dissenting:
States have a strong interest in regulating the practice of professions within their *1521borders. Goldfarb v. Virginia State Bar, 421 U.S. 773, 792, 95 S.Ct. 2004, 2016, 44 L.Ed.2d 572 (1975). Because I believe states are largely free to regulate the professionals which they license, I reach a different conclusion in this case. My view is that Florida’s regulation, prohibiting face-to-face solicitation of clients by certified public accountants (CPAs), should stand.
Ohralik v. Ohio State Bar Ass’n, 436 U.S. 447, 98 S.Ct. 1912, 56 L.Ed.2d 444 (1978), is extremely persuasive and supports Florida’s prohibition against in-person solicitation by CPAs. In Ohralik, the Supreme Court upheld a state regulation prohibiting in-person solicitation of clients by lawyers. The Court’s reasoning focused on the potential harms that face-to-face solicitation poses for prospective clients. Because in-person solicitation inherently opens the door to “fraud, undue influence, intimidation, overreaching, and other forms of ‘vexatious conduct.’ ” Id. at 462, 98 S.Ct. at 1921, the Court recognized the need for a state to enact a rule designed to protect lay people. With advertising generally the recipient may simply turn away, but in-person solicitation may exert pressure and often demand an immediate response from the prospective client, who then has less opportunity for reflection. Id. And because in-person solicitation is not visible or otherwise open to public scrutiny, such solicitation is hard to oversee effectively or to regulate. Id. at 466, 98 S.Ct. at 1924. The Court, consequently, recognized the need for a state to adopt a prophylactic measure, such as a ban on in-person solicitation, to prevent harm from occurring. Id. at 464, 98 S.Ct. at 1923.
In upholding the state’s prohibition, the Court in Ohralik noted that people contacted in-person might be especially susceptible to a lawyer’s pressure since lawyers are “advocate[s] trained in the art of persuasion.” Id. at 465, 98 S.Ct. at 1923. But this quoted language was not at the heart of the Ohralik’s reasoning. I think Ohra-lik’s reasoning reaches professionals other than lawyers. After all, not all lawyers are trained advocates; now relatively few lawyers are directly involved in litigation or advocacy roles. In-person solicitation is potentially harmful chiefly because lawyers, as professionals, have (and are perceived by lay people to have) specialized knowledge beyond that of their solicited clients. The special leverage, or ability to pressure others, that lawyers have is not so much a function of their oratory skill; instead, it stems from the gap in knowledge between the professional and the lay person. The client, when compared to the professional, is almost always unsophisticated when it comes to the subject of the professional’s work. The danger lies with the lawyer who intimidates or baits the potential client with the lawyer’s specialized knowledge while simultaneously preying on the client’s relative ignorance. The result is that the client may be pressed to agree to hire the lawyer for fear of losing out on legal rights and remedies that the client does not fully understand or, because the directly solicited client has little time to compare the fees and qualities of competing lawyers, the client may employ the wrong lawyer or agree to pay too much.
CPAs also have (and are perceived to have) knowledge beyond that of their potential clients which CPAs could well use to entice or to intimidate clients. For example, CPAs provide tax advisory services and financial management services to clients, when many of these prospective clients may be ignorant of their potential rights and of their potential liabilities. To think that clients may be as vulnerable to a seemingly knowledgeable CPA as accident victims are to an ambulance chasing attorney is not unreasonable. In addition, by virtue of having the title “certified public accountant” bestowed upon him by a state, a CPA is cloaked with an aura of competence that can overawe prospective clients (just as easily as a persuasive lawyer could) due to the appearance of special knowledge that is associated with his state licensure.* *1522In the light of their specialized, professional knowledge, CPAs can be forceful and persuasive. Anyone who has ever signed, without fully understanding, a tax return or other financial statement prepared by a CPA simply because the CPA says “You sign here,” knows just how persuasive a CPA can be.
