I acknowledge the assistance of Raymond W. Henney, Esq., Ruth E. Zimmerman, Esq., and David A. Brown, Esq.
"I can calculate the motions of the heavenly bodies, but not the madness of people." Sir Isaac Newton1
"[T]he laws of economics have not yet achieved the status of the law of gravity …."2
The fraud-on-the-market theory is a flawed presumption that does away with individual issues of reliance, and thereby permits securities fraud cases to proceed as class actions.3 The fraud-on-the-market theory, which assumes that material information about a company is immediately reflected in the price of its stock,4 is based upon the Efficient Capital Markets Hypothesis, or "ECMH." The ECMH assumes that securities markets incorporate5 publicly available knowledge about publicly traded companies so rapidly that investors cannot develop a trading rule (including one based on research into company or industry fundamentals) that will systematically yield greater returns than the market.6
Basic Incorporated v. Levinson, 485 U.S. 224 (1988) adopted the fraud-on-the-market theory as establishing, in proper cases, a rebuttable presumption of reliance.7 However, Basic and its progeny have explicitly limited the application of the theory to securities which trade on an efficient market. Freeman v. Laventhol & Horwath, 915 F.2d 193 (6th Cir. 1990)(holding, as a matter of law, that the primary market for newly issued municipal bonds is not an efficient market; the faud-on-the-market presumption of reliance does not apply when securities are not traded on an efficient market).8 Plaintiffs have the burden of proving that the market was efficient. Zlotnick v. T.I.E. Communications, 836 F.2d 818, 821-22 (3rd Cir. 1988)(securities fraud complaint dismissed for failure to state a claim).
The early studies about the efficiency of stock markets examined securities of large corporations (like IBM or General Motors) traded on the New York Stock Exchange.9 However, the market for a small cap stock may not be equally efficient. Further, there is no per se rule that any security traded on the New York Stock Exchange ("NYSE") is traded on an efficient market. Where a stock is traded is not the crucial issue. The important question is whether trading in a particular stock displays the identifying characteristics of an efficient market. Stat-Tech Liquidating Trust v. Fenster, 981 F. Supp. 1325, 1346 (D. Col. 1997); O’Neil v. Appel, 165 F.R.D. 479, 504 (W.D. Mich. 1996)(the issue is not whether the NASDAQ is an efficient market); Greenberg v. Boettcher & Co., 755 F. Supp. 776, 783 (N.D. Ill. 1991)(allegation that secondary market for municipal bonds is efficient did not show an efficiency for particular bonds purchased); Hurley v. Fed. Dep. Ins. Corp., 719 F. Supp. 33 (D. Mass. 1989) ("Where the stock is traded is not crucial. The important question is whether the stock is traded in a market that is efficient – one that obtains material information about a company and accurately reflects that information in the price of the stock."); Harman v. LyphoMed, 122 F.R.D. 522, 525 (N.D. Ill. 1988) ("the question is always whether the stock trades in an efficient market, i.e., one in which material information on the company is widely available and accurately reflected in the value of the stock.").
Where trading appears to have been irrational, or at least predominated by extreme short-term speculation, the fraud-on-the-market presumption should be overcome in such situations because the presumption should not apply to such market activity. The underpinnings for this argument can be found in Basic, which held that the fraud-on-the-market presumption applies to shares traded on "an open and developed securities market." Id., at 241. When such a market exists, then investors are relieved from showing reliance because they are said to have relied upon the "integrity of the price set by the market." Id., at 245. This concept of a "developed" market that sets a price of "integrity" - the value of a company based upon the publicly available information - is not defined in Basic.
It is well recognized that despite temporary irrational price swings, the price of a security will eventually be driven to its fundamental value by informed investors based on an evaluation of available information. See, e.g., DeLong, Schleifer, Summers & Waldman, Noise Trader Risk in Financial Markets, 98 J. of Pol. Econ. 703 (1990). However, there is an important time element in that equation that cannot be overlooked. As Professor Langevoort recognizes in Theories, Assumptions, and Securities Regulation: Market Efficiency Revisited, 140 Pa. L. Rev. 851, 872 (1992), "smart money cannot operate as an immediate counterweight" to a stock price driven by "a crowd of trend chasers, overreacting to the most recent or vivid news, their illusions and emotions…..".
