FOR IMMEDIATE RELEASE 97-34A Statement of Chairman Arthur Levitt and General Counsel Richard Walker Regarding the Report to the President on the Impact of the Private Securities Litigation Reform Act Washington, DC, April 16, 1997 --The Securities and Exchange Commission late yesterday afternoon delivered to the White House a report on the initial impact of the Private Securities Litigation Reform Act, which was enacted in December 1995. The 80-page report was prepared by the Commission's Office of the General Counsel in response to a request made by the President to Chairman Arthur Levitt. The President specifically asked for the Commission's analysis and advice about the "impact of the act on the effectiveness of the securities laws and on investor protection, and on the extent and nature of any litigation under the act." Chairman Levitt said, "It may be that the most important conclusion in the Report is that it is too early to reach any definitive conclusions." The Chairman noted that securities class action lawsuits are complex cases that often develop over several years. "As the Report points out, the issues about which we have the most information are those that typically arise at the beginning of the litigation process. Further monitoring of these cases is needed to determine how they are ultimately resolved, and whether those resolutions are consistent with the goals of the securities laws." Richard H. Walker, the Commission's General Counsel, pledged that his office will continue to carefully monitor the impact of the act, and will report back to the Commission as needed. "As more data becomes available, and the appellate courts have the opportunity to address issues arising under the act for the first time, trends should become more discernible." A summary of the principal findings of the Report is as follows: * The number of companies sued in securities class actions in federal court is down for the twelve months following passage of the Reform Act. This may be a temporary aberration, however, as the rate of case filings in the first three months of the year following passage of the Act was so low that it may not be representative, and may be overstating the reduction for the year as a whole. In any case, more time is necessary to determine whether the number of cases has been permanently reduced by the Reform Act. * The "race to the courthouse" by plaintiffs' lawyers has slowed somewhat. Although a few cases were filed within days of the release of negative news by the issuer, most cases were filed after at least several weeks had passed. * The discovery stay imposed by the Act while a court is deciding a motion to dismiss, coupled with the more demanding pleading standards, has made it more difficult for plaintiffs to bring and prosecute securities class action lawsuits. No cases to date have been dismissed without leave to amend because of the new pleading standards. Plaintiffs who are unable to uncover publicly available evidence of wrongdoing sufficient to meet those new standards prior to filing their complaints, however, may find it difficult to amend their complaints without access to discovery. * Although the Reform Act sought to increase the participation of institutional investors in securities class actions, institutional investors have taken a leading role in only 8 of 105 cases. Securities class actions generally continue to be controlled by plaintiffs' law firms. * Secondary defendants, such as accountants and lawyers, are being sued much less frequently in securities class actions. This may, however, largely be the result of a 1994 Supreme Court decision eliminating liability for aiding and abetting in private securities fraud actions. * The number of securities class actions filed in state court has reportedly increased. Moreover, many of the state cases are filed parallel to a federal court case in an apparent attempt to avoid some of the procedures imposed by the Reform Act, particularly the stay of discovery pending a motion to dismiss. * Finally, based on discussions with the issuer community and review of filings with the Commission, the staff believes that the quality and quantity of forward-looking disclosure has not significantly improved following enactment of the safe harbor for forward-looking statements. So far, it appears that companies have been reluctant to provide significantly more forward-looking disclosure than they provided prior to enactment of the safe harbor. The Report notes that there are still many uncertainties about the effects of the Reform Act and that the staff expects to continue carefully monitoring the cases. The staff states that it is too soon to draw any firm conclusions about the effect of the Reform Act on frivolous securities litigation, or, for that matter, on meritorious litigation. Accordingly, the staff does not recommend any legislative changes at this time. # # #