Fs Credit Opportunities Corp. v. Saba Capital Master Fund, Ltd. - Annotated Opinion

 The Investment Company Act (ICA) comprehensively regulates investment companies. Petitioners, whom we will call the “Funds,” are investment companies that manage closed-end mutual funds. These funds are called “closed” because they contain a fixed number of shares issued at one time. After shares are issued, capital does not regularly flow into the funds when investors buy shares, nor does it flow out when they sell. Instead, shares trade on the open market, which determines their price. Even though the net-asset value of the holdings may be lower due  to market fluctuations, long-term investors (like individuals saving for retirement) often favor closed-end funds.

 Respondents Saba Capital Master Fund, Ltd., and Saba Capital Management, L. P., whom we will call “Saba,” manage open-end mutual funds. Unlike their closed-end counterparts, open-end funds continually issue new shares to investors. These funds do not trade on the market and their shares are priced daily based on the net-asset value of the underlying holdings. Because capital continually flows into and out of these funds as trading occurs, they are highly liquid. Saba’s investment strategy includes identifying low-performing closed-end funds and purchasing a large enough stake to change the funds’ behavior. Brief for Respondents 17–18. Known as activist investing, this practice allows Saba to alter closed-end funds’ investment strategies to make short-term profit or to convert them into open-end funds. Brief for Petitioners 11; Saba Capital CEF Opportunities 1, Ltd. v. Nuveen Floating Rate Income Fund, 88 F. 4th 103, 108 (CA2 2023).

 To avoid activist-investor takeovers, closed-end funds generally incorporate in jurisdictions with laws that favor them. The Funds are incorporated in Maryland, which has enacted the Maryland Control Share Acquisition Act (MCSAA). The MCSAA limits voting rights for shareholders holding a disproportionate number of shares (like activist investors) unless other shareholders approve. See Md. Corp. & Assns. Code Ann. §3–702(a)(1) (2026). In this way, it prevents rapid shifts in fund control. The Funds have adopted resolutions opting into the MCSAA.

 In June 2023, Saba sued the Funds over those resolutions. Saba alleged that they violate the ICA’s requirement that “every share of stock . . . shall be a voting stock and have equal voting rights with every other outstanding stock.” 15 U. S. C. §80a–18(i). For a right of action, Saba invoked Section 47(b) of the ICA. That section provides that “a court may not deny rescission” of contracts that violate  the ICA “at the instance of any party” unless the court finds that doing so would be consistent with equity and the ICA’s goals. §80a–46(b)(2).

 The District Court, following the Second Circuit’s decision in Oxford University Bank v. Lansuppe Feeder, LLC, 933 F. 3d 99 (2019), held that Section 47(b) creates an implied private right of action to sue for contract rescission and granted Saba summary judgment. The Second Circuit summarily affirmed. We granted certiorari to resolve a circuit split over whether Section 47(b) contains an implied private right of action.² 606 U. S. 930 (2025).

 Congress determines who may sue to enforce federal law. Touche Ross & Co. v. Redington, 442 U. S. 560, 579 (1979); Alexander v. Sandoval, 532 U. S. 275, 286 (2001). When Congress creates a private right of action, it usually does so expressly. For example, “[a] person whose religious exercise has been burdened in violation of [the Religious Freedom Restoration Act] may assert that violation as a claim or defense in a judicial proceeding.” 42 U. S. C. §2000bb–1(c). A “person aggrieved” by discrimination may “institut[e]” a “civil action for preventative relief.” §2000a–3(a). And so on.

 Private litigants sometimes sue to enforce statutes that lack comparable language. At one point in time, the Court stood ready to let them; it reasoned that courts should “be alert to provide such remedies as are necessary to make effective the congressional purpose” underlying a statute. J. I. Case Co. v. Borak, 377 U. S. 426, 433 (1964). But we have since rejected the practice of fashioning rights of  action as we see fit. Central Bank of Denver, N. A. v. First Interstate Bank of Denver, N. A., 511 U. S. 164, 170 (1994); Sandoval, 532 U. S., at 287. Home-grown causes of action are difficult to reconcile with “the Constitution’s separation of legislative and judicial power.” Egbert v. Boule, 596 U. S. 482, 491 (2022) (internal quotation marks omitted). Rather than augmenting statutes, we interpret them. If a statute does not spell out a right of action, we examine the statute’s text and structure to determine whether it implicitly provides one.

