RECOMMENDED FOR FULL-TEXT PUBLICATION Pursuant to Sixth Circuit I.O.P. 32.1(b) File Name: 17a0150p.06 

### UNITED STATES COURT OF APPEALS

FOR THE SIXTH CIRCUIT

T ENNESSEE R EPUBLICAN P ARTY (16-3360); G EORGIA R EPUBLICAN P ARTY and N EW Y ORK R EPUBLICAN S TATE C OMMITTEE (16-3732), Petitioners ,

v

.

S ECURITIES AND E XCHANGE C OMMISSION ; M UNICIPAL S ECURITIES R ULEMAKING B OARD , Respondents

. ┐ │ │ │ │ │ │ │ │ │ │ ┘ Nos. 16-3360/3732

On Petition for Review to the Securities and Exchange Commission; No. MSRB-2016-06. Argued: May 4, 2017
Decided and Filed: July 13, 2017
Before: DAUGHTREY, MOORE, and KETHLEDGE, Circuit Judges.

_________________ COUNSEL

ARGUED: Jason Torchinsky, HOLTZMAN VOGEL JOSEFIAK TORCHINSKY, Warrenton, Virginia, for Petitioners. Daniel Staroselsky, SECURI TIES AND EXCHANGE COMMISSION, Washington, D.C., for Respondent Securities and Exchange Commission. Carter G. Phillips, SIDLEY AUSTIN LLP, Washington, D.C ., for Respondent Municipal Securities Rulemaking Board. ON BRIEF: Jason Torchinsky, HOLTZMAN VOGEL JOSEFIAK TORCHINSKY, Warrent on, Virginia, H. Christopher Bartolomucci, Edmund G. LaCour Jr., KIRKLAND & ELLIS LLP, Washington, D. C., for Petitioners. Daniel Staroselsky, Jeffrey A. Berger, SECURITIES AND EXC HANGE COMMISSION, Washington, D.C., for Respondent Securities and Exchange Commission. Joseph R. Guerra, Eric D. McArthur, SIDLEY AUSTIN LLP, Washin gton, D.C., Michael L. Post , MUNICIPAL SECURITIES RULEMAKING BOARD, Washington, D.C., for Respondent Munici pal Securities Rulemaking 

### >Nos. 16-3360/3732 Tenn. Republican Party et al. v. SEC et al. Page 2

Board. Allen Dickerson, CENTER FOR COMP ETITIVE POLITICS, Alexandria, Virginia, Tara Malloy, THE CAMPAIGN LEGAL CENTER , Washington, D.C., for Amici Curiae.

_________________ OPINION

_________________ KAREN NELSON MOORE, Circuit Judge. Pe titioners, the Tennessee Republican Party, the Georgia Republican Party, and the New York Republican State Committee, have challenged the legality of amendments to rules (“2016 Amendments”) pr oposed by Respondent Municipal Securities Rulemaking Board (“MSRB”) and that are “deemed to have been approved by [Respondent Securities and Exchange] Commission” (“SEC”). 15 U.S.C. § 78s(b)(2)(D) (2012). The amendments limit the campaign activities of persons who advise city and state governments on issuing municipal securities. Ultimately, howe ver, we do not reach the merits of this case
because Petitioners have failed to establish th at they have standing to challenge these amendments. Therefore, we DISMISS the petitions for review of the final rule for lack of jurisdiction. We DENY AS MOOT the SEC’s motion to dismiss and DENY AS MOOT the MSRB’s motion to be designated as an intervenor.

I. BACKGROUND
A. Municipal Securities Terminology
Because key terms in this case tend to be arcane, we begin with a brief primer on municipal securities markets and th eir participants. Put simply, a municipal security is “[a] bond issued by a nonfederal government or governmental unit, such as a state bond to finance local improvements.” Municipal Security & Municipal Bond , Black’s Law Dic tionary (10th ed. 2014); see also 15 U.S.C. § 78c(a)( 29) (similarly defining municipal security under the Exchange Act). On either end of the creation of securities are issuers and dealers . An issuer is “any person who issues or proposes to issue any security.” 1 15 U.S.C. § 78c(a)(8); MSRB Rule Book Rule G-37(g)(vii), at 271 (Apr. 1, 2017). Those who are “engaged in the business of buying and selling securities” for their “own account[s] through a broker or otherwise” are called
dealers , 15 U.S.C. § 78c(a)(5); municipal securities dealers are those “engaged in the business ofNos. 16-3360/3732 Tenn. Republican Party et al. v. SEC et al. Page 3

buying and selling municipal securities for [their] own account[s],” 15 U.S.C. § 78c(a)(30). Dealers do not always buy and sell securities on their own, however. They often operate through
brokers , persons who “engage[] in the business of eff ecting transactions in securities for the account[s] of others.” 15 U.S.C. § 78c(a)(4). Brokers and dealers often operate with the
assistance of municipal finance professionals , a catchall category of pe rsons loosely defined as being associated with brokers and dealers. 2 MSRB Rule Book Rule G- 37(g)(ii), at 269–70 (Apr. 1, 2017); see also Blount v. SEC , 61 F.3d 938, 939–40 (D.C. Cir. 1995).
To aid municipal entities and those “committed by contract or other arrangement to support the payment of all or pa rt of the obligations on the municipal securities,” 15 U.S.C. § 78o-4(e)(10), in participating in municipa l securities markets, municipal advisors “provide[] advice . . . with respect to municipal financial pr oducts or the issuance of municipal securities, including advice with respect to the structure, timing, terms, and other similar matters concerning such financial products or issu es.” 15 U.S.C. § 78o-4(e)(4)(A)( i). Municipal advisors also solicit business from municipal en tities “on behalf of a broker, dealer, municipal securities dealer, municipal advisor, or inve stment adviser . . . that does not control, is not controlled by, or is not under common control with the pe rson undertaking such solicitation.” Id. § 78o4(e)(4)(A)(ii), (9). It is possibl e for an entity to be registered as both a dealer and a municipal advisor; these entities are called dealer-municipal advisors . MSRB Rule Book Rule G37(b)(i)(D), at 266 (Apr. 1, 2017). Certain pers ons associated with municipal advisors, analogous to municipal financia l professionals, are called municipal advisor professionals

