SEC v. Cyril Sebastien Dominique Cabanes, No. 1:24-cv-08080, Eastern District of New York (Nov. 20, 2024) — Complaint

UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF NEW YORK

________________________________________________
:
SECURITIES AND EXCHANGE COMMISSION, :
:
Plaintiff, :
:
v. :     Civil Action. No. 24-CV-8081
 :
CYRIL SEBASTIEN DOMINIQUE CABANES, :      JURY TRIAL DEMANDED
 :
Defendant. :
________________________________________________:

COMPLAINT
Plaintiff Securities and Exchange Commission (the “Commission” or “SEC”) alleges the
following against defendant Cyril Sebastien Dominique Cabanes (“Cabanes” or the
“Defendant”):
SUMMARY
1. Defendant Cabanes violated the Foreign Corrupt Practices Act of 1977 (“FCPA”),
a law that generally prohibits companies whose stock is publicly traded in the United States, and
individuals associated with those companies, from paying bribes to foreign officials in order to
secure business in foreign countries; here, the Republic of India.  Cabanes, formerly and at all
times relevant herein, served as a Director on the Board of U.S. issuer Azure Power Global
Limited (“Azure”), as a representative of the company’s largest stockholder, Caisse de dépôt et
placement du Québec (“CDPQ”).  CDPQ is a Montreal, Canada-based pension fund company
established by the National Assembly of Quebec, and one of the world’s largest infrastructure
investors.

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2. While serving as an Azure Director, Cabanes, and others, schemed to make
payments to state government officials in India as part of a massive bribery scheme (the “Bribery
Scheme”) to secure multi-billion-dollar energy projects for Azure and for another company,
Adani Green Energy Limited (“Adani Green”).  Both Azure and Adani Green are renewable
energy companies based in India that, respectively, own and operate power resources and sell the
power those resources generate to the government of India.
3. The genesis of the bribery scheme is in December 2019, when the Solar Energy
Corporation of India, Ltd. (“SECI”), an arm of the Indian national government, awarded Azure
and Adani Green contracts for a twelve-gigawatt (12 GW) solar energy project (the
“Manufacturing Linked Projects”).  During 2021 through 2023, Azure and Adani Green, and
executives and agents of the companies, engaged in a scheme pursuant to which Adani Green
paid or promised approximately $250 million in bribes to Indian state officials to secure
contracts necessary to move forward with the Manufacturing Linked Projects, i.e., the Bribery
Scheme.  Cabanes became aware of and actively participated in the Bribery Scheme, including
via the means of U.S. interstate commerce, no later than May 6, 2022.
4.  Beginning no later than May 2022 Cabanes communicated with Azure officials
through various means, including WhatsApp messages that were sent and received in the United
States using the means of interstate commerce, along with other electronic communications,
about the Bribery Scheme.  As a result of, and reflected in these communications, Cabanes knew
that executives of Adani Green had met with Azure representatives, including the Chairman of
Azure’s Board of Directors (the “Azure Chairman”), to pursue payment from Azure for its
agreed upon one-third share of bribes that the executives from Adani Green had paid or promised
to pay state government officials in India.  Cabanes also sent and received WhatsApp

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communications, and other communications, to and from the United States, using means of
interstate commerce, to advance Azure’s participation in the Bribery Scheme.
5. With full knowledge of the agreement that Azure executives, including the Azure
Chairman, had entered into with Adani Green and its executives and officials to pay Azure’s
share of the corrupt payments, Cabanes took steps in furtherance of the authorization of bribes to
state government officials in India by directing the Azure Chairman, and others at Azure and
CDPQ, to find a “commercially doable deal” that would enable the Adani executives and
officials and Adani Green to collect from Azure.
6. In furtherance of the scheme Cabanes also participated in efforts with the Azure
Chairman to conceal information about the Bribery Scheme from the Azure Board of Directors
and Azure’s attorneys, among others.
7. By virtue of the foregoing conduct and as alleged herein, Cabanes violated the
Anti-Bribery Provisions of the Foreign Corrupt Practices Act Exchange Act Section 30A, 15
U.S.C. §78dd-1.
8. Unless restrained and enjoined Cabanes will engage in the acts, practices,
transactions, and courses of business set forth in this Complaint or in similar acts, practices,
transactions, and courses of business.
AUTHORITY, JURISDICTION AND VENUE
9. The Commission brings this action pursuant to enforcement authority conferred
by Section 21(d)(1) of the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C.
§§78u(d) (1)].  The Commission seeks imposition of a civil penalty against Cabanes pursuant to
Section 21(d)(3) of the Exchange Act [15 U.S.C. §78u(d)(3)], an officer and director bar
pursuant to Section 21(d)(5) of the Exchange Act  [15 U.S.C. §78u(d)(5)], and such other and

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further relief as the Court may deem just and proper.
10. This Court has jurisdiction over this action pursuant to Sections 21(d), 21(e) and
27 of the Exchange Act [15 U.S.C. §§78u(d), 78u(e) and 78aa].
11. Venue is appropriate in this Court under Section 27 of the Exchange Act [15
U.S.C. §§78aa] because certain acts or transactions constituting the violations of the federal
securities laws detailed herein occurred in this district, including travel through the district and
the transmission of electronic messages in and through the district, all in connection with those
violations.
12. Cabanes directly or indirectly made use of the means and instrumentalities of
United States interstate commerce in connection with the acts, practices, and courses of business
alleged herein.
DEFENDANT
13. Cyril Sebastien Dominique Cabanes (“Cabanes”), age 50, is a citizen of France and
resident of Singapore.  He previously was a member of Azure’s Board of Directors and was
employed by CDPQ as its Head of Infrastructure for the Asia-Pacific region.
RELATED ENTITIES AND INDIVIDUALS
14. Azure Power Global Limited (“Azure”) is a limited company organized under the
laws of Mauritius with its principal place of business in New Delhi, India.  During the relevant
period Azure was a publicly traded company, with a class of common stock previously registered
with the Commission pursuant to Section 12(b) of the Exchange Act, trading under the symbol
“AZREF” on the New York Stock Exchange.  On November 13, 2023, Azure’s stock was
delisted for failure to file reports with the Commission.  On April 3, 2024, Azure filed a Form 15
suspending its Exchange Act reporting obligations.  Azure is a renewable energy company that

