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Simple English definitions for legal terms
bespeaks-caution doctrine
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A quick definition of bespeaks-caution doctrine:
The bespeaks-caution doctrine is a rule in securities law that says if a company provides information about its future performance, like predictions or opinions, and also warns investors that things might change, then that information is not considered misleading. This rule was made official in 1995 to protect companies from lawsuits if they provide cautionary language with their soft information.
A more thorough explanation:
The bespeaks-caution doctrine is a principle in securities law that states that if a prospectus contains soft information, such as forecasts, estimates, opinions, or projections about future performance, and is accompanied by cautionary language that adequately warns investors that actual results or events may affect performance, then the soft information may not be materially misleading to investors.
For example, if a company includes a forecast of future earnings in its prospectus, but also includes a statement that the forecast is based on assumptions that may not be accurate and that actual results may differ, then the bespeaks-caution doctrine may apply. This is because the cautionary language warns investors that the forecast may not be accurate and that actual results may differ, which reduces the risk of investors being misled by the soft information.
The bespeaks-caution doctrine was codified in the Private Securities Litigation Reform Act of 1995, which aimed to reduce frivolous securities lawsuits by providing a safe harbor for forward-looking statements that are accompanied by meaningful cautionary language.