FS Credit Opportunities Corp. v. Saba Capital Master Fund, Ltd. · ¶20

Section 47(b) is a “mandate directed to . . . courts,” rather than a provision that “confer[s] a right on a specified class of persons.” Thompson v. Thompson, 484 U. S. 174, 183 (1988); cf. Sandoval, 532 U. S., at 289 (provision “‘phrased as a directive to federal agencies’” does not create a private right or remedy). The key actor is “a court,” not an individual. §80a–46(b)(2). And a court is told that it “may not deny” the remedy of rescission to parties who request it for performed contracts unless the equities and statutory purposes favor a different result. Ibid. Section 47(b)’s wording thus presupposes that parties are already before the court and directs the court’s use of its remedial authority. It says not a word about individual rights.

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