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develops, owns and operates utility-scale grid-connected solar farm projects.  Azure specializes
in building and operating solar farms, thereby producing and selling solar power in India.
15. Caisse de dépôt et placement du Québec (“CDPQ”) is a Montreal, Canada-based
pension fund company established by the National Assembly of Quebec and one of the world’s
largest infrastructure investors.  It is the parent company of Azure’s largest shareholder and
controls four seats on its Board of Directors, including appointment of the chairperson and three
others.
16. “Azure Chairman” is a citizen and resident of the United Kingdom.  He
previously was the Chairman of Azure’s Board of Directors and briefly served as its interim
Chief Executive Officer.
17. “Azure CEO” was the Chief Executive Officer of Azure at the time of the Azure
and Adani Green contract awards and related negotiations in 2019 through 2022.  He resigned at
the company’s request in April 2022.
18. “Azure COO” was a senior executive officer of Azure at the time of the Azure
and Adani Green contract awards and related negotiations in 2019 through 2022, first holding the
title of President and then Chief Operating Officer before resigning at the company’s request in
April 2022.
19. Adani Group is an Indian multinational energy and infrastructure conglomerate
headquartered in Ahmedabad, India.  Adani Group’s holdings currently have a market
capitalization of approximately $208 billion.
20. Adani Green Energy Limited (“Adani Green”) is a public limited company
organized under the laws of India with its principal place of business in Ahmedabad, India.
Adani Green is a publicly traded company majority-owned by Gautam Adani, the Adani Group,

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and other Adani family members.  Adani Green is a renewable energy company that develops,
owns and operates utility-scale grid-connected solar farm projects.
21. Gautam Adani is a citizen of India believed to reside in Ahmedabad, India.  He is
the founder of both the Adani Group and Adani Green.  Since 2015, Gautam Adani has served
on Adani Green’s Board of Directors.  He currently serves as a member of its four-person
Management Committee.
22. Sagar Adani is a citizen of India believed to reside in Ahmedabad, India.  Sagar
Adani is Gautam Adani’s nephew.  Since October 2018 he has been the Executive Director of
Adani Green’s Board of Directors.  He is currently Chairman of Adani Green’s four-person
Management Committee.
23. Solar Energy Corporation of India, Ltd. (“SECI”) is a company of the Ministry of
New and Renewable Energy (“MNRE”), Government of India.  SECI is responsible for
implementing Indian central government programs related to renewable energy, including
funding large solar projects like those Azure and Adani Green build and operate.
FACTUAL ALLEGATIONS
I. Azure and Adani Green Promised or Paid Bribes to State Government Officials
in India to Obtain Lucrative Contracts for Manufacturing Linked Projects.

The Manufacturing Linked Projects
24. In 2014, the Indian central government announced a goal of achieving 175
gigawatts (“GW”) of renewable energy production capacity in India, including at least 100 GW
of solar energy production capacity by 2022.  At the time, renewable energy accounted for
approximately 17 percent of all energy production capacity in India.  The Indian central
government sought to more than double that number.
25. In anticipation of this effort the Indian central government previously had

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instituted Renewable Energy Purchase Obligations that required Indian state-owned energy
distribution companies (“DISCOMs”)—which are responsible for buying power and transmitting
it to consumers within their respective regions—to buy and distribute to consumers certain
minimum amounts of renewable energy.
26. Azure and Adani Green are renewable energy companies based in India.  Azure
specializes in building and operating solar farms, which generate electricity that is then supplied
to the power grid.  Adani Green develops, owns and operates utility-scale grid-connected solar
and wind farm projects.  Azure, like Adani Green, primarily derives its revenue by selling
electricity to Indian central government agencies and to DISCOMs, typically under long-term
fixed-price Power Purchase Agreements (or “PPAs”) that set the price (or “tariff”) that the
purchaser will pay for power for the duration of the contract.
27. In June 2019, SECI, a renewable energy agency of the Indian government,
announced a Request for Selection (“RfS”) seeking bids from solar power developers for the
construction of a solar cell and module manufacturing plant that would be linked to SECI’s
agreement to purchase power from the developer(s) with the winning bid(s).
28. Broadly described, SECI sought solar power developers to construct a plant or
plants in India capable of producing solar power component parts domestically (like cells,
modules, or wafers) and, in exchange for that construction and manufacturing, SECI would
contract to purchase power from the developer(s) in an amount equal to a multiple of the power
generating capacity of the solar components manufactured.  The related projects became known
as the Manufacturing Linked Projects.
29. Multiple companies, including Azure and Adani Green, submitted responses to
what became an amended RfS.  On December 10, 2019, as part of a government tender, SECI

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jointly awarded Azure and Adani Green contracts for the Manufacturing Linked Projects.
Pursuant to Letters of Award issued by SECI, a) Adani Green would be responsible for and stood
to benefit from two-thirds of the Manufacturing Linked Projects, and b) Azure would be
responsible for and stood to benefit from one-third.  Both Azure and Adani Green were projected
to earn billions in revenue from the Projects.
30. Azure announced that it had won a portion of the RfS at an investor presentation
on January 16, 2020, disclosing that SECI had awarded it a portion of the projects for the
construction of a manufacturing plant or plants to produce solar power components with 1 GW
capacity.  In turn, SECI would contract to buy 4 GWs of solar power from Azure.
31. Five months later, on June 9, 2020, Adani Green followed suit, issuing a press
release titled, “Adani Green Energy Wins The World’s Largest Solar Award; Leapfrogs Towards
Goal Of 25 GW Of Installed Capacity By 2025.”  The announcement noted that SECI had
selected Adani Green to be awarded a portion of the projects associated with the RfS, and that it
would build a manufacturing plant or plants to produce solar components with 2 GW capacity.
In turn, SECI would contract to buy 8 GW of solar power from Adani Green.
32. Despite the announcements, SECI’s Letters of Award to Azure and Adani Green
did not guarantee that SECI would purchase any power from them or that they would earn any
revenue or profits.  More needed to be done.  At minimum, two additional contractual steps were
required.  First, SECI needed to enter into Power Supply Agreements (“PSAs”) with the
DISCOMs (the Indian state-owned energy distribution companies) under which the DISCOMs
would agree to buy energy from SECI at solar power prices consistent with those SECI had
agreed to pay Azure and Adani Green in the Letters of Award.  Second, after contracting with
the DISCOMs, SECI needed to enter into PPAs, (again, Power Purchase Agreements) with

