Adani tests SEC case boundaries

Gautam Adani and his nephew Sagar Adani have moved to knock out a US civil fraud case, arguing that the Securities and Exchange Commission has overstepped its reach by trying to pursue claims tied to alleged conduct in India and a 2021 Adani Green Energy bond sale that was not listed on a US exchange. The challenge, filed in federal court in Brooklyn, marks the most direct legal pushback yet from the Adanis against a case that has hung over the group since late 2024.

Their lawyers told the court the SEC’s complaint is legally defective on several fronts. They said there is no credible evidence backing the alleged bribery scheme, that neither Gautam Adani nor Sagar Adani was sufficiently involved in the 2021 bond offering to support securities fraud claims, and that the regulator cannot apply US law to conduct that they say took place entirely outside the United States. The filing also argues there was no intent to defraud and no basis for personal jurisdiction in New York. Reuters reported that the Adanis plan to file a formal motion to dismiss by April 30.

The SEC case stems from allegations first set out in November 2024. The regulator said Gautam Adani, chairman of Adani Green Energy, and Sagar Adani, an executive director on the board, orchestrated a scheme involving promises or payments of hundreds of millions of dollars in bribes to government officials in order to secure power purchase commitments at above-market rates that would benefit Adani Green and Azure Power. According to the SEC, Adani Green then raised $750 million in a September 2021 note offering, including about $175 million from US investors, while offering documents contained materially false or misleading statements about anti-bribery and anti-corruption practices.

That framing is central to the regulator’s jurisdictional argument. US securities law does not require a foreign company to list securities on an American exchange before exposure can arise; what matters is whether US investors were solicited or misled. The SEC’s 2024 litigation release said the note sale brought in more than $175 million from US investors, and Reuters reported that the civil case rests on alleged omissions in the bond documents rather than on the trading venue alone. That distinction is likely to sit at the heart of the court fight, because the defence is seeking to recast the matter as overwhelmingly foreign while the SEC has built its complaint around fundraising from American investors.

The case had already faced procedural delays before reaching this stage. Because both defendants are based in India, the SEC spent months trying to complete service. In January this year, the impasse eased when US-based lawyers for the Adanis agreed to accept legal papers on their behalf, removing an immediate hurdle and allowing the case to move forward. At that point, the parties set a schedule under which the defendants would respond within 90 days, with dismissal motions clearly in view.

A parallel criminal matter has added to the stakes, even though it has shown little public movement. Federal prosecutors in the Eastern District of New York unsealed criminal charges on November 20, 2024, the same day as the SEC’s civil action was filed. Reuters said there have been no public developments in the criminal case since December 2024, leaving investors and legal observers with an unusual split screen: an active civil enforcement dispute moving through procedural stages while the criminal side remains largely out of sight.

For the Adani group, the courtroom contest matters beyond the immediate allegations. The conglomerate has spent much of the past two years trying to steady international investor confidence after successive scrutiny over governance, disclosure and leverage. Market sensitivity to the US proceedings was plain in January, when group companies lost about $12.5 billion in market value after news of another SEC filing tied to service of summonses. That reaction underlined how sharply legal developments in New York can still reverberate through the group’s listed entities.
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