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Issuers who include projections, forecasts, and other discussions of future events in their publicly available documents are making “forward-looking statements.” (This piece focuses primarily on written statements, though oral statements may also benefit from safe-harbor protection) In the past, issuers who made forward-looking statements took on big risks: security holders were quick to sue for fraud if a forward-looking statement proved to be inaccurate. (Cf. H.R. Rep. No. 104-369 at 42–43 (1995).) The result was often expensive litigation or, more typically, a quick-score settlement. (Cf. id. at 31–32.) To mitigate those risks and encourage issuers to discuss their future prospects without fear of open-ended liability, Congress created a safe harbor for forward-looking statements when it enacted the Private Securities Litigation Reform Act of 1995 (PSLRA). (Private Securities Litigation Reform Act of 1995, Pub. L. No. 104-67, 109 Stat. 737 (1995). The PSLRA added analogous safe-harbor provisions to Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, codified at 15 U.S.C. § 77z-2 and 15 U.S.C. § 78u-5,  respectively. Hereinafter, this article will cite only to Section 21E of the Securities Exchange Act of 1934.) 

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