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Azure and Adani Green, respectively, pursuant to which SECI would buy power from each of
them (which SECI would then resell to the DISCOMs under the PSAs).
33. Under the terms of the RfS, SECI was expected to enter into PPAs with Azure
and Adani Green within 90 days of issuing the Letters of Award.  That did not happen.  Instead,
the PPAs took more than 18 months—and were executed by SECI only after Azure and Adani
Green, acting through various senior executives and officials, undertook a massive bribery
scheme.
34. The problem was economics.  The price SECI accepted for Azure and Adani
Green to sell power related to the Manufacturing Linked Projects turned out to be too high.
When SECI attempted to contract with Indian state governments and DISCOMs to offload power
at prices consistent with the amounts to be paid to Azure and Adani Green, the Indian state
governments refused.  Their refusals were overcome only when Azure and Adani Green, acting
through various senior executives and officials, paid or promised to pay, in aggregate, hundreds
of millions of dollars of bribes to state government officials in India.
The First Stage of the Bribery Scheme
35. After SECI issued Letters of Award to Azure and Adani Green for the
Manufacturing Linked Projects, and accepted their proposed tariffs as amounts at which SECI
would buy solar power from them for the next twenty-five years, SECI attempted to enter into
PSAs to sell that power to Indian state governments and state DISCOMs at prices consistent with
the Letters of Award.
36. The Indian state governments and DISCOMs, however, refused to contract with
SECI, mainly because certain aspects of the Indian renewable energy market had shifted and
caused downward pressure on solar power prices.  Without those PSAs the Letters of Award held

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by Azure and Adani Green were virtually worthless.
37. Meanwhile, between the December 10, 2019, award and June 2020, Azure and
Adani Green negotiated with SECI as to, among other things, contract options and amendments
that would increase the size of the overall award.  The ultimate size of the award was twelve
gigawatts (billions of watts) of power (i.e., 12GW).
38. Azure’s share of the award corresponded to four gigawatts of power (i.e., 4 GW);
Adani Green’s was 8 GW.  Azure estimated that it would garner approximately $2 billion in
profits over a 20-year period from the award and its work on the Manufacturing Linked Projects.
But only if SECI was able to enter into the hoped-for PSAs with Indian state governments and
DISCOMs.
39. But Indian state governments and DISCOMS continued to balk at entering into
PSAs with SECI to purchase energy at the prices in the contracts awarded to Azure and Adani
Green.  Because of energy markets fluctuations and renewable energy auctions in India after the
2019 tender that resulted in lower pricing, the state governments and DISCOMs rightfully
believed they would be able to purchase power less expensively elsewhere.  Without PSAs there
would be no PPAs, and without the PPAs, the Manufacturing Linked Projects were not
commercially viable.  Further pressure came when SECI’s parent within the Indian government,
the MNRP, threatened to cancel the awarded contracts due to the pricing challenges.
40. The bottom line for both Azure and Adani Green was that they each stood to lose
billions of dollars of potential revenue unless Indian state governments and their related
DISCOMs entered into PSAs with SECI.
41. These developments prompted Azure and Adani Green to renegotiate the contract
pricing with SECI and, on December 25, 2020, the companies agreed to price reductions.

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Despite the reductions, however, SECI still was not able to secure the necessary PSAs.
42. Contemporaneous with these legitimate efforts, senior executives and officials of
Azure and Adani Green schemed to pressure and to propose to pay “incentives” directly to state
government officials in India (i.e., bribes) to cause Indian state government entities and the
related DISCOMs to enter into PSAs with SECI at prices favorable to Azure and Adani Green.
43. For instance, on November 24, 2020, Sagar Adani wrote to the Azure CEO via
WhatsApp regarding efforts to place the Manufacturing Linked Projects power and related
discussions with CDPQ:  “Yes sir, of course we will push hard to get it through to the finish
line.”  The Azure CEO responded:  “[T]he advantage we have is that the discoms are being
motivated . . . .”  Sagar Adani replied:  “Yup . . . but the optics are very difficult to cover.”
44. On February 25, 2021, in a subsequent WhatsApp exchange regarding the Indian
states of Jammu and Kashmir and Chhattisgarh as potential purchasers of the Manufacturing
Linked Projects power, Sagar Adani wrote to the Azure CEO:  “Just so you know, we have
doubled the incentives to push for these acceptances.”  The motivation and incentives referred to
in the WhatsApp messages were bribes payments to state government officials in India.
45. By June 2021—a year after SECI issued a Letter of Award to Adani Green and
fifteen months after Azure had announced that it had been selected for the Manufacturing Linked
Projects—SECI had still not entered into Power Supply Agreements with Indian state
governments related to the Letters of Award and Manufacturing Linked Projects.
46. That month, Azure stated publicly that its potential profits related to the
Manufacturing Linked Projects were at risk:
     [SECI] has informed us that so far there has not been adequate response from the state
     electricity distribution companies (‘DISCOMs’) for SECI to be able to sign the Power
     Sale Agreement (‘PSA’) at this stage even though we have a [Letter of Award].  SECI
     has mentioned that they will be unable to sign PPAs until PSAs have been signed, and

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     they have committed to inform Azure Power of developments in their efforts with the
     DISCOMS.  Capital costs, interest rates and foreign exchange rates have improved since
     Azure Power won the 4 GW auction in December 2019 which have resulted in lower
     tariffs in other recent SECI auctions. . . .  We expect a tariff markdown from the price
     achieved in the auction, which will facilitate signing of PSAs.  We will continue our
     discussions with SECI towards signing PPAs in respect of the 4GW tender and believe
     the PPAs to be signed in tranches over a period of time.

