X

Thank you for sharing!

Your article was successfully shared with the contacts you provided.

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.) 

ALM Legal Publication Newsletters

Sign Up Today and Never Miss Another Story.

As part of your digital membership, you can sign up for an unlimited number of a wide range of complimentary newsletters. Visit your My Account page to make your selections. Get the timely legal news and critical analysis you cannot afford to miss. Tailored just for you. In your inbox. Every day.

Copyright © 2017 ALM Media Properties, LLC. All Rights Reserved.