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SUPREME COURT OF THE UNITED STATES

Syllabus

EDENFIELD et al. v. FANE
certiorari to the united states court of appeals for
the eleventh circuit

No. 91-1594.  Argued December 7, 1992-Decided April 26, 1993
Respondent Fane, a Certified Public Accountant (CPA) licensed to
practice by the Florida Board of Accountancy, sued the Board for
declaratory and injunctive relief on the ground that its rule
prohibiting CPAs from engaging in ``direct, in-person, uninvited
solicitation'' to obtain new clients violated the First and
Fourteenth Amendments.  He alleged that but for the prohibition
he would seek clients through personal solicitation, as he had
done while practicing in New Jersey, where such solicitation is
permitted.  The Federal District Court enjoined the rule's
enforcement, and the Court of Appeals affirmed.

Held:  As applied to CPA solicitation in the business context,
Florida's prohibition is inconsistent with the free speech
guarantees of the First and Fourteenth Amendments.  Pp. 3-16.

 (a) The type of personal solicitation prohibited here is
clearly commercial expression to which First Amendment
protections apply.  E.g., Virginia State Bd. of Pharmacy v.
Virginia Citizens Consumer Council, Inc., 425 U. S. 748, 762.
Ohralik v. Ohio State Bar Assn., 436 U. S. 447, which upheld a
ban on in-person solicitation by lawyers, did not hold that all
personal solicitation is without First Amendment protection.  In
denying CPAs and their clients the considerable advantages of
solicitation in the commercial context, Florida's law threatens
societal interests in broad access to complete and accurate
commercial information that the First Amendment is designed to
safeguard.  However, commercial speech is ``linked inextricably''
with the commercial arrangement that it proposes, so that the
State's interest in regulating the underlying transaction may
give it a concomitant interest in the expression itself.  Thus,
Florida's rule need only be tailored in a reasonable manner to
serve a substantial state interest in order to survive First
Amendment scrutiny.  See, e.g., Central Hudson Gas & Electric
Corp. v. Public Service Comm'n of New York, 477 U. S. 557, 564.
Pp. 3-5.

 (b) Even under the intermediate Central Hudson standard
of review, Florida's ban cannot be sustained as applied to Fane's
proposed speech.  The Board's asserted interests-protecting
consumers from fraud or overreaching by CPAs and maintaining CPA
independence and ensuring against conflicts of interest-are
substantial.  However, the Board has failed to demonstrate that
the ban advances those interests in any direct and material way.
A governmental body seeking to sustain a restriction on
commercial speech must demonstrate that the harms it recites are
real and that its restriction will in fact alleviate them to a

material degree.  Here, the Board's suppositions about the
dangers of personal solicitation by CPAs in the business context
are not validated by studies, anecdotal evidence, or Fane's own
conduct; and its claims are contradicted by a report of the
American Institute of Certified Public Accountants and other
literature.  Nor can the ban be justified as a reasonable time,
place, or manner restriction on speech.  Even assuming that a
flat ban on commercial solicitation could be regarded as such a
restriction, the ban still must serve a substantial state
interest in a direct and material way.  Pp. 5-12.

 (c) The ban cannot be justified as a prophylactic rule
because the circumstances of CPA solicitation in the business
context are not ``inherently conducive to overreaching and other
forms of misconduct.'' Ohralik, supra, at 464.  Unlike a lawyer,
who is trained in the art of persuasion, a CPA is trained in a
way that emphasizes independence and objectivity rather than
advocacy.  Moreover, while a lawyer may be soliciting an
unsophisticated, injured, or distressed lay person, a CPA's
typical prospective client is a sophisticated and experienced
business executive who has an existing professional relation with
a CPA, who selects the time and place for their meeting, and for
whom there is no expectation or pressure to retain the CPA on the
spot.  In addition, Ohralik in no way relieves a State of the
obligation to demonstrate that its restrictions on speech address
a serious problem and contribute in a material way to solving
that problem.  Pp. 12-16.
945 F. 2d 1514, affirmed.

Kennedy, J., delivered the opinion of the Court, in which
Rehnquist, C. J., and White, Blackmun, Stevens, Scalia, Souter,
and Thomas, JJ., joined.  Blackmun, J., filed a concurring
opinion.  O'Connor, J., filed a dissenting opinion.


Justice Kennedy delivered the opinion of the Court.

 In previous cases we have considered the
constitutionality of state laws prohibiting lawyers from engaging
in direct, personal solicitation of prospective clients.  See
Ohralik v. Ohio State Bar Assn., 436 U. S. 447 (1978); In re
Primus, 436 U. S. 412 (1978).  In the case now before us, we
consider a solicitation ban applicable to Certified Public
Accountants (CPAs) enacted by the State of Florida.  We hold
that, as applied to CPA solicitation in the business context,
Florida's prohibition is inconsistent with the free speech
guarantees of the First and Fourteenth
Amendments.