47. Soon thereafter, Gautam Adani and Sagar Adani increased the pressure on Indian
state government officials.  Through their personal involvement and promises to pay or actual
payment of hundreds of millions of dollars of bribes, some DISCOMs began to enter into PSAs
with SECI.
48. Adani Green executives and kept track of the bribes, creating and maintaining
records of bribes that had been paid or promised to numerous Indian states and Indian state
officials to induce them to cause the Indian states to buy renewable energy from SECI.
49. For instance, according to an Adani Green record, a bribe equal to hundreds of
thousands of dollars was paid or promised to government officials in the Indian state of Odisha
to cause Odisha to enter into a PSA with SECI for the purchase of 500 MW of power.
50. Consistent with the Adani Green record, SECI announced its first Power Supply
Agreement related to the Manufacturing Linked Projects in July 2021, pursuant to which the
Grid Corporation of Odisha agreed to buy 500 MW of power capacity from SECI.
51. In August 2021, Gautam Adani met with the Chief Minister of a second Indian
state, Andhra Pradesh, about the fact that Andhra Pradesh had not entered into a Power Supply
Agreement with SECI and the “incentives” needed to cause Andhra Pradesh to do so.  Sagar
Adani had a subsequent meeting with the Chief Minister on September 12, 2021.
52. At or in connection with these meetings, the Adanis (Gautam and Sagar) paid or
promised a bribe to Andhra Pradesh government officials to cause the relevant Andhra Pradesh

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government entities to enter into PSAs with SECI for the purchase of 7,000 MW of power
capacity.  Adani Green records and later statements by Adani Green executives to the Azure
Chairman indicated that the Andhra Pradesh bribe payment was approximately $200 million.
Shortly after these meetings Andhra Pradesh agreed in principle to execute a PSA with SECI that
would directly benefit Adani Green and Azure.
53. Within weeks, the Andhra Pradesh government was quoted as saying, “[i]n the
Cabinet meeting held last month, it was decided to accept SECI’s offer.  After deliberation, the
State decided to tap 7,000 MW in the first phase.”
54. In other words, the “incentives” worked.  A contemporaneous Adani Green record
lists particular Indian states (Odisha, [Jammu and Kashmir], Tamil Nadu, Chhattisgarh,
Maharashtra, Kerala, [Andhra Pradesh], and Bihar) and the accompanying amount of power to
be purchased by the respective states from SECI.  The same record lists, for each state, the
amount of a bribe to be paid and, in some cases, the recipient.  For example, Andhra Pradesh
negotiated to purchase 7,000 MW of power from SECI under a PSA.  As part of that
agreement—and consistent with what was communicated to Azure executives during in-person
meetings in Ahmedabad—the rate of 25 lakh (or “25L,” with one lakh equal to 100,000 rupees)
per megawatt was used to calculate the amounts promised or paid to officials in Andhra Pradesh.
That is, 7,000 megawatts multiplied by 25 lakh, which equals 17.5 billion rupees, or 1,750 crore
(a multiple of ten billion rupees)—i.e., more than $200 million.  As the record indicates, these
Andhra Pradesh officials included the Chief Minister (or “CM”).
55. Once it gathered steam, the Bribery Scheme worked quickly and effectively.
Between July 22, 2021, and December 1, 2021, SECI entered into PSAs with DISCOMs in
Odisha, Chhattisgarh, Tamil Nadu, and Andhra Pradesh.  In later meetings in the spring and

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summer of 2022, the Adanis outlined to the Azure Chairman how the Bribery Scheme worked
and how it successfully generated these PSAs.  The Adanis also explained that Azure’s recently
deposed CEO and COO were willing participants in the scheme and that they had assured the
Adanis that Azure would pay its fair share of the bribes.
56. Those PSAs allowed SECI to enter into Power Purchase Agreements (the PPAs)
with Azure and Adani Green that implemented the terms of the Letters of Award and under
which those two companies stood to earn billions of dollars from the Manufacturing Linked
Projects.
57. On December 14, 2021, Adani Green issued a press release titled, “Adani Signs
World’s Largest Green PPA With SECI,” announcing that SECI had contracted to buy nearly 5
GW of power from Adani Green related to the Manufacturing Linked Projects.  The sudden good
fortune for Azure and Adani Green prompted speculation in the marketplace about the contract
awards.
58. On December 6, 2021, the Azure CEO and Azure COO attended a meeting at a
coffee shop with CDPQ’s Country Head for India and CDPQ’s Director of Infrastructure for
South Asia, who also was a member of Azure’s Board of Directors, at which they discussed
market rumors that the Adanis had somehow facilitated signing of the PSAs.
59. One of the attendees at this coffee shop meeting, CDPQ’s Director of
Infrastructure for South Asia, subsequently wrote “FYI” and forwarded to Cabanes an email
summarizing the December 6 meeting in which he referenced “the rumor ... regarding potential
third party involvement (i.e. corrupt and/or unethical practices) behind the signing of the
remaining manufacturing linked PPAs with the state of Andhra Pradesh.  We appreciate you
raising the concern . . . .”

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60. On December 15, 2021, the Azure CEO and the Azure COO met with Gautam
Adani in Ahmedabad.  The same day the Azure COO created an Excel file named “sale value of
manu ppa” reflecting possible transactions that would result in Adani Green acquiring some
portion of Azure’s assets related to the Manufacturing Linked Project’s PPAs.
61. On December 16, 2021, Azure signed PPAs with SECI for 2.3 GW of power
mapped to the Indian state of Andhra Pradesh.
II. Cabanes Joins the Bribery Scheme When Azure’s CEO and COO Resign and
Coordinates an Extensive Cover-Up Within Azure.

 The Adanis Seek to Collect Azure’s Share of the Bribes

62. On September 30, 2021, CDPQ, with Cabanes participating, appointed the Azure
Chairman as Chairman of Azure’s Board of Directors.  The Azure Chairman had had no
substantive involvement with the contract awards for the Manufacturing Linked Projects, or with
any discussions or negotiations involving any Adani Green officials.  That changed in spring
2022.
63. A meeting between Adani Green executives—including Gautam Adani—and
Azure executives was scheduled to occur in India on April 25, 2022.  The plans for the meeting
were affected when the Azure CEO (and the Azure COO) resigned shortly before the meeting on
request of the company.
64. Shortly thereafter, Gautam Adani requested that the Azure Chairman attend a
rescheduled meeting four days later, on April 29, 2022.  A more junior Azure executive
accompanied him.  During the meeting Gautam Adani described to the Azure Chairman the steps
that he had personally taken to overcome the unwillingness of Indian state government and
DISCOM officials to enter into PSAs with SECI.  Those steps included his incurring
“expenditures,” which in the context of the discussion the Azure Chairman understood to refer to

