Forward-looking statement

In United States business law, a forward-looking statement or safe harbor statement is a statement that cannot sustain itself as merely a historical fact. A forward-looking statement predicts, projects, or uses future events as expectations or possibilities. These statements can often be misleading, as they can be mistaken for factual statements, while they are actually speculation. According to US Code 15 Section 78u-5, a forward-looking statement can include statement of any of the following: future economic performance (ex: revenues, income, etc.), plans for future operations, or use of a report written by an outside reviewer.^[1]

Under U.S. law, section 27A of the Securities Act of 1933, as amended, and section 21E of the Securities Exchange Act of 1934, as amended, businesses must comply to standards of communication that limit risk factors. These acts were put into place partially to protect investors from ambiguous language, preventing them from making a poorly-informed investment decision based on speculative statements.

The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for certain forward-looking statements. Businesses usually include a form of a disclaimer that states that any instance of a forward-looking statement found in their material is only true at the time it was written, and they further claim that they are under no obligation to update such written statements if conditions change or that unexpected occurrences happen to affect the statement afterwards. Such forward-looking statements, however, must be identifiable by the use of certain prescribed words. This act allows companies to make speculative statements based on current market trends or research directions without fear of major repercussion, while ensuring that potential investors are informed of the speculative nature of the statements.

Sentences and phrases are forward-looking statements when they include any tense from present to future or similar inflection. Words, such as "believe," "estimate," "anticipate," "plan," "predict," "may," "hope," "can," "will," "should," "expect," "intend," "is designed to," "with the intent," "potential," the negative of these words or such other variations thereon or comparable terminology, may indicate forward-looking statements, but their absence does not mean that a statement is not forward looking.

Below are some hypothetical examples of forward-looking statements:

• Company X plans to build a new facility in Asia by 2018, expanding our current market share.
• We anticipate the value of our company to continue to rise for over the next few years, increasing dividends for shareholders.
• We predict that our product will revolutionize the healthcare industry, improving the quality of healthcare for millions of patients.

• Prospectus
• Initial Public Offering
• Safe harbor

• History and legal analysis of forward looking statements

1. ^ The Register's interpretation of Judge Chandler's decision, "lies...[cannot] obtain shelter as forward-looking statements" [1]

Schneider, Carl W.; Dubow, Jay A., "Forward-looking information - navigating in the safe harbor", Business Lawyer, August, 1996.

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