. 3 Id. Rule G-37(g)(iii), at 270.
B. The Original Rules
The municipal securities market is large. As of 1993, around the time when the rules that the 2016 Amendments modify first came into e ffect, the total value of the market was $1.2 trillion. Jon B. Jordan, The Regulation of ‘Pay-to-Play ’ and the Influence of Political
Contributions in the Muni cipal Securities Industry , 1999 Colum. Bus. L. Rev. 489, 493.
Concerned “that brokers and d ealers were engaging in a variety of ethically questionable practices in order to secure underwriting contracts,” the MS RB drafted, and the SEC approved, several new rules that regulated pay-to-play practices in the m unicipal securities markets.Nos. 16-3360/3732 Tenn. Republican Party et al. v. SEC et al. Page 4

Blount , 61 F.3d at 939; Jordan, supra , at 496–501 (observing that “[t] he initial movement against pay-to-play came from the private sector, which wa s incurring its own expenses, in the form of political contributions, to play under the system”). Chief am ong these regulations was Rule G37.
Just before the 2016 Amendments came into effect, Rule G-37 was “composed of several separate and mutually reinforcing requirements for dealers ” and brokers

. See Notice of Filing of a Proposed Rule Change Consisting of Propos ed Amendments to Rule G-37, on Political
Contributions and Prohibitions on Municipal Securities Busine ss, Rule G-8, on Books and Records, Rule G-9, on Preservation of Records, and Forms G-37 and G-37x (“2015 SEC Notice”), 80 Fed. Reg. 81710, 81711 (Dec. 23, 2015) (Pet ’rs’ App’x at 54) (emphasis added). The rule imposed “[l]imitations on business activiti es that are triggered by the making of certain political contributions; limitations on solicitation and coordination of political contributions; and disclosure and recordkeeping regarding political contributions and municipal securities
business.” Id.
Specifically, Rule G-37 prohibite d brokers, dealers, and munici pal securities dealers from “engag[ing] in municipal securities business with an issuer within two years after any
contribution to an official of such issuer made by . . . the broker, dealer or municipal securities dealer; . . . any municipal finan ce professional associated with su ch broker, dealer or municipal securities dealer; or . . . any political action committ ee controlled by the broker, dealer or municipal securities dealer or by any municipal finance profe ssional.” MSRB Rule Book Rule G-37(b)(i), at 269 (July 1, 2016) . There was one exception to this prohibition: municipal finance professionals could contribute up to $250 pe r election to an official of an issuer for whom they were entitled to vote wi thout triggering the above prohibition. Id. For instance, a municipal finance professional a ssociated with a dealer could contribute a maximum of $250 to a gubernatorial candidate in their state without affec ting the dealer’s ability to engage in municipal
securities business with that state.
In addition to prohibiting contributions, Rule G-37 also prohibited the solicitation of other persons for contributions and payments. 4 Brokers, dealers, munici pal securities dealers, and their municipal finance profes sionals were prohibited from “s olicit[ing] any person . . . toNos. 16-3360/3732 Tenn. Republican Party et al. v. SEC et al. Page 5

make any contribution , or [to] coordinate a ny contributions, to an official of an issuer with which the broker, dealer or municipal securities dealer is engaging or is seeking to engage in municipal
securities business.” Id. Rule G-37(c)(i), at 269 (emphasis added). They were also prohibited from “solicit[ing] any person . . . to make any payment , or . . . coordinate any payments, to a political party of a state or locality where the broker, dealer or municipal securities dealer is engaging or is seeking to engage in municipal secu rities business.” Id. Rule G-37(c)(ii), at 269 (emphasis added).
Finally, Rule G-37 imposed disclosure require ments for brokers, dealers, and municipal
securities dealers. Id. Rule G-37(e), at 269–71. Rules G- 8 and G-9 and Forms G-37 and G-37x complemented these disclosure requirements: Rules G-8 and G-9 “specify the books and records that must be made and kept current by de alers,” MSRB Reg. Notice 2016-06, at 24 (Feb. 17, 2016) (Pet’rs’ App’x at 24), and regulated entities submit Forms G-37 and G-37x to comply with disclosure requirements, id. at 25 (Pet’rs’ App’x at 25).

C. The 2016 Amendments
Although Rule G-37 had historically been lim ited to dealers and brokers, the Dodd-Frank
Wall Street Reform and Consumer Protection Act of 2010 expanded the MSRB’s regulatory authority to include municipal a dvisors in addition to brokers and dealers. 2015 SEC Notice, 80 Fed. Reg. at 81710 (Pet’rs’ App’x at 53); see also 15 U.S.C. §§ 78o-4(a)(5), (b)(2). Granted this new authority, the MSRB proposed amendments to Rules G-8, G-9, and G-37 and Forms G-37 and G-37x (the 2016 Amendments), which were “deemed to have been approved by the [Securities and Exchange] Commission.” See MSRB Reg. Notice 2016- 06, at 1 n.1 (Feb. 17, 2016) (quoting 15 U.S.C. § 78s(b)(2)(D)) (Pet’rs’ App’x at 1). The 2016 amendments became effective on August 17, 2016. 5 Id.