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bribes the Adanis and Adani Green had promised or paid to secure the PSAs.  Gautam Adani
also explained that previous Azure executives, specifically the recently resigned Azure CEO and
COO, were complicit in the scheme and had agreed to pay Azure’s share of the bribes.
65. Gautam Adani sought to collect Azure’s share of the bribes, which meant tens of
millions of dollars.  To punctuate the discussion an Adani Green record that detailed Azure’s
share of the bribes promised or made to state government officials in India by the Adanis and
Adani Green was read aloud to the Azure Chairman and the more junior Azure executive present
at the meeting.
66. Within days of the April 29 meeting, which was on a Friday, the Azure Chairman
updated Cabanes.  Cabanes, as a Director on Azure’s Board and a senior executive employed by
Azure’s primary stockholder, CDPQ, had the authority to direct the actions of certain CDPQ
personnel who reported to him—including other members of Azure’s board—as well as the
actions of Azure’s executive team.  In addition, as the CDPQ executive who had hired the Azure
Chairman and appointed him as Chairman of Azure’s Board on September 30, 2021, Cabanes
held significant professional influence over him.
67. On Monday, May 1, 2022, the Azure Chairman wrote to Cabanes via WhatsApp:
“It was an interesting week, and Friday [April 29, 2022] was particularly interesting.  I met on
Friday night for a debrief.  My suggestion is that we brief you on some of the detail once we
have done more work on it and have a proposed way forward. . . . We are working on
understanding exactly what the issues are and what our options might be, then will craft a way
forward.  Free to catch up on the phone any time.”  Cabanes responded:  “Can I call you late
tonight when I get to the airport (10pm)?”  :  “Sure – for you 24/7 . . . But keep some distance on
some of the details.”

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68. Later the same day the Azure Chairman spoke with Cabanes by telephone and
described in detail his April 29 meeting with Gautam Adani.  He told Cabanes that Adani had
sought to collect Azure’s share of the bribes to state government officials in India relating to the
Manufacturing Linked Projects, both for the 2.3 GW PPAs and a 650 megawatt (MW) PPA.  The
Azure Chairman recounted that Gautam Adani stated, in summary, that Azure owed
approximately one-third of the total bribes promised or paid and that Azure’s share was the
equivalent of approximately $83 million.  Cabanes was aware of a high probability that the bribe
payments promised by Gautam Adani and other Adani Green executives were incomplete; that
is, some of the promised bribes had been paid and others were still owed.
69. Cabanes directly or indirectly made use of the means and instrumentalities of
United States interstate commerce in connection with the acts, practices, and courses of business
he engaged in to further the Bribery Scheme.  Cabanes, knowing that Adani Green executives
had told Azure executives that Adani Green needed to collect Azure’s one-third share of the
bribes in furtherance of their agreement to pay off the government officials who had facilitated
signing of the PSAs underlying the 2.3 GW and 650 MW PPAs, took steps while physically
present in the U.S. in furtherance of the authorization of a transaction to fund these bribe
payments.
70. Between April and June 2022, Gautam Adani and Sagar Adani, together with
Vneet Jaain, Adani Green’s CEO and a member of its Management Committee, met in person in
India multiple times with the Azure Chairman and other Azure officials and discussed how
Gautam Adani, with Sagar Adani’s assistance, had promised or paid bribes to state government
officials in India to procure contracts between the Indian states and SECI.  The Adanis
repeatedly sought to collect from Azure its agreed-upon share of those bribes.

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71. In those meetings, Gautam Adani detailed, among many other things, how, in
mid-to-late 2021, Indian state governments had been reluctant to enter into PSAs with SECI,
how he personally intervened, and how he paid or promised bribes to state government officials
in India to persuade them to enter into PSAs.
72. Gautam Adani detailed how his efforts had succeeded in winning business for
both Adani Green and Azure, who would benefit from their respective shares of the
Manufacturing Linked Projects.
73. Gautam Adani further insisted that Azure pay one-third of the bribes paid or
promised to Indian state government officials, an amount equal to tens of millions of dollars.
74. Following the meetings with the Adanis, the Azure Chairman and Cabanes
routinely strategized various transaction structures to pay Azure’s one-third share of the bribes
that the Adanis had paid or promised to Indian state government officials.
75. When Azure representatives informed Gautam Adani that Azure might not be
able to directly pay the amount it owed, Gautam Adani proposed that Azure satisfy its one-third
portion of the bribes through non-cash transactions.
76. Among other things, Gautam Adani proposed that, to satisfy part of Azure’s
obligation to pay one-third of the bribes, Azure cede control of its rights to the most valuable
aspect of the Manufacturing Linked Projects—its right to sell 2.3 GW of power to SECI related
to Andhra Pradesh—to Adani Green.
77. To that end, during a visit to the United States between May 5 and May 8, 2022,
Cabanes participated in a WhatsApp exchange with the Azure Chairman during which they used
the codename “SAG” or “Super Aggregator” to conceal references to Gautam Adani, while
discussing how to pay Azure’s share of the bribes.  Cabanes queried:  “Is there a commercially

19

doable deal here?” – which, in the context of their ongoing discussions, the Azure Chairman
understood that Cabanes meant a transaction that would compensate Adani Green and the Adanis
for Azure’s share of the bribery payments.
78. On May 31, 2022, the Azure Chairman updated Cabanes via WhatsApp on the
status of ongoing efforts to identify a transaction that Azure could execute to compensate Adani
Green and the Adanis for Azure’s portion of the bribes that had been paid or were promised,
writing that CDPQ and Azure executives were “talking now on fleshing out our options.”
Cabanes advocated doing a transaction with Adani:  “Sounds good.  So we have a potential deal
on the table?”
79. Throughout June and July 2022, Cabanes and the Azure Chairman regularly
communicated by telephone and other electronic means regarding their efforts to identify and
consummate a transaction that, directly or indirectly, would compensate Adani Green and the
Adanis for Azure’s share of the bribes.  They also discussed the need to conceal aspects of their
involvement in any potential transaction from others at Azure.  Cabanes repeatedly directed the
Azure Chairman and others to withhold information related to the potential deal with Adani from
others, including other members of Azure’s Board of Directors.
80. On June 18, 2022, after consultation with and direction from Cabanes, the Azure
Chairman sent a deliberately misleading email to Azure’s full Board of Directors, including
Cabanes.  The email misleadingly stated that “the economics have deteriorated significantly” as
to the Manufacturing Linked Projects, and that Azure “should probably go talk to SECI
regarding the vice [sic]we are in.”  This and related communications laid the groundwork for the
“commercially doable deal” that Azure ultimately fashioned.  The deal involved transferring the
most valuable PPA in Azure’s portfolio—the 2.3 GW contract—back to SECI under the guise of