I

 Respondent Scott Fane is a CPA licensed to practice in
the State of Florida by the Florida Board of Accountancy.  Before
moving to Florida in 1985, Fane had his own accounting CPA
practice in New Jersey, specializing in providing tax advice to
small and medium-sized businesses.  He often obtained business
clients by making unsolicited telephone calls to their executives
and arranging meetings to explain his services and expertise.
This direct, personal, uninvited solicitation was permitted under
New Jersey law.

 When he moved to Florida, Fane wished to build a practice
similar to his solo practice in New Jersey but was unable to do
so because the Board of Accountancy had a comprehensive rule
prohibiting CPAs from engaging in the direct, personal
solicitation he had found most effective in the past.  The
Board's rules provide that a CPA "shall not by any direct,
in-person, uninvited solicitation solicit an engagement to
perform public accounting services . . . where the engagement
would be for a person or entity not already a client of [the
CPA], unless such person or entity has invited such a
communication." Fla. Admin. Code 21A-24.002(2)(c) (1992).
"[D]irect, in-person, uninvited solicitation" means "any
communication which directly or implicitly requests an immediate
oral response from the recipient," which, under the Board's
rules, includes all "[u]ninvited in-person visits or
conversations or telephone calls to a specific potential client."
21A-24.002(3).

 The rule, according to Fane's uncontradicted submissions,
presented a serious obstacle, because most businesses are willing
to rely for advice on the accountants or CPAs already serving
them.  In Fane's experience, persuading a business to sever its
existing accounting relations or alter them to include a new CPA
on particular assignments requires the new CPA to contact the
business and explain the advantages of a change.  This entails a
detailed discussion of the client's needs and the CPA's
expertise, services and fees.  See Affidavit of Scott Fane --7,
11 (App. 11, 15).

 Fane sued the Board in the United States District Court
for the Northern District of Florida, seeking declaratory and
injunctive relief on the ground that the Board's anti-
solicitation rule violated the First and Fourteenth Amendments.
Fane alleged that but for the prohibition he would seek clients
through personal solicitation and would offer fees below
prevailing rates.  Complaint --9-11 (App. 3-4).  In response to
Fane's submissions, the Board relied on the affidavit of Louis
Dooner, one of its former Chairmen.  Dooner concluded that the
solicitation ban was necessary to preserve the independence of
CPAs performing the attest function, which involves the rendering
of opinions on a firm's financial statements.  His premise was
that a CPA who solicits clients "is obviously in need of business
and may be willing to bend the rules." Affidavit of Louis Dooner,
App. 23.  In Dooner's view, "[i]f [a CPA] has solicited the
client he will be beholden to him." Id., at 19.  Dooner also
suggested that the ban was needed to prevent "overreaching and
vexatious conduct by the CPA." Id., at 23.

 The District Court gave summary judgment to Fane and
enjoined enforcement of the rule "as it is applied to CPAs who
seek clients through in-person, direct, uninvited solicitation in
the business context." Civ. Case No. 88-40264-MNP (ND Fla., Sept.
13, 1990) (App. 88).  A divided panel of the Court of Appeals for
the Eleventh Circuit affirmed.  945 F. 2d 1514 (1991).

 We granted certiorari, 504 U. S. ___ (1992), and now
affirm.

II

 In soliciting potential clients, Fane seeks to
communicate no more than truthful, non-deceptive information
proposing a lawful commercial transaction.  We need not parse
Fane's proposed communications to see if some parts are entitled
to greater protection than the solicitation itself.  This case
comes to us testing the solicitation, nothing more.  That is what
the State prohibits and Fane proposes.

 Whatever ambiguities may exist at the margins of the
category of commercial speech, see, e.g., Pittsburgh Press Co. v.
Pittsburgh Comm'n on Human Relations, 413 U.S. 376, 384-388
(1973), it is clear that this type of personal solicitation is
commercial expression to which the protections of the First
Amendment apply.  E.g., Virginia State Bd. of Pharmacy v.
Virginia Citizens Consumer Council, Inc., 425 U. S. 748, 762
(1976).  While we did uphold a ban on in-person solicitation by
lawyers in Ohralik v. Ohio State Bar Assn., 436 U. S. 447 (1978),
that opinion does not hold that all personal solicitation is
without First Amendment protection.  See id., at 457.  There are,
no doubt, detrimental aspects to personal commercial solicitation
in certain circumstances, see id., at 464, and n. 23, but these
detriments are not so inherent or ubiquitous that solicitation of
this sort is removed from the ambit of First Amendment
protection.  Cf. United States v. Kokinda, 497 U. S. 720, 725
(1990) (plurality opinion) ("Solicitation is a recognized form of
speech protected by the First Amendment"); see also International
Society for Krishna Consciousness v. Lee, 505 U. S. ___, ___
(1992).