 To create a private right, a statute must use “rights-creating language” aimed at protecting “a particular class of persons.” Sandoval, 532 U. S., at 288–289 (internal quotation marks omitted); Gonzaga Univ. v. Doe, 536 U. S. 273, 284 (2002) (statutes create private rights when they are “ ‘phrased in terms of the persons benefited’ ”). Language that “focus[es] on the person regulated rather than the individuals protected” does not fit the bill. Sandoval, 532 U. S., at 289. And language establishing an express “remedial schem[e]” elsewhere in the statute may “foreclose a private cause of action to enforce even those statutes that admittedly create substantive private rights.” Id., at 290; Middlesex County Sewerage Authority v. National Sea Clammers Assn., 453 U. S. 1, 13–14 (1981) (existence of “elaborate enforcement provisions” forecloses the “implication [of] additional judicial remedies”). So we also examine whether Congress has provided other mechanisms for enforcing the provision at issue. Northwest Airlines, Inc. v. Transport Workers, 451 U. S. 77, 93–94 (1981).

 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 the instance of any party” implies that private parties may sue. It does not.

 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.

 It bears emphasis that contract law treats rescission as a remedy, not a cause of action. See H. Black, Rescission of Contracts and Cancellation of Written Instruments §1 (1916) (Black). Suits seeking rescission end up before courts in various ways. A party to a contract may bring an action under state law—say, for breach of contract—and ask the court to undo the contract. See 26 R. Lord, Williston on Contracts §68:22 (4th ed. 2019). Or she may seek rescission when raising an affirmative defense such as fraud, mistake, or duress in a breach-of-contract suit. See 27 id., §69:48 (2020); Brief for United States as Amicus Curiae 19. Or a nonparty, such as a shareholder, may seek rescission alleging that corporate officers violated their fiduciary  duties. §80a–35(b). Regardless, other sources of law typically supply the right of action in suits requesting rescission.³

 Section 47(b)’s function underscores the provision’s focus on a court’s remedial power. The common law makes it difficult to obtain rescission if a contract has been performed. If a contract formed in violation of a statute “has been fully executed on the part of the plaintiff,” then neither “a court of law nor a court of equity will assist the plaintiff to recover back the property conveyed or money paid under the contract.” St. Louis, V. & T. H. R. Co. v. Terre Haute & Indianapolis R. Co., 145 U. S. 393, 407–408 (1892); Black §313; see 15 W. Jaeger, Williston on Contracts §1787 (3d ed. 1972). In that circumstance, the common law denies rescission and leaves the parties “where their own acts have placed them.” Black §313; see also id., §318 (discussing rescission in the context of contracts formed in violation of statutes); Restatement (First) of Contracts §598 (1932) (similar). Section 47(b) deviates from that common-law rule by instructing that courts “may not deny rescission” on the basis that a contract has been performed. By overriding the common-law default, it unlocks remedies that would otherwise be unavailable. It does not create a cause of action.

 Statutory structure points in the same direction. As the principal dissent concedes, post, at 10 (opinion of Jackson, J.) (hereinafter the dissent), the Securities and Exchange Commission bears primary responsibility for ensuring  compliance with the ICA. It may investigate and bring enforcement actions in response to violations of “any provision of [the ICA] or of any rule, regulation, or order” issued under the Act. §80a–41(a). It may also “bring an action in . . . court” for injunctive relief or civil monetary penalties. §§80a–41(d), (e). Congress’s decision to create a comprehensive agency enforcement scheme supports the conclusion that private parties generally cannot enforce the ICA. Northwest Airlines, Inc., 451 U. S., at 94; see Karahalios v. Federal Employees, 489 U. S. 527, 533 (1989). Put differently, “[t]he express provision of one method of enforc[ement] . . . suggests that Congress intended to preclude others.” Sandoval, 532 U. S., at 290 (collecting cases); Gonzaga Univ., 536 U. S., at 289 (reasoning that because the Secretary of Education is authorized to enforce the Family Educational Rights and Privacy Act of 1974, it does not create privately enforceable rights).