20

“deteriorated” economics.  The manner and timing of the transfer by Azure was designed to
ensure that Adani Green and the Adanis would receive the valuable PPA.
81. In a series of communications between late June 2022 and August 4, 2022,
Cabanes took steps himself and directed others, including the Azure Chairman, to withhold
information regarding their bribery payment plans from senior personnel at Azure and CDPQ,
and from a Special Committee of the Azure Board of Directors that had been created to
investigate the Manufacturing Linked Projects.
82. On September 30, 2022, shortly before scheduled interviews by the Special
Committee of Cabanes, the Azure Chairman, and other Azure and CDPQ executives, Cabanes
and the Azure Chairman convened a telephone call with the other executives being interviewed.
The purpose of the call was for everyone to align their stories and agree that they would not fully
disclose all relevant aspects of the agreement with Adani Green and the Adanis.  All participants
on the call agreed to withhold certain information from the Special Committee and its
investigators.
83. On December 7, 2022, Azure sent a letter to SECI initiating withdrawal from its
largest portion of the Manufacturing Linked Project’s PPAs.  Cabanes and the Azure Chairman
were responsible for the letter and its contents.  The letter stated that because the portion of the
awards is “unbankable and unviable, we are impaired to proceed . . . “  These reasons were
pretextual.  The real purpose of returning the portion of the PPAs was so that the Adanis and
Adani Green could have it as satisfaction of part of Azure’s portion of the bribery payments.
84. On February 21, 2023, Azure sent a further letter to SECI seeking to return the
largest portion of its PPAs to SECI under similarly pretextual reasons, summarizing purported
“regulatory uncertainties” that left the Manufacturing Linked Project “untenable” and stating that

21

Azure was “unable to proceed” with the project.  Cabanes and the Azure Chairman were
responsible for the letter and its contents.  The pretext worked.  On December 25, 2023, Adani
Green publicly announced that it had signed a PPA for the majority of the 2.3 GW portion of the
Azure award that Azure had returned to SECI, bringing Adani Green’s total PPA total under the
2019 tender to 8,000 MW (8 GW).
85. The end result of these maneuvers was that Azure did not directly pay any money
to Adani Green or the Adanis in satisfaction of Azure’s share of the bribe payments.  Instead,
Cabanes and Azure elected to meet part of Azure’s obligation by facilitating the indirect transfer
of this lucrative corporate asset—the 2.3 GW PPA—to Adani Green and the Adanis, by first
ceding it back to SECI under pretextual reasons.  Cabanes acted in furtherance of that transfer
while knowing that the Azure Chairman was actively working to facilitate Gautam Adani’s
efforts to collect Azure’s share of the bribes.  The transaction that resulted had the economic
effect of transferring significant value to Adani Green and the Adanis from Azure.
86. Cabanes devised and directed a coordinated cover-up of the efforts to compensate
Adani Green and the Adanis for the bribery payments or promises that included:  withholding
information about the Adani deal from non-CDPQ executives at Azure, including other members
of the Board of Directors; lying to investigators, including Cabanes’s and the company’s own
lawyers; lying to attorneys and investigators; withholding information about the Adani
transactions from certain other Azure executives; colluding with others at CDPQ and Azure to
align false narratives; and, scheming with others at CDPQ and Azure to conceal their misconduct
behind a compromised “Special Committee” of the Azure Board of Directors that was deprived
of full and accurate information regarding the Adani transactions.
87. Despite retaining valuable PPAs related to the Manufacturing Linked Project,

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albeit substantially reduced by the transfers to Adani Green, Azure never received any profits
tied to the Bribery Scheme because it was interrupted by investigations related to the
Manufacturing Linked Project and its contracts.
FIRST CLAIM
Cabanes Violated the Anti-Bribery Provisions of the Foreign Corrupt Practices Act
Exchange Act Section 30A, 15 U.S.C. §78dd-1

88. The Commission realleges and incorporates by reference each and every
allegation contained in paragraphs 1 through 87 above as if set forth fully herein.
89. By engaging in the corrupt transactions described above, Cabanes, who was a
Director of Azure, a United States issuer, made use of the mails or other means or
instrumentalities of interstate commerce corruptly in furtherance of an offer, payment, promise to
pay, or authorization of the payment of, any money, offer, gift, promise to give, or authorization
of the giving of anything of value to foreign officials for the purpose of influencing their acts or
decisions in their official capacity, inducing them to do or omit to do any action in violation of
their lawful duties, securing an improper advantage, or inducing such foreign officials to use
their influence with foreign governments or instrumentalities thereof to affect or influence any
act or decision of such government or instrumentality, in order to assist Azure in obtaining or
retaining business.
90. By reason of the foregoing, Cabanes violated Section 30A of the Exchange Act
[15 U.S.C. §78dd-1].
PRAYER FOR RELIEF
 WHEREFORE, the Commission requests that the Court enter a Final Judgment that:
A.  Permanently restrains and enjoins Cabanes and each of his agents, servants, employees
and attorneys and those persons in active concert or participation with them who receive actual

23

notice of the injunction by personal service or otherwise, including facsimile transmission or
overnight delivery service, from directly or indirectly engaging in the conduct described above,
or in conduct of similar purport and effect, in violation of: Exchange Act Section 30A [15 U.S.C.
§78dd-1];
B. Permanently prohibits Cabanes from serving as an officer or director of any company that
has a class of securities registered under Exchange Act Section 12 [15 U.S.C. § 78l] or that is
required to file reports under Exchange Act Section 15(d) [15 U.S.C. § 78o(d)], pursuant to
Exchange Act Section 21(d)(5) [15 U.S.C. § 78u(d)(5)];
C. Orders Cabanes to pay appropriate civil penalties pursuant to Section 21(d)(3) of the
Exchange Act [15 U.S.C. §78u(d)(3)];
D.  Retains jurisdiction over this action to implement and carry out the terms of all orders
and decrees that may be entered; and,
E. Grants such other and further relief as the Court may deem just and proper.
JURY DEMAND
The Commission hereby demands a trial by jury on all claims so triable.
Dated:  November 20, 2024            On behalf of the Commission,

  /s/ Amy Harman Burkart
 Amy Harman Burkart
 Eric Heining*
 Martin F. Healey*
 Paul Block*
 Attorneys for Plaintiff
 SECURITIES AND EXCHANGE COMMISSION
 Boston Regional Office
 33 Arch Street, 24th Floor
 Boston, Massachusetts  02110
 (617) 573-8952 (Healey direct)
 (617) 573-4590 (fax)
 [email protected]; [email protected]
 *Not admitted in E.D.N.Y.

