Amicus Curiae Brief — Rick Siegel, Petitioner v. Jude Salazar

Supreme Court briefFeb 2, 2026

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No. 25-798

IN THE

Supreme Court of the United States

Rick Siegel,

Petitioner,

Jude Salazar

Respondent.

On Petition for A Writ of Certiorari to the

Court of Appeal of California,

Second Appellate District, Division Five

AMICUS CURIAE BRIEF OF

INDEPENDENT ATTORNEYS AND

SPORTS AGENTS IN SUPPORT

OF CERTIORARI

Benjamin G. Shatz

Duane Morris LLP

865 South Figueroa Street, Suite 3100

Los Angeles, CA. 90017-5450

213.403.5857 BGShatz@duanemorris.com

TABLE OF CONTENTS

TABLE OF AUTHORITIES

INTEREST OF THE AMICUS CURIAE

SUMMARY OF ARGUMENT

RATIONALE FOR GRANTING CERTIORARI

The Enforcement Protects Neither Talent

Representatives Nor Artists

II.

Licensed Professionals Cannot Comply

With Requirements The Legislature

Has Not Imposed

If Exemption From Regulation Must Be

Expressed In Statute, Every Contract Ever

Negotiated By A Talent Agent Without A

Bar License Has Been Unlawful

The Enforcement Creates Absurd And

Legally Untenable Results

This Case Exemplifies The Broader

Constitutional Problem

VI.

Review Is Essential To Stop The

Labor Commissioner’s Intentional

Ultra Vires Actions

III.

IV.

CONCLUSION

APPENDIX: LIST OF AMICI

TABLE OF AUTHORITIES

FEDERAL CASES

BMW of North America, Inc. v. Gore,

517 U.S. 559 (1996)

Connally v. General Construction Co.,

269 U.S. 385 (1926)

Lambert v. California,

355 U.S. 225 (1957)

Loper Bright Enterprises v. Raimondo,

603 U.S. 369 (2024)

United States v. Grimaud,

220 U.S. 506 (1911)

6, 10

6-7

7-8

Utility Air Regulatory Group v. EPA,

573 U.S. 302, (2014)

STATE CASES

Baron v. City of Los Angeles,

2 Cal.3d 535, 542 (1970)

Bacall v. Shumway,

61 Cal.App. 5th 950, 955 (2021)

Smith v. Bach,

183 Cal. 259 (1920)

5-6

CA LABOR COMMISSION CASES

Solis v. Blancarte,

TAC 27089 (2013)

8-9

iii

CONSTITUTIONAL PROVISIONS

U.S. Constitution, Article VI, Clause 2

7-8

CALIFORNIA STATUTES

Business & Professions Code

§ 18895.2(b)(1)

§ 18895.2(c)

5, 11

§ 18895.2(d)

Labor Code

§ 1700.5

§ 1700.44(d)

INTEREST OF AMICI CURIAE

Amici are transactional attorneys and licensed

sports agents, including professionals licensed in

California and others practicing across the United

States.1

Negotiating contracts for artist and athlete

clients is a defining activity of both professions. Yet

for some seven decades, the California Labor

Commissioner has enforced a regime under which

these very activities—conduct expressly authorized

by, and essential to, our respective licensing

schemes—are deemed unlawful unless we also obtain

a talent agency license, a violation of the state’s

Talent Agencies Act (“TAA,” “Act”).

No statute regulating attorneys or sports agents

contains any reference to the TAA, and the TAA

contains no reference to attorneys or sports agents.

Nothing in any of the three professions’ licensing

statutes provides notice that our ordinary, licensed

professional activities are subject to a second,

unrelated licensing requirement.

The enforcement of law cannot rest on the most

questionable of parental principles: “because we said

so.” This case is not theoretical. The questions

presented—issues the petition shows have been

repeatedly and inexplicably avoided by California’s

Amici certify that this brief was authored by counsel for amici

and no part of the brief was authored by any attorney for a

party. No party, or any other person or entity, made any

monetary contribution to the preparation or submission of this

brief. Amici also certifies that notice to counsel was given.

courts—bring to the fore whether attorneys and

sports agents who live in California, or who have

clients who do now or may at some point in the future

live or work in California (which is virtually all of us),

may lawfully perform the very work for which we

were examined, licensed, authorized, and required to

complete continuing education courses.

