15 U.S.C. § 78cc

Validity of contracts

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(a) Waiver provisions

Any condition, stipulation, or provision binding any person to waive compliance with any provision of this chapter or of any rule or regulation thereunder, or of any rule of a self-regulatory organization, shall be void.

(b) Contract provisions in violation of chapter

Every contract made in violation of any provision of this chapter or of any rule or regulation thereunder, and every contract (including any contract for listing a security on an exchange) heretofore or hereafter made, the performance of which involves the violation of, or the continuance of any relationship or practice in violation of, any provision of this chapter or any rule or regulation thereunder, shall be void (1) as regards the rights of any person who, in violation of any such provision, rule, or regulation, shall have made or engaged in the performance of any such contract, and (2) as regards the rights of any person who, not being a party to such contract, shall have acquired any right thereunder with actual knowledge of the facts by reason of which the making or performance of such contract was in violation of any such provision, rule, or regulation: Provided, (A) That no contract shall be void by reason of this subsection because of any violation of any rule or regulation prescribed pursuant to paragraph (3) of subsection (c) of section 78o of this title, and (B) that no contract shall be deemed to be void by reason of this subsection in any action maintained in reliance upon this subsection, by any person to or for whom any broker or dealer sells, or from or for whom any broker or dealer purchases, a security in violation of any rule or regulation prescribed pursuant to paragraph (1) or (2) of subsection (c) of section 78o of this title, unless such action is brought within one year after the discovery that such sale or purchase involves such violation and within three years after such violation. The Commission may, in a rule or regulation prescribed pursuant to such paragraph (2) of such section 78o(c) of this title, designate such rule or regulation, or portion thereof, as a rule or regulation, or portion thereof, a contract in violation of which shall not be void by reason of this subsection.

Nothing in this chapter shall be construed (1) to affect the validity of any loan or extension of credit (or any extension or renewal thereof) made or of any lien created prior or subsequent to the enactment of this chapter, unless at the time of the making of such loan or extension of credit (or extension or renewal thereof) or the creating of such lien, the person making such loan or extension of credit (or extension or renewal thereof) or acquiring such lien shall have actual knowledge of facts by reason of which the making of such loan or extension of credit (or extension or renewal thereof) or the acquisition of such lien 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 or the enforcement of any lien by any person who shall have acquired such debt, obligation, or lien 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, obligation, or lien.

(June 6, 1934, ch. 404, title I, § 29, 48 Stat. 903; June 25, 1938, ch. 677, § 3, 52 Stat. 1076; Pub. L. 101–429, title V, § 507, Oct. 15, 1990, 104 Stat. 956; Pub. L. 111–203, title IX, §§ 927, 929T, July 21, 2010, 124 Stat. 1852, 1867.)Editorial NotesReferences in Text

This chapter, referred to in text, was in the original “this title”. See References in Text note set out under section 78a of this title.

Amendments

2010—Subsec. (a). Pub. L. 111–203, §§ 927, 929T, amended subsec. (a) identically, substituting “a self-regulatory organization,” for “an exchange required thereby”.

1990—Subsec. (b). Pub. L. 101–429 substituted in cl. (A) “paragraph (3)” for “paragraph (2) or (3)” and in cl. (B) “paragraph (1) or (2)” for “paragraph (1)”, and inserted at end “The Commission may, in a rule or regulation prescribed pursuant to such paragraph (2) of such section 78o(c) of this title, designate such rule or regulation, or portion thereof, as a rule or regulation, or portion thereof, a contract in violation of which shall not be void by reason of this subsection.”

1938—Subsec. (b). Act June 25, 1938, inserted proviso.

Statutory Notes and Related SubsidiariesEffective Date of 2010 Amendment

Amendment by Pub. L. 111–203 effective 1 day after July 21, 2010, except as otherwise provided, see section 4 of Pub. L. 111–203, set out as an Effective Date note under section 5301 of Title 12, Banks and Banking.

Effective Date of 1990 Amendment

Amendment by Pub. L. 101–429 effective Oct. 15, 1990, with provisions relating to civil penalties and accounting and disgorgement, see section 1(c)(1), (2) of Pub. L. 101–429, set out in a note under section 77g of this title.

Notes of Decisions

Cited in 431 cases (52 in the last 5 years), 1941–2026 · leading case: Shearson/Am. Express Inc. v. McMahon, 482 U.S. 220 (1987).

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Shearson/Am. Express Inc. v. McMahon, 482 U.S. 220 (1987). · cites it 8× “[3] More importantly, in enacting these amendments, Congress specifically was considering exceptions to § 29(a), 15 U. S. C. § 78cc, the nonwaiver provision of the Exchange Act, a provision primarily designed with the protection of investors in mind.”

