Gautam Adani seeks dismissal of SEC case, cites extraterritorial overreach, lack of jurisdiction

New York: Billionaire Gautam Adani has moved a US court seeking dismissal of a US Securities and Exchange Commission's securities fraud lawsuit, arguing the case represents an impermissible extraterritorial application of US law and fails for lack of personal jurisdiction.

The SEC had sued Adani Group founder and his nephew, Sagar, in November 2024, alleging they misled investors by failing to disclose an alleged bribery scheme tied to Indian state officials, framing the case under US securities laws.

Denying all allegations, the two through their lawyers filed a pre-motion letter ahead of a planned April 30 motion to dismiss in the Eastern District Court of New York.

In the plea, they said the SEC's claims over a 2021 bond sale by the group's renewable energy arm, Adani Green Energy Ltd (AGEL) are legally flawed on multiple grounds.

No US jurisdiction

The Adanis argued that the court lacked personal jurisdiction, saying neither of them had sufficient contacts with the US or direct involvement in the bond offering.

The USD 750-million bond sale was conducted outside the United States under Rule 144A and Regulation S exemptions, with securities sold to non-US underwriters and only later resold in part to qualified institutional buyers, they said.

The plea stated that "in September 2021, Adani Green, which is not a US registrant, conducted a USD 750 million bond offering pursuant to SEC Rule 144A and SEC Regulation S, which are registration exemptions for private resales to qualified institutional buyers (QIBs) and for non-US sales, respectively".

"Adani Green sold all of the notes from the Offering outside the United States, via a Subscription Agreement, to non-US underwriters, who later resold the Notes to QIBs. A fraction of those resales -- in transactions to which Adani Green was not a party -- are alleged to have been made to 'investors in the United States'," it said.

The plea through the lawyers added that the complaint does not allege that Gautam Adani approved the issuance, attended key meetings, or directed any activity at US investors.

Stating that the SEC could not charge the two under the US Foreign Corrupt Practices Act, it instead recast its charges as a securities fraud case.

The filing states that the Adanis dispute that there is any credible evidence supporting the purported bribery scheme.

"Notably, the SEC does not allege that there were any investor losses, and there were none. The bonds have matured, and Adani Green repaid all principal and interest in full to investors in 2024," it added.

Extraterritorial reach challengerd

The filing also contends the SEC's case is impermissibly extraterritorial, noting the securities were not listed in the United States, the issuer is Indian, and the alleged misconduct occurred entirely in India.

Citing US Supreme Court precedent, Adanis said the SEC failed to show any "domestic transaction", a requirement for applying US securities laws.

Under the sections invoked, the SEC must plausibly allege a "domestic transaction" and it must plead that "irrevocable liability was incurred or title was transferred within the United States".

The SEC charges against Adanis say nothing about where irrevocable liability was incurred, the plea said, adding that the mere fact, taken as true, that some downstream investors were located in the US is irrelevant to the case.

"The SEC's claims here solely involve Indian Defendants, an Indian issuer, securities not registered with the SEC and not traded on any US exchange, and underlying conduct alleged to have occurred exclusively in India," it said. "This case is thus conclusively beyond the reach of the US securities laws."

No investor losses

The defendants said the SEC does not allege any investor losses, adding that the bonds matured and were fully repaid with interest in 2024.

They also disputed the underlying bribery allegations, saying there is no credible evidence supporting such claims.

"The alleged bribery scheme relates to a solar energy project in India for the provision of renewable power in India. There is no allegation that any US company bid on the project, or that any US customer purchased energy in the project. In fact, there was no such US involvement," the plea said.

'Puffery' defence

'The filing argues that statements cited by the SEC -- relating to ESG commitments, anti-corruption practices, and corporate reputation -- amount to non-actionable "puffery", or general corporate optimism that investors cannot reasonably rely on.

It further said the SEC failed to link either defendant to specific misleading statements or demonstrate intent to defraud.

The defendants are seeking dismissal of the case in full and said they are prepared to appear for a pre-motion conference if required.

Adanis argued that the court lacks personal jurisdiction, saying neither had sufficient contacts with the US or direct involvement in the bond offering.

"The complaint contains no plausible allegation that Gautam Adani was involved in drafting, reviewing, or approving any document containing any alleged misstatement. Indeed, the SEC does not allege that Gautam Adani even knew these statements were being made," the plea said. "Because there are no allegations tying him to any alleged misstatement, the SEC's claims against Gautam Adani fail as a matter of law." The allegations against Sagar Adani are also deficient. "Even if 'multiple drafts' of the Offering Circular 'were provided to [him]', these allegations do not tie him to specific misstatements, much less show that he had 'ultimate authority' over their content," it said.

The SEC also fails to adequately plead that defendants acted with the requisite intent. "The SEC makes no plausible allegation that Defendants acted with knowledge or recklessness," it said.

The defendants intend to move to dismiss the SEC's complaint by April 30, 2026 and, as part of this process, have on April 7, 2026 submitted a letter with the EDNY (Eastern District New York) judge informing the court that the defendants are prepared to attend a pre-motion conference should the court wish to schedule one.

The filing of this letter is a standard procedural step in the legal process for the handling of such matters in accordance with the procedural rules prescribed by the EDNY judge.

In the letter, the defendants have briefly set out their grounds for dismissal of SEC's complaint, including that (i) the court concerned lacks personal jurisdiction over the defendants and the claims against them, (ii) the SEC's claims are impermissibly extraterritorial, (iii) the alleged misstatements by the defendants are too vague and general for any reasonable investor to rely upon as a guarantee of any concrete fact or outcome, making them inactionable, and (iii) the defendants' lack of involvement in the transaction bars the SEC's claims against them.

Gautam Adani is represented by Sullivan & Cromwell LLP, while Sagar Adani's counsel is Nixon Peabody LLP and Hecker Fink LLP.

SEC's charges against Adani

The SEC has alleged that Gautam Adani, Sagar Adani and others orchestrated a USD 250 million-plus bribery scheme between 2020 and 2024 to secure solar energy contracts in India.

Their plea (termed as letter in US legal system) pointed out that SEC does not allege that there were any investor losses as there were none. The bonds have matured and all interest payments were made on time.

The court lacks personal jurisdiction over defendants and the claims against them should be dismissed under Rule 12(b)(2), the letter cited.

The SEC must plead that defendants had sufficient "minimum contacts" with the US and that the claims against them arose out of those activities, the letter pointed out. With respect to Gautam Adani, the SEC does not come close, the lawyers added.

The claims, according to the lawyers, "involve Indian Defendants, an Indian issuer, securities not registered with the SEC and not traded on US exchanges, and underlying conduct alleged to have occurred exclusively in India".

The SEC has not alleged underwriters who purchased the bonds from AGEL were US institutions as they weren't, or that the subscription agreement underlying the purchases was governed by US law as it wasn't.

"This case is thus conclusively beyond the reach of the US securities laws," the lawyers said.

The SEC has also failed to tie Sagar Adani to a single allegedly false or misleading statement, much less one directed at US investors, the letter added.