 While the Securities and Exchange Commission is the ICA’s main enforcer, the Act also expressly authorizes two private rights of action. Since 1970, the ICA has allowed security holders to sue investment advisers for breaches of fiduciary duty. §80a–35(b) (“An action may be brought . . . by a security holder of [a] registered investment company on behalf of such company” for breach of fiduciary duty against certain members of the company). This provision also details how the right of action should operate: It assigns burdens of proof, caps damages, and specifies a forum. Ibid. The ICA also incorporates an express right of action from the Securities Exchange Act, which allows an issuer of securities to recover certain short-term profits realized by a regulated individual. §80a–29(h) (incorporating §78p(b), which permits “[s]uit to recover” such profits). These provisions demonstrate that “when Congress wished to provide a private . . . remedy” to enforce the ICA, “it knew how to do so and did so expressly.” Touche Ross & Co., 442 U. S., at 572. We have traditionally been reluctant to conclude  that Congress implicitly created a private remedy in one provision when it explicitly did so in another. See Transamerica Mortgage Advisors, Inc. v. Lewis, 444 U. S. 11, 20, and n. 10 (1979) (TAMA) (reasoning that because one provision of the ICA authorizes private lawsuits for damages, we should not imply a private right of action for that relief elsewhere). So too here.⁴

 In sum, nothing in the text or structure of the ICA indicates that Congress authorized private parties to enforce virtually every provision in the statute. For a cause of action to exist, we would have to create it. And having “sworn off the habit” of implying private rights of action, “we will not accept [Saba’s] invitation to have one last drink.” Sandoval, 532 U. S., at 287.

 Saba’s counterarguments, while not without force, are ultimately unpersuasive. As for text, it points out that Section 47(b) also includes the phrase “at the instance of any party.” Brief for Respondents 23–26. According to Saba, this language displays Congress’s intent to create a private right of action. But the ordinary meaning of “at the instance of (a person)” is “at the solicitation” or “suggestion of.” 7 Oxford English Dictionary 1040 (2d ed. 1989). And “instance,” when used as verb, means “[t]o urge.” Ibid.; see also Webster’s New International Dictionary 1287 (2d ed. 1954) (“[t]o urge; importune”). The legal meaning of “instance” is the same. See, e.g., Black’s Law Dictionary 947 (12th ed. 2024) (“[u]rgent solicitation or insistence”); 2 Bouvier’s Law Dictionary 1604 (8th ed. 1914) (“urging”). So the phrase “a court may not deny rescission at the instance of any party” is most naturally read to direct a court’s  remedial power when a party before it is urging rescission. §80a–46(b)(2). It says nothing about conferring a right to sue in the first place.

 Saba puts most of its chips on TAMA, which holds that Section 215 of a different statute—the Investment Advisers Act (IAA)—creates an implied right of action. 444 U. S., at 18. Section 215 provides that contracts whose formation or performance violates the IAA “shall be void.” 15 U. S. C. §80b–15(b). TAMA reasons that “[b]y declaring certain contracts void, §215 by its terms necessarily contemplates that the issue of voidness under its criteria may be litigated somewhere.” 444 U. S., at 18. According to TAMA, someone “with the power to void a contract ordinarily may resort to a court to have the contract rescinded and to obtain restitution of consideration paid.” Ibid.; see id., at 19 (Congress’s use of “void” indicates that “customary legal incidents of voidness would follow, including the availability of a suit”). Thus, TAMA holds that Section 215 of the IAA contains an implied private right of action to “void [an] investment advisers contract.” Id., at 19, 24.

 As originally enacted, Section 47(b) of the ICA mirrored Section 215 of the IAA. 54 Stat. 846 (every contract made or performed in violation of the ICA “shall be void”). So under TAMA, Saba says, Section 47(b) likewise contains a cause of action. Case closed.

 If this were 1979, the year that TAMA was decided, then Saba would have a point. But as even the dissent grudgingly admits, post, at 7–8, something important happened in 1980: Congress amended the ICA and entirely reworked Section 47(b). Relevant here, it added references to the key actor—“ ‘a court.’ ” 94 Stat. 2277. And Congress deleted the language that contracts formed in violation of the ICA “shall be void” and replaced it with two distinct phrases. The first states that contracts violating the ICA are “ ‘unenforceable by either party,’ ” and the second provides that if  one of those contracts has been performed, “a court may not deny rescission.” Ibid.⁵