Langevoort’s article discusses "noise theory," which holds that the response to news about a security can be unrelated to a rational determination of the security’s value in light of the news, but rather, can be an expression of the "cognitive imperfections" of human decisionmakers. His critique raises questions regarding the presumed mechanisms of market efficiency:
For example, suboptimal behavior that is common and predictable10 will not be of the random sort that classical theory holds will cancel out. For this effect to operate with substantial cleansing power, . . . investors must operate in a largely independent fashion with unsystematic biases. * * * [I]f their errors take on a systematic or contagious character, this analysis weakens. [However,] assuming there is plenty of smart money in the market, any irrational tendencies will immediately be exploited and eliminated through arbitrage.
Id, at 862-863.
[T]he efficiency hypothesis states that market prices behave as if investors were rational and invest resources in information only to the limited point of positive expected return. Nothing in that hypothesis denies what most popular accounts assume: that much information searching and trading by investors, from institutions on down, is done in the (perhaps erroneous) belief that undervalued and overvalued stocks exist and can systematically be discovered. Noise theorists only stress that the behavior of this class of speculators can be driven by pseudo-signals and cognitive illusions, as well as by fundamental analysis, thus moving the price away from value more frequently and for longer periods of time.
Id., at 895.
Thus, it is clear that the price of securities will eventually reach a price/value equilibrium by the exploitation and elimination of irrational investment decisions through arbitrage. However, it must be recognized that market efficiency has a time dimension, that is, that the market requires time to correct error-driven order flow.
The temporary disjunction between the price of a security which is distorted by irrational investment decisions and its true value, based on fundamentals, is termed a "bubble." In Symposium on Bubbles, 4 J. Econ. Perspectives 12 (1990), Stiglitz recognized that "where uncertainty exists about when the bubble is going to break . . . markets will not be fully arbitraged, and bubbles need not be completely eliminated."11 Thus, "a bubble may persist for a very long time, even if arbitrageurs recognize the existence of the bubble." Id., at 13-15. Examples of such "bubbles," which are cited in Lindgren, Telling Fortunes: Challenging the Efficient Market Hypothesis by Prediction, 1 S. Cal. Interdisciplinary L.J. 7 (1992), include the 1920s boom in Florida real estate and the United States stock market, the "nifty-fifty" stocks of the late 1960s and early 1970s, the gambling stock bubble of 1978, and the home shopping bubble of 1986-87, which temporarily "valued" the total worth of the Home Shopping Network at a greater value than CBS, Id. at 38, n. 31, and the recent bubble of the tech stocks.
Basic’s Treatment of Materiality Supports the Irrationality Defense
The most significant support in Basic for the irrationality defense is the Court’s discussion of materiality. Despite basing the fraud-on-the-market presumption on the ECMH, and its concept that the market properly values shares based upon the publicly available information, Basic did not look to market reaction to determine the materiality of a disclosure. Instead, the Court adopted the reasonable investor standard of TSC Industries. 485 U.S. at 231 ("an omitted fact is material if there is a substantial likelihood that a reasonable shareholder would consider it important"). Under this standard, the market reaction is irrelevant, because a court can decide that the disclosure was immaterial even though the market reacted highly negatively to the disclosure. Indeed, there are numerous decisions where the courts have determined that the supposed misrepresentation or omission was not material even though the market reacted highly negatively when the full facts were disclosed.12
This formulation of materiality suggests that (a) the securities laws are premised on objective standards concerning investing and the markets, and (b) the movement of the markets are not unconditionally presumed to be rational and a benchmark for standards of liability under the securities laws. Accordingly, by not using the ECMH with respect to determining materiality, Basic implies that the fraud-on-the-market presumption should not be applied, or can be rebutted, by a showing that the market acted irrationally or was driven by short-term speculation.