 In the commercial context, solicitation may have
considerable value.  Unlike many other forms of commercial
expression, solicitation allows direct and spontaneous
communication between buyer and seller.  A seller has a strong
financial incentive to educate the market and stimulate demand
for his product or service, so solicitation produces more
personal interchange between buyer and seller than would occur if
only buyers were permitted to initiate contact.  Personal
interchange enables a potential buyer to meet and evaluate the
person offering the product or service, and allows both parties
to discuss and negotiate the desired form for the transaction or
professional relation.  Solicitation also enables the seller to
direct his proposals toward those consumers whom he has a reason
to believe would be most interested in what he has to sell.  For
the buyer, it provides an opportunity to explore in detail the
way in which a particular product or service compares to its
alternatives in the market.  In particular, with respect to
nonstandard products like the professional services offered by
CPAs, these benefits are significant.

 In denying CPAs and their clients these advantages,
Florida's law threatens societal interests in broad access to
complete and accurate commercial information that First Amendment
coverage of commercial speech is designed to safeguard.  See
Virginia State Bd. of Pharmacy, supra, at 762-765; Bates v. State
Bar of Arizona, 433 U. S. 350, 377-378 (1977); Central Hudson Gas
& Electric Corp. v. Public Service Comm'n of New York, 447 U.S.
557, 561-562 (1980).  The commercial marketplace, like other
spheres of our social and cultural life, provides a forum where
ideas and information flourish.  Some of the ideas and
information are vital, some of slight worth.  But the general
rule is that the speaker and the audience, not the government,
assess the value of the information presented.  Thus, even a
communication that does no more than propose a commercial
transaction is entitled to the coverage of the First Amendment.
See Virginia State Bd. of Pharmacy, supra, at 762.

 Commercial speech, however, is -linked inextricably-
with the commercial arrangement that it proposes, Friedman v.
Rogers, 440 U. S. 1, 10, n. 9 (1979), so the State's interest in
regulating the underlying transaction may give it a concomitant
interest in the expression itself.  See Ohralik, 436 U. S., at
457.  For this reason, laws restricting commercial speech, unlike
laws burdening other forms of protected expression, need only be
tailored in a reasonable manner to serve a substantial state
interest in order to survive First Amendment scrutiny.  Board of
Trustees of State Univ. of New York v. Fox, 492 U. S. 469, 480
(1989); Central Hudson Gas & Electric Corp., 477 U. S., at 564.
Even under this intermediate standard of review, however,
Florida's blanket ban on direct, in-person, uninvited
solicitation by CPAs cannot be sustained as applied to Fane's
proposed speech.

III

 To determine whether personal solicitation by CPAs may
be proscribed under the test set forth in Central Hudson we must
ask whether the State's interests in proscribing it are
substantial; whether the challenged regulation advances these
interests in a direct and material way; and whether the extent of
the restriction on protected speech is in reasonable proportion
to the interests served.  See ibid.  Though we conclude that the
Board's asserted interests are substantial, the Board has failed
to demonstrate that its solicitation ban advances those
interests.
A

 In undertaking the first inquiry, we must identify with
care the interests the State itself asserts.  Unlike rational
basis review, the Central Hudson standard does not permit us to
supplant the precise interests put forward by the State with
other suppositions.  See Fox, supra, at 480.  Neither will we
turn away if it appears that the stated interests are not the
actual interests served by the restriction.  See, e.g.,
Mississippi Univ. for Women v. Hogan, 458 U. S. 718, 730 (1982).

/* The Constitutional Law Process does not allow the State to
hope that Courts will find a reason to uphold a restriction on
speech. This case suffers from the fact that first of all, the
U.S. Supreme Court is extremely hostile (perhaps properly looking
at the first amendment, applicable to the states through the 14th
Amendment) to limits on professional speech. For any persons who
are literalists (that is, the Constitution must be followed as
the law was when the various amendments were past) professional
solicitation was extremely active in the 18th and 19th centuries.
*/

 To justify its ban on personal solicitation by CPAs, the
Board proffers two interests.  First, the Board asserts an
interest in protecting consumers from fraud or overreaching by
CPAs.  Second, the Board claims that its ban is necessary to
maintain both the fact and appearance of CPA independence in
auditing a business and attesting to its financial statements.

