Section 29(b) of the Securities Exchange Act provides in pertinent part: “Nothing in this chapter shall be construed (1) to affect the validity of any loan or extension of credit... unless at the time of the making of such loan or extension of credit... the person making such loan or extension of credit... shall have actual knowledge of facts by reason of which the making of such loan or extension of credit... is a violation of the provisions of this chapter or any rule or regulation thereunder, or (2) to afford a defense to the collection of any debt or obligation... by any person who shall have acquired such debt [or] obligation... in good faith for value and without actual knowledge of the violation of any provision of this chapter or any rule or regulation thereunder affecting the legality of such debt [or] obligation.” 15 U.S.C. § 78cc(c) (emphasis added). Moreover, it would be an extraordinarily draconian result to find loan documents to be unenforceable merely because of failure to obtain a purpose statement if there is no more substantive violation of the margin regulations.

the costs and uncertainty of multi-forum litigation. Corporations may also specifically prefer that cases be heard in Delaware, given its well-developed body of case law and expertise in resolving corporate law disputes. The en banc grant may provide greater clarity as to the scope of these clauses and whether they can be enforced against federal derivative securities claims.[1]The case is Lee v. Fisher et al., No. 21-15923. The petition is available at: https://fingfx.thomsonreuters.com/gfx/legaldocs/movakmljjva/frankel-gapderivative—enbancpetition.pdf.[2]Section 27(a) provides federal courts with exclusive jurisdiction over “all suits in equity and actions at law brought to enforce any liability or duty created by [the Exchange Act] or the rules or regulations thereunder.” 15 U.S.C. § 78aa(a). Section 29(a) renders void “[a]ny condition, stipulation, or provision binding any person to waive compliance with any provision of [the Exchange Act] or of any rule or regulation thereunder.” 15 U.S.C. § 78cc(a).[3]The response to the petition is available at: https://fingfx.thomsonreuters.com/gfx/legaldocs/zdvxdynrnvx/frankel-gapderivative—enbancopposition.pdf.[View source.]

Extraordinary circumstances could arise, for example, if enforcement of the clause “would contravene a strong public policy of the forum in which suit is brought, whether declared by statute or by judicial decision.”The court then rejected plaintiff’s argument that enforcement of the clause at issue was contrary to clear public policy expressed by (i) the anti-waiver provision in the Exchange Act, 15 U.S.C. Section 78cc(a); (ii) the Exchange Act’s exclusive federal jurisdiction provision, 15 U.S.C. Section 78aa; (iii) Delaware state case law; and (iv) a federal court’s general obligation to hear cases within its jurisdiction.Plaintiff’s anti-waiver provision argument failed because “the strong federal policy in favor of enforcing forum-selection clauses . . . supersede[s] antiwaiver provisions in state statutes as well as federal statutes, regardless of whether the clause points to a state court, a foreign court, or another federal court.”

15 The panel consisted of Circuit Judges Diane P. Wood, David F. Hamilton, and Frank H. Easterbrook.16Seafarers, 23 F.4th at 720 (quoting 8 Del. C. § 115).17 Id. (quoting S.B. 75, 148th Gen. Assemb., Reg. Sess. (Del. 2015) (synopsis)).18Id. at 720.19Id. at 719 (citing 15 U.S.C. § 78aa).20Id. at 720 (citing 15 U.S.C. § 78cc(a)).21Id.22 Id.

10 If the Ninth Circuit agrees, a Circuit split would exist, ripe for resolution by the U.S. Supreme Court.1 Seafarers Pension Plan v. Bradway, 23 F.4th 714 (7th Cir. 2022)2 See, e.g., Ocegueda on behalf of Facebook v. Zuckerberg, 526 F. Supp. 3d 637 (N.D. Cal. 2021); Lee v. Fisher, No. 20-cv-06163-SK, 2021 WL 1659842 (N.D. Cal. Apr. 27, 2021), appeal filed, No. 21-15923 (May 27, 2021).3 See https://legis.delaware.gov/json/BillDetail/GetHtmlDocument?fileAttachmentId=49812.4 15 U.S.C. § 78n(a)(1).5 15 U.S.C. § 78aa.6 15 U.S.C. § 78cc(a).7 Seafarers Pension Plan, 23 F.4th at 720 (quoting 8 Del. C. § 115).

Under each act, such violations would render the contract between the parties unenforceable. See 15 U.S.C. § 78cc(b); G. L. c. 110A, § 410 (f). The trial judge concluded that NTV had been required to register as a broker-dealer, and that its failure to do so rendered the contract invalid and unenforceable.

This provision provides that “any condition, stipulation, or provision binding any person to waive compliance with any provision of [the Exchange Act] or any rule or regulation [promulgated] thereunder . . . shall be void.” 15 U.S.C. §78cc(a). Plaintiff Paul Kocourek, a retired officer of Booz Allen Hamilton (“Booz Allen” or the “Company”), along with two other retired officers of Booz Allen, initially brought claims under the Racketeer Influenced and Corrupt Organizations Act (“RICO”) and the Employee Retirement Income Security Act of 1974 (“ERISA”) based on allegations they were denied compensation when the Company sold one of its divisions to the Carlyle Group.

15 U.S.C. § 78j; 17 C.F.R. § 240.10b-5.30. 15 U.S.C. § 78cc(b).31.Alexander v. Sandoval, 532 U.S. 275, 28 (2001) (“Like substantive federal law itself, private rights of action to enforce federal law must be created by Congress.”)