Page:United States Statutes at Large Volume 109 Part 1.djvu/770

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109 STAT. 754 PUBLIC LAW 104-67—DEC. 22, 1995 "(F) made in a disclosure of beneficial ownership in a report required to be filed with the Commission pursuant to section 13(d). "(c) SAFE HARBOR. — "(1) IN GENERAL.— Except as provided in subsection (b), in any private action arising under this title 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— "(A) the forward-looking statement is— "(i) identified as a forward-looking statement, and is accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those in the forwardlooking statement; or "(ii) immaterial; or "(B) the plaintiff fails to prove that the forward-looking statement— "(i) if made by a natural person, was made with actual knowledge by that person that the statement was false or misleading; or "(ii) if made by a business entity; was— "(I) made by or with the approval of an executive officer of that entity; and "(II) made or approved by such officer with actual knowledge by that officer that the statement was false or misleading. "(2) ORAL FORWARD-LOOKING STATEMENTS.— In the case of an oral forward-looking statement made by an issuer that is subject to the reporting requirements of section 13(a) or section 15(d), or by a person acting on behalf of such issuer, the requirement set forth in paragraph (1)(A) shall be deemed to be satisfied— "(A) if the oral forward-looking statement is accompanied by a cautionary statement— "(i) that the particular oral statement is a forwardlooking statement; and "(ii) that the actual results might differ materially from those projected in the forward-looking statement; and "(B) if— "(i) the oral forward-looking statement is accompanied by an oral statement that additional information concerning factors that could cause actual results to materially differ from those in the forward-looking statement is contained in a readily available written document, or portion thereof; "(ii) the accompanying oral statement referred to in clause (i) identifies the document, or portion thereof, that contains the additional information about those factors relating to the forward-looking statement; and "(iii) the information contained in that written document is a cautionary statement that satisfies the standard established in paragraph (1)(A).