 The State's first interest encompasses two distinct
purposes: to prevent fraud and other forms of deception, and to
protect privacy.  As to the first purpose, we have said that
"[t]he First Amendment . . . does not prohibit the State from
insuring that the stream of commercial information flow[s]
cleanly as well as freely," Virginia State Bd. of Pharmacy, 425
U. S., at 771-772, and our cases make clear that the State may
ban commercial expression that is fraudulent or deceptive without
further justification.  See, e.g., Central Hudson Gas & Electric
Corp., supra, at 563-564; In re R. M. J., 455 U. S. 191, 203
(1982); Metromedia, Inc. v. San Diego, 453 U. S. 490, 507 (1981)
(plurality opinion).  Indeed, 25 States and the District of
Columbia take various forms of this approach, forbidding
solicitation by CPAs only under circumstances that would render
it fraudulent, deceptive, or coercive. See, e.g., Code of Colo.
Regs. 7.12 (1991); N. D. Admin. Code 3-04-06-02 (1991); N. H.
Code Admin. Rules 507.02(c) (1990); D. C. Mun. Reg., Tit. 17,
2513.4 (1990).  But where, as with the blanket ban involved here,
truthful and nonmisleading expression will be snared along with
fraudulent or deceptive commercial speech, the State must satisfy
the remainder of the Central Hudson test by demonstrating that
its restriction serves a substantial state interest and is
designed in a reasonable way to accomplish that end.  See In re
R. M. J., supra, at 203. For purposes of that test, there is no
question that Florida's interest in ensuring the accuracy of
commercial information in the marketplace is substantial.  See,
e.g., Virginia State Bd. of Pharmacy v. Virginia Citizens
Consumer Council, Inc., supra, at 771-772; San Francisco Arts &
Athletics, Inc. v. United States Olympic Committee, 483
U.S. 522, 539 (1987); Friedman v. Rogers, supra, at 13.

 Likewise, the protection of potential clients' privacy is
a substantial state interest.  Even solicitation that is neither
fraudulent nor deceptive may be pressed with such frequency or
vehemence as to intimidate, vex, or harass the recipient.  In
Ohralik, we made explicit that "protection of the public from
these aspects of solicitation is a legitimate and important state
interest." Ohralik, 436 U.S., at 462.

 The Board's second justification for its ban "the need
to maintain the fact and appearance of CPA independence
and to guard against conflicts of interest" is related to the
audit and attest functions of a CPA.  In the course of rendering
these professional services, a CPA reviews financial statements
and attests that they have been prepared in accordance with
generally accepted accounting principles and present a fair and
accurate picture of the firm's financial condition.  See
generally, R. Gormley, Law of Accountants and Auditors -1.07[4]
(1981); 1 American Institute of Certified Public Accountants,
Professional Standards AU 110.01 (1991) (hereinafter AICPA
Professional Standards).  In the Board's view, solicitation
compromises the independence necessary to perform the audit and
attest functions, because a CPA who needs business enough to
solicit clients will be prone to ethical lapses.  The Board
claims that even if actual misconduct does not occur, the public
perception of CPA independence will be undermined if CPAs behave
like ordinary commercial actors.

/* This rationale borders on gibberish. */

 We have given consistent recognition to the State's
important interests in maintaining standards of ethical conduct
in the licensed professions.  See, e.g., Ohralik, supra, at 460;
Virginia State Bd. of Pharmacy, supra, at 766; National Society
of Professional Engineers v. United States, 435 U. S. 679, 696
(1978).  With regard to CPAs, we have observed that they must
-maintain total independence- and act with -complete fidelity to
the public trust- when serving as independent auditors.  United
States v. Arthur Young & Co., 465 U. S. 805, 818 (1984).
Although the State's interest in obscuring the commercial nature
of public accounting practice is open to doubt, see Bates v.
Arizona State Bar Assn., 433 U. S., at 369-371, the Board's
asserted interest in maintaining CPA independence and ensuring
against conflicts of interest is not. We acknowledge that this
interest is substantial.  See Ohralik, supra, at 460-461.

B

 That the Board's asserted interests are substantial in
the abstract does not mean, however, that its blanket
prohibition on solicitation serves them.  The penultimate
prong of the Central Hudson test requires that a regulation
impinging upon commercial expression "directly advance the state
interest involved; the regulation may not be sustained if it
provides only ineffective or remote support for the government's
purpose." Central Hudson Gas & Electric Corp., 447 U. S., at 564.
We agree with the Court of Appeals that the Board's ban on CPA
solicitation as applied to the solicitation of business clients
fails to satisfy this requirement.

 It is well established that "[t]he party seeking to
uphold a restriction on commercial speech carries the burden of
justifying it." Bolger v. Youngs Drug Products Corp., 463 U. S.
60, 71, n. 20 (1983); Fox, 492 U. S., at 480.  This burden is not
satisfied by mere speculation or conjecture; rather, a
governmental body seeking to sustain a restriction on commercial
speech must demonstrate that the harms it recites are real and
that its restriction will in fact alleviate them to a material
degree.  See, e.g., Zauderer v. Office of Disciplinary Counsel of
Supreme Court of Ohio, 471 U. S. 626, 648-649 (1985); Bolger,
supra, at 73; In re R. M. J., 455 U. S., at 205-206; Central
Hudson Gas & Electric. Corp., supra, at 569; Friedman v. Rogers,
440 U. S., at 13-15; Linmark Associates, Inc. v. Willingboro, 431
U. S. 85, 95 (1977).  Without this requirement, a State could
with ease restrict commercial speech in the service of other
objectives that could not themselves justify a burden on
commercial expression.