The terms of Rule G-37 have essentia lly remained unchanged following the 2016
Amendments. The central difference is that Ru le G-37 now applies to municipal advisors and municipal advisor third-party solicitors in addition to brokers , dealers, and municipal securities dealers. Brokers, dealers, and municipal securities dealers are still prohibited from “engag[ing]
in municipal securities business with a municipal entity within two years after a contribution toNos. 16-3360/3732 Tenn. Republican Party et al. v. SEC et al. Page 6

an official of such municipal entity with dealer selection influence . . . made by the dealer; a municipal finance professional of the dealer; or a political action committee controlled by either the dealer or a municipal finance professiona l of the dealer.” MSRB Rule Book Rule G37(b)(i)(A), at 266 (Apr. 1, 2017) (emphasis added). In additi on, now, “[n]o municipal advisor (excluding a municipal advisor third- party solicitor) shall engage in municipal advisory business with a municipal entity within two years after a contri bution to an official of such municipal entity with municipal advisor selection influence . . . made by the municipal advisor; a municipal advisor professional of the municipal advisor; or a political action committee controlled by either the municipal advisor or a municipal adviso r professional of the municipal advisor.” Id. Rule G37(b)(i)(B), at 266 (emphasis added). A similar rule also applies to municipal advisor third-party
solicitors. See id. Rule G-37(b)(i)(C), at 266.

Consistent with the old rule, municipal finance professionals may contribute up to $250 to an official of a municipal entity for whom they are entitled to vote without triggering the two-year ban on municipal securiti es business for any associated brokers, dealers, and municipal
securities dealers. Id. Rule G-37(b)(ii)(A), at 267. And now, municipal advisor professionals may contribute up to $250 per election to an official of a municipal entity for whom they are entitled to vote without triggering the two-ye ar ban on municipal advi sory business for any associated municipal advisors. Id.
Following the 2016 Amendments, Rule G-37 al so contains the same prohibitions on solicitation for contributions and pa yments: “No dealer or munici pal finance professional of the dealer shall solicit any person . . . or political action committee to make any contribution , or coordinate any contributions, to an official of a municipal entity with dealer selection influence with which municipal entity the dealer is e ngaging, or is seeking to engage in municipal securities business” and “[n]o deal er, . . . municipal finance represen tative, . . . dealer solicitor, [or] . . . municipal fina nce principal . . . shall solicit any person . . . or political action committee to make any payment , or coordinate any payments, to a political party of a state or locality where the dealer . . . is engaging, or is seeking to engage in municipal securities business.” 6 Id. Rule G37(c), at 267. Now, however, th ese prohibitions extend to munici pal advisors, municipal advisor professionals, municipal advisor third-party solicitors, and dealer -municipal advisors. See id.Nos. 16-3360/3732 Tenn. Republican Party et al. v. SEC et al. Page 7

Finally, the post-amendment versions of Rules G-8, G-9 and G-37 and Forms G-37 and G-37x impose nearly identical disclosure re quirements as the pre-amendment versions. See id. Rule G-37(e), at 267–68; 2015 SEC Notice, 80 Fed. Reg. at 81724–25 (Pet’rs’ App’x at 67–68) (describing the amendments to Rules G-8 a nd G-9 and Forms G-37 and G-37x). Like other sections of Rule G-37, these rules and forms extend disclosure requirements to “municipal advisors and their associated persons.” 2015 SEC Notice, 80 Fed. Reg. at 81724 (Pet’rs’ App’x at 67).
D. The Petitions & Procedural History

Concerned that the 2016 Amendments were unlawful, the Tennessee Republican Party filed a petition for review of the final rule in this court on Apr il 12, 2016. Tenn. Republican Party’s Pet. (Pet’rs’ App’x at 80–86). The Georgia Republi can Party and the New York Republican State Committee filed a nearly identical petition in th e Eleventh Circuit on April 13, 2016. Ga. Republican Party & N.Y. Republican St ate Comm.’s Pet. (Pet ’rs’ App’x at 87–92). The Eleventh Circuit transferred the Georgia Republican Party and New York Republican State Committee’s petition to this Court, see June 24, 2016 Order, and we subsequently consolidated the cases, see July 18, 2016 Order.

Petitioners attached affidavits of three individuals in support of their petitions: Frederick Brent Leatherwood, the executive director of the Tennessee Republican Party, J. Adam Pipkin, the executive director of the Georgia Republican Party, and Jason Weingartner, the executive director of the New York Republican State Committee. See Leatherwood Aff. (Pet’rs’ App’x at 304–10); Pipkin Aff. (Pet’rs’ A pp’x at 311–14); Weingartner Aff. (Pet’rs’ App’x at 315–20). Leatherwood and Weingartner claimed that “the Municipal Securities Rulemaking Board’s Political Contribution Rule, codified in Rule G-37, . . . limits the ability of municipal securities dealers, financial professionals, and now municipal advisors and municipal advisor professionals to make political contributions.” Leatherwood Af f. ¶ 6 (Pet’rs’ App’x at 305); Weingartner Aff. ¶ 5 (Pet’rs’ App’x at 316). Pipkin also claime d that “the MSRB’s Political Contribution Rule” harmed his party. See, e.g. , Pipkin Aff. ¶ 6 (P et’rs’ App’x at 312).Nos. 16-3360/3732 Tenn. Republican Party et al. v. SEC et al. Page 8

