15 U.S.C. § 77z–2 — Application of safe harbor for forward-looking statements

(a) Who this applies to. This safe harbor covers a forward-looking statement made by: an issuer already subject to regular SEC reporting requirements; someone acting on that issuer's behalf; an outside reviewer the issuer hired to comment on its behalf; or an underwriter, for information the issuer gave it or that came from the issuer. (b) Who's excluded. Unless the SEC says otherwise by rule, this section does not protect a forward-looking statement about an issuer's business if, in the three years before the statement, that issuer was convicted of certain felonies or misdemeanors, or was the subject of a government order barring or finding antifraud-law violations. It also doesn't cover statements tied to a blank-check company's offering, penny stock, a "rollup" transaction, or a "going private" transaction. And it doesn't cover statements that are: part of GAAP financial statements; in an investment company's filings; made in a tender offer; made in an initial public offering; made in connection with a partnership, LLC, or direct-participation offering; or part of a required beneficial-ownership disclosure. (c) The safe harbor itself. In a private lawsuit claiming a false or misleading statement, a covered person isn't liable for a forward-looking statement (written or oral) if either: the statement is labeled as forward-looking and comes with meaningful cautionary language about what could cause real results to differ, or the statement is immaterial; or the person suing fails to prove the speaker actually knew the statement was false or misleading (for an individual), or, for a company, fails to prove an executive officer approved or made the statement with actual knowledge it was false or misleading. An oral forward-looking statement meets the "cautionary language" requirement if it's accompanied by a spoken warning that it's forward-looking and results could differ, plus a reference to a readily available document containing the fuller cautionary language — and any document filed with the SEC or generally released counts as "readily available." This protection is on top of any other exemption the SEC creates by rule. (d) No duty to update. Nothing here requires anyone to update a forward-looking statement later. (e) Motions to dismiss. When deciding a motion to dismiss based on this safe harbor, the court must consider any statement quoted in the complaint and any cautionary statement the defendant points to, as long as they aren't genuinely disputed. (f) Discovery stay. While a defendant's summary judgment motion — based on this safe harbor applying — is pending, the court must pause discovery, except discovery specifically about whether the safe harbor applies. (g) SEC exemption authority. Beyond this section's protections, the SEC may create further exemptions from any part of this subchapter for forward-looking statements or projections, if consistent with the public interest and investor protection. (h) No limit on other SEC authority. Nothing here limits the SEC's power to adopt similar rules for forward-looking statements under other laws it enforces. (i) Definitions. A "forward-looking statement" includes: projections of revenue, income, earnings per share, capital spending, dividends, or capital structure; statements of management's future plans and goals; statements about future economic performance (including in a "discussion and analysis" filing); the assumptions behind any of those statements; an outside reviewer's report assessing such a statement; or any other projection the SEC specifies by rule. "Investment company," "penny stock," "going private transaction," and "securities laws" carry the meanings given elsewhere in the securities laws. "Person acting on behalf of an issuer" means an officer, director, or employee of that issuer. Terms like "blank check company," "rollup transaction," "partnership," "limited liability company," "executive officer," and "direct participation investment program" are defined by SEC rule.