 The Board has not demonstrated that, as applied in
the business context, the ban on CPA solicitation advances its
asserted interests in any direct and material way.  It presents
no studies that suggest personal solicitation of prospective
business clients by CPAs creates the dangers of fraud,
overreaching, or compromised independence that the Board claims
to fear.  The record does not disclose any anecdotal evidence,
either from Florida or another State, that validates the Board's
suppositions.  This is so even though 21 States place no specific
restrictions of any kind on solicitation by CPAs, and only three
States besides Florida have enacted a categorical ban.  See 3 La.
Admin. Code 46:XIX.507(D)(1)(c) (Supp. 1988); Minn. Admin. Code
1100.6100 (1991); 22 Tex. Admin. Code 501.44 (Supp. 1992).  Not
even Fane's own conduct suggests that the Board's concerns are
justified.  Cf. Ohralik, supra, at 467-468.  The only suggestion
that a ban on solicitation might help prevent fraud and over-
reaching or preserve CPA independence is the affidavit of Louis
Dooner, which contains nothing more than a series of conclusory
statements that add little if anything to the Board's original
statement of its justifications.

 The Board directs the Court's attention to a report on
CPA solicitation prepared by the American Institute of Certified
Public Accountants in 1981.  See AICPA, Report of the Special
Committee on Solicitation (1981) (App. 29).  The Report
contradicts rather than strengthens the Board's submissions.  The
AICPA Committee stated that it was "unaware of the existence of
any empirical data supporting the theories that CPAs (a) are not
independent of clients obtained by direct uninvited solicitation,
or (b) do not maintain their independence in mental attitude
toward those clients subjected to direct uninvited solicitation
by another CPA." Id., at 4 (App. 38).  Louis Dooner's suggestion
that solicitation of new accounts signals the need for work and
invites an improper approach from the client ignores the fact
that most CPA firms desire new clients.  The AICPA Report
discloses no reason to suspect that CPAs who engage in personal
solicitation are more desperate for work, or would be any more
inclined to compromise their professional standards, than CPAs
who do not solicit, or who solicit only by mail or advertisement.
With respect to the prospect of harassment or overreaching by
CPAs, the Report again acknowledges an "absence of persuasive
evidence that direct uninvited solicitation by CPAs is likely to
lead to false or misleading claims or oppressive conduct." Id.,
at 2 (App. 35).

 Other evidence concerning personal solicitation by CPAs
also belies the Board's concerns.  In contrast to the Board's
anxiety over uninvited solicitation, the literature on the
accounting profession suggests that the main dangers of
compromised independence occur when a CPA firm is too dependent
upon or involved with a long-standing client.  See, e.g., P.
Cottell & T. Perlin, Accounting Ethics 39-40 (1990); G. Previts,
The Scope of CPA Services: A Study of the Development of the
Concept of Independence and the Profession's Role in Society 142
(1985); S. Rep. No. 95-34, pp. 50-52 (1977); General Accounting
Office, CPA Audit Quality: Status of Actions Taken to Improve
Auditing and Financial Reporting of Public Companies 36 (Mar.
1989) (GAO/AFMD-89-38). It appears from the literature that a
business executive who wishes to obtain a favorable but
unjustified audit opinion from a CPA would be less likely to turn
to a stranger who has solicited him than to pressure his existing
CPA, with whom he has an ongoing, personal relation and over whom
he may also have some financial leverage.  See id., at 34 ("A
company using the threat of changing accountants `opinion
shopping' to pressure its existing accounting firm to accept a
less than desirable accounting treatment is one way independence
is threatened"); Cottell & Perlin, supra, at 34 (noting that
independence can be eroded if a client is served by a single
auditor for a great length of time).

 For similar reasons, we reject the Board's alternative
argument that the solicitation ban is a reasonable restriction on
the manner in which CPAs may communicate with prospective
clients, rather than a direct regulation of the commercial speech
itself.  Assuming that a flat ban on commercial solicitation
could be regarded as a content-neutral time, place, or manner
restriction on speech, a proposition that is open to serious
doubt, see, e.g., Virginia State Bd. of Pharmacy v. Virginia
Citizens Consumer Council, Inc., 425 U. S., at 771, a challenged
restriction of that type still must serve a substantial state
interest in "a direct and effective way." Ward v. Rock Against
Racism, 491 U. S. 781, 800 (1989).  The State has identified
certain interests in regulating solicitation in the accounting
profession that are important and within its legitimate power,
but the prohibitions here do not serve these purposes in a direct
and material manner.  Where a restriction on speech lacks this
close and substantial relation to the governmental interests
asserted, it cannot be, by definition, a reasonable time, place,
or manner restriction.

