Safe Harbors for Forward-Looking Statements


Summary

These safe harbors provide protection from private civil liability under the federal securities laws for statements in disclosure documents that are identified as forward-looking and accompanied by meaningful cautionary statements that identify important factors that could cause actual results to differ from those anticipated. Section 21E of the Exchange Act covers forward-looking statements in periodic filings, while Section 27A of the Securities Act covers forward-looking statements in offering documents; however, the two sections are the same in all material respects. The PSLRA limits what is considered a forward-looking statement, the parties that can make such statements, the types of transactions that are covered by the statutory safe harbor, and explicitly notes that there is no duty to update any such forward-looking statements. The remainder of this practice note discusses the requirements of the PSLRA safe harbor (including examples of compliant forward-looking statement ...