Although the executive directors did not identify persons affected by the 2016 Amendments in particular, they did identify in dividuals who were generally affected by “the MSRB’s Political Contribution Rule.” Specifical ly, Leatherwood identified an individual named Steve McManus, “a covered associat e of a registered investment advisor” who “works for FTB Advisors which is a registered broker-dealer with the MSRB.” Leatherwood Aff. ¶ 16 (Pet’rs’ App’x at 307–08). Leatherwood claims that “[t] he MSRB’s Political Contribution Rule’s twoyear ban applies to Mr. McManus’s political cont ributions to officials who have broker dealer and/or advisor selection influence,” but that McManus “would contribute more than $250 to a
covered official in a future election if the MSRB’s Political Contribution Rule no longer applied
to limit such contributions.” Id. ¶¶ 16–17 (Pet’rs’ App’x at 308). In addition, although
“McManus has declined to solicit contributio ns to the Tennessee Republican Party,” he has “informed party officials that he would be wi lling to solicit contributions for the Tennessee Republican Party in the future if the MSRB’s Po litical Contribution Rule no longer applied to
limit such activities.” Id. ¶¶ 18–19 (Pet’rs’ App’x at 308). Th e only other indivi duals identified in the record were “three [New York] Republican officeholders who ran for U.S. Congress that were hindered by the MSRB’s Political Contribution Rule”: State Senator Jack Martins, Town of Gates Supervisor Mark Assini, and State A ssemblywoman Claudia Tenne y. Weingartner Aff. ¶ 10 (Pet’rs’ App’x at 317–18).

II. DISCUSSION

A threshold issue in this case is whether Petitioners have standing to challenge the 2016 Amendments, either in their i ndividual capacity or in their capacity as representatives of
their members. We hold that Petitione rs lack standing under either theory.
A. Legal Standard

There are three elements of Article III standing that those invoking federal jurisdiction must establish. Our focus today is whether eachpetitioner has establis hed the first element, injury in fact, which requires a petitioner to “s how that he or she suffered ‘an invasion of a legally protected interest’ that is ‘concrete an d particularized’ and ‘actual or imminent, notNos. 16-3360/3732 Tenn. Republican Party et al. v. SEC et al. Page 9

conjectural or hypothetical.’” Spokeo, Inc. v. Robins , 578 U.S. ——, 136 S. Ct. 1540, 1548 (2016) (quoting Lujan v. Defenders of Wildlife , 504 U.S. 555, 560 (1992)).
The burden of proof for each element operates “in the same way as any other matter on which [a] plaintiff bears the burden of proof, i.e. , with the manner and degree of evidence required at the successive stages of the litigation.” Lujan , 504 U.S. at 561. So, on review of a final agency action, “the petitioner [must] pr esent specific facts s upporting standing through
citations to the administrative record or ‘affida vits or other evidence’ attached to its opening brief, unless standing is self-evident.” Sierra Club v. EPA (“ Sierra Club 2015 ”), 793 F.3d 656, 662 (6th Cir. 2015) (quoting Sierra Club v. EPA (“ Sierra Club 2002 ”), 292 F.3d 895, 900 (D.C. Cir. 2002)).
1. Self-Evident Injury
We decline to hold that Petitioners’ injury is self-evident. On occasion, we have found it “reasonable to infer actual and imminent . . . injuries” despite the lack of definitive proof. Id. at 664–65. For instance, we have excused definitive proof where the injury was impossible to prove with absolute certainty, id. at 664, or where the injury coul d not be “specifically identified in advance,” Sandusky Cty. Democratic Party v. Blackwell , 387 F.3d 565, 574 (6th Cir. 2004). Neither of these circumstances exists here; ther e is no reason why Petitioners could not have put forth an affidavit from a particular municipal advisor professional who would have contributed more than $250 were it not for the 2016 Amendments.

Moreover, the record is devoi d of information that would permit us “reas onabl[y] to
infer” that the 2016 Amendments would injure Petitioners. See Sierra Club 2015 , 793 F.3d at 664. Crucially, we have only limited information on the number of persons possibly affected by the amendments. At most, we are told that as of August 18, 2014, there were approximately 713 registered non-dealer municipal advisory firms in the United States that would be affected by the
2016 Amendments. 7 See Request for Comment on Draft Amendments to MSRB Rule G-37 to Extend its Provisions to Municipal Advisors at 29 (Pet’rs’ App’x at 121) . However, we do not know how many municipal advisor professionals are associated w ith these firms, let alone theNos. 16-3360/3732 Tenn. Republican Party et al. v. SEC et al. Page 10

