Page:United States Statutes at Large Volume 109 Part 1.djvu/767

 PUBLIC LAW 104-67—DEC. 22, 1995 109 STAT. 751 "(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) of the Securities Exchange Act of 1934, 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 could 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 differ materially 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). "(3) AVAILABILITY.— Any document filed with the Commission or generally disseminated shall be deemed to be readily available for purposes of paragraph (2). "(4) EFFECT ON OTHER SAFE HARBORS. —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). "(d) DUTY TO UPDATE.— Nothing in this section shall impose upon any person a duty to update a forward-looking statement. "(e) DISPOSITIVE MOTION.— On any motion to dismiss based upon subsection (c)(1), the court shall consider any statement cited in the complaint and cautionary statement accompanying the forward-looking statement, which are not subject to material dispute, cited by the defendant. "(f) STAY PENDING DECISION ON MOTION.— In any private action arising under this title, 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— "(1) the statement or omission upon which the complaint is based is a forward-looking statement within the meaning of this section; and "(2) the exemption provided for in this section precludes a claim for relief. "(g) EXEMPTION AUTHORITY.— 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 title, including with respect to liability that is based on a statement or that is based on projections or other forward-looking information.

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