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-
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-
In the case of an oral forward-looking statement made by an issuer that is subject to the reporting requirements of sectionof this title or section 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-
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 sectionof this title.
The term "going private transaction" has the meaning given that term under the rules or regulations of the Commission issued pursuant to sectionof 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.
1 So in original. The semicolon probably should be a comma.
15 U.S.C. § 78u-5
June 6, 1934, ch. 404, title I, §21E, as added Pub. L. 104-67, title I, §102(b), Dec. 22, 1995, 109 Stat. 753.
REFERENCES IN TEXTThis chapter, referred to in subsecs. (c)(1), (f), and (g), was in the original "this title". See References in Text note set out under sectionof this title.
EFFECTIVE DATEThis section not to affect or apply to any private action arising under this chapter or title I of the Securities Act of 1933 (et seq.), commenced before and pending on Dec. 22, 1995, see section 108 of Pub. L. 104-67, set out as an Effective Date of 1995 Amendment note under section of this title.
CONSTRUCTIONNothing in section to be deemed to create or ratify any implied right of action, or to prevent Commission, by rule or regulation, from restricting or otherwise regulating private actions under this chapter, see section 203 of Pub. L. 104-67, set out as a note under sectionof this title.