FS Credit Opportunities Corp. v. Saba Capital Master Fund, Ltd. · ¶21

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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