Page:United States Statutes at Large Volume 109 Part 1.djvu/765

 PUBLIC LAW 104-67—DEC. 22, 1995 109 STAT. 749 plaintiff seeks to establish damages by reference to the market price of a security, the award of damages to the plaintiff shall not exceed the difference between the purchase or sale price paid or received, as appropriate, by the plaintiff for the subject security and the mean trading price of that security during the 90-day period beginning on the date on which the information correcting the misstatement or omission that is the basis for the action is disseminated to the market. "(2) EXCEPTION. —In any private action arising under this title in which the plaintiff seeks to establish damages by ref- erence to the market price of a security, if the plaintiff sells or repurchases the subject security prior to the expiration of the 90-day period described in paragraph (1), the plaintiff's damages shall not exceed the difference between the purchase or sale price paid or received, as appropriate, by the plaintiff for the security and the mean trading price of the security during the period beginning immediately after dissemination of information correcting the misstatement or omission and ending on the date on which the plaintiff sells or repurchases the security. "(3) DEFINITION. —For purposes of this subsection, the 'mean trading price' of a security shall be an average of the daily trading price of that security, determined as of the close of the market each day during the 90-day period referred to in paragraph (1).". SEC. 102. SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS. (a) AMENDMENT TO THE SECURITIES ACT OF 1933.— Title I of the Securities Act of 1933 (15 U.S.C. 77a et seq.) is amended by inserting after section 27 (as added by this Act) the following new section: "SEC. 27A. APPLICATION OF SAFE HARBOR FOR FORWARD-LOOKING 15 USC 77z-2. STATEMENTS. "(a) APPLICABILITY. —-Th is 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) of the Securities Exchange Act of 1934; "(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 the issuer. "(b) EXCLUSIONS.— 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— "(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) of the Securities Exchange Act of 1934; or

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