Page:United States Statutes at Large Volume 109 Part 1.djvu/769

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PUBLIC EAW 104-67—DEC. 22, 1995 109 STAT. 753 (b) AMENDMENT TO THE SECURITIES EXCHANGE ACT OF 1934.— The Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.) is amended by inserting after section 2 ID (as added by this Act) the following new section: " SEC. 21E. APPLICATION OF SAFE HARBOR FOR FORWARD-LOOKING 15 USC 78U-5. STATEMENTS. "(a) APPLICABILITY. —This section shall apply only to a forwardlooking statement made by— "(1) an issuer that, at the time that the statement is made, is subject to the reporting requirements of section 13(a) or section 15(d); "(2) a person acting on behalf of such issuer; "(3) an outside reviewer retained by such issuer making a statement on behalf of such issuer; or "(4) an underwriter, with respect to information provided by such issuer or information derived from information provided by such issuer. "(b) EXCLUSIONS.— E^xcept to the extent otherwise specifically provided by rule, regulation, or order of the Commission, this section shall not apply to a forward-looking statement— "(1) that is made with respect to the business or operations of the issuer, if the issuer— "(A) during the 3-year period preceding the date on which the statement was first made— "(i) was convicted of any felony or misdemeanor described in clauses (i) through (iv) of section 15(b)(4)(B); or "(ii) has been made the subject of a judicial or administrative decree or order arising out of a governmental action that— "(I) prohibits future violations of the antifraud provisions of the securities laws; "(II) requires that the issuer cease and desist from violating the antifraud provisions of the securities laws; or "(III) determines that the issuer violated the antifraud provisions of the securities laws; "(B) makes the forward-looking statement in connection with an offering of securities by a blank check company; "(C) issues penny stock; "(D) makes the forward-looking statement in connection with a rollup transaction; or "(E) makes the forward-looking statement in connection with a going private transaction; or "(2) that is— "(A) included in a financial statement prepared in accordance with generally accepted accounting principles; "(B) contained in a registration statement of, or otherwise issued by, an investment company; "(C) made in connection with a tender offer; "(D) made in connection with an initial public offering; "(E) made in connection with an offering by, or relating to the operations of, a partnership, limited liability company, or a direct participation investment program; or 99-194O-95 -25:QL3Part1