The Commissioner’s interpretation subordinates

us to an occupation that imposes no comparable

requirements of training, competence, or qualification,

leaving us to face the risk of losing our contractual

rights and being ordered to return otherwise deserved

and earned compensation for engaging in the exact

activities our licenses authorize.

Amici therefore have a direct and substantial

interest in ensuring that due process, notice, and

statutory limits on administrative authority are

faithfully applied.

SUMMARY OF ARGUMENT

The

California

Labor

Commissioner's

interpretation creates an unintelligible licensing

system in which professionals licensed as a sports

agent or attorney lose their contractual rights under

an unrelated statute, the Talent Agencies Act.

The TAA is a licensing scheme neither a lawyer

nor a sports agent has reason to consult, and nothing

in its text provides notice that its requirements apply

to anyone other than talent agents.

Licensed sports agents are authorized to

negotiate endorsement deals yet the Commissioner

sanctions them as if a talent agency license is also

required. Attorneys representing artist clients are

similarly treated.

Certiorari would resolve whether due process

permits an administrative agency to void contracts

based on prohibitions the Legislature never enacted

that licensed professionals of other occupations have

no reason to know exist, and whose application would

require holding that talent agents cannot negotiate

contracts without violating the State Bar Act—a

conclusion the Commissioner has never embraced.

RATIONALE FOR CERTIORARI

THE ENFORCEMENT PROTECTS

NEITHER TALENT REPRESENTATIVES

NOR ARTISTS

Proper licensing regulations protect the public

while enabling trained professionals to serve their

clients. The system depends on statutory clarity:

professionals must know what conduct their licenses

authorize and what additional requirements, if any,

apply to their work.

As procurement is currently enforced, the TAA

offers neither clarity for talent representation

professionals nor meaningful protection for the public.

The Commissioner’s regime finds the procuring of

an endorsement deal for an athlete—such as the

$5,000,000 Nike shoe contract referenced in the

petition (at p. 20 n. 2)—is treated as conduct requiring

a talent agency license.

Less than one percent of one percent of aspiring

athletes ever reach the professional level, and only a

fraction of those athletes attract significant

endorsement deals. The enforcement therefore does

not protect the general public; rather, it provides

protections for individuals without need for such

regulatory shelter.

It is the same for artists—unemployment rate for

actors, writers, directors and other artists approaches

ninety percent, even during strong economic periods.

It defies logic to assume artists would choose to be

limited by a monopoly in a single category of

representatives, rather than benefit from publicists,

producers, personal managers and/or marketing

executives, all potentially working to help them

obtain employment.

II. LICENSED PROFESSIONALS CANNOT

COMPLY WITH REQUIREMENTS THE

LEGISLATURE DOES NOT REQUIRE

Proper licensing schemes protect the public by

clearly defining what conduct a license authorizes.

The Labor Commissioner does the opposite.

Relying on California Labor Code § 1700.44(d)—

“It is not unlawful … to act in conjunction with, and

at the request of, a licensed talent agency in the

negotiation of an employment contract”—the

Commissioner concludes negotiation is an element of

procurement and, when performed for an artist, is

lawful only if the negotiator first obtains a talent

agency license under § 1700.5.

California Business and Professions Code §

18895.2(b)(1) defines a sports agent as one who “for

compensation procures, offers, promises, attempts, or

negotiates to obtain employment for any person with

a professional sports team or organization or as a

professional athlete.”

Section 18895.2(c) provides that “employment as

a professional athlete” includes employment pursuant

to an endorsement contract.

Section

18895.2(d)

defines

“endorsement

contract” as any “agreement pursuant to which a

person is employed or receives remuneration for any

value or utility that the person may have because of

publicity, reputation, fame, or following obtained

because of athletic ability or performance.”

Despite this explicit statutory authorization—

and despite the TAA containing no language

restricting sports agents from procuring endorsement

contracts—the Labor Commissioner entwines sports

agents into TAA controversies for engaging in conduct

they are expressly licensed to perform.

The same is true for attorneys. California defines

the practice of law not by statute—the State Bar Act

contains no definition—but by case law.

The California Supreme Court has long held that

the practice of law includes “the preparation of legal

instruments and contracts by which legal rights are

secured.” Baron v. City of Los Angeles, 2 Cal.3d 535,

542 (1970). Bacall v. Shumway, 61 Cal.App. 5th 950,

955 (2021), affirmed that a personal manager who had

voluntarily given up his law license later engaged in

the unlicensed practice by “corresponding with

attorneys about a contract, redlining agreements, and

making comments on proposed contracts.”

