Cleaning the Murky Safe Harbor for Forward-Looking Statements: An Inquiry Into Whether Actual Knowledge of Falsity Precludes the Meaningful Cautionary Statement Defense‪.‬

Many public companies disclose earnings projections and make other statements about their future. Those companies are sometimes sued when the projection is not borne out. This Article addresses action by Congress to afford a safe harbor to public companies that make projections that are not accurate. Based on an analysis of the statute, its legislative history, judicial decisions, and commentary regarding the interaction of the multiple prongs of the safe harbor, this Article proposes a definitive resolution of the extent to which the prongs overlap--that the prongs are independent and, in particular, actual knowledge of the weaknesses in a projection, including lack of a good faith belief in the projection, is not relevant to reliance on the meaningful cautionary statement safe harbor. I. Introduction And Background