Transamerica Mortg. Advisors, Inc. v. Lewis, 444 U.S. 11 (1979). · cites it 6× “And this Court has previously recognized that a comparable *19 provision, § 29 (b) of the Securities Exchange Act of 1934, 15 U. S. C. § 78cc (b), confers a "right to rescind" a contract void under the criteria of the statute.”

Noelle Lee v. Robert Fisher, 70 F.4th 1129 (9th Cir. 2023). · cites it 9× “FISHER 3 Lee first argued that the forum-selection clause in Gap’s bylaws is void because it violates the Exchange Act’s antiwaiver provision, § 29(a), 15 U.S.C. § 78cc(a), which provides that “[a]ny condition, stipulation, or provision binding any person to waive compliance…”

Dean Witter Reynolds Inc. v. Byrd, 470 U.S. 213 (1985). · cites it 4× “While § 29 of that Act, 15 U. S. C. § 78cc(a), is equivalent to § 14 of the 1933 Act, counterparts of the other two provisions are imperfect or absent altogether.”

Fed. Sec. L. Rep. P 98,654 William L. Gunter & Camille S. Gunter v. Theodore M. Hutcheson, 674 F.2d 862 (11th Cir. 1982). · cites it 6× “15 U.S.C. § 78cc(a) states: Any condition, stipulation, or provision binding any person to waive compliance with any provision of this chapter or of any rule or regulation thereunder, or of any rule of an exchange required thereby shall be void.”

Scherk v. Alberto-Culver Co., 417 U.S. 506 (1974). · cites it 6× “" 15 U. S. C. § 78cc (a). And § 29 (b) adds that "[e]very contract" made in violation of the Act "shall be void.”

Yei Sun v. Advanced China Healthcare, 901 F.3d 1081 (9th Cir. 2018). · cites it 2× “Under 15 U.S.C. § 78cc(a), “[a]ny condition, stipulation, or provision binding any person to waive compliance with any provision of this chapter or of any rule or regulation thereunder, or of any rule of a self-regulatory organization, shall be void.”

Pasternack v. Shrader, 863 F.3d 162 (2d Cir. 2017). · cites it 2× “Instead, he argues that the Release Clause is invalidated by § 29(a) of the Securities Exchange Act of 1934 (codified at 15 U.S.C. § 78cc(a)): Any condition, stipulation, or provision binding any person to waive compliance with any provision of [the Exchange Act] or of any rule…”

Mark Levy, Derivatively on Behalf of Immunogen Inc. v. Southbrook Int'l Investments, Ltd. & Immunogen, Inc., Nominal-Defendant-Appellee, 263 F.3d 10 (2d Cir. 2001). · cites it 3× “13d-3b (“Rule 13d-3(b)”); 1 and (3) the conversion limitation constitutes a waiver of section 16(b), and therefore is void pursuant to Section 29(a) of the Exchange Act as amended, 15 U.S.C. § 78cc(a). 2 Southbrook counters that, because the conversion cap prevents Southbrook…”

Seafarers Pension Plan v. Robert Bradway, 23 F.4th 714 (7th Cir. 2022). · cites it 5× “” Second, the plaintiﬀ could argue that if the board took the position that the bylaw waived the stockholder’s rights under the Securities Exchange Act, such a waiver would be inconsistent with the antiwaiver provisions of that Act, codiﬁed at 15 U.S.C. § 78cc. Id. at 962…”

NASDAQ OMX Grp., Inc. v. UBS Sec., LLC, 770 F.3d 1010 (2d Cir. 2014). · cites it 3× “§ 78aa (providing for exclusive federal court jurisdiction for violations of “violations of this chapter or the rules and regulations thereunder”) with 15 U.S.C. § 78cc(a) (voiding any provision allowing waiver of compliance “with any provision of this chapter or of any rule or…”

Williams v. Binance, 96 F.4th 129 (2d Cir. 2024). · cites it 6× “Plaintiffs also seek recission of contracts they entered into with Binance under Section 29(b) of the Securities and Exchange Act of 1934, 15 U.S.C. § 78cc(b). The district court dismissed Plaintiffs’ claims as impermissible extraterritorial applications of these statutes and…”

Show all 431 citing cases →

— 15 U.S.C. § 78cc(A) — 1 case

Todd Enright v. Asclepius Panacea, LLC Asclepius Panacea GP, LLC Daily Pharmacy, LLC Daily Pharmacy GP, LLC & Toth Enter. II, P .A. D/B/A Victory Med. Ctr. (Tex. App. 2015).

— 15 U.S.C. § 78cc(a) — 159 cases

Shearson/Am. Express Inc. v. McMahon, 482 U.S. 220 (1987). “[3] More importantly, in enacting these amendments, Congress specifically was considering exceptions to § 29(a), 15 U. S. C. § 78cc, the nonwaiver provision of the Exchange Act, a provision primarily designed with the protection of investors in mind.”