In short, it is negotiating, what talent agents

every day—without first becoming licensed attorneys.

Despite the TAA containing no language restricting

attorneys from negotiating contracts for artist clients,

the Labor Commissioner entwines attorneys into TAA

controversies for engaging in conduct they are

expressly licensed—and obligated—to perform.

This enforcement regime raises serious issues of

due process and separation of powers.

Under Connally v. General Construction Co., 269

U.S. 385, 390 (1926), a statute is unconstitutional if

“men of common intelligence must necessarily guess

at its meaning and differ as to its application.”

Here, neither the TAA nor the governing statutes

for sports agents or attorneys give notice that they

must also obtain talent agency licenses to negotiate

contracts. The Commissioner’s regime thus imposes

penalties based on a nonexistent requirement—one

no reasonable professional would infer. Due process

does not permit regulated parties to be punished for

failing to comply with obligations never codified.

Lambert v. California, 355 U.S. 225 (1957), holds

that due process prohibits the government from

punishing individuals for failing to comply with a

regulatory duty unless the Legislature has clearly

imposed that duty and the individual had actual or

probable notice of it.

BMW of North America, Inc. v. Gore, 517 U.S. 559,

574 (1996) confirms that civil penalties must satisfy

the same basic due process protections as criminal

sanctions. While these voidances are civil, the punitive

effect is indistinguishable from a criminal penalty.

The Commissioner’s interpretation fails both

requirements: the Legislature never imposed a duty

on sports agents or attorneys to obtain talent agency

licenses, and nothing in their licensing statutes—or in

the TAA—suggests such a requirement exists.

Punishing licensed professionals for violating a

nonexistent obligation is precisely the kind of

due-process violation Lambert forbids.

For over a century, this Court has upheld a basic

tenet of the separation of powers: an administrative

agency may “fill up the details” but not create crimes

or penalties not authorized by the Legislature. United

States v. Grimaud, 220 U.S. 506 (1911).

Loper Bright Enterprises v. Raimondo, 603 U.S.

369 (2024), reaffirmed that courts—not agencies—

interpret statutes, and that an agency cannot expand

a statute beyond its text or impose requirements the

Legislature did not clearly authorize.

Loper Bright expressly instructed federal courts

not to defer to agency interpretations of statutes. That

principle applies with equal force when state courts

adjudicate federal constitutional challenges.

Under the Supremacy Clause, the United States

Constitution is “the supreme Law of the Land; and the

judges in every State shall be bound thereby.” U.S.

Const. art. VI, cl. 2. State courts do not satisfy their

obligation to federal supremacy when, rather than

conducting an independent examination, it defers to a

state agency's interpretation of a statute when the

question is whether the interpretation of a statute

violates the federal Constitution.

To hold otherwise would permit state agencies to

insulate their actions from federal constitutional

review simply by offering an interpretation—

precisely the dynamic Loper Bright rejected.

When a regulated party claims that an agency's

statutory construction deprives them of due process or

exceeds the bounds of delegated authority, the court

must independently determine what the statute

means. The Commissioner's interpretation is entitled

to no deference in this proceeding.

The Commissioner’s regime withers under the

light of Grimaud and Loper Bright: it creates a new

licensing requirement for sports agents and attorneys

that appears nowhere in the TAA or their governing

statutes, and then imposes penalties based on that

nonexistent obligation.

Separation of powers does not permit an agency

to legislate under the guise of interpretation.

III.

IF EXEMPTION FROM REGULATION

MUST BE EXPRESSED IN STATUTE,

EVERY CONTRACT EVER NEGOTIATED

BY A TALENT AGENT WITHOUT A BAR

LICENSE HAS BEEN UNLAWFUL

The petition cites the Commissioner’s rationale

for voiding the contractual rights of licensed sports

agents and attorneys who negotiate artists’ or

athletes’ contracts, how the attorney in Solis v.

Blancarte, Cal. Lab. Comm’n. TAC 27089 (2013)

acted unlawfully by renegotiating a local sports

anchor’s contract because “the provisions of the TAA

do not contain or recognize any such exemption.”

The State Bar Act does not provide an exemption

for talent agents. Using the Commissioner's logic—

absence of exemption equals prohibition—every

contract a talent agent has ever negotiated without a

law license violates the State Bar Act. Every agent

who negotiated a recording contract, management

agreement, or employment contract engaged in

unauthorized practice of law. Every talent agent

contract in California history is invalid.

