Gautam Adani and his nephew are fighting back against a US securities fraud lawsuit, arguing the case lacks US jurisdiction and fails to prove any actual wrongdoing related to a 2021 bond sale.
Key Points
- Gautam Adani and Sagar Adani are seeking dismissal of a US SEC securities fraud lawsuit, arguing the case falls outside US jurisdiction.
- The Adanis claim the SEC's allegations regarding a 2021 Adani Green Energy bond sale are legally flawed and lack sufficient connection to the US.
- The defence argues the USD 750 million bond sale was conducted outside the US, with securities sold to non-US underwriters.
- The Adanis dispute the SEC's bribery allegations and argue that statements cited by the SEC are non-actionable 'puffery'.
- The Adanis highlight that the bonds matured and were fully repaid with interest in 2024, indicating no investor losses.
Billionaire Gautam Adani and his nephew Sagar Adani have asked a US court to dismiss a securities fraud lawsuit brought by the US Securities and Exchange Commission, arguing the case falls outside the US jurisdiction and fails to establish any wrongdoing.
In a pre-motion letter filed ahead of a planned April 30 motion seeking dismissal of the lawsuit, Adanis through their lawyers 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.
The SEC had sued the Adanis 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.
Arguments for Dismissal
Adanis argued that the court lacks personal jurisdiction, saying neither 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.
Lawyers added the complaint does not allege that Gautam Adani approved the issuance, attended key meetings, or directed any activity at US investors.
The filing also contends the SEC's case is impermissibly extraterritorial, noting the securities were not listed in the US, the issuer is Indian, and the alleged misconduct occurred entirely in India.
Citing US Supreme Court precedent, the defendants said the SEC failed to show any "domestic transaction", a requirement for applying US securities laws.
They went on to state that SEC does not allege any investor losses, adding that the bonds matured and were fully repaid with interest in 2024.
Bribery Allegations and Corporate Statements
They also disputed the underlying bribery allegations, saying there is no credible evidence supporting such claims.
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.
