"Bespeaking caution" in disclosure documents
Article Abstract:
The use of cautionary language accompanying forward-looking statements in communications with securities investors cannot ensure protection from securities fraud suits because of the inconsistent application of the bespeaks caution doctrine. The doctrine is intended to provide a defense as a matter of law when sufficient cautionary statements are made. Boilerplate disclaimers appear not to be sufficient. The prominence and extensiveness of cautionary language appears to be important in determining whether the bespeaks caution doctrine will be applied.
Publication Name: Annual Institute on Securities Regulation
Subject: Law
ISSN: 0195-5756
Year: 1995
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Recent developments concerning the disclosure obligations of issuers under the federal securities laws
Article Abstract:
Current issues in federal disclosure requirements for securities issuers fall into five categories. The two areas of environmental liability and new product development involve possible securities fraud. Another area concerns soft information such as opinions and forecasts. A fourth area covers imposed requirements from the securities exchanges related to federal law such as the 1934 Securities Exchange Act. The final area covers securities analysts' right to disclosed information. Case law is presented to illustrate these areas.
Publication Name: Annual Institute on Securities Regulation
Subject: Law
ISSN: 0195-5756
Year: 1992
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Forward-looing statements and meaningful cautionary language under the Securities Litigation Reform Act's safe harbor
Article Abstract:
The Private Securities Litigation Reform Act of 1995 eliminated liability for certain categories of securities information, creating a safe harbor from securities fraud claims. However, cases are still filed based on forward-looking statements and courts have not upheld the safe harbor as stringently as the law was intended to do.Where forward-looking statements are so identified in cases, the courts have tended to dismiss, but it is still unclear when a court will so identify such statements.
Publication Name: Annual Institute on Securities Regulation
Subject: Law
ISSN: 0195-5756
Year: 1998
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