C

 Relying on Ohralik, the Board seeks to justify its
solicitation ban as a prophylactic rule.  It acknowledges that
Fane's solicitations may not involve any misconduct but argues
that all personal solicitation by CPAs must be banned, because
this contact most often occurs in private offices and is
difficult to regulate or monitor.

 We reject the Board's argument and hold that, as applied
in this context, the solicitation ban cannot be justified as a
prophylactic rule.  Ohralik does not stand for the proposition
that blanket bans on personal solicitation by all types of
professionals are constitutional in all circumstances.  Because
"the distinctions, historical and functional, between
professions, may require consideration of quite different
factors," Virginia State Bd. of Pharmacy, supra, at 773, n. 25,
the constitutionality of a ban on personal solicitation will
depend upon the identity of the parties and the precise
circumstances of the solicitation.  Later cases have made this
clear, explaining that Ohralik's holding was narrow and depended
upon certain "unique features of in-person solicitation by
lawyers" that were present in the circumstances of that case.
Zauderer v. Office of Disciplinary Counsel of Supreme Court of
Ohio, 471 U. S., at 641; see also Shapero v. Kentucky State Bar
Assn., 486 U. S. 466, 472 (1988).

 Ohralik was a challenge to the application of Ohio's ban
on attorney solicitation and held only that a State Bar
"constitutionally may discipline a lawyer for soliciting clients
in person, for pecuniary gain, under circumstances likely to pose
dangers that the State has a right to prevent." Ohralik v. Ohio
State Bar Assn., 436 U. S., at 449 (emphasis added).  While
Ohralik discusses the generic hazards of personal solicitation,
see id., at 464-466, the opinion made clear that a preventative
rule was justified only in situations "inherently conducive to
overreaching and other forms of misconduct." Id., at 464; cf. In
re R.M. J., 455 U. S., at 203 (advertising may be banned outright
only if it is actually or inherently misleading).  The Court in
Ohralik explained why the case before it met this standard:

     [T]he potential for overreaching is significantly greater when a
     lawyer, a professional trained in the art of persuasion,
     personally solicits an unsophisticated, injured, or
     distressed lay person.  Such an individual may place his
     trust in a lawyer, regardless of the latter's qualifications
     or the individual's actual need for legal representation,
     simply in response to persuasion under circumstances
     conducive to uninformed acquiescence.  Although it is argued
     that personal solicitation is valuable because it may
     apprise a victim of misfortune of his legal rights, the very
     plight of that person not only makes him more vulnerable to
     influence but also may make advice all the more intrusive.
     Thus, under these adverse conditions the overtures of an
     uninvited lawyer may distress the solicited individual
     simply because of their obtrusiveness and the invasion of
     the individual's privacy, even when no other harm
     materializes.  Under such circumstances, it is not
     unreasonable for the State to presume that in-person
     solicitation by lawyers more often than not will be
     injurious to the person solicited. 436 U. S., at 465-466
     (footnotes omitted).

 The solicitation here poses none of the same dangers.
Unlike a lawyer, a CPA is not "a professional trained in the art
of persuasion." A CPA's training emphasizes independence and
objectivity, not advocacy.  See 1 AICPA Professional Standards AU
220; 2 id., ET 55; H. Magill & G. Previts, CPA Professional
Responsibilities: An Introduction 105-108 (1991).  The typical
client of a CPA is far less susceptible to manipulation than the
young accident victim in Ohralik.  Fane's prospective clients are
sophisticated and experienced business executives who understand
well the services that a CPA offers.  See Affidavit of Scott Fane
--5-7, 10(A) (App. 10-11, 13).  In general, the prospective
client has an existing professional relation with an accountant
and so has an independent basis for evaluating the claims of a
new CPA seeking professional work.  Id., -6 (App. 10-11).

 The manner in which a CPA like Fane solicits business
is conducive to rational and considered decisionmaking by
the prospective client, in sharp contrast to the "uninformed
acquiescence" to which the accident victims in Ohralik were
prone.  Ohralik, supra, at 465.  While the clients in Ohralik
were approached at a moment of high stress and vulnerability, the
clients Fane wishes to solicit meet him in their own offices at a
time of their choosing.  If they are unreceptive to his initial
telephone solicitation, they need only terminate the call.
Invasion of privacy is not a significant concern.

 If a prospective client does decide to meet with Fane,
there is no expectation or pressure to retain Fane on the
spot; instead, he or she most often exercises caution, checking
references and deliberating before deciding to hire a new CPA.
See Affidavit of Scott Fane -10(C) (App. 13-14).  Because a CPA
has access to a business firm's most sensitive financial records
and internal documents, retaining a new accountant is not a
casual decision.  Ibid.  The engagements Fane seeks are also
long-term in nature; to the extent he engages in unpleasant, high
pressure sales tactics, he can impair rather than improve his
chances of obtaining an engagement or establishing a satisfactory
professional relation.  The importance of repeat business and
referrals gives the CPA a strong incentive to act in a
responsible and decorous manner when soliciting business.  In
contrast with Ohralik, it cannot be said that under these
circumstances, personal solicitation by CPAs "more often than not
will be injurious to the person solicited." Ohralik, 436 U. S.,
at 466.