 Saba tries to use the amendment to its advantage: It argues that Congress simply made the right of action TAMA recognizes “explicit” by inserting the term “rescission.” Brief for Respondents 33–34. In other words, the edit was clarifying rather than substantive. But changed language typically indicates changed meaning. A. Scalia & B. Garner, Reading Law: The Interpretation of Legal Texts 256 (2012). And the changes here are significant. Most importantly, Congress deleted the “shall be void” language on which TAMA’s reasoning turns and shifted the focus to regulating a court’s remedial authority. 94 Stat. 2277. Congress made these changes despite retaining the phrase “shall be void” in the immediately preceding provision, Section 47(a). Likewise, it did not remove the “shall be void” language in the IAA, even though it made other changes to that statute. Id., at 2289–2291. So what Saba portrays as a clarifying edit actually distinguishes Section 47(b) of the ICA from Section 215 of the IAA. The 1980 amendments were a renovation, not a new coat of paint.

 Given the textual differences between Section 47(b) and Section 215, TAMA does not get Saba far. And to be clear, Saba would take TAMA far indeed. TAMA blesses only a “limited private remedy . . . to void an investment advisers contract.” 444 U. S., at 24 (emphasis added). Saba finds something much larger hiding in congressional silence: It would wield Section 47(b) to void any type of contract that violates the ICA. TAMA is thin support for such a sweeping right.

 In the dissent’s view, the key to this case lies in two Committee Reports expressing Congress’s “ ‘wish’ ” that courts liberally imply private rights of action. Post, at 1. The dissent repeatedly faults us for failing to consider these Reports, and broadly attempts to defend the use of legislative history in interpreting statutes. Post, at 1, 11–22. Its efforts do not just fail—they backfire.

 Notably, the dissent does not use the Committee Reports to clarify the meaning of Section 47(b). For instance, the dissent does not consult the Committee Reports to see how their authors used the words on which this case turns: “rescission at the instance of any party.” Nor does it try to identify the circumstances that prompted Congress to retool Section 47(b). Instead, the dissent uses the Reports on a mission impossible: divining how Congress would have wanted courts to resolve the question presented in this case. Its theory depends on the fictional premise that hundreds of legislators (not to mention the President) shared a unified private view of how the statute should apply in a contested circumstance. See F. Easterbrook, Statutes’ Domains, 50 U. Chi. L. Rev. 533, 547−548 (1983); K. Shepsle, Congress Is a “They,” Not an “It”: Legislative Intent as Oxymoron, 12 Int’l Rev. L. & Econ. 239, 241–244, 249 (1992).⁶ Worse, it violates the fundamental precept that “[w]e are governed by laws, not by the intentions of legislators.” Conroy v. Aniskoff, 507 U. S. 511, 519 (1993) (Scalia, J., concurring in judgment).

  Even assuming that Congress’s subjective intent were knowable and controlling, the dissent fails to deliver. Far from demonstrating the value of legislative history, the dissent models its misuse.

 The classic criticism of using legislative history is that it is “the equivalent of entering a crowded cocktail party and looking over the heads of the guests for one’s friends.” Ibid. True to form, the dissent navigates around unwelcome guests. The most relevant portions of the Reports are those addressing Section 47(b)—which is, after all, the provision we are interpreting. But the dissent ignores these sections altogether, presumably because they undercut its argument. In its discussion of Section 47(b), the House Report nowhere mentions a private right of action. Instead, it states that the 1980 amendment “embodies a general revision . . . and is designed to provide clearer statutory guidance in interpreting that equitable rescission remedy.” H. R. Rep. No. 96–1341, p. 27 (1980) (H. R. Rep.) (emphasis added). The Senate Report contains the same language. S. Rep. No. 96–958, p. 10 (1980) (S. Rep.). Rather than treating the amended provision as a right of action, both sections confirm the obvious point that rescission is a remedy. And their references to “clearer statutory guidance in interpreting” Section 47(b) support treating the provision as a directive to courts—the typical interpreters of statutes—about how to handle cases already before them.