UNITED STATES DISTRICT COURT 
EASTERN DISTRICT OF NEW YORK 

 
________________________________________________ 

:  
SECURITIES AND EXCHANGE COMMISSION, : 

: 
Plaintiff, :  

: 
v. :     Civil Action. No. 24-CV-8081 
 :  

CYRIL SEBASTIEN DOMINIQUE CABANES, :      JURY TRIAL DEMANDED  
 : 

Defendant. :  
________________________________________________: 
 
 

COMPLAINT 

Plaintiff Securities and Exchange Commission (the “Commission” or “SEC”) alleges the 

following against defendant Cyril Sebastien Dominique Cabanes (“Cabanes” or the 

“Defendant”):  

SUMMARY 

1. Defendant Cabanes violated the Foreign Corrupt Practices Act of 1977 (“FCPA”), 

a law that generally prohibits companies whose stock is publicly traded in the United States, and 

individuals associated with those companies, from paying bribes to foreign officials in order to 

secure business in foreign countries; here, the Republic of India.  Cabanes, formerly and at all 

times relevant herein, served as a Director on the Board of U.S. issuer Azure Power Global 

Limited (“Azure”), as a representative of the company’s largest stockholder, Caisse de dépôt et 

placement du Québec (“CDPQ”).  CDPQ is a Montreal, Canada-based pension fund company 

established by the National Assembly of Quebec, and one of the world’s largest infrastructure 

investors.  

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2. While serving as an Azure Director, Cabanes, and others, schemed to make 

payments to state government officials in India as part of a massive bribery scheme (the “Bribery 

Scheme”) to secure multi-billion-dollar energy projects for Azure and for another company, 

Adani Green Energy Limited (“Adani Green”).  Both Azure and Adani Green are renewable 

energy companies based in India that, respectively, own and operate power resources and sell the 

power those resources generate to the government of India.   

3. The genesis of the bribery scheme is in December 2019, when the Solar Energy 

Corporation of India, Ltd. (“SECI”), an arm of the Indian national government, awarded Azure 

and Adani Green contracts for a twelve-gigawatt (12 GW) solar energy project (the 

“Manufacturing Linked Projects”).  During 2021 through 2023, Azure and Adani Green, and 

executives and agents of the companies, engaged in a scheme pursuant to which Adani Green 

paid or promised approximately $250 million in bribes to Indian state officials to secure 

contracts necessary to move forward with the Manufacturing Linked Projects, i.e., the Bribery 

Scheme.  Cabanes became aware of and actively participated in the Bribery Scheme, including 

via the means of U.S. interstate commerce, no later than May 6, 2022.   

4.  Beginning no later than May 2022 Cabanes communicated with Azure officials 

through various means, including WhatsApp messages that were sent and received in the United 

States using the means of interstate commerce, along with other electronic communications, 

about the Bribery Scheme.  As a result of, and reflected in these communications, Cabanes knew 

that executives of Adani Green had met with Azure representatives, including the Chairman of 

Azure’s Board of Directors (the “Azure Chairman”), to pursue payment from Azure for its 

agreed upon one-third share of bribes that the executives from Adani Green had paid or promised 

to pay state government officials in India.  Cabanes also sent and received WhatsApp 

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communications, and other communications, to and from the United States, using means of 

interstate commerce, to advance Azure’s participation in the Bribery Scheme.    

5. With full knowledge of the agreement that Azure executives, including the Azure 

Chairman, had entered into with Adani Green and its executives and officials to pay Azure’s 

share of the corrupt payments, Cabanes took steps in furtherance of the authorization of bribes to 

state government officials in India by directing the Azure Chairman, and others at Azure and 

CDPQ, to find a “commercially doable deal” that would enable the Adani executives and 

officials and Adani Green to collect from Azure.   

6. In furtherance of the scheme Cabanes also participated in efforts with the Azure 

Chairman to conceal information about the Bribery Scheme from the Azure Board of Directors 

and Azure’s attorneys, among others.  

7. By virtue of the foregoing conduct and as alleged herein, Cabanes violated the 

Anti-Bribery Provisions of the Foreign Corrupt Practices Act Exchange Act Section 30A, 15 

U.S.C. §78dd-1.   

8. Unless restrained and enjoined Cabanes will engage in the acts, practices, 

transactions, and courses of business set forth in this Complaint or in similar acts, practices, 

transactions, and courses of business. 

AUTHORITY, JURISDICTION AND VENUE 

9. The Commission brings this action pursuant to enforcement authority conferred 

by Section 21(d)(1) of the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. 

§§78u(d) (1)].  The Commission seeks imposition of a civil penalty against Cabanes pursuant to 

Section 21(d)(3) of the Exchange Act [15 U.S.C. §78u(d)(3)], an officer and director bar 

pursuant to Section 21(d)(5) of the Exchange Act  [15 U.S.C. §78u(d)(5)], and such other and 

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further relief as the Court may deem just and proper.  

10. This Court has jurisdiction over this action pursuant to Sections 21(d), 21(e) and 

27 of the Exchange Act [15 U.S.C. §§78u(d), 78u(e) and 78aa].   

11. Venue is appropriate in this Court under Section 27 of the Exchange Act [15 

U.S.C. §§78aa] because certain acts or transactions constituting the violations of the federal 

securities laws detailed herein occurred in this district, including travel through the district and 

the transmission of electronic messages in and through the district, all in connection with those 

violations.  

12. Cabanes directly or indirectly made use of the means and instrumentalities of 

United States interstate commerce in connection with the acts, practices, and courses of business 

alleged herein. 

DEFENDANT  

13. Cyril Sebastien Dominique Cabanes (“Cabanes”), age 50, is a citizen of France and 

resident of Singapore.  He previously was a member of Azure’s Board of Directors and was 

employed by CDPQ as its Head of Infrastructure for the Asia-Pacific region.    

RELATED ENTITIES AND INDIVIDUALS 

14. Azure Power Global Limited (“Azure”) is a limited company organized under the 

laws of Mauritius with its principal place of business in New Delhi, India.  During the relevant 

period Azure was a publicly traded company, with a class of common stock previously registered 

with the Commission pursuant to Section 12(b) of the Exchange Act, trading under the symbol 

“AZREF” on the New York Stock Exchange.  On November 13, 2023, Azure’s stock was 

delisted for failure to file reports with the Commission.  On April 3, 2024, Azure filed a Form 15 

suspending its Exchange Act reporting obligations.  Azure is a renewable energy company that 

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develops, owns and operates utility-scale grid-connected solar farm projects.  Azure specializes 

in building and operating solar farms, thereby producing and selling solar power in India. 