likelihood that they or their firms would dona te to Petitioners we re it not for the
2016 Amendments.
Petitioners do identify one pa rticipant in the municipal s ecurities market who, at first blush, appears to be affected by the 2016 Amendments. The Leatherwood affi davit identifies an individual named Steve McManus, “a covered associ ate of a registered inve stment advis[e]r” and employee of a broker-dealer, who “has stated that he would contribute more than $250 to a
covered official in a future election if the MSRB’s Political Contribution Rule no longer applied
to limit such contributions.” Leatherw ood Aff. ¶¶ 16–17 (Pet’rs’ App’x at 307–08). “Additionally, Mr. McManus has d eclined to solicit contributions to the Tennessee Republican Party because of the MSRB’s Polit ical Contribution Rule,” but ha s stated “that he would be willing to solicit contributions for the Tennessee Republican Party in the future if the MSRB’s Political Contribution Rule no longer applied to limit such activities.” Id. ¶¶ 18–19 (Pet’rs’ App’x at 308).
The issue regarding McManus is that we do not know whether he was constrained from contributing to candidates or so liciting contributions for the Te nnessee Republican Party before the 2016 Amendments became effective. This detail matters. Petitioners challenge only the 2016 Amendments; they do not challe nge Rule G-37 as a whole. See Tenn. Republican Party’s Pet. at 2 (Pet’rs’ App’x at 81); Ga. Republican Party & N.Y. Republican State Comm.’s Pet. at 1–2 (Pet’rs’ App’x at 87–88). Ther efore, if Rule G-37 alr eady prohibited McManus from contributing more than $250 to an official of an issuer or solicitin g contributions for the Tennessee Republican Party with out triggering the two-year ban, the same limits in the 2016 Amendments do not injure him. And because McManus is the only participant in the municipal securities market identified in the recor d, Petitioners must show that he was affected by the 2016 Amendments in particul ar if they want to show that even one person limited their contributions or solicitation. Theyhave not made such a showing.

Leatherwood’s affidavit states that “[t]he MSRB’s Political Contribution Rule’s two-year ban applies to Mr. McManus’s poli tical contributions to officials who have broker dealer and/or
advisor selection influence.” Leatherwood Aff. ¶ 16 (Pet’rs’ App’x at 308). However, both
before and after the 2016 Amen dments, Rule G-37 prohibited br okers, dealers, and municipalNos. 16-3360/3732 Tenn. Republican Party et al. v. SEC et al. Page 11

securities dealers from contributing to “any pers on . . . who was, at the time of the contribution, an incumbent, candidate or successful candidate . . . for elective office of the issuer which office is directly or indire ctly responsible for, or can influence the outcome of , the hiring of a broker, dealer or municipal securities dealer for muni cipal securities business by the issuer,” MSRB Rule Book Rule G-37(g)(vi), at 272 (J uly 1, 2016) (emphasis added); see also MSRB Rule Book Rule G-37(g)(xvi), at 271–72 (Apr. 1, 2017). Compare MSRB Rule Book Rule G-37(b)(i), at 269 (July 1, 2016), with MSRB Rule G-37(b)(i)(A), at 266 (Apr . 1, 2017). Therefore, Leatherwood’s affidavit sheds no light upon whether the 2016 Amendm ents in particular affect McManus. We
are thus left with a record that does not iden tify a single individual whom the 2016 Amendments have prevented from donating to Petitioners or contributing to the Petitioners’ candidates. Without any further basis upon which we could assume that such an indivi dual exists, we decline to hold that Petitioners’ injuries are self-evident.
2. Injury Based on the Administrative Record, Affidavits, or Other Evidence
Because their injuries are not se lf-evident, Petitioners bear th e burden to “present specific facts supporting standing through cita tions to the administrative re cord or ‘affidavits or other evidence’ attached to [their] opening brief.” Sierra Club 2015 , 793 F.3d at 662 (quoting Sierra
Club 2002 , 292 F.3d at 900). As a general matter, an injury in fact is not di fficult to prove in the fundraising context. “If . . . a political party can marshal its fo rces more effectively by winning its lawsuit, that ought to be enough for Article III.” Fair Elections Ohio v. Husted , 770 F.3d 456, 460 (6th Cir. 2014); see also Havens Realty Corp. v. Coleman , 455 U.S. 363, 379 (1982) (recognizing a “drain on the orga nization’s resources” as a “concre te and demonstrable injury”); Taxation with Representati on of Washington v. Regan , 676 F.2d 715, 723 (D.C. Cir. 1982) (en banc) (recognizing the standing of an organizatio n whose fundraising efforts would be impaired by an IRS tax-deductible-contribution rule becaus e the organization woul d “be harmed if its contributors cease[d] giving it money”), rev’d on other grounds , 461 U.S. 540 (1983).
As referenced above, a key feature of this case is that Petitioners challenge the 2016 Amendments, rather than the original rules. See Tenn. Republican Party’s Pet. at 2 (Pet’rs’ App’x at 81); Ga. Republican Party & N.Y. Republi can State Comm.’s Pet. at 1–2 (Pet’rs’ App’x at 87–88). Therefore, a showing that the original rules diminish Petitioners’ ability to “marshalNos. 16-3360/3732 Tenn. Republican Party et al. v. SEC et al. Page 12