The Commissioner has never taken this position.

The Commissioner has never suggested talent agents

need law licenses. This selective application reveals

the Commissioner's interpretation to be resultsoriented, not principle-based.

The

Commissioner

invokes

"absence

exemption" to expand its own regulatory authority

over sports agents and attorneys. But it conveniently

ignores the reciprocal logic that would subject talent

agents—the very profession the Commissioner claims

to regulate—to another agency's jurisdiction.

The Commissioner cannot have it both ways.

Either absence of exemption creates prohibition, or it

does not. If it does, talent agents need law licenses. If

it does not—and the Commissioner's treatment of

talent agents proves it does not—then sports agents

and attorneys do not need talent agency licenses.

The only coherent reading is that licensing

statutes regulate entry into a profession. They do not,

in silence, create monopolies over specific activities.

The Sports Agents Act regulates sports agents. The

State Bar Act regulates attorneys. The TAA regulates

talent agents. None purports to reserve overlapping

activities exclusively for one profession—and it is

illogical to think it would be the profession—talent

agent—requiring no proof of qualifying proficiency.

Had the Legislature intended sports agents and

attorneys to also hold talent agency licenses to

negotiate for athletes and artists, it would have

enacted such legislation; at minimum created a crossreference in the TAA. Had the Legislature intended

talent agents to need law licenses to negotiate, it

would have been memorialized in statute.

The Legislature did none of these things because

it intended none of these results. The Commissioner

has manufactured prohibitions from silence—

prohibitions that invalidate the very licensing scheme

the Commissioner administers.

Such actions are ultra vires and must be stopped.

This is not regulatory gap-filling or reasonable

interpretation. It is the enforcement of prohibitions

that do not exist in statute, applied to professionals

who have no notice they are subject to those

prohibitions. A statutory scheme that produces such

contradictory results is the very definition of the

vagueness and unpredictability Connally forbids, and

precisely the kind of arbitrary and unpredictable

enforcement the Due Process Clause prohibits.

IV. THE ENFORCEMENT CREATES ABSURD

AND LEGALLY UNTENABLE RESULTS

The practical consequences of the Commissioner's

interpretation prove its invalidity.

Consider the sports agent licensed under section

18895.2(c) to negotiate endorsement deals. That agent

represents a professional athlete who receives an offer

from a major corporation for an endorsement

agreement. The athlete is not an actor, musician, or

entertainer. But the corporation's advertising

campaign will feature the athlete in commercials.

Does this make the athlete an "artist" under the

Talent Agencies Act? Does the sports agent now need

a talent agency license?

The statutes provide no answer. The Sports

Agents Act says the agent is licensed for this work.

The Talent Agencies Act does not mention sports

agents or athletes. Yet the Commissioner's

enforcement suggests the answer is yes—the agent

needs a second license, and without it, the

endorsement contract is void.

Consider the attorney negotiating a production

agreement for a musician client. The attorney is

licensed to negotiate contracts. The work falls

squarely within the practice of law. But the client is

an artist. Does this trigger the Talent Agencies Act?

Must the attorney obtain a talent agency license or

refuse the representation?

Again, the statutes provide no guidance. The

State Bar Act confirms this is legal work. The Talent

Agencies Act does not address attorneys. Yet the

Commissioner has voided such contracts, holding that

attorneys cannot negotiate for artist clients without

talent agency licenses.

These are not edge cases. They represent

everyday professional activities—activities for which

sports agents and attorneys are specifically licensed.

Yet the Commissioner's interpretation makes those

activities potential violations, with devastating

consequences: contract voidance, disgorgement of

earned compensation, and professional liability.

The absurdity multiplies when interstate practice

is considered. A sports agent licensed in New York

represents a basketball player who signs with a

California team. The agent negotiates an

endorsement deal with a California-based company.

Under the Commissioner's interpretation, that agent

needed a California talent agency license. How would

the agent know this? New York does not require

talent agency licenses for sports agents. The agent's

license authorizes endorsement negotiations. Nothing

in the Sports Agents Act mentions talent agents.

The same problem affects attorneys. An

entertainment lawyer licensed in Tennessee

represents a country music artist who records in

Nashville but performs in California. The lawyer

negotiates the artist's touring contracts. Under the

Commissioner's interpretation, those California

performance contracts require a California talent

agency license. How would a Tennessee lawyer,

licensed to practice law and negotiate contracts, know

that California imposes this additional requirement?