Dean Witter Reynolds Inc. v. Byrd, 470 U.S. 213 (1985). “While § 29 of that Act, 15 U. S. C. § 78cc(a), is equivalent to § 14 of the 1933 Act, counterparts of the other two provisions are imperfect or absent altogether.”

Noelle Lee v. Robert Fisher, 70 F.4th 1129 (9th Cir. 2023). “FISHER 3 Lee first argued that the forum-selection clause in Gap’s bylaws is void because it violates the Exchange Act’s antiwaiver provision, § 29(a), 15 U.S.C. § 78cc(a), which provides that “[a]ny condition, stipulation, or provision binding any person to waive compliance…”

Yei Sun v. Advanced China Healthcare, 901 F.3d 1081 (9th Cir. 2018). “Under 15 U.S.C. § 78cc(a), “[a]ny condition, stipulation, or provision binding any person to waive compliance with any provision of this chapter or of any rule or regulation thereunder, or of any rule of a self-regulatory organization, shall be void.”

Pasternack v. Shrader, 863 F.3d 162 (2d Cir. 2017). “Instead, he argues that the Release Clause is invalidated by § 29(a) of the Securities Exchange Act of 1934 (codified at 15 U.S.C. § 78cc(a)): Any condition, stipulation, or provision binding any person to waive compliance with any provision of [the Exchange Act] or of any rule…”

— 15 U.S.C. § 78cc(a)(b) — 1 case

Jennings v. Boenning & Co., 352 F. Supp. 1000 (E.D. Pa. 1972).

— 15 U.S.C. § 78cc(b) — 200 cases

Williams v. Binance, 96 F.4th 129 (2d Cir. 2024). “Plaintiffs also seek recission of contracts they entered into with Binance under Section 29(b) of the Securities and Exchange Act of 1934, 15 U.S.C. § 78cc(b). The district court dismissed Plaintiffs’ claims as impermissible extraterritorial applications of these statutes and…”

In Re Data Access Sys. Sec. Litig.. Appeal of Tolins & Lowenfels & Roger A. Tolins. Appeal of I. Kahlowsky & Co. & Peter Cunicelli, 843 F.2d 1537 (3rd Cir. 1988).

Jackson Transit Auth. v. Local Div. 1285, Amalgamated Transit Union, 457 U.S. 15 (1982).

Xeriant, Inc. v. Auctus Fund LLC, 141 F.4th 405 (2d Cir. 2025).

Costello v. Grundon, 651 F.3d 614 (7th Cir. 2010).

— 15 U.S.C. § 78cc(b)(2) — 1 case

Newman v. Pershing & Co., Inc., 412 F. Supp. 463 (S.D.N.Y. 1975).

— 15 U.S.C. § 78cc(b)(2)(B) — 1 case

Celsion Corp. v. Stearns Mgmt. Corp., 157 F. Supp. 2d 942 (N.D. Ill. 2001).

— 15 U.S.C. § 78cc(b)(l) — 1 case

Sec. & Exch. Comm'n v. Pinez, 989 F. Supp. 325 (D. Mass. 1997).

— 15 U.S.C. § 78cc(c) — 10 cases

Fed. Sec. L. Rep. P 98,654 William L. Gunter & Camille S. Gunter v. Theodore M. Hutcheson, 674 F.2d 862 (11th Cir. 1982). “15 U.S.C. § 78cc(a) states: Any condition, stipulation, or provision binding any person to waive compliance with any provision of this chapter or of any rule or regulation thereunder, or of any rule of an exchange required thereby shall be void.”

Wade A. Kilpatrick, Stan E. Golub v. John C. Riddle, the Fed. Deposit Ins. Corp., as Receiver for First Republicbank Houston, N.A., 907 F.2d 1523 (1st Cir. 1990).

Fed. Sec. L. Rep. P 98,300 Seymour Gilman & Wife, Rosalind K. Gilman, Cross-Appellants v. Fed. Deposit Ins. Corp., Cross-Appellee, 660 F.2d 688 (6th Cir. 1981).

Costello v. Grundon, 651 F.3d 614 (7th Cir. 2010).

Ufitec, S.A. v. Carter, 571 P.2d 990 (Cal. 1977).

— 15 U.S.C. § 78cc(c)(2) — 2 cases

Fed. Sec. L. Rep. P 95,823 Samuel Mallis & Franklyn Kupferman v. Fed. Deposit Ins. Corp., 568 F.2d 824 (2d Cir. 1978).

Sec. & Exch. Comm'n v. Pinez, 989 F. Supp. 325 (D. Mass. 1997).

— 15 U.S.C. § 78cc(c)(l) — 1 case

Sec. & Exch. Comm'n v. Pinez, 989 F. Supp. 325 (D. Mass. 1997).

— 15 U.S.C. § 78cc(e) — 1 case

Sec. & Exch. Comm'n v. Pinez, 989 F. Supp. 325 (D. Mass. 1997).

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