[their] forces mo re effectively,” Fair Elections Ohio , 770 F.3d at 460, is insufficient to establish standing; Petitioners must show that the 2016 Amendments diminish this ability.
a. Standing in Petitioners’ Individual Capacity
The sole pieces of evidence th at Petitioners have introduced in support of standing are the
three affidavits of their executive directors. N one of these affidavits provide any such support. First, and centrally, each executive director conflates the original rules with the 2016 Amendments. Leatherwood and Weingartner claim that “the Municipal Securities Rulemaking Board’s Political Contribution Rule, codified in Rule G-37, . . . limits the ability of municipal securities dealers, financial professionals, an d now municipal advisors and municipal advisor professionals to make political contributions.” Leatherwood Aff. ¶ 6 (Pet’rs’ App’x at 305); Weingartner Aff. ¶ 5 (Pet’rs’ App’x at 316). Pipkin never even defines “the MSRB’s Political
Contribution Rule.” See Pipkin Aff. ¶ 6 (Pet ’rs’ App’x at 312).
The pre-amendment version of Rule G-37, wh ich Petitioners do not challenge, regulated brokers, dealers, and municipa l securities dealers no differently than the post-amendment version. Therefore, to show injury-in-fact, th e affidavits would have had to show that the 2016 Amendments alone, which newly regulate municipal advisors and municipal advisor professionals, diminish Petitioners’ ability to ma rshal their forces. By conflating the original rule, which covers brokers, dealers, and municipal securities dealers, with the 2016 Amendments, which additionally cover m unicipal advisors and municipal advisor professionals, the affidavits do not support sucha showing. Instead, they leave ambiguity whether the rules harm the political parties beca use brokers, dealers, and municipal securities dealers are not contributing and soliciting or whether the rules harm the parties because municipal advisors and municipa l advisor professionals are not contributing a nd soliciting.
Although Leatherwood and Weingartner never clearly refer to the 2016 Amendments, there is one occasion in which Pipkin appears to refer to the 2016 Amendments. However, this reference fails to establish standing for different r easons. Pipkin states that he “expect[s] that the expanded coverage of the MSRB’s Political Contribution Rule will now cause more individuals to . . . refrain from contributing.” Id. ¶ 10 (Pet’rs’ App’x at 313). Even assuming that “theNos. 16-3360/3732 Tenn. Republican Party et al. v. SEC et al. Page 13

expanded coverage of the MSRB’s Political Contribution Rule” refers to the 2016 Amendments, “[s]uch ‘some day’ intentions” are precisely th e sort of speculation that does not establish standing. See Lujan , 504 U.S. at 564 (holding th at “the affiants’ professi on of an ‘inten[t]’ to return to the places they had vis ited before—where they will pres umably, this time, be deprived of the opportunity to observe animals of the endangered speci es—is simply not enough” to establish standing). Rather, Pipkin must atte st that the amendments have caused or will imminently cause injury to his party. Because he does not do so, his affidavit does not support standing for his party.
b. Organizational Standing
Petitioners argue in the alternative that th ey have organizational standing because their members have been injured. In addition to establis hing standing because of a direct injury to the association, “[a]n association ha s standing to bring suit on be half of its members when its members would otherwise have standing to sue in their own right, the interests at stake are germane to the organization’s pur pose, and neither the claim asse rted nor the relief requested requires the participation of individual members in the lawsuit.” Sierra Club 2015 , 793 F.3d at 661 (quoting Friends of the Earth, Inc. v. Laidlaw Envtl. Servs. (TOC), Inc. , 528 U.S. 167, 181 (2000)). To establish organizational standing, “plaintiff-organizations [must] make specific allegations establishing that at least one identifi ed member had suffered or would suffer harm.”
Summers v. Earth Island Inst. , 555 U.S. 488, 498 (2009). Such specificity requires that the plaintiff-organization “name the indi viduals who were harmed” unless “ all the members of the organization are affected by the challenged activity.” Id. at 498–99.
Pipkin fails to identify any me mbers of the Georgia Republican Party who are affected by the amendments, so the Georgia Republican Party does not have standing on behalf of its members. Leatherwood identifies McManus, Le atherwood Aff. ¶¶ 17–19 (Pet’rs’ App’x at 308), but as explained above, Leatherw ood’s conflation of the 2016 Am endments and Rule G-37 as a
whole fails to show that the 2016 Amendm ents in particular injured McManus.
Weingartner’s affidavit fare s no better. Weingartner identifies three Republican candidates who claim to be “hindered by the MS RB’s Political Contribution Rule.” WeingartnerNos. 16-3360/3732 Tenn. Republican Party et al. v. SEC et al. Page 14

Aff. ¶ 10 (Pet’rs’ App’x at 317–18). The “Political Contribution Ru le” that allegedly hinders the three New York officeholders, by Weingartner’s account, “limits the ability of municipal securities dealers, financial professionals, an d now municipal advisors and municipal advisor professionals to make political contributions.” Id. ¶ 5 (Pet’rs’ App’x at316). Weingartner’s description of the “Political Cont ribution Rule” thus encompasses the entirety of Rule G-37: the 2016 Amendments, which “now” regulate muni cipal advisors and municipal advisor professionals, and the regulations that preexisted those amendmen ts, which regulated municipal
securities dealers and munici pal finance professionals. We do not know whether the 2016 Amendments in particular have hindered these three candidates, which is what the New York Republican State Committee needed to prove. See Sierra Club 2015 , 793 F.3d at 662. Therefore, and because the Te nnessee Republican Party and Ge orgia Republican Party have likewise failed to meet this burden, we hold th at Petitioners have not established standing on
behalf of their members.

III. CONCLUSION
Because Petitioners’ injuries are not self-evi dent and because Petitioners have failed to put forth evidence that supports the alleged injury in fact, we hold that Peti tioners lack standing. Therefore, we DENY the petitions for review of the fina l rule for lack of jurisdiction. We
DENY AS MOOT the SEC’s motion to dismiss and DENY AS MOOT the MSRB’s motion to be designated as an intervenor.

