FS Credit Opportunities Corp. v. Saba Capital Master Fund, Ltd. · ¶19

With this framework in mind, we turn to the ICA. Section 47—entitled “[v]alidity of contracts”—contains two parts. The first provides that any contractual waiver of compliance with the ICA “shall be void.” 15 U. S. C. §80a– 46(a). The second provides that contracts made in violation of the ICA are “unenforceable by either party . . . unless a court finds that under the circumstances enforcement would produce a more equitable result . . . and would not be inconsistent with the purposes of this subchapter.” §80a– 46(b)(1). And if such a contract “has been performed, a court may not deny rescission at the instance of any party unless such court finds that under the circumstances the denial of rescission would produce a more equitable result than its grant and would not be inconsistent with the purposes of this subchapter.” §80a–46(b)(2). The question is whether the phrase “rescission at…

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