Adani moves US court seeking dismissal of SEC fraud case, says lawsuit lacks jurisdiction

Gautam Adani and Sagar Adani seek dismissal of a US Securities and Exchange Commission case, arguing the court lacks jurisdiction, the bond offering was outside the US, and claims are not supported by evidence, with emphasis on extraterritorial application and non-actionable statements.

Billionaire Gautam Adani and his nephew Sagar Adani have approached a US court seeking dismissal of a securities fraud lawsuit filed by the U.S. Securities and Exchange Commission, arguing that the case falls outside American jurisdiction and lacks merit.

In a pre-motion letter submitted ahead of a planned April 30 filing, the Adanis, through their legal representatives, contended that the SEC’s allegations related to a 2021 bond issuance by Adani Green Energy Ltd are legally flawed on multiple grounds.

The SEC had initiated legal action in November 2024, accusing the Adanis of misleading investors by not disclosing an alleged bribery scheme involving Indian state officials, bringing the case under US securities laws.

Challenging the claims, the Adanis argued that the US court lacks personal jurisdiction, stating that neither of them had sufficient connections with the United States or direct involvement in the bond offering process. According to the filing, the USD 750 million bond sale was conducted outside the US under Rule 144A and Regulation S exemptions. The securities were initially sold to non-US underwriters and only later partially resold to qualified institutional buyers.

The lawyers further stated that the complaint does not allege that Gautam Adani approved the bond issuance, attended key meetings, or directed any activities toward US investors. The filing also described the SEC’s case as impermissibly extraterritorial, pointing out that the securities were not listed in the United States, the issuing company is based in India, and the alleged misconduct occurred entirely within India.

Citing US Supreme Court precedents, the defendants argued that the SEC has failed to demonstrate any "domestic transaction," a key requirement for applying US securities laws. Additionally, the Adanis stated that the SEC has not alleged any investor losses, noting that the bonds matured and were fully repaid with interest in 2024.

They also rejected the bribery allegations, asserting that there is no credible evidence to support such claims. The filing further argued that statements cited by the SEC regarding ESG commitments, anti-corruption measures, and corporate reputation amount to non-actionable "puffery," or general corporate optimism that investors cannot reasonably rely upon.

The defendants maintained that the SEC has failed to link them to any specific misleading statements or establish intent to defraud. They have sought complete dismissal of the case and expressed readiness to appear for a pre-motion conference if required.