’s “suppression of 

independent expenditure committee[] contributions to candidates” satisfied the standard for constitutionality set by the 

Supreme Court because the ban “prevent[ed] corruption or its 

appearance” through “closely drawn means.” After finding 

the contribution and coordination ban constitutional, the district court granted defendants’ motion to dismiss and denied 

plaintiffs’ motion for a preliminary injunction. Plaintiffs appeal those decisions. 
6 No. 18-3475 

II. 

A. Standards of Review 

We review a dismissal order under Federal Rule of Civil 

Procedure 12(b)(6) de novo. Tagami v. City of Chicago, 875 F.3d 

375, 377 (7th Cir. 2017) (citation omitted). To survive a Rule 

12(b)(6) motion to dismiss, a claim for relief must be “plausible on its face.” Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570 

(2007). When reviewing the district court’s grant of a 12(b)(6) 

motion to dismiss, “[w]e construe the complaint in the light 

most favorable to the plaintiff, accepting as true all wellpleaded facts alleged, and drawing all possible inferences in 

[the plaintiff’s] favor.” Tamayo v. Blagojevich, 526 F.3d 1074, 

1081 (7th Cir. 2008) (citations omitted). 

Plaintiffs urge this court to apply a strict scrutiny standard 

when reviewing the contribution and coordination ban under 

the First Amendment because “the ban discriminates against 

certain political speakers ... and in favor of others.” Although 

“[m]ost laws that burden political speech are subject to strict 

scrutiny[,] ... the Supreme Court has adopted a form of intermediate scrutiny” when contribution limits are at issue. Ill. 

Liberty PAC v. Madigan, 904 F.3d 463, 469 (7th Cir. 2018) (citation omitted). Under this intermediate scrutiny standard of 

review, “[c]ampaign contribution limits are generally permissible if the government can establish that they are ‘closely 

drawn’ to serve a ‘sufficiently important interest.’” Wis. Right 

to Life State PAC v. Barland, 664 F.3d 139, 152 (7th Cir. 2011) 

(quoting Buckley, 424 U.S. at 25). And because coordinated expenditures “are as useful to [] candidate[s] as cash,” coordinated expenditures are subject to the same closely drawn 

standard as contribution limits. See FEC v. Colo. Republican 

Federal Campaign Committee, 533 U.S. 431, 446 (2001) (citing 
No. 18-3475 7

Buckley, 424 U.S. at 47). Because the Illinois Election Code bans 

contributions and coordinated expenditures by independent 

expenditure committees but not independent expenditures, 

we apply the “closely drawn” standard to plaintiffs’ First 

Amendment claim. See McCutcheon, 572 U.S. at 197 (citing 

Buckley, 424 U.S. at 21, 25). 

Plaintiffs also contend the contribution and coordination 

ban violates the Equal Protection Clause. When, as here, a 

plaintiff alleges equal protection challenges in a case involving First Amendment rights, the Supreme Court has applied 

strict scrutiny to equal protection challenges only “when a 

First Amendment analysis would itself have required such 

scrutiny.” Wagner v. FEC, 793 F.3d 1, 32 (D.C. Cir. 2015). Because, in the context of contribution limits, “it makes no difference whether a challenge to the disparate treatment of 

speakers or speech is framed under the First Amendment or 

the Equal Protection Clause,” Ill. Liberty PAC v. Madigan, 902 

F. Supp. 2d 1113, 1126 (N.D. Ill. 2012) (citations omitted), aff’d

904 F.3d 463 (7th Cir. 2018), this court will apply the same 

standard of review to plaintiffs’ Equal Protection Clause claim 

as to plaintiffs’ First Amendment claim. Thus, whether the 

district court correctly dismissed the complaint turns on 

whether the Illinois Election Code’s contribution and coordination ban serves “a sufficiently important interest and employs means closely drawn.” Buckley, 424 U.S. at 25 (citations 

omitted). 

B. Discussion 

“Preventing actual or apparent quid pro quo corruption is 

the only interest the Supreme Court has recognized as sufficient to justify campaign-finance restrictions” under the 

“closely drawn” standard. Wis. Right to Life State PAC, 664 
8 No. 18-3475 

F.3d at 153. See also FEC v. Nat’l Conservative PAC, 470 U.S. 480, 

496–97 (1985) (“We held in Buckley and reaffirmed in Citizens 

Against Rent Control that preventing corruption or the appearance of corruption are the only legitimate and compelling 

government interests thus far identified for restricting campaign finances.”). 