The Commissioner's interpretation makes it

impossible for professionals to practice across state

lines without risking contract voidance years after the

fact. It treats licensed professionals as if they should

have consulted statutes regulating different professions

entirely—statutes that never mention their

professions and to which no cross-reference exists.

This is not reasonable regulation. It is a trap

enforced against professionals acting in good faith

within the scope of their licenses. Statutes must be

interpreted to avoid absurdity; the Commissioner’s

interpretation makes absurd results unavoidable.

V. THIS CASE EXEMPLIFIES THE BROADER

CONSTITUTIONAL PROBLEM

The situation facing sports agents and attorneys

exemplifies the core constitutional violation

Petitioner asks this Court to address: an

administrative agency enforcing prohibitions the

Legislature never enacted.

The Talent Agencies Act does not prohibit sports

agents from negotiating endorsement deals. It does

not prohibit attorneys from negotiating contracts for

artists. It does not require either profession to obtain

talent agency licenses. These prohibitions exist only

in the Commissioner's interpretation.

The Commissioner points to the Act's definition of

"talent agency" and argues that because the statute

defines who needs a license, it implicitly reserves

those activities for licensees. This reasoning fails for

multiple reasons.

First, defining who needs a license to enter a

profession is not the same as prohibiting unlicensed

persons from specific activities. Every licensing

statute defines its scope. That does not mean all

related activities become monopolies for licensees.

Doctors are licensed to practice medicine, but nurses,

physician assistants, and emergency medical

technicians all perform medical activities without

medical licenses. The medical licensing statute's

definition of medical practice does not prohibit these

other professionals from their work.

Second, as detailed above, if the Commissioner's

logic were correct, sports agents and attorneys would

be barred from negotiating for artists—but conversely,

talent agents be barred from negotiating contracts

without law licenses.

Third, the Legislature knows how to prohibit

unlicensed activity when it wishes to do so. The

Petition demonstrates this. When California wanted

to prohibit unlicensed employment agency activity, it

said so explicitly: the predecessor General

Employment Agencies Act made it a misdemeanor to

"open up and conduct" an agency without a license.

The Talent Agencies Act contains no analogous

prohibition regarding procurement.

The Commissioner may want only talent agents

to procure employment for artists. The Commissioner

may think sports agents and attorneys should need

talent agency licenses.

But the Commissioner's preferences are not law.

As this Court emphasized in Utility Air Regulatory

Group v. EPA, an administrative agency "may not

rewrite clear statutory terms to suit its own sense of

how the statute should operate." 573 U.S. 302, 321

(2014).

That principle applies with full force here. The

Commissioner has imposed prohibitions omitted by

the Legislature. The statutes' silence is not an

ambiguity gap; it is the Legislature's policy choice

that these activities remain unregulated.

VI. REVIEW IS ESSENTIAL TO STOP THE

LABOR COMMISSIONER’S INTENTIONAL

ULTRA VIRES ACTIONS

Simply stated, denying the writ for petition for

certiorari will not just allow, but encourage the Labor

Commissioner to continue to compromise another

generation of personal managers, sports agents,

publicists, producers, and attorneys by enforcing

nonexistent regulation.

One might think this kind of spotlight might get

the Commissioner to act within the law. But if the

Legislature’s 1982 removal of all related sanctions did

not stop the ultra vires activity; if the Commissioner’s

own 1985 admission that the regime was

unconstitutionally vague did not stop it; if the Court

of Appeals in 2006 and the California Supreme

Court’s 2008 acknowledgement that the TAA provides

no remedy did not stop it, only this Court can.

If this Court does not grant review, California will

continue operating under a regulatory regime where

the rules exist not in statutes but in an administrative

agency's

interpretations—interpretations

that

change over time, that conflict with licensing statutes,

and that professionals cannot discover through

reasonable inquiry. That is not the rule of law. It is

the rule of administrative fiat.

CONCLUSION

For these reasons, this Court should grant the

petition for a writ of certiorari.

Respectfully submitted,

Benjamin G. Shatz

Duane Morris, LLP

865 S. Figueroa St., Suite 3100

Los Angeles, CA. 90017-5450

213.403.5857

BGShatz@duanemorris.com

APPENDIX

James Ellis Arden

Licensed California Attorney

North Hollywood, CA 91691

Michael Brogan Esq.