Safe Harbor for Forward-Looking Statements Under the Private Securities Litigation Reform Act of 1995: What's Safe and What's Not?

Dickinson Law Review, Vol. 105, pp. 1-30, 2000

30 Pages Posted: 17 Jul 2009

See all articles by Ann Morales Olazábal

Ann Morales Olazábal

University of Miami - Department of Business Law

Date Written: 2000

Abstract

The PSLRA’s safe harbor provisions define forward-looking statements and permit certain issuers to disclose predictive information without liability, as long as the statements are accompanied by cautionary language sufficient to warn investors of projections’ inherent unreliability. This article analyzes the existing safe harbor cases. It focuses on the courts’ interpretation of 'forward looking statement,' explaining results and attempting to reconcile them one with another, while identifying trends in judicial analysis. Similarly, the paper meticulously studies the courts’ construction of the 'meaningful cautionary language' requirement.

Interpretation of this new safe harbor is central to securities issuers’ disclosure of forward looking information in SEC filings, in press releases, press conferences, telephone conferences with analysts, and in other literature disseminated to investors. Consequently the paper concludes by issuing specific advice to issuers and their professional advisors on how best to proceed under the safe harbor and its interpretations in the courts so far.

Suggested Citation

Olazábal, Ann Morales, Safe Harbor for Forward-Looking Statements Under the Private Securities Litigation Reform Act of 1995: What's Safe and What's Not? (2000). Dickinson Law Review, Vol. 105, pp. 1-30, 2000, Available at SSRN: https://ssrn.com/abstract=1435462

Ann Morales Olazábal (Contact Author)

University of Miami - Department of Business Law ( email )

5250 University Drive, Jenkins 323E
or P.O. Box 248022
Coral Gables, FL 33146
United States
305 284 4508 (Phone)
305 284 3762 (Fax)

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