Here, if the contribution and coordination ban on 

independent expenditure committees is lifted in races where 

contribution caps are removed, a substantial risk of actual or 

apparent corruption would arise. Lifting the ban in these 

races would allow independent expenditure committees to 

use “unlimited contributions from any source” to contribute 

unlimited sums of money to candidates and to coordinate unlimited spending with candidates. 10 ILL. COMP. STAT. 

5/9-3(d-5). Allowing such large contributions to candidates 

would create manifest opportunities for corruption. See Buckley, 424 U.S. at 46 (“[I]ndependent advocacy ... does not [] appear to pose dangers of real or apparent corruption comparable to those identified with large campaign contributions.”). 

Plaintiffs discount these dangers and argue that contributions 

and coordinated expenditures by independent expenditure 

committees “would [not] pose a greater threat of corruption 

than contributions or coordination by anyone else.” But striking down the coordination and contribution ban would 

permit independent expenditure committees to circumvent 

key sections of the Illinois Election Code that work to prevent 

political corruption. 

Unlike independent expenditure committees, which are 

permitted to “accept unlimited contributions from any 

source,” 10 ILL. COMP. STAT. 5/9-3(d-5), PACs are subject to restrictions on the amount of contributions they may receive 
No. 18-3475 9

from any one individual or entity. 10 ILL. COMP. STAT. 

5/9-8.5(d). Because the Illinois Election Code limits contributions to PACs, donors are less likely to use PACs as conduits 

for contributing money to candidates in corrupt dealings. For 

example, in a race where the contribution cap is lifted, an individual could enter into a quid pro quo agreement with a 

candidate, contribute up to $10,000 to a PAC, id., and then request the PAC donate the money to the candidate. Although 

PACs can contribute to candidates without limits in races 

where the contribution cap is lifted, an individual donor 

could contribute up to $10,000 through PACs to a candidate 

in an election cycle. This $10,000 contribution limit reduces 

the risk of quid pro quo corruption. See generally Buckley, 424 

U.S. at 38 (holding contributions to PACs can be limited to 

prevent the actuality and appearance of corruption). But if the 

contribution and coordination ban was struck down, donors 

could avoid the statutory safeguards that apply to PACs and 

instead use independent expenditure committees to donate 

unlimited sums of money to political candidates or coordinate 

with political candidates without limits in races where the 

contribution cap is lifted. 

Partially lifting the contribution and coordination ban on 

independent expenditure committees also would permit individuals to circumvent Illinois’s disclosure regime. Currently, 

an individual can donate unlimited sums of money directly 

to a candidate in a race where the contribution limits are 

lifted. 10 ILL. COMP. STAT. 5/9-8.5(h), (h-5). But under the disclosure regime imposed by Illinois’s Election Code, candidates receiving contributions must disclose the “full name 

and mailing address” of any individual who contributed 

more than $150 to his or her campaign. 10 ILL. COMP. STAT. 5/9-

10(b); 10 ILL. COMP. STAT. 5/9-11(a)(4). This disclosure—
10 No. 18-3475 

linking the individuals making contributions to the candidates receiving those contributions—reduces the risk of corrupt dealings. See Buckley, 424 U.S. at 67 (“A public armed 

with information about a candidate’s most generous supporters is better able to detect any post-election special favors that 

may be given in return.”). 

If the contribution and coordination ban were lifted, an individual could make unlimited contributions to an independent expenditure committee and then request that committee 

donate those funds to a candidate. Independent expenditure 

committees would still be required to disclose the name and 

mailing address of that individual if he contributes more than 

$150, 10 ILL. COMP. STAT. 5/9-10(b); 10 ILL. COMP. STAT. 

5/9-11(a)(4), and the candidate and the independent expenditure committee would still have to disclose any contribution 

from the independent expenditure committee to the candidate that amounts to more than $150, 10 ILL. COMP. STAT. 

5/9-10(b); 10 ILL. COMP. STAT. 5/9-11(a)(6). But, despite these 

provisions, an individual could obscure his identity as a donor by funneling his contributions through an independent 

expenditure committee. And passing contributions in this 

manner may be a particularly effective way of hiding quid pro 

quo transactions. Funds may commingle within an independent expenditure committee, and these committees may even 

transfer funds back and forth to one another without penalty 

under 10 ILL. COMP. STAT. § 5/9-8.6(d), further concealing the 

source of contributions to a candidate. Striking down the contribution and coordination ban for independent expenditure 

committees could thus permit corrupt actors to avoid Illinois’s disclosure system and public oversight. See Buckley, 424 

U.S. at 67 (“[D]isclosure requirements deter actual corruption 

and avoid the appearance of corruption by exposing large 
No. 18-3475 11

contributions and expenditures to the light of publicity.”). 

