C.F.R. » Title 17 » CHAPTER II—SECURITIES AND EXCHANGE COMMISSION › PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933

17 C.F.R. § 230.175

Liability for certain statements by issuers

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(a) A statement within the coverage of paragraph (b) of this section which is made by or on behalf of an issuer or by an outside reviewer retained by the issuer shall be deemed not to be a fraudulent statement (as defined in paragraph (d) of this section), unless it is shown that such statement was made or reaffirmed without a reasonable basis or was disclosed other than in good faith.

(b) This rule applies to the following statements:

(1) A forward-looking statement (as defined in paragraph (c) of this section) made in a document filed with the Commission, in Part I of a quarterly report on Form 10-Q, (§ 249.308a of this chapter), or in an annual report to security holders meeting the requirements of Rule 14a-3(b) and (c) or 14c-3(a) and (b) under the Securities Exchange Act of 1934 (§§ 240.14a-3(b) and (c) or 240.14c-3(a) and (b) of this chapter), a statement reaffirming such forward-looking statement after the date the document was filed or the annual report was made publicly available, or a forward-looking statement made before the date the document was filed or the date the annual report was publicly available if such statement is reaffirmed in a filed document, in Part I of a quarterly report on Form 10-Q, or in an annual report made publicly available within a reasonable time after the making of such forward-looking statement; Provided, that

(i) At the time such statements are made or reaffirmed, either the issuer is subject to the reporting requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and has complied with the requirements of Rule 13a-1 or 15d-1 (§§ 239.13a-1 or 239.15d-1 of this chapter) thereunder, if applicable, to file its most recent annual report on Form 10-K, Form 20-F, or Form 40-F; or if the issuer is not subject to the reporting requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, the statements are made in a registration statement filed under the Act, offering statement or solicitation of interest, written document or broadcast script under Regulation A or pursuant to sections 12(b) or (g) of the Securities Exchange Act of 1934; and

(ii) The statements are not made by or on behalf of an issuer that is an investment company registered under the Investment Company Act of 1940; and

(2) Information that is disclosed in a document filed with the Commission, in Part I of a quarterly report on Form 10-Q (§ 249.308a of this chapter) or in an annual report to shareholders meeting the requirements of Rules 14a-3 (b) and (c) or 14c-3 (a) and (b) under the Securities Exchange Act of 1934 (§§ 240.14a-3(b) and (c) or 240.14c-3(a) and (b) of this chapter) and that relates to:

(i) The effects of changing prices on the business enterprise, presented voluntarily or pursuant to Item 303 of Regulation S-K (§ 229.303 of this chapter), “Management's Discussion and Analysis of Financial Condition and Results of Operations,” Item 5 of Form 20-F (§ 249.220(f) of this chapter), “Operating and Financial Review and Prospects,” Item 302 of Regulation S-K (§ 229.302 of this chapter), “Supplementary Financial Information,” or Rule 3-20(c) of Regulation S-X (§ 210.3-20(c) of this chapter); or

(ii) The value of proved oil and gas reserves (such as a standardized measure of discounted future net cash flows relating to proved oil and gas reserves as set forth in FASB ASC paragraphs 932-235-50-29 through 932-235-50-36 (Extractive Activities—Oil and Gas Topic) presented voluntarily or pursuant to Item 302 of Regulation S-K (§ 229.302 of this chapter).

(c) For the purpose of this rule, the term forward-looking statement shall mean and shall be limited to:

(1) A statement containing a projection of revenues, income (loss), earnings (loss) per share, capital expenditures, dividends, capital structure or other financial items;

(2) A statement of management's plans and objectives for future operations;

(3) A statement of future economic performance contained in management's discussion and analysis of financial condition and results of operations included pursuant to Item 303 of Regulation S-K (§ 229.303 of this chapter) or Item 9 of Form 20-F; or Item 5 of Form 20-F.

(4) Disclosed statements of the assumptions underlying or relating to any of the statements described in paragraphs (c) (1), (2), or (3) of this section.

(d) For the purpose of this rule the term fraudulent statement shall mean a statement which is an untrue statement of a material fact, a statement false or misleading with respect to any material fact, an omission to state a material fact necessary to make a statement not misleading, or which constitutes the employment of a manipulative, deceptive, or fraudulent device, contrivance, scheme, transaction, act, practice, course of business, or an artifice to defraud, as those terms are used in the Securities Act of 1933 or the rules or regulations promulgated thereunder.