A Price Change Does Not By Itself Establish Materiality
It is well established that 10b-5 liability may not be imposed where the alleged misrepresentation or omission relates to an immaterial fact, even where the price of a security reacted to the public dissemination of such immaterial information. See, e.g., Shaw v. Digital Equipment Corp., 82 F.3d 1194 (1st Cir. 1996) (holding that certain statements of defendants were not material, though they had sparked a fall in preferred stock from $25.00 to $20.875, and a fall in common stock from $28.875 to $23.00 in one trading day); Kowal v. MCI Communications Corp., 16 F.3d 1271 (D.C. Cir. 1994) (holding that certain optimistic statements and projections were not material, and dismissing complaint for securities fraud when MCI disclosed market share setbacks, and shares fell from $22.99 to $22.62 in one trading day); Greenberg v. Compuware Corp., 889 F. Supp. 1012 (E.D. Mich. 1995) (dismissing federal securities law claim dismissed despite 21 percent price drop in Compuware stock when market allegedly reacted to previously undisclosed information about Compuware’s operations which came to light when Compuware’s earnings per share figure was announced at one to two cents short of analysts’ predictions).13 Accordingly, the judiciary expressly recognizes that the financial markets do, at times, respond irrationally to the release of financial news, and that such an irrational reaction cannot form the basis for the imposition of Rule 10b-5 liability.
In re Boston Technology, 8 F. Supp. 2d 43, 54 (D. Mass. 1988) cited a rule of particular significance: "exaggerated, vague, or loosely optimistic statements about a company are not actionable under Rule 10b-5." Examples of such statements the Boston Technology court cited are: "prospects for long term growth are bright," "things are currently going reasonably well," and "the company should show progress in the future." Such "loose optimism," the Boston Technology court stated, is often called "puffing." In Shaw v. Digital Equipment, id., the court explained that the reason such loose optimism and "self-directed corporate puffery" is not actionable: because "[t]he market is not that easily duped." 82 F.3d at 1218. "In other words," the Boston Technology court explained, "it would be patently unreasonable for an investor to consider ‘puffery’ when engaged in investment decisionmaking." 8 F.Supp.2d at 53-54. Rand v. Cullinet Software, Inc., 847 F. Supp 200 (D. Mass. 1994), and Hologic, supra, added the further characterizations of puffery as being unaccompanied by "specific quantification," (Rand, at 208), and offering no "statistics," or even a "temporal reference point." (Hologic, 817 F. Supp. at 210).
Congress Recognized that Markets Can Act Irrationally
Additional support for the view that the movement of the markets are not unconditionally presumed to be rational can be found in recent legislation. Congress’ recognition that financial markets can overreact is reflected in its adoption of Private Securities Reform Litigation Act ("PRSLA"), Section 101, 15 U.S.C. § 78u-4(e)(1) ("§ 101"), which provides for a "look-back" period following corrective disclosures. The Congressional Record, Vol. 141, 699 and 741 (1995) states that "calculating damages based on the date corrective information is disclosed may substantially overestimate plaintiff’s actual damages." (Citing Lev, de Villiers, Stock Price Crashes and 10b-5 Damages: A Legal, Economic and Policy Analysis, 47 Stan. L.R. 7 (1994). Lev and de Villiers discussed the overreaction of financial markets to bad news about a company, leading to a "crash:"
[A] typical stock crash evolves as follows: First, the informed investor obtains some negative information about the stock, like the earnings report that signaled the end of Oracle’s earning’s growth. Based on this information, some informed investors decide to sell the stock. At this point, supply outstrips demand, and the stock price drops. Enter the uninformed investor. They see the falling price and conclude that informed investors must know something they do not. Some of them also decide to sell and the price continues to fall. * * * Various hedging strategies, such as stop-loss orders and portfolio insurance, which automatically trigger sell orders on price declines, may exacerbate the price drop at this point. Uninformed investors, unaware that the price slide is due in part to these automatic hedge sales, attribute the drop to the emergence of further bad news about fundamentals. As a result, they continue to downgrade their valuation of the stock and keep selling it. The price pressure spirals and triggers a crash.