1. The Exchange Act defines person as “a natural person, company, government, or political subdivision, agency, or instrumental ity of a government.” 15 U.S.C. § 78c(a)(9).
2. Specifically, a municipal finan ce professional is any municipal finance representative, dealer solicitor, municipal finance principal, deal er supervisory chain person, or dealer executive officer. MSRB Rule Book Rule G- 37(g)(ii), at 269–70 (Apr. 1, 2017). A) A municipal finance representative is “any associated person primarily engaged in municipal securities representative activities . . . other than sales activities with natural persons.” Id. Rule G-37(g)(ii)(A), at 269. Municipal securities representative activities include “underwriting, trading or sales of muni cipal securities,” “financial advisory or consultant services for issuers in connection with the issuance of municipal securities,” “research or investment advice with respect to municipal securities,” or “any otherNos. 16-3360/3732 Tenn. Republican Party et al. v. SEC et al. Page 15

activities which involve communication, directly or indirectly, with public investors in municipal securities.” Id. Rule G-3(a)(i)(A), at 5. B) A dealer solicitor is “any associated person who is a municipal solicitor.” Id. Rule G37(g)(ii)(B), at 269. A municipal solicitor is “an associated person of a dealer who solicits a municipal entity for municipal securi ties business on behalf of the dealer,” “an associated person of a municipal advisor w ho solicits a municipal entity for municipal advisory business on behalf of the municipa l advisor,” or “an asso ciated person of a municipal advisor third-party solicitor who solicits a muni cipal entity on behalf of a dealer, municipal advisor or investment adviser . . . that does not cont rol, is not controlled by, or is not under common control with such municipal advisor thir d-party solicitor.” Id. Rule G-37(g)(xiii), at 271–72. An investment adviser is “any person who, for compensation, engages in the business of a dvising others, either directly or through publications or writings, as to the value of s ecurities or as to the advisability of investing in, purchasing, or selling securities, or who, for compensation and as part of a regular business, issues or promulgates analyses or reports concerning se curities,” subject to some exceptions. See 15 U.S.C. § 80b-2(a)(11), cited in 15 U.S.C. § 78c(a)(20). Rule G37 defines solicit as “making . . . a direct or indi rect communication with a municipal entity for the purposes of obtaini ng or retaining an engagementby the municipal entity of a dealer, municipal advisor or investment a dviser . . . for municipa l securities business, municipal advisory business or investment a dvisory services; provided, however, that it does not include advertising by a dealer, municipal advisor or investment adviser.” Id. G-37(g)(xix), at 272. A municipal advisor th ird-party solicitor is “a municipal advisor that is currently soliciting a m unicipal entity, is engaged to so licit a municipal entity, or is seeking to be engaged to solicit a municipal en tity for direct or in direct compensation, on behalf of a dealer, municipal a dvisor or investment adviser . . . that does not control, is not controlled by, or is not under common cont rol with the municipa l advisor undertaking such solicitation.” Id. Rule G-37(g)(x), at 271. “[ A] municipal advisor[, defined infra ,] may at one point in time also be a municipal advisor third-party solicitor and at another point in time may no longer fall within the proposed definition. For example, in one engagement, a municipal advisor’s role may be limited to that of a municipal advisor third-party solicitor and the municipal adviso r would solicit a munici pal entity on behalf of a third-party dealer, munici pal advisor, or investment adviser.” Notice of Filing of a Proposed Rule Change Consisting of Proposed Amendments to Rule G-37, on Political Contributions and Prohibitions on Municipa l Securities Business, Rule G-8, on Books and Records, Rule G-9, on Preservation of Records, and Forms G-37 and G-37x, 80 Fed. Reg. 81710, 81714 (Dec. 23, 2015) (Pet’rs’ App’x at 57). Municipal securities business “encompass[es] certain activities of dealers, such as acting as negotiated underwriters (as managing underwriter or as syndicate member), financial advisors and consultants, placement agents, and negotiated remarketing agents.” Id. Rule G-37 Interpretations II.3, at 273. Municipal advi sory business consists of “those activ ities that would cause a person to be a municipal advisor.” Id. Rule G-37(g)(ix), at 271. This includes “(A) the provision of advice to or on behalf of a muni cipal entity or an obligated person with respect to municipal financial products or the issuance of mu nicipal securities, includingNos. 16-3360/3732 Tenn. Republican Party et al. v. SEC et al. Page 16

advice with respect to the structure, timing, terms, and other similar matters concerning such financial products or issues and (B) the solicitation of a municipal entity or obligated person.” Id. C) A municipal finance principalis “any associated person who is both (1) a municipal securities principal or a municipal securities sales principal; and (2 ) a supervisor of any municipal finance representative . . . or dealer solicitor.” Id. Rule G-37(g)(ii )(C), at 270. A municipal securities principal is “a natural person (other than a municipal securities sales principal), associated with a broker, d ealer or municipal securities dealer who is directly engaged in the management, direction or supervision of . . . underwriting, trading or sales of municipal securities; . . . financial advisory or cons ultant services for issuers in connection with the issuance of municipal securities; . . . processing, clearance, and, in the case of brokers, dealers and municipal s ecurities dealers other than bank dealers, safekeeping of municipal secur ities; . . . research or investment advice with respect to municipal securities; . . . any other activities wh ich involve communication, directly or indirectly, with public investors in municipal securities; . . . maintenance of records with respect to [these] activities[; or] . . . trai ning of municipal securities principals or municipal securities representatives.” Id. Rule G-3(b)(i), at 5–6. A municipal securities sales principalis “a natural person (other than a muni cipal securities principal) associated with a broker, dealer or municipal securitie s dealer (other thana bank dealer) whose supervisory activities with respect to muni cipal securities are limited exclusively to supervising sales to and purchases from customers of municipal securities.” Id. Rule G3(c)(i), at 7. D) A dealer supervisory chain person is “any associated person who is a supervisor of any municipal finance principal up th rough and including, in the cas e of a dealer other than a bank dealer, the Chief Executive Officer or simila rly situated official and in the case of a bank dealer, the officer or officers designate d by the board of directors of the bank as responsible for the day-to-d ay conduct of the bank’s muni cipal securities dealer activities.” Id. Rule G-37(g)(ii)(D), at 270. E) A dealer executive officer is “any associated person who is a member of an executive or management committee (or similarly s ituated official) of a dealer.” Id. Rule G37(g)(ii)(E), at 270.
3. Specifically, a municipal advisor professional is any municipal a dvisor representative, municipal advisor solicitor, muni cipal advisor principal, munici pal advisor supervisory chain person, and municipal advisor executive officer. MSRB Rule Book Rule G-37(g)(iii), at 270 (Apr. 1, 2017). A) A municipal advisor representative is “a natural person associated with a municipal advisor who engages in municipal advisory ac tivities on the munici pal advisor’s behalf, other than a person performing only cler ical, administrative, support or similar functions.” Id. Rule G-3(d)(i)(A), at 7; id. Rule G-37(g)(iii)(A), at 270. B) A municipal advisor solicitor is “any associated person who is a municipal solicitor.” Id. Rule G-37(d)(iii)(B), at 270.Nos. 16-3360/3732 Tenn. Republican Party et al. v. SEC et al. Page 17