 The Board's reliance on Ohralik is misplaced for yet
another reason: the Board misunderstands what Ohralik meant when
it approved the use of a prophylactic rule. Id., at 464.  The ban
on attorney solicitation in Ohralik was prophylactic in the sense
that it prohibited conduct conducive to fraud or overreaching at
the outset, rather than punishing the misconduct after it
occurred.  But Ohralik in no way relieves the State of the
obligation to demonstrate that it is regulating speech in order
to address what is in fact a serious problem and that the
preventative measure it proposes will contribute in a
material way to solving that problem.  See ibid. (describing the
State's fear of harm from attorney solicitation as "well
founded").

 Were we to read Ohralik in the manner the Board proposes,
the protection afforded commercial speech would be reduced almost
to nothing; comprehensive bans on certain categories of
commercial speech would be permitted as a matter of course.  That
would be inconsistent with the results reached in a number of our
prior cases. See, e.g., Zauderer v. Office of Disciplinary
Counsel of Supreme Court of Ohio, 471 U. S. 626 (1985); Bates v.
State Bar of Arizona, 433 U. S. 350 (1977); Linmark Associates,
Inc. v. Willingboro, 431 U. S. 85 (1977).  It would also be
inconsistent with this Court's general approach to the use of
preventative rules in the First Amendment context. "Broad
prophylactic rules in the area of free expression are suspect.
Precision of regulation must be the touchstone in an area so
closely touching our most precious freedoms." NAACP v. Button,
371 U. S. 415, 438 (1963) (citations omitted).  Even under the
First Amendment's somewhat more forgiving standards for
restrictions on commercial speech, a State may not curb protected
expression without advancing a substantial governmental interest.
Here, the ends sought by the State are not advanced by the speech
restriction, and legitimate commercial speech is suppressed.  For
this reason, the Board's rule infringes upon Fane's right to
speak, as guaranteed by the Constitution.

 The judgment of the Court of Appeals is

 Affirmed.


 Justice Blackmun, concurring.

 I join the Court's opinion, just as I joined Justice
Stevens' recent opinion for the Court in Cincinnati v. Discovery
Network, Inc., ___ U. S. ___ (1993), with the observation that I
again disengage myself from any part thereof, or inference
therefrom, that commercial speech that is free from fraud or
duress or the advocacy of unlawful activity is entitled to only
an -intermediate level,- see ante, at 5, of protection under the
First Amendment's proscription of any law abridging the
freedom of speech.


 Justice O'Connor, dissenting.

 I continue to believe that this Court took a wrong turn
with Bates v. State Bar of Arizona, 433 U. S. 350 (1977), and
that it has compounded this error by finding increasingly
unprofessional forms of attorney advertising to be protected
speech.  See Zauderer v. Office of Disciplinary Counsel of
Supreme Court of Ohio, 471 U. S. 626 (1985); Shapero v. Kentucky
Bar Assn., 486 U. S. 466 (1988); Peel v. Attorney Registration
and Disciplinary Comm'n of Ill., 496 U. S. 91 (1990) (plurality
opinion).  These cases consistently focus on whether the
challenged advertisement directly harms the listener: whether it
is false or misleading, or amounts to "overreaching, invasion of
privacy, [or] the exercise of undue influence," Shapero, supra,
at 475.  This focus is too narrow.  In my view, the States have
the broader authority to prohibit commercial speech that, albeit
not directly harmful to the listener, is inconsistent with the
speaker's membership in a learned profession and therefore
damaging to the profession and society at large.  See Zauderer,
supra, at 676-677 (O'Connor, J., concurring in part, concurring
in judgment in part, and dissenting in part); Shapero, supra, at
488-491 (O'Connor, J., dissenting); Peel, supra, at 119
(O'Connor, J., dissenting).  In particular, the States may
prohibit certain "forms of competition usual in the business
world," Goldfarb v. Virginia State Bar, 421 U. S. 773, 792 (1975)
(internal quotation marks omitted), on the grounds that pure
profit seeking degrades the public spirited culture of the
profession and that a particular profit-seeking practice is
inadequately justified in terms of consumer welfare or other
social benefits.  Commercialization has an incremental, indirect,
yet profound effect on professional culture, as lawyers know all
too well.

