US Court Grants Hearing in Gautam Adani’s Bid to Dismiss SEC Fraud Case, Jurisdiction Challenge at Core

The decision follows a plea filed by lawyers representing Gautam Adani and his nephew, Sagar Adani, seeking dismissal of the complaint. In its order, the Eastern District court of New York stated that it had received the defendants’ letter requesting a pre-motion conference on their anticipated motion to dismiss the complaint and granted that request, directing the parties to schedule the pre-motion conference.

In their filing, the Adanis’ legal team asserted that there is no credible evidence supporting the alleged bribery scheme. They further argued that the SEC lacks the necessary jurisdiction over the two men and that the alleged misstatements forming the basis of the case are not actionable.

The case, initiated by the SEC in November 2024 alongside a criminal complaint by the US Department of Justice, alleges that the Adanis sought to pay over USD 250 million in bribes to Indian officials to secure solar energy contracts. It further claims that the scheme was concealed from US investors and banks during fundraising efforts.

The Adani Group has denied all allegations, stating that none of its entities or executives have been charged under the US Foreign Corrupt Practices Act. It also clarified that Adani Green Energy, the renewable energy arm that raised the funds, is not a party to the proceedings.

The lawsuits had remained stalled for over a year as the India-based defendants were not served notices. Meanwhile, the group, which operates across green energy, ports, realty, mining, and news media, continued to raise funds from global investors, including BlackRock, after the charges were filed.

The Brooklyn, New York court’s decision to grant a hearing allows the defendants to argue for dismissal at an early stage, potentially avoiding a prolonged discovery process and trial. In their filings, the Adanis’ lawyers maintained that the case lacks sufficient jurisdictional basis and fails to establish actionable claims under US securities laws.

Challenging the court’s authority, the Adanis argued that it lacks personal jurisdiction, stating that neither Gautam Adani nor Sagar Adani has sufficient contacts with the United States or direct involvement in the bond offering. They noted that the USD 750-million bond sale was conducted outside the United States under Rule 144A and Regulation S exemptions, involving securities sold to non-US underwriters and only later partially resold to qualified institutional buyers.

According to the plea, in September 2021, Adani Green, which is not a US registrant, conducted the USD 750 million bond offering pursuant to SEC Rule 144A and SEC Regulation S, which provide registration exemptions for private resales to qualified institutional buyers and non-US sales, respectively. The company sold all notes outside the United States via a subscription agreement to non-US underwriters, who subsequently resold portions to qualified institutional buyers. A fraction of those resales, in transactions not involving Adani Green, were allegedly made to investors in the United States.

The filing emphasized that the SEC does not allege that Gautam Adani approved the issuance, attended key meetings, or directed any activity at US investors. It further stated that the SEC could not charge the defendants under the US Foreign Corrupt Practices Act and instead reframed the case as a securities fraud matter.

The Adanis’ lawyers also argued that the complaint fails to demonstrate investor harm, noting that the bonds matured and that Adani Green repaid all principal and interest in full in 2024. They contended that the SEC does not allege any investor losses and confirmed that none occurred.

The filing also challenged the extraterritorial reach of the SEC’s case, asserting that 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, the defendants argued that the SEC failed to establish a “domestic transaction,” a requirement for the application of US securities laws, including proof that irrevocable liability was incurred or title was transferred within the United States.

They maintained that the SEC’s claims involve Indian defendants, an Indian issuer, securities not registered with the SEC, and conduct alleged to have occurred exclusively in India, placing the case beyond the reach of US securities laws. The filing further argued that the mere presence of downstream investors in the United States is irrelevant to jurisdiction.

Addressing the bribery allegations, the defendants stated that the purported scheme relates to a solar energy project in India with no involvement of US companies or customers. They emphasized that no US company bid on the project and no US entity purchased energy from it.

The filing also described the SEC’s cited statements regarding ESG commitments, anti-corruption practices, and corporate reputation as non-actionable “puffery,” characterizing them as general corporate optimism that investors cannot reasonably rely upon as guarantees of concrete outcomes.

The defendants further argued that the SEC failed to connect either Gautam Adani or Sagar Adani to specific misleading statements or demonstrate intent to defraud. They stated that the complaint does not plausibly allege that Gautam Adani was involved in drafting, reviewing, or approving any document containing the alleged misstatements, nor that he was aware of them. Similarly, allegations against Sagar Adani were described as insufficient, even where multiple drafts of the offering circular were provided to him, as they do not establish ultimate authority over the content.

The SEC, according to the filing, has also failed to adequately plead that the defendants acted with knowledge or recklessness. The defendants intend to move to dismiss the complaint by April 30, 2026, having submitted a letter to the Eastern District of New York judge on April 7, 2026, expressing readiness to attend a pre-motion conference.

The letter outlined grounds for dismissal, including lack of personal jurisdiction, impermissible extraterritorial application of US laws, inactionable nature of alleged misstatements, and lack of involvement in the transaction.

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

The SEC’s charges allege that Gautam Adani, Sagar Adani, and others orchestrated a bribery scheme exceeding USD 250 million between 2020 and 2024 to secure solar energy contracts in India. However, the defendants reiterated that the SEC does not allege any investor losses and confirmed that all bond obligations were fulfilled with timely interest payments.

They further argued that the court lacks personal jurisdiction under Rule 12(b)(2), emphasizing the absence of “minimum contacts” with the United States and asserting that the claims arise entirely from activities conducted outside US jurisdiction.

The outcome of the scheduled hearing is set to determine whether the case proceeds or is dismissed at an early stage, marking a critical juncture in a high-profile legal battle involving cross-border jurisdiction and the limits of US securities laws.