TABLE OF CONTENTS -- Chapter 5

I. Introduction	VI. The Eleventh Circuit, Mixed-Lists, Omissions and Cautionary Statements
§ 5_1 Forward-Looking Statements and the Law Before the PSLRA	§ 5_20 Mixed Lists; Preliminary Estimate of Financial Results as Forward Looking
§ 5_2 Exclusions and Scope	§ 5_21 Applying the Mixed List Concept; Omissions and Cautionary Statements
§ 5_3 The Underwriter’s Forward-Looking Statements	VII. The Sixth Circuit Divides Over Soft Information
II. The Safe Harbor in Outline	§ 5_22 The Panel Opinion in Vencor I
§ 5_4 The Three Levels	§ 5_23 The Majority Opinion in Vencor II and the PSLRA Safe Harbor for Forward- Looking Statements
§ 5_5 Definition of Forward-Looking Statements	§ 5_24 Vencor II—Judge Kennedy (the Dissent), Soft Information and Sixth Circuit Precedent; Judge Merritt (the Majority) Responds
§ 5_6 No Obligation to Update?	§ 5_25 Vencor and the Other Side of the Soft Information Coin
III. The First Prong of the Safe Harbor — Cautionary Statements	VIII. The Second Circuit and the Other Side of the Soft Information Coin
§ 5_7 Introduction	§ 5_26 Scholastic — Theory of Plaintiffs' Case
§ 5_8 Meaningful Cautionary Statements	§ 5_27 Scholastic — New Point of Departure re Failure to Disclose Trends as Violation of Rule 10b-5?
§ 5_9 Legislative History; Adequacy of the Cautionary Statements	IX. Is an Estimate of Expected Losses on Restatement of Financials a Forward-Looking Statement?
§ 5_10 Misstating Historical Facts	§ 5_28 Indecision in the District Court.
§ 5_11 Oral Forward-Looking Statements and the Safe Harbor	§ 5_29 Third Circuit Avoids the Issue
IV. Second Prong—Actual Knowledge that the Forward-Looking Statement is False or Misleading	X. The SEC Forward-Looking Statements Rules
§ 5_12 As a Free-Standing Safe Harbor	§ 5_30 Adoption of Rules 175 and 3b-6 Safe Harbor
§ 5_13 When is a Forward-Looking Statement False or Misleading?	§ 5_31 What Survives of Rules 175/3b-6 after the PSLRA
§ 5_14 What Constitutes Actual Knowledge?	XI. Bespeaks Caution and the Uncovered Forward-Looking Statement
§ 5_15 Who is the Maker of the Forward- Looking Statement?	§ 5_32 Introduction
V. Immateriality — Puffery; Future-Oriented General Statements	§ 5_33 Bespeaks Caution and Reasonable Basis
§ 5_16 Introduction	§ 5_34 Where the Circuits Stand
§ 5_17 Puffery and Future-Oriented General Statements	§ 5_35 Grossman and the Tenth Circuit
§ 5_18 Puffery Post-PSLRA	§ 5_36 The Other View
§ 5_19 Immateriality and What the Market Knows