Under the Private Securities Litigation Reform Act, forward looking statements are not actionable if accompanied by meaningful cautionary statements, or if not made with actual knowledge of their falsity.  Here, plaintiffs claimed that Tesla’s stated goal of producing 5,000 Model 3 cars per week by the end of 2017 was misleading, and led to a drop in stock price once Tesla conceded in November 2017 that it could not reach that goal.  This decision holds that the production goal was a forward looking statement and was accompanied by meaningful cautionary statements, so it couldn’t be the basis of a securities fraud action.  Although false fact statements embedded in a forward looking statement are not protected from suit, merely saying that the company was “on track” to meet its production goal was not such a fact statement since implicit in any forward looking statement is the assertion that the company can meet that projection.  Other alleged misrepresentations turned on giving special meaning to the company’s statements–such as saying a statement that machinery had been installed in the assembly line meant automated equipment.  Under the PSLRA, specific facts must be pleaded to support such special meanings, allegations that this complaint lacked.  Finally, a proposed amendment to add another alleged misstatement failed because plaintiffs could not prove loss causation, as Tesla’s stock price did not decline after the true facts were made public.