C) A municipal advisor principal is “any associated person who is both,” id. Rule G37(g)(iii)(C), at 270, (1) “a natural person associated with a municipal advisor who is qualified as a municipal advisor represen tative and is direct ly engaged in the management, direction or s upervision of the municipal advisory activities of the municipal advisor and its associated persons,” id. Rule G-3(e)(i), at 7, and (2) “a supervisor of any municipal advisor representa tive . . . or municipal advisor solicitor.” Id. Rule G-37(g)(iii)(C), at 270. D) A municipal advisor supervisory chain person is “any associated person who is a supervisor of any municipal advisor principal up through and including, in the case of a municipal advisor other than a bank municipal advisor, th e Chief Executive Officer or similarly situated official, a nd, in the case of a bank munici pal advisor, the officer or officers designated by the board of directors of the bank as responsible for the day-to-day conduct of the bank’s municipa l advisory activities.” Id. Rule G-37(g)(iii)(D), at 270.
E) A municipal advisor executive officer is “any associated person who is a member of the executive or management committee (or sim ilarly situated official) of a municipal advisor (or, in the case of a bank municipa l advisor, the separately identifiable department or division of the bank.” Id. Rule G-37(g)(iii)(E), at 270.

4. Rule G-37 defines contribution as follows: (vi) “Contribution” means any gi ft, subscription, loan, advan ce, or deposit of money or anything of value made: (A) to an official of a municipal entity: (1) for the purpose of influencing any election for federal, state or local office; (2) for payment of debt incurred in c onnection with any such election; or (3) for transition or inaugural e xpenses incurred by the successful candidate for state or local office; or (B) to a bond ballot campaign: (1) for the purpose of influencing (whether in support of or opposition to) any ballot initiative seeking authori zation for the issuance of municipal securities through public approva l obtained by popular vote; (2) for payment of debt incurred in connection with any such ballot initiative; or (3) for payment of the costs of c onducting any such ba llot initiative. MSRB Rule Book Rule G-37(g)(vi), at 270 (Apr. 1, 2017). The rule defines payment as “any gift, subscription, loan, adva nce, or deposit of money or anything of value.” Id. Rule G37(g)(xvii), at 272. These definitions are id entical to the pre-amendment definitions. See MSRB Rule Book Rule G-37(g)(i), (viii), at 271–72 (July 1, 2016).
5. We reference the July 1, 2016 version of the MSRB Rule Book to refer to the rules before the 2016 Amendments became effective because this was the last published rulebook beforeNos. 16-3360/3732 Tenn. Republican Party et al. v. SEC et al. Page 18

August 17, 2016. We reference the April 1, 2017 vers ion of the MSRB Rule Book to refer to the rules after the 2016 Amendments became effective because that is the version of the rulebook as of the date of oral argument.

6. An official of a municipal entity with dealer selection influence is “any person (including any election committee for such person) who was, atthe time of the contribution, an incumbent, candidate or successful candidate: (1) for elective office of the municipal entity which office is directly or indirec tly responsible fo r, or can influence the outcome of, the hiring by the municipal entity of a dealer for municipal se curities business; or (2) for any elective office of a state or of any political subdivision, which office has author ity to appoint any person who is directly or indirectly responsible for, or can influence the outcome of, the hiring by a municipal entity of a dealer for municipal securities business.” MSRB Rule Book Rule G-37 (g)(xvi)(A), at 271–72 (Apr. 1, 2017).

7. Counsel for the MSRB also indicated at oral argument that there are four-thousand registered municipal advisors. Oral Argument at 23:22, http:// www.opn.ca6.uscourts.gov/internet/court_audio/audS earch.html (last visited May 16, 2017). In addition, one comment on the amendments indicat es that “[a]s of 2013, . . . there were 1,130 registered municipal advisors.” Public Citizen et al., Commen t on Draft Amendments to MSRB Rule G-37 to Extend its Provisi ons to Municipal Advisors (M SRB Regulatory Notice 2014-15), at 4 (Oct. 1, 2014) (MSRB’s App’x at 324). Although these figures are helpful, “[w]e do not rely on [counsel’s] representati ons at argument as ‘the necessaryfactual predicate may not be gleaned from the briefs and arguments themselves.’” See FW/PBS, Inc. v. Dallas , 493 U.S. 215, 235 (1990).