No US Investors, No US Jurisdiction: Adani Files to Dismiss SEC Complaint

Gautam Adani Moves US Court to Dismiss SEC Securities Fraud Case, Challenges Jurisdiction and Legal Basis​

Adani Seeks Dismissal of SEC Lawsuit in New York Court​

Billionaire Gautam Adani has approached a United States court seeking dismissal of a securities fraud lawsuit filed by the US Securities and Exchange Commission. The case, currently before the Eastern District Court of New York, also names his nephew Sagar Adani as a defendant.

The SEC had initiated the lawsuit in November 2024, alleging that the Adanis misled investors by not disclosing an alleged bribery scheme involving Indian state officials. The allegations were framed under US securities laws.

Through their legal representatives, both Gautam Adani and Sagar Adani have denied all charges and submitted a pre motion letter on April 7, 2026. They intend to formally move for dismissal of the case by April 30, 2026.

Adani Challenges US Court Jurisdiction​

A central argument in the filing is the lack of personal jurisdiction. The Adanis have stated that neither of them has sufficient connections to the United States or direct involvement in the bond issuance cited by the SEC.

The case relates to a USD 750 million bond offering conducted in September 2021 by Adani Green Energy Ltd. According to the filing, the offering was executed outside the United States under Rule 144A and Regulation S exemptions. The securities were initially sold to non US underwriters and only later resold in part to qualified institutional buyers.

The plea emphasizes that Adani Green is not a US registrant and that any subsequent transactions involving US investors were not directly linked to the company.

Extraterritorial Application of US Law Questioned​

The filing strongly contests the SEC’s attempt to apply US securities laws to what the Adanis describe as entirely offshore activity. It argues that the securities were not listed in the United States, the issuer is an Indian entity, and the alleged misconduct took place exclusively in India.

Citing US legal standards, the defendants stated that the SEC has failed to demonstrate a “domestic transaction,” a necessary condition for invoking US securities laws. The plea adds that the location of downstream investors does not establish jurisdiction.

No Investor Losses, Bonds Fully Repaid​

The Adanis have also highlighted that the SEC has not alleged any investor losses in the case. According to the filing, the bonds matured and were fully repaid along with interest in 2024.

They further disputed the existence of any bribery scheme, stating that there is no credible evidence supporting such allegations. The filing notes that the project in question involved renewable energy generation in India, with no involvement from US companies or customers.

Defence Terms SEC Claims as “Puffery”​

The filing argues that statements referenced by the SEC regarding ESG commitments, anti corruption practices, and corporate reputation fall under non actionable “puffery.” These, it states, are general statements of corporate optimism that cannot be relied upon as concrete guarantees.

The defendants also asserted that the SEC failed to connect either Gautam Adani or Sagar Adani to specific misleading statements or demonstrate intent to defraud.

Legal Representation and Next Steps​

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

The defendants have indicated their readiness to attend a pre motion conference if required by the court. The filing of the pre motion letter is described as a standard procedural step under the court’s rules.

SEC Allegations Against Adani Group​

The SEC has alleged 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 maintain that the claims fall outside the scope of US law, citing lack of jurisdiction, absence of domestic transactions, no investor losses, and insufficient evidence linking them to any wrongdoing.