This court has heeded “[t]he need for an effective and comprehensive disclosure system” in the past, and we do so again 

here. Ctr. For Individual Freedom v. Madigan, 697 F.3d 464, 490 

(7th Cir. 2012). 

Plaintiffs’ request would turn Illinois Liberty PAC into a 

quasi-independent expenditure committee that can contribute to and coordinate with candidates.2 Because contributions 

and coordinated spending are at issue, we look to whether the 

contribution and coordination ban satisfies “a sufficiently important interest and employs means closely drawn.” Buckley, 

424 U.S. at 25. The ban serves a sufficiently important interest—the prevention of actual or apparent corruption—by 

ensuring independent expenditure committees cannot circumvent key Illinois Election Code provisions that prevent 

corruption, such as 10 ILL. COMP. STAT. § 5/9-8.5(d), which limits political contributions, and 10 ILL. COMP. STAT. 5/9-10(b), 

which requires financial disclosures. And, by prohibiting independent expenditure committees from making 

 

2 If independent expenditure committees could make contributions to 

candidates and coordinate with candidates as plaintiffs wish, Illinois 

could then restrict contributions to independent expenditure committees. 

Independent expenditure committees are only able to avoid limits on the 

contributions they receive because those committees are limited to making 

independent expenditures. See SpeechNow.org v. FEC, 599 F.3d 686, 696 

(D.C. Cir. 2010) (“[B]ecause Citizens United holds that independent expenditures do not corrupt or give the appearance of corruption as a matter 

of law, then the government can have no anti-corruption interest in limiting contributions to independent expenditure-only organizations.”). In 

that sense, should plaintiffs have succeeded in this case, Illinois could 

have subjected Illinois Liberty PAC to the same regulations as PACs, including contribution limits. 
12 No. 18-3475 

contributions to or coordinating spending with candidates, Illinois employs means closely drawn. Illinois’s statutory 

scheme leaves ample room for independent expenditure committees to participate in Illinois politics. The ban regulates 

only contributions and coordinated spending by these committees—the activities most likely to give rise to the prospect 

of corruption. 

III. 

Next, plaintiffs argue the district court erred when it denied their motion for a preliminary injunction. That motion 

sought to enjoin the “Defendants from enforcing Illinois‘[s] 

ban on coordinated expenditures and contributions to candidates by independent expenditure committees in any race 

where contribution limits have otherwise been eliminated.” 

To obtain a preliminary injunction, “the moving party 

must establish that (1) without preliminary relief, it will suffer 

irreparable harm before final resolution of its claims; (2) legal 

remedies are inadequate; and (3) its claim has some likelihood 

of success on the merits.” Eli Lilly & Co. v. Arla Foods, Inc., 893 

F.3d 375, 381 (7th Cir. 2018) (citation omitted). If the moving 

party fails to make this showing, the court does not have to 

proceed to balancing the resulting harms. Id. (citation omitted). When reviewing a district court’s grant or denial of a 

preliminary injunction, “[w]e review the district court’s findings of fact for clear error, its legal conclusions de novo, and its 

balancing of the factors for a preliminary injunction for abuse 

of discretion.” D.U. v. Rhoades, 825 F.3d 331, 335 (7th Cir. 2016) 

(citations omitted). 

Here, the district court denied plaintiffs’ motion for a preliminary injunction after finding that plaintiffs were unlikely 
No. 18-3475 13

to succeed on the merits of their claims and that Illinois’s interest in enforcing democratically enacted statutes and maintaining the integrity of the electoral process outweighs the 

harms imposed on plaintiffs by the challenged provision. 

Because plaintiffs have not demonstrated any likelihood 

of success on the merits, the district court correctly denied 

their motion for a preliminary injunction. As mentioned 

above, the contribution and coordination ban is necessary to 

prevent corruption or its appearance and is closely tailored to 

that purpose. Setting aside plaintiffs’ inability to succeed on 

the merits, plaintiffs have also failed to establish that they deserve equitable relief because their legal remedies are inadequate. If Proft wishes to make contributions to candidates or 

coordinate with candidates, he may reorganize Illinois Liberty PAC as a political action committee. And if Proft wishes 

to contribute to candidates, coordinate with candidates, and

make independent expenditures, he may instead form a political action committee while continuing to manage Illinois 

Liberty PAC. 10 ILL. COMP. STAT. 5/9-2(d). 

IV.

The district court did not err by granting defendants’ motion to dismiss and denying plaintiffs’ motion for a preliminary injunction. Accordingly, its judgment is AFFIRMED.