[46 FR 13990, Feb. 25, 1981, as amended at 46 FR 19457, Mar. 31, 1981; 47 FR 54770, Dec. 6, 1982; 48 FR 19875, May 3, 1983; 56 FR 30054, July 1, 1991; 57 FR 36468, Aug. 13, 1992; 64 FR 53909, Oct. 5, 1999; 73 FR 967, Jan. 4, 2008; 76 FR 50121, Aug. 12, 2011]
Notes of Decisions
Cited in 38 cases (1 in the last 5 years), 1981–2025 · leading case: United States v. Nacchio, 519 F.3d 1140 (10th Cir. 2008).
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United States v. Nacchio, 519 F.3d 1140 (10th Cir. 2008). · cites it 2× “" 17 C.F.R. § 230.175 . [8] Until the adoption of Rule 175, the SEC had discouraged firms from making future projections at all, and encouraged them to comment only on hard data about the present and past.”
Shaw v. Digit. Equip. Corp., 82 F.3d 1194 (1st Cir. 1996). “See SEC Rule 175, 17 C.F.R. § 230.175 ; see also Arazie v. Mullane, 2 F.”
Iowa Pub. Employees' Ret. Sys. v. MF Global, Ltd., 620 F.3d 137 (2d Cir. 2010). “532, 1979 WL 181199 (June 25, 1979) (codified as amended at 17 C.F.R. §§ 230.175 , 240.3b-6); and Congress followed suit in 1995, see Private Securities Litigation Reform Act of 1995 § 102(a), Pub.”
Fed. Sec. L. Rep. P 97,451 Jerry Krim, on Behalf of Himself & All Others Similarly Situated v. Banctexas Grp., Inc., Banctexas Grp., Inc., 989 F.2d 1435 (5th Cir. 1993). “” SEC Rule 175, 17 C.F.R. § 230.175 (promulgated under the 1933 Act).”
David Arazie, Paul Karinsky, William Klein v. Robert E. Mullane, Paul J. Johnson, William E. Chandler, 2 F.3d 1456 (7th Cir. 1993). “Wielgos analyzed the protection offered by Rule 175, 17 C.F.R. 230.175, which was promulgated under Section 19(a) of the 1933 Act, 15 U.”
In Re Verifone Sec. Litig., 784 F. Supp. 1471 (N.D. Cal. 1992). “) In fact, under the “safe harbor” provisions of Rule 175, 17 C.F.R. § 230.175 , a corporation may disclose a forecast, if made in good faith and with a reasonable basis, without exposing itself to liability should that forecast turn out to be wrong.”
Ann Flamm & Arnold M. Flamm, on Behalf of a Class v. Rudolph Eberstadt, Jr., & Microdot, Inc., 814 F.2d 1169 (7th Cir. 1987). “The Wall Street Journal is filled with rumors on which investors act; Rule 175, 17 C.F.R. § 230.175 , allows and even encourages the disclosure of “projections” about uncertain events; any Schedule 13D filed in a tender offer will disclose a range of plans and contingent choices.”
Kirby v. Cullinet Software, Inc., 721 F. Supp. 1444 (D. Mass. 1989). · cites it 2× “6 17 C.F.R. § 230.175 (1988); see Safe Harbor Rules for Projections, Securities Act Release No.”
Jack Carlon v. Michael E. Thaman, 130 F.3d 309 (8th Cir. 1997). · cites it 5× “17 C.F.R. § 230.175 (c) (1997). A forward-looking statement is protected from liability under the Securities Act of 1933 and “shall be deemed not to be a fraudulent statement .”
Weinberger v. Rio Grande Indus., Inc., 519 A.2d 116 (Del. Ch. 1986). “See 17 C.F.R. § 230.175 (1986). In 1980 the S.”
In Re MobileMedia Sec. Litig., 28 F. Supp. 2d 901 (D.N.J. 1998). “A forward looking statement is defined as: (A) a statement containing a projection of revenues, income (including income loss), earnings (including earnings loss) per share, capital expenditures, dividends, capital structure, or other financial items; (B) a statement of the…”
Picard Chem. Inc. Profit Sharing Plan v. Perrigo Co., 940 F. Supp. 1101 (W.D. Mich. 1996). “Defendants’ allegedly materially misleading statements are also not insulated from liability by the “safe harbor” provision found in Rule 175, 17 C.F.R. § 230.175 , because plaintiffs have alleged that defendants’ “forward-looking statements” were either made without a…”
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