 While ignoring these sections, the dissent takes creative license with others. It confidently assures the reader that there is “legislative history containing an explicit statement from Congress imploring ‘courts to imply private rights of action under’ the amended Section 47(b).” Post, at 13. There is no such statement. The paragraph that the dissent cites in the Senate Report, post, at 6, 12, 13, speaks of implying causes of action in the “federal securities laws” generally, not the ICA specifically. S. Rep., at 14. The cited House Report pages, post, at 6, 12, 13, are similar. H. R.  Rep., at 28–29. In fairness to the dissent, these paragraphs reference the ICA in passing—but not Section 47(b). The Senate Report says that courts should imply causes of action “to the same extent that such causes of action are implied under the Investment Company Act.” S. Rep., at 14. And the House Report expresses the Committee’s expectation that “[i]n appropriate instances, for example, breaches of fiduciary duty involving personal misconduct should be remedied under Section 36(a) of the Investment Company Act.” H. R. Rep., at 29 (emphasis added). These Committee Reports do not, as the dissent claims, “unequivocally expres[s]” Congress’s desire that courts imply causes of action under Section 47(b) of the ICA. Post, at 1; see also post, at 12 (claiming that “a clearer expression of legislative intent” has “seldom [been] seen”).

 At most, the dissent’s citations show that members of the House and Senate Committees wanted courts to imply causes of action in some unidentified provisions of the securities laws. But even if committee members would have put Section 47(b) on that list, what should we make of it? The House Report notes disapprovingly that “in recent years, the Supreme Court [has] turned its focus toward a strict construction of statutory language and expressed intent.” H. R. Rep., at 28. It then bemoans the Court’s unwillingness to imply causes of action and criticizes the Court for declining to imply a damages remedy in TAMA. H. R. Rep., at 28–29, n. 6. One wonders: If the House Committee wanted to authorize private remedies and knew that the Court would be reluctant to imply them, why did it not make them express? Were members of the House Committee uncertain whether express causes of action would win approval from a majority of the House, a majority of the Senate, and the President? Cf. J. Manning, The Absurdity Doctrine, 116 Harv. L. Rev. 2387, 2417 (2003) (Manning); A. Gluck & L. Bressman, Statutory Interpretation From the Inside—An Empirical Study of Congressional Drafting,  Delegation, and the Canons: Pt. I, 65 Stan. L. Rev. 901, 973–974 (2013). Did they worry that authorizing private remedies might undo compromises that enabled the bill to cross the finish line? Manning 2411–2412, 2417. There is no way to know. Congress expresses itself as a body through the text it enacts; the views of the 42-member House Committee on Interstate and Foreign Commerce and of the 15-member Senate Committee on Banking, Housing, and Urban Affairs are not the law. See Congressional Directory, 96th Cong., 1st Sess. 301 (1979); S. Rep., at II.

 At bottom, the dissent hopes to revive that old-time devotion to legislative history. See, e.g., Church of Holy Trinity v. United States, 143 U. S. 457, 464–465 (1892). Instead of winning converts, however, the dissent illustrates why statutory interpretation must focus on the text—or, to borrow from Justice Robert Jackson, why interpretation must be driven by “analysis of the statute” rather than “psychoanalysis of Congress.” United States v. Public Util. Comm’n of Cal., 345 U. S. 295, 319 (1953) (concurring opinion).

 In determining whether statutes create private rights of action, as in interpreting statutes generally, legal context can serve a useful purpose in clarifying the statutory text. See Alexander v. Sandoval, 532 U. S. 275, 288 (2001). “Statutory history,” in particular, “is an important part of [the] context” that supports a statute’s text—“the water in which [the words] swim.” United States v. Hansen, 599 U. S. 762, 775 (2023). And we generally “presum[e]”  Congress is aware of our prior “judicial interpretation of a statute” when it takes up the pen to reenact or amend it. Lorillard v. Pons, 434 U. S. 575, 580–581 (1978).

 Therefore, while the majority proceeds as if Section 47(b) arrived in the U. S. Code vacuum-sealed and devoid of any background, the correct interpretation of Section 47(b) must account for TAMA.⁵ Viewed in context, the critical question is whether Congress intended to reject TAMA’s holding when it undertook to amend the statute after that case was decided.

 To be sure, the fact that Congress changed the statute provides an opening for the argument that Section 47(b) is different now. Ante, at 9–10. But to its credit, for all its emphasis on the “substantive” nature of Congress’s “renovation[s],” the majority never goes so far as to say that Congress rejected TAMA. Ante, at 9–10. Nothing in the text or structure of the amended Section 47(b) shows that Congress did so.

 Thus far I have rested my analysis solely on the text, structure, and statutory history of Section 47(b). The fact that the majority nevertheless focuses almost all of its fire on my additional consideration of legislative history should alert readers to the potency of that material in this case. Viewed in conjunction with text, structure, and statutory history, legislative history can be a relevant and reliable indicium of Congress’s intent.