U.S. District Court for the Southern District of New York

Case Status


Docket Number

04 CV 5130 (GBD)

Oral Argument Date

March 15, 2005


Case Updates

Federal district court addresses enforcement of SEC Regulation FD

August 31, 2005

The federal district court granted Siebel Systems’ motion to dismiss the case filed against the company for alleged violations of SEC Regulation FD [“Fair Disclosure”]. The court found that SEC failed to support its allegations that certain positive statements made by company officials constituted “material nonpublic information” that should have been disclosed to the public. In doing so, the court chided the Commission for “[a]pplying Regulation FD in an overly aggressive manner” and for “plac[ing] an unreasonable burden on a company's management and spokesperson to become linguistic experts, or otherwise live in fear of violating Regulation FD should the words they use later be interpreted by the SEC as connoting even the slightest variance from the company’s private statements.”

U.S. Chamber files amicus brief

January 18, 2005

NCLC supported Siebel Systems challenge to SEC Regulation FD [“Fair Disclosure”]. Regulation FD states that public companies cannot disclose material information to securities analysts and institutional investors without also disclosing it publicly. NCLC contended that the regulation greatly exceeded the SEC's statutory authority and impaired fundamental First Amendment values.

Case Documents