What should be included in the disclaimer for an investor presentation?

A well-crafted disclaimer for an investor presentation should include several critical components: a forward-looking statements notice, a limitation-of-liability clause, a statement about the confidential nature of the material, a warning that past performance does not guarantee future results, and clarification that the document does not constitute an offer to sell securities. These elements work together to protect the presenting company from legal exposure while setting accurate expectations for the audience. Omitting even one of these sections can create regulatory risk, particularly if the presentation is shared beyond the original intended recipients or used in a future legal dispute.

The forward-looking statements section is arguably the most important part of any investor presentation disclaimer. It signals to readers that projections, forecasts, and strategic plans are based on current assumptions that could change materially. Regulations in many jurisdictions — including the U.S. Securities Exchange Act’s ‘safe harbor’ provisions under the Private Securities Litigation Reform Act of 1995 — provide legal protection for good-faith forward-looking statements, but only if they are properly identified and qualified. Without this language, a missed revenue target or abandoned product roadmap could expose the company to securities fraud claims. The disclaimer should name specific risk categories such as macroeconomic conditions, competition, regulatory changes, and supply chain disruptions.

Confidentiality and use-restriction language is another frequently overlooked element. This section should state explicitly that the presentation is intended solely for the named recipient, that it may not be reproduced or redistributed, and that any unauthorized disclosure may violate applicable law. This is especially important in early-stage fundraising rounds where proprietary financial models, customer data, or unreleased product details are shared. A common mistake companies make is including only a generic ‘confidential’ watermark on slides without pairing it with robust disclaimer language that explains the consequences of unauthorized distribution and the governing law that applies — for example, specifying that the agreement is governed by the laws of Delaware or England and Wales.

• Include a forward-looking statements notice that explicitly names risk factors such as regulatory changes, currency fluctuations, and competitive pressures, so readers understand projections may not materialize as described.
• Add a ‘no offer or solicitation’ clause clarifying that the presentation does not constitute a prospectus, offering memorandum, or binding commitment to issue securities under applicable securities laws.
• State that financial data presented — such as EBITDA multiples, ARR figures, or unit economics — are unaudited and subject to restatement, so recipients do not treat them as final certified accounts.
• Specify the intended audience clearly, for example limiting the presentation to ‘accredited investors as defined under Regulation D of the U.S. Securities Act of 1933,’ to reduce regulatory exposure.
• Include a past-performance disclaimer confirming that historical returns, growth rates, or customer metrics shown are not indicative of future results under any market condition.
• Add a data-source attribution statement noting that any third-party market data — such as industry size estimates or competitive benchmarks — was sourced from publicly available reports and has not been independently verified.
• End with a governing-law and jurisdiction clause specifying which country’s or state’s laws apply in the event of a dispute over the presentation’s contents or any resulting agreement.

In practice, the disclaimer is typically placed on a standalone slide immediately after the cover page and should also appear in abbreviated form in the footer of every subsequent slide. For a Series B fundraise, for example, your legal counsel might recommend a 250-to-400-word disclaimer block citing specific SEC regulations. Note that this approach applies primarily to formal capital-raising contexts; for internal strategy presentations or purely educational materials shared with existing shareholders, a shorter, more straightforward notice may suffice. Always have a qualified securities attorney review the final disclaimer before distribution, since requirements vary significantly by jurisdiction and offering type.