Id., at 14-15. Note that in this example, the market efficiently valued the effect of the news on release of the information, when "some informed investors decide to sell the stock" which sales, in turn, would have depressed the stock’s price.14 The remainder of the price slide, leading to the crash, was not an efficient market’s price adjustment based on the news, but rather, was the result of uninformed investors blindly following a price trend, and in the process, exacerbating it. By adopting § 101 of PRSLA, Congress recognized that plaintiffs in private securities litigation would be significantly over-compensated if the damage calculation included short-term price swings caused by irrational overreactions to financial news. Thus, Congress impliedly repudiated one of the tenets of the fraud-on-the-market theory, which assumes that material information about a company is "immediately" reflected in the price of the stock. In re Sahlen & Associates, 773 F. Supp. 342, 353 (S.D. Fla. 1991); Deutschman v. Beneficial Corp., 132 F.R.D. 359, 368 (D. Del. 1990)(granting motion for class certification)("The fraud-on-the-market theory finds its origins in the generally held belief, sometimes referred to as the ‘efficient capital markets hypothesis,’ that a well-developed and impersonal market, such as the New York or Pacific stock exchanges, will instantaneously incorporate all publicly available information about a given security into the market price of that security."); In re LTV Securities Litigation, 88 F.R.D. 134 (N.D. Texas 1980), the primary case upon which Basic relied in adopting the faud-on-the-market theory, the court recognized explicitly that "the collective action of a sufficient number of market participants buying or selling the stock causes a very rapid, if not virtually instantaneous, adjustment in price." (Citing, Van Horne, Financial Management and Policy (4th ed. 1977), at 45); Kriendler v. Chemical Waste Management, Inc., 877 F. Supp 1140, 1150 n. 8 (N.D. Ill. 1995) ("market immediately reacts, adjusts, and incorporates the new information into the stock price.").
Conclusion
The Supreme Court of New Jersey was recently presented with the question whether a class of plaintiffs in a common-law action for fraud could prove the element of reliance through the presumption of a fraud on the market, Kaufman v. i-Stat Corp., 165 N.J. 94, 754 A.2d 1188 (2000)(reversing decision of lower court allowing the reliance element of fraud claim to be proven by the fraud-on-the-market theory). The New Jersey court observed that in the 12 years since the U.S. Supreme Court adopted the fraud-on-the-market theory in Basic, no state court with the authority to consider whether Basic is persuasive had chosen to apply it to claims arising under its own state’s laws.
Whether the securities markets are efficient in the sense claimed by the initial tests of the ECMH is now highly suspect. The ECMH fails to account for the irrationality of "noise traders" and the chaos inevitable in any system created by the acts of many participants. As Warren Buffett wrote in 1988, "Observing that the market was frequently efficient, [certain economists] went on to conclude incorrectly that the market was always efficient. The difference between the propositions is night and day."
1Sir Isaac Newton, as an investor, lost 20,000 pounds in the infamous South Sea financial speculation of 1720. Quoted from p.40 in Reed, C. "The Damn’d South Sea," Harvard Magazine, May-June, 1999, pp. 36-40. See also, Chancellor, E. Devil Take the Hindmost: A History of Financial Speculation, Farrar, Straus, Giroux, 1999. Chancellor describes how 17th-century Dutch paid 2,500 guilders for a single tulip bulb, enough to buy eight small townhouses. No person ever paid as much for a tulip bulb again.
2In re Time Warner Inc. Securities Litigation, 9 F.3d 259, 271 (2nd Cir. 1993).
3 If plaintiffs are unable to use the presumption of the fraud-on-the-market theory, then they will have to prove individual issues of reliance, and the case will be unsuitable for class action status. Levinson v. Basic, Inc., 786 F.2d at 750 (6th Cir. 1986), affirmed sub nom, Basic, Inc. v. Levinson, 485 U.S. 224 (1988).
4 In re Sahlen & Associates, 773 F. Supp. 342, 353 (S.D. Fla. 1991); Deutschman v. Beneficial Corp., 132 F.R.D. 359, 368 (D. Del. 1990)(granting motion for class certification)("The fraud-on-the-market theory finds its origins in the generally held belief, sometimes referred to as the ‘efficient capital markets hypothesis,’ that a well-developed and impersonal market, such as the New York or Pacific stock exchanges, will instantaneously incorporate all publicly available information about a given security into the market price of that security." Emphasis supplied); In re LTV Securities Litigation, 88 F.R.D. 134 (N.D. Texas 1980), the primary case upon which Basic relied in adopting the fraud-on-the-market theory, the court recognized explicitly that "the collective action of a sufficient number of market participants buying or selling the stock causes a very rapid, if not virtually instantaneous, adjustment in price." (Emphasis added) (Citing, Van Horne, Financial Management and Policy (4th ed. 1977), at 45); Kriendler v. Chemical Waste Management, Inc., 877 F. Supp 1140, 1150 n. 8 (N.D. Ill. 1995) ("market immediately reacts, adjusts, and incorporates the new information into the stock price.") (emphasis added)..