Some differences in the circumstances surrounding solicitation of clients by lawyers and solicitation by CPAs undeniably exist; and, in general, the state’s interest in regulating the legal profession (to the extent that lawyers as a group may still be seen as officers of the state’s courts) may possibly be a bit greater. But I think for the purpose of constitutional analysis, the two professions are more alike than they are different. For instance, it may well be true that in most audit engagements potential clients of CPAs will not be under the kind of emotional distress that a potential personal injury client would be under when solicited by a lawyer. But nothing said in Ohralik seems to limit rules against in-person solicitation of clients by lawyers to rules barring soliciting personal injury clients in distress. In addition, as the Supreme Court noted in United States v. Arthur Young and Co., 465 U.S. 805, 104 S.Ct. 1495, 79 L.Ed.2d 826 (1984), a client has a great deal to lose, for example, if an auditor gives a qualified, adverse or disclaimed opinion as to the accuracy of a company’s financial records. Id. at 818 n. 13, 104 S.Ct. at 1503 n. 13. As such, while a soliciting CPA may not be in the posture of addressing an injured person, he can easily be in the position of addressing a client who has everything to gain from a glowing, unquestioning opinion, and everything to lose from any less favorable opinion. So, in addition to the problems that lurk whenever professionals are allowed to engage in face-to-face solicitation, there is an incentive for fraudulent CPAs to solicit clients by promising to overlook financial misstatements or by promising to give a favorable review. See Id., 436 U.S. at 461, 98 S.Ct. at 1921.
We should also recall how hard it is for a state to monitor in-person solicitations. Because of the heavy reliance that the public places in the accuracy of financial statements reviewed by CPAs, Florida Bank v. Max Mitchell & Co., 558 So.2d 9 (1990), and for other reasons that seem to apply to professionals in general, there is a strong state interest that CPAs be prevented from compromising their integrity by soliciting clients underhandedly. And, a ban on in-person solicitation is directly related to that state interest.
In Ohralik, the Court specifically noted that a “state does not lose its power to regulate commercial activity deemed harmful to the public wherever speech is a component of the activity.” Ohralik, 436 U.S. at 456, 98 S.Ct. at 1919. Therefore, simply because Florida’s regulation involves speech does not mean that the regulation must be struck down on constitutional grounds. The Ohralik Court said that “procurement of remunerative employment is a subject only marginally affected with First Amendment concerns. It falls within the State’s proper sphere of economic and professional regulation.” Id. at 459, 98 S.Ct. at 1920 (citations omitted). This point is to me the important one.
The First Amendment provides greater or lesser protection to speech depending on its context, that is, whether the speech is political, commercial or something else. The degree of protection afforded commercial speech is toward the low end of the scale. See Ohralik, 436 U.S. at 456, 98 S.Ct. at 1918 (“[Commercial speech [enjoys] a limited measure of protection, commensurate with its subordinate position in the scale of First Amendment values_”). And, I believe the degree of protection from state interference is still lower when the states are carrying out their traditional and important job of policing the profes*1523sions. The Ohralik Court specifically recognized that “[wjhile entitled to some constitutional protection,” a professional’s conduct is “subject to regulation in furtherance of important state interests.” Id. at 459, 98 S.Ct. at 1920.
Even if I personally questioned that the Florida rule is necessary for an ordered CPA profession, it would not be my place just to second guess state officials about the state rule’s wisdom or effectiveness. What is important for me to see is that reasonable people, such as those that I expect comprise the Florida Board of Accountancy, could think that the rule against in-person solicitation of clients functions to assure greater competence of CPAs, more reasoned selection of CPAs by lay people, and the accuracy of audit statements upon which the public relies. And, even if a less sweeping rule might do, that circumstance would be of no great significance. I cannot say that the rule Florida has chosen is an unreasonable solution to the problems inherent in uninvited, in-person solicitations of clients for profit. See Board of Trustees of the State University of New York v. Fox, 492 U.S. 469, 480, 109 S.Ct. 3028, 3035, 106 L.Ed.2d 388 (1989) (manner of regulating speech need not be “absolutely the least severe that will achieve the desired end”; fit between ends and means need only be “reasonable”).
I would uphold the Florida rule as a legitimate use of the state’s authority to regulate a profession within its borders and, therefore, would vacate the judgment of the district court.
In Florida, non-licensed tax preparers, bookkeepers, management advisory consultants and the like are permitted to engage in direct, in-person, uninvited solicitation. These people, *1522however, are neither permitted to perform the "attest function,” which is specifically reserved for CPAs, nor to hold themselves out as having that assured special competence and reliability that the title “CPA" gives. For the state to condition its grant of special privilege and standing upon the acceptance of additional restraints, including some prophylactic rules, is not unreasonable.