A US federal judge has granted a request from billionaire Gautam Adani and his nephew Sagar Adani for a pre-motion conference, advancing their effort to dismiss a securities fraud lawsuit filed by the US Securities and Exchange Commission (SEC). The petition states that the SEC suit lacks necessary jurisdiction and fails on multiple reasons.
The order, issued by Judge Nicholas G. Garaufis of the US District Court for the Eastern District of New York, states, “The court has received Defendants’ letter requesting a pre-motion conference on their anticipated motion to dismiss the Complaint. The court GRANTS that request and DIRECTS the parties” to schedule the conference.
The Adanis’ legal team, which includes Sullivan & Cromwell LLP for Gautam Adani and Nixon Peabody LLP along with Hecker Fink LLP for Sagar Adani, informed the court on April 7 that they plan to file a formal motion to dismiss the SEC’s complaint by April 30, 2026. The lawyers said there was no credible evidence supporting the alleged bribery scheme.
They argued that the case is “legally flawed on multiple grounds,” including lack of personal jurisdiction, impermissible extraterritorial application of US securities laws, inactionable “puffery” in alleged misstatements, and insufficient ties of the defendants to the transaction.
Background of the Case
The SEC filed the civil fraud lawsuit in November 2024, alongside a related criminal complaint from the US Department of Justice. The regulator alleged that Adani Group Gautam Adani and Sagar Adani, Executive Director at Adani Green Energy, orchestrated a scheme to pay over $250 million in bribes to Indian officials to secure solar energy contracts between 2020 and 2024. It further claimed they concealed this alleged scheme from investors and banks during Adani Green Energy’s $750 million bond offering in September 2021.
Adani Green Energy, the renewable energy arm of the diversified Adani Group, conducted the bond sale under exemptions (Rule 144A and Regulation S) for private placements and offshore offerings. The bonds were not registered with the SEC or traded on US exchanges. They matured and were fully repaid with principal and interest in 2024, with no alleged investor losses.
The Adani Group has consistently denied the allegations, noting that no Adani entities or executives have been charged under the US Foreign Corrupt Practices Act and that Adani Green Energy itself is not a party to the proceedings.
Key Arguments for Dismissal
In their pre-motion letter, the Adanis’ lawyers contended that the case involves Indian defendants, an Indian issuer, securities not registered or traded in the US, and conduct alleged to have occurred entirely in India, making it an improper extraterritorial application of US law. There are no plausible allegations linking Gautam Adani to drafting, reviewing, or approving any specific misstatements, or showing he even knew about them.
The plea stated, “Adani Green sold all of the notes from the Offering outside the United States, via a Subscription Agreement, to non-US underwriters, who later resold the Notes to QIBs. A fraction of those resales — in transactions to which Adani Green was not a party — are alleged to have been made to ‘investors in the United States’.” It added that the complaint does not allege that Gautam Adani approved the issuance, attended key meetings, or directed any activity at US investors.
The plea further said that as SEC could not charge Adanis under the US Foreign Corrupt Practices Act, the charges were filed as a securities fraud case. The filing also contends that the SEC’s case is impermissibly extraterritorial, noting the securities were not listed in the United States, the issuer is Indian, and the alleged misconduct occurred entirely in India. The plea states that SEC has failed to show any transaction in the USA, that is required to apply the US securities laws.
They added that the alleged statements about ESG commitments, anti-corruption policies, and corporate reputation amount to non-actionable “puffery”, vague optimism that reasonable investors would not rely on as guarantees. The defendants said the SEC does not allege any investor losses, adding that the bonds matured and were fully repaid with interest in 2024.
Moreover, no credible evidence supports the bribery claims in the context of US securities laws, and there were no US companies or customers involved in the Indian solar projects, the plea stated.
“The alleged bribery scheme relates to a solar energy project in India for the provision of renewable power in India. There is no allegation that any US company bid on the project, or that any US customer purchased energy in the project. In fact, there was no such US involvement,” the plea said.
The proceedings had been delayed for over a year due to challenges in serving notices on the India-based defendants.
Market cheers the order
Following the court’s order, shares of Adani Group companies surged significantly, with some rising up to 12-13% in trading on April 8.
The pre-motion conference will allow the parties to discuss the anticipated dismissal motion. If successful, it could lead to the case being thrown out early, avoiding a lengthy discovery process and trial.
This ruling marks a notable step in the Adanis’ defence against the high-profile case, which has drawn international attention since the allegations surfaced. The Adani Group has continued to access global capital markets, including investments from major firms like BlackRock, even after the charges were filed.
