Application of safe harbor for forward-looking statements

This section shall apply only to a forward-looking statement made by— Except to the extent otherwise specifically provided by rule, regulation, or order of the Commission, this section shall not apply to a forward-looking statement— that is made with respect to the business or operations of the issuer, if the issuer— during the 3-year period preceding the date on which the statement was first made— has been made the subject of a judicial or administrative decree or order arising out of a governmental action that— that is— Except as provided in subsection (b), in any private action arising under this chapter that is based on an untrue statement of a material fact or omission of a material fact necessary to make the statement not misleading, a person referred to in subsection (a) shall not be liable with respect to any forward-looking statement, whether written or oral, if and to the extent that— the forward-looking statement is— the plaintiff fails to prove that the forward-looking statement— if made by a business entity; 11 So in original. The semicolon probably should be a comma. was— In the case of an oral forward-looking statement made by an issuer that is subject to the reporting requirements of section 78m(a) of this title or section 78o(d) of this title, or by a person acting on behalf of such issuer, the requirement set forth in paragraph (1)(A) shall be deemed to be satisfied— if the oral forward-looking statement is accompanied by a cautionary statement— if— Any document filed with the Commission or generally disseminated shall be deemed to be readily available for purposes of paragraph (2). The exemption provided for in paragraph (1) shall be in addition to any exemption that the Commission may establish by rule or regulation under subsection (g). Nothing in this section shall impose upon any person a duty to update a forward-looking statement. On any motion to dismiss based upon subsection (c)(1), the court shall consider any statement cited in the complaint and any cautionary statement accompanying the forward-looking statement, which are not subject to material dispute, cited by the defendant. In any private action arising under this chapter, the court shall stay discovery (other than discovery that is specifically directed to the applicability of the exemption provided for in this section) during the pendency of any motion by a defendant for summary judgment that is based on the grounds that— In addition to the exemptions provided for in this section, the Commission may, by rule or regulation, provide exemptions from or under any provision of this chapter, including with respect to liability that is based on a statement or that is based on projections or other forward-looking information, if and to the extent that any such exemption is consistent with the public interest and the protection of investors, as determined by the Commission. Nothing in this section limits, either expressly or by implication, the authority of the Commission to exercise similar authority or to adopt similar rules and regulations with respect to forward-looking statements under any other statute under which the Commission exercises rulemaking authority. For purposes of this section, the following definitions shall apply: The term “forward-looking statement” means— The term “investment company” has the same meaning as in section 80a–3(a) of this title. The term “going private transaction” has the meaning given that term under the rules or regulations of the Commission issued pursuant to section 78m(e) of this title. The term “person acting on behalf of an issuer” means any officer, director, or employee of such issuer. The terms “blank check company”, “rollup transaction”, “partnership”, “limited liability company”, “executive officer of an entity” and “direct participation investment program”, have the meanings given those terms by rule or regulation of the Commission.