5 The ECMH is not contingent on an assumption that everyone gets the information at the same time. It is in principle only necessary that they information reach a few traders who are capable of trading on the difference between the current market price and the price implied by the new information. The events analyzed in the academic studies that find rapid price adjustment often involve rebroadcasts and repeated postings. Most of the studies examine earnings announcements, which are often updated, retransmitted and/or referred to after the initial dissemination.
6 Carden, Implications of the Private Securities Litigation Reform Act of 1995 for Judicial Presumptions of Market Efficiency, 65 University of Chicago L. Rev. 879 (1998). In Patell and Wolfson, The Intraday Speed of Adjustment of Stock Price to Earnings and Dividend Announcements, 13 Journal of Fin. Econ. 223, 249 (1983), the authors concluded, based on empirical evidence, that the "largest portion of the price response occurs in the first five to fifteen minutes after the disclosure." (Emphasis added). Similarly, Macey & Miller, in Good Finance, Bad Economics: An Analysis of the Fraud-On-The-Market Theory, 42 Stan. L. Rev 1059, 1083 (1990), which considered the price adjustments following sales of large blocks of stock, also concluded that virtually all of the adjustment in share prices takes place within the first five minutes after block sales, and that prices adjusted completely within fifteen minutes of the block sale.
7 The Basic court acknowledged that the faud-on-the-market presumption could be rebutted by "any showing that severs the link between the alleged misrepresentation and either the price received (or paid) by the plaintiff, or his decision to trade at a fair market price." 485 U.S. at 248.
8 Arguably, a court should rule on the issues of applicability of the fraud-on-the-market theory and the efficient capital markets hypothesis as matters of law. The application of these complex doctrines should not be a jury question. Indeed, issues of this nature were not tried by juries at Westminster in 1789. Herbert Markman & Positek, Inc. v. Westview Instruments, Inc., 517 U.S. 370 (1996). In holding that judges, not juries, are better suited to find the acquired meaning of patent terms, the Court in Westview cited Miller v. Fenton, 474 U.S. 104 (1985)(voluntariness of confession held to be a legal question), that when an issue "falls somewhere between a pristine legal standard and a simple historical fact, the fact/law distinction at times has turned on a determination that, as a matter of the sound administration of justice, one judicial actor is better positioned than another to decide the issue in question."
9 R. Robinson, Fraud-on-the-market Theory and Thinly-Traded Securities under Rule 10b-5: How Does a Court Decide If a Stock Market is Efficient?, 25 Wake For. L. Rev. 223, 230 (1990).
10 Langevoort noted the following examples: (1) investors typically overreact to recent or vivid information; (2) investors tend to be overconfident in their predictive abilities; (3) investors have a "status quo bias," the tendency to value that which is possessed more highly than that which is not, to value out-of-pocket costs more than opportunity costs. Id., at 859. In another article, Selling Hope, Selling Risk: Some Lessons For Law from Behavioral Economics About Stockbrokers and Sophisticated Customers, 84 Calif. L. Rev. 627, 635 (1996), Langevoort notes (4) that people have a tendency to find illusory correlations – to assign cause and effect relationships to wholly independent events; (5) that they believe unusual trends have a greater than actual natural life span, rather than recognizing the more predictable reversion to mean; (6) that an investor on a losing streak may well decide that greater risk is necessary to achieve the target; and (7) that people take more risk to keep up with others than to move ahead of them – thus that a person who has foregone investing in the early stages of a run-up in the price of a stock is likely to feel a substantial pressure to make up the difference.
11 Even arbitrageurs are subject to the risk that irrational investment decisions will continue the bubble, thus further driving the price away from a rational evaluation of the stock’s price. See, e.g., DeLong, Shliefer, Summers and Waldman, Noise Trader Risk in Financial Markets, supra at 705 ("Conversely, an arbitrageur selling an asset short when bullish noise traders have driven its price up must remember that noise traders might become even more bullish tomorrow, and so must take a position that accounts for the risk of a further price rise when he has to buy back the stock. This risk of a further change of noise traders’ opinion away from its mean – which we refer to as "noise trader risk" – must be borne by any arbitrageur with a short time horizon and must limit his willingness to bet against noise traders.* * * * All the main results of our paper come from the observation that arbitrage does not eliminate the effects of noise because noise itself creates risk.")