/* There is one problem in the dissent analysis. This is due to
the fact that real estate brokers are permitted to solicit in any
way that they want. For the average consumer the purchase of a
home will be the largest, and most complicated, transaction that
they will be involved with. Yet such important "professional" and
licensed services are not regulated in the way that CPA's are.
The dissent simply does not rationally differentiate between
other licensed professionals advertising and CPA advertising. */


 But even if I agreed that the States may target only
professional speech that directly harms the listener, I still
would dissent in this case.  Ohralik v. Ohio State Bar
Assn., 436 U. S. 447 (1978), held that an attorney could
be sanctioned for the in-person solicitation of two particularly
vulnerable potential clients, because of the inherent risk under
such circumstances that the attorney's speech would be directly
harmful, and because a simple prohibition on fraud or
overreaching would be difficult to enforce in the context of
in-person solicitation.  See id., at 464-468.  The result reached
by the majority today cannot be squared with Ohralik.

 Although Ohralik preceded Central Hudson Gas & Electric
v. Public Service Comm'n of New York, 447 U. S. 557 (1980), this
Court has understood Ohralik to mean that a rule prohibiting
in-person solicitation by attorneys would satisfy the Central
Hudson test.  See Shapero, supra, at 472.  Such a rule would
"directly advanc[e] the governmental interest [and would not be]
more extensive than is necessary to serve that interest." Central
Hudson, supra, at 566.  A substantial fraction of in-person
solicitations are inherently conducive to overreaching or
otherwise harmful speech, and these potentially harmful
solicitations cannot be singled out in advance (or so a
reasonable legislator could believe).

 I see no constitutional difference between a rule
prohibiting in-person solicitation by attorneys, and a rule
prohibiting in-person solicitation by certified public
accountants (CPA's).  The attorney's rhetorical power derives not
only from his specific training in the art of persuasion, see
ante, at 13, but more generally from his professional expertise.
His certified status as an expert in a complex subject matter-
the law-empowers the attorney to overawe inexpert clients.  CPA's
have an analogous power.  The drafters of Fla. Admin. Code
21A-24.002(2)(c) (1992) reasonably could have envisioned
circumstances analogous to those in Ohralik, where there is a
substantial risk that the CPA will use his professional expertise
to mislead or coerce a naive potential client.

 Indeed, the majority scrupulously declines to question
the validity of Florida's rule.  The majority never analyzes the
rule itself under Central Hudson, cf. Posadas de Puerto Rico
Associates v. Tourism Co. of Puerto Rico, 478 U.S. 328, 340-344
(1986) (analyzing facial validity of law regulating commercial
speech by employing Central Hudson test), but instead seeks to
avoid this analysis by characterizing Fane's suit as an
-as-applied- challenge. See ante, at 1, 5, 9, 12.  I am surprised
that the majority has taken this approach without explaining or
even articulating the underlying assumption: that a commercial
speaker can claim First Amendment protection for particular
instances of prohibited commercial speech, even where the
prohibitory law satisfies Central Hudson.  Board of Trustees of
State Univ. of N. Y. v. Fox, 492 U. S. 469 (1989), appears to say
the opposite, see id., at 476-486, and we recently granted
certiorari in a case that poses precisely this issue, see United
States v. Edge Broadcasting Co., 506 U. S. ___ (1992).

 In any event, the instant case is not an -as-applied-
challenge, in the sense that a speaker points to special features
of his own speech as constitutionally protected from a valid law.
Cf. Zauderer, supra, at 644.  The majority obscures this point by
stating that Florida's rule "cannot be sustained as applied to
Fane's proposed speech," ante, at 5, and by paraphrasing Fane's
affidavit at length to show that he does not propose to solicit
vulnerable clients, ante, at 14.  But I do not understand the
relevance of that affidavit here, because the broad remedy
granted by the District Court goes well beyond Fane's own speech.
-Florida Administrative Code, 21A-24.002(2) and (3), places an
unconstitutional ban on protected commercial speech in violation
of the first . . . amendmen[t]. The Board of Accountancy and
State are hereby enjoined from enforcing that regulation as it is
ap plied to CPAs who seek clients through in-person, direct,
uninvited solicitation in the business context.
App. 88.

Even if the majority is correct that a law satisfying Central
Hudson cannot be applied to harmless commercial speech, and that
Fane's proposed speech will indeed be harmless, these two
premises do not justify an injunction against the enforcement of
the antisolicitation rule to all CPA's.

 The majority also relies on the fact that petitioners
were enjoined only from enforcing the rule in the -business
context.- See ante, at 1, 9.  Yet this narrowing of focus,
without more, does not salvage the District Court's remedy.  I
fail to see why 21A-24.002(2)(c) should be valid overall, but not
-in the business context.- Small businesses comprise the vast
majority of business establishments in the United States, see U.
S. Dept. of Commerce, Statistical Abstract of the United States
526 (1992).  The drafters of Florida's rule reasonably could
have believed that the average small businessman is no more
sophisticated than the average individual who is wealthy enough
to hire a CPA for his personal affairs.

 In short, I do not see how the result reached by the
majority is consistent with the validity of 21A-24.002(2)(c).  In
failing to state otherwise, the majority implies that the rule
itself satisfies Central Hudson, and I agree, but on that precise
grounds I would reverse the judgment of the Court of Appeals.