Regulation FD Decision in SEC v. Siebel Systems, et al.

Originally published 1 September, 2005

The United States District Court for the Southern District of New York today dismissed in full a complaint filed by the Securities and Exchange Commission against Siebel Systems, Inc. and two of its senior officers, alleging claims for violation of Regulation FD, or "Fair Disclosure." This decision is the first to interpret the scope and effect of Regulation FD, which was promulgated by the SEC in 2000 for the purpose of mandating equal disclosure of material, nonpublic information to investors. Cooley Godward served as lead counsel for Siebel and its officers.

In a 27-page decision, the Honorable George B. Daniels ruled that the SEC had failed to allege that statements made by Siebel’s CFO in two private meetings with institutional investors and analysts on April 30, 2003, disclosed material non-public information. The Court found that the substance of each of the statements challenged by the SEC had already been disclosed to the public in