The Adani Group has scored a procedural win in the United States after a federal court allowed it to seek dismissal of a civil case filed by the Securities and Exchange Commission (SEC). The court granted Adani's request for a pre‑motion conference, clearing the way for the conglomerate to formally argue that the regulator's case should be thrown out for lack of jurisdiction.
In an alert to the market, Adani confirmed it has moved to dismiss the SEC action, maintaining that the regulator has overreached by attempting to apply US securities laws to transactions that were, the group says, overwhelmingly offshore in nature. The court order does not rule on the merits of the case but allows Adani to present its jurisdictional challenge in detail before filing a full dismissal motion.
Details of Adani's Plea
At the heart of Adani's argument is the claim that the bond issuances under scrutiny have no meaningful US nexus. The group told the court that Adani Green Energy is not a US‑listed company and that the bonds in question were issued, sold and settled outside the United States.
According to the filing, the offerings relied on Rule 144A and Regulation S exemptions and were sold entirely to non‑US underwriters. Any subsequent resales into the United States, Adani argues, were carried out downstream by third parties, without any involvement from the issuer. On that basis, the group says the SEC has failed to demonstrate a domestic securities transaction, a prerequisite for US jurisdiction.
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The SEC contends that settlement through the Depository Trust Company (DTC) in New York creates a sufficient US connection. Adani has countered that DTC settlement is a back‑end, mechanical process and does not convert a foreign transaction into a US one. It describes the enforcement action as “impermissibly extraterritorial”.
Adani has also attacked the substance of the allegations. It says there were no investor losses, noting that the bonds were fully repaid with interest in 2024. ESG‑related statements cited by the SEC are described as general and aspirational, amounting to non‑actionable corporate puffery, with risk disclosures explicitly warning of potential anti‑bribery exposure.
The group disputes alleged bribery claims, arguing they are unsupported and have been improperly recast as securities fraud. It further states that Gautam Adani had no role in the bond issuance, and that the complaint fails to link Sagar Adani to any misstatements.
The case now turns on whether the court accepts Adani's jurisdictional challenge at the dismissal stage.nimi
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