US SEC Settles Civil Lawsuit Against Gautam Adani, Sagar Adani

According to media reports, Court documents show that Gautam Adani agreed to pay civil penalties of $6 million, while his nephew Sagar Adani, agreed to pay $12 million. The proposed settlement doesn't include an admission of guilt, said news reports.

The US SEC had earlier alleged that Gautam Adani, Sagar Adani and others orchestrated an alleged USD 250 million-plus bribery scheme between 2020 and 2024 to secure solar energy contracts in India.

On April 8, the U.S. District Court for the Eastern District of New York had accepted a plea filed by the counsels for Gautam and Sagar Adani for a pre-motion conference to dismiss the case.

The councils for Gautam and Sagar Adani informed that they intended to seek to dismiss the US SEC's complaint and, as part of this process, have submitted a letter with the East District New York (EDNY) judge informing the Court that the Defendants are prepared to attend a pre-motion conference should the Court wish to schedule one.

In the letter, the Defendants briefly set out their grounds for dismissal of SEC's complaint, including that the court concerned lacks personal jurisdiction over the Defendants and the claims against them, the SEC's claims are impermissibly extraterritorial, the alleged misstatements by the Defendants are too vague and general for any reasonable investor to rely upon as a guarantee of any concrete fact or outcome, making them in-actionable, and the Defendants' lack of involvement in the transaction bars the SEC's claims against them.

According to the counsels, in September 2021, AGEL conducted a USD 750 million bond offering pursuant to SEC Rule 144A and SEC Regulation S, which are registration exemptions for private resales to qualified institutional buyers (QIBs) and non-US sales. AGEL sold these bonds outside the US through an agreement to non-US underwriters, who then resold the Notes to QIBs. A fraction of those resales is alleged to have been made to "investors in the United States". AGEL was not a party to these transactions, the lawyers said in the letter to the court.

The defendants said that the grounds for dismissal also include the SEC's failure to state a claim on the basis that the defendants are neither based in the US nor conduct activities there that would grant the court jurisdiction and the alleged actions involve non-US entities outside the scope of US law.

The defendants also said that even if the claims are accepted at face value, the complaint fails to establish any actionable legal violation or meet the threshold required to proceed.The defendants said that the Court lacks personal jurisdiction over defendants and the claims against them should be dismissed under Rule 12(b)(2).

The claims according to the lawyers "involve Indian Defendants, an Indian issuer, securities not registered with the SEC and not traded on U.S. exchanges, and underlying conduct alleged to have occurred exclusively in India."

The councils said, the SEC has not alleged underwriters who purchased the bonds from AGEL were US institutions as they were not, or that the Subscription Agreement underlying the purchases was governed by US law as it wasn't.

Meanwhile, a New York Times Report on Thursday (local time) had claimed that the US Justice Department is contemplating dropping charges against Gautam Adani.

The report said that this move has come after Adani hired a new legal team led by Robert J Giuffra Jr. who is part of Sullivan & Cromwell LLP. Giuffra Jr. is also one of US President Donald Trump's personal lawyers, says the NYT Report.

The report further suggests that Giuffra had a meeting last month at the Justice Department's headquarters in Washington. Citing people familiar with that meeting NYT reports that the council outlined why prosecutors lacked evidence and even jurisdiction to bring the case. The report claims that the council also suggested that Adani could be willing to invest USD 10 billion in the American economy creating 15,000 jobs should the charges be dropped.

NYT reported that prosecutors told the council that such an investment would not have a bearing on the case. However, the council's offer did get a favourable response from one Justice Department official reported NYT citing people familiar with the meeting.

- ANI