12 See e.g. Shaw v. Digital Equipment Corp., 82 F.3d 1194 (1st Cir. 1996); Kowal v. MCI Communications Corp., 16 F.3d 1271 (D.C. Cir. 1994); Picard Chemical, Inc. v. Perrigo, 940 F.Supp. 1101 (W.D. Mich. 1996); Greenberg v. Compuware Corp., 889 F.Supp. 1012 (E.D. Mich. 1995). In Cione v. Gorr, 843 F.Supp. 1199 (N.D. Ohio 1994), plaintiffs sought to certify a class based upon the fraud-on-the-market theory for defendants supposed false statements that artificially inflated the price of the stock. When the "corrective" disclosure was made, the share price fell 24%. In finding that the supposed misrepresentations were not material, the court noted the overlap between the fraud-on-the-market presumption and materiality. The court stated:
There is some degree of overlap between the two concepts, and there is apparently some confusion as to what standards are controlling. In particular, defendants argue that the "market makers" or professional investors are the appropriate benchmark for determining materiality in cases that proceed under the faud-on-the-market theory. Defendants misread Basic . . . however, and confuse materiality with faud-on-the-market.
The use of the "market maker" in rebutting the faud-on-the-market presumption can be contrasted with the relevant audience used in determining materiality: the reasonable investor. In Basic, the Supreme Court appropriated the § 14(a) standard of materiality for use in the 10b-5 setting: ‘there must be a substantial likelihood that the disclosure of the omitted fact [or misrepresentation] would have been viewed by the reasonable investor as having significantly altered the total mix of information made available.’ . . . Thus, the reasonable investor standard is appropriate in determining materiality, and the market maker standard is only relevant when attempting to rebut the faud-on-the-market presumption of reliance. While there is a certain amount of redundancy in the two requirements, the Supreme Court has been quite clear and consistent in its use of the reasonable investor standard in the materiality context.
843 F.Supp. at 1202 (emphasis in original). The court held that the statements in question consisted of projections upon which reasonable investors should not have relied. Thus, the market’s overreaction to the defendants "puffing" was not relevant to the materiality determination.
13
See also Rosenfeld, "Immateriality as a Matter of Law": An Effective Curb on Securities Fraud Litigation, 28 Securities and Commodities Regulation 169 (1995), which cites several reported decisions of federal court in which the market price of stocks dropped sharply on the annoucement of disappointing results following an alleged misrepresentation of generalized optimistic expectations, and stating:T]he "market-loss-as evidence-of-materiality argument did not carry the day in any of the cases described [in the article]. In each of them, the announcement of disappointing actual results sent the market price sharply down – from 17 percent to 36 percent. But in none of these cases did that fact prevent summary disposition in favor of the defendants.
Id., at 175. (Emphasis Added).
Rosenfeld notes that the price rises resulting from a corporation’s disclosure of "soft" information is often caused by momentum investors. Momentum investors drive the price of a stock up, and "at the first sign of faltering growth – look out. Momentum players tend to bail out in a hurry, exacerbating a stock’s fall." (quoting Norton, supra). "When that happens," Rosenfeld notes:
the injury to other investors – the many innocent shareholders on whose behalf securities class actions are ostensibly brought – is not attributable to the intrinsic significance of the company’s disclosures concerning its financial health and prospects for growth. Rather, the injury has resulted primarily, if not entirely, from atypical actions of the few large momentum investors. * * * The holdings in cases [discussed in the article], each involving small shortfalls in corporate projections of future performance, stem from the requirement of Basic that the courts employ an objective analysis to determine whether a reasonable investor would find the statement material in making investment decisions. This analysis necessarily focuses on the disclosure itself, rather than on idiosyncratic market reactions to it, that may well be based on what kind of investors happen to hold large positions in the company’s stock. Thus, while plaintiffs will argue that materiality is necessarily a question of fact to be decided after discovery based on all the surrounding facts and circumstances, these cases hold otherwise, evaluating the materiality of "soft information" as a matter of law. Id., at 171-72 (emphasis added).
14 Prices of publicly traded shares respond to orders. Buy orders drive the price up and sell orders drive the price down, irrespective of whether the investment motives behind these orders are fundamentally sound or rational.
The content of this article does not constitute legal advice and should not be relied on in that way. Specific advice should be sought about your specific circumstances.