15. Caisse de dépôt et placement du Québec (“CDPQ”) is a Montreal, Canada-based 

pension fund company established by the National Assembly of Quebec and one of the world’s 

largest infrastructure investors.  It is the parent company of Azure’s largest shareholder and 

controls four seats on its Board of Directors, including appointment of the chairperson and three 

others. 

16. “Azure Chairman” is a citizen and resident of the United Kingdom.  He 

previously was the Chairman of Azure’s Board of Directors and briefly served as its interim 

Chief Executive Officer. 

17. “Azure CEO” was the Chief Executive Officer of Azure at the time of the Azure 

and Adani Green contract awards and related negotiations in 2019 through 2022.  He resigned at 

the company’s request in April 2022. 

18. “Azure COO” was a senior executive officer of Azure at the time of the Azure 

and Adani Green contract awards and related negotiations in 2019 through 2022, first holding the 

title of President and then Chief Operating Officer before resigning at the company’s request in 

April 2022. 

19. Adani Group is an Indian multinational energy and infrastructure conglomerate 

headquartered in Ahmedabad, India.  Adani Group’s holdings currently have a market 

capitalization of approximately $208 billion. 

20. Adani Green Energy Limited (“Adani Green”) is a public limited company 

organized under the laws of India with its principal place of business in Ahmedabad, India.  

Adani Green is a publicly traded company majority-owned by Gautam Adani, the Adani Group, 

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and other Adani family members.  Adani Green is a renewable energy company that develops, 

owns and operates utility-scale grid-connected solar farm projects.   

21. Gautam Adani is a citizen of India believed to reside in Ahmedabad, India.  He is 

the founder of both the Adani Group and Adani Green.  Since 2015, Gautam Adani has served 

on Adani Green’s Board of Directors.  He currently serves as a member of its four-person 

Management Committee.   

22. Sagar Adani is a citizen of India believed to reside in Ahmedabad, India.  Sagar 

Adani is Gautam Adani’s nephew.  Since October 2018 he has been the Executive Director of 

Adani Green’s Board of Directors.  He is currently Chairman of Adani Green’s four-person 

Management Committee.   

23. Solar Energy Corporation of India, Ltd. (“SECI”) is a company of the Ministry of 

New and Renewable Energy (“MNRE”), Government of India.  SECI is responsible for 

implementing Indian central government programs related to renewable energy, including 

funding large solar projects like those Azure and Adani Green build and operate.    

FACTUAL ALLEGATIONS 

I. Azure and Adani Green Promised or Paid Bribes to State Government Officials 
in India to Obtain Lucrative Contracts for Manufacturing Linked Projects. 
 

The Manufacturing Linked Projects  

24. In 2014, the Indian central government announced a goal of achieving 175 

gigawatts (“GW”) of renewable energy production capacity in India, including at least 100 GW 

of solar energy production capacity by 2022.  At the time, renewable energy accounted for 

approximately 17 percent of all energy production capacity in India.  The Indian central 

government sought to more than double that number. 

25. In anticipation of this effort the Indian central government previously had 

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instituted Renewable Energy Purchase Obligations that required Indian state-owned energy 

distribution companies (“DISCOMs”)—which are responsible for buying power and transmitting 

it to consumers within their respective regions—to buy and distribute to consumers certain 

minimum amounts of renewable energy.   

26. Azure and Adani Green are renewable energy companies based in India.  Azure 

specializes in building and operating solar farms, which generate electricity that is then supplied 

to the power grid.  Adani Green develops, owns and operates utility-scale grid-connected solar 

and wind farm projects.  Azure, like Adani Green, primarily derives its revenue by selling 

electricity to Indian central government agencies and to DISCOMs, typically under long-term 

fixed-price Power Purchase Agreements (or “PPAs”) that set the price (or “tariff”) that the 

purchaser will pay for power for the duration of the contract.  

27. In June 2019, SECI, a renewable energy agency of the Indian government, 

announced a Request for Selection (“RfS”) seeking bids from solar power developers for the 

construction of a solar cell and module manufacturing plant that would be linked to SECI’s 

agreement to purchase power from the developer(s) with the winning bid(s).  

28. Broadly described, SECI sought solar power developers to construct a plant or 

plants in India capable of producing solar power component parts domestically (like cells, 

modules, or wafers) and, in exchange for that construction and manufacturing, SECI would 

contract to purchase power from the developer(s) in an amount equal to a multiple of the power 

generating capacity of the solar components manufactured.  The related projects became known 

as the Manufacturing Linked Projects.   

29. Multiple companies, including Azure and Adani Green, submitted responses to 

what became an amended RfS.  On December 10, 2019, as part of a government tender, SECI 

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jointly awarded Azure and Adani Green contracts for the Manufacturing Linked Projects.  

Pursuant to Letters of Award issued by SECI, a) Adani Green would be responsible for and stood 

to benefit from two-thirds of the Manufacturing Linked Projects, and b) Azure would be 

responsible for and stood to benefit from one-third.  Both Azure and Adani Green were projected 

to earn billions in revenue from the Projects. 

30. Azure announced that it had won a portion of the RfS at an investor presentation 

on January 16, 2020, disclosing that SECI had awarded it a portion of the projects for the 

construction of a manufacturing plant or plants to produce solar power components with 1 GW 

capacity.  In turn, SECI would contract to buy 4 GWs of solar power from Azure. 

31. Five months later, on June 9, 2020, Adani Green followed suit, issuing a press 

release titled, “Adani Green Energy Wins The World’s Largest Solar Award; Leapfrogs Towards 

Goal Of 25 GW Of Installed Capacity By 2025.”  The announcement noted that SECI had 

selected Adani Green to be awarded a portion of the projects associated with the RfS, and that it 

would build a manufacturing plant or plants to produce solar components with 2 GW capacity.  

In turn, SECI would contract to buy 8 GW of solar power from Adani Green.   

32. Despite the announcements, SECI’s Letters of Award to Azure and Adani Green 

did not guarantee that SECI would purchase any power from them or that they would earn any 

revenue or profits.  More needed to be done.  At minimum, two additional contractual steps were 

required.  First, SECI needed to enter into Power Supply Agreements (“PSAs”) with the 

DISCOMs (the Indian state-owned energy distribution companies) under which the DISCOMs 

would agree to buy energy from SECI at solar power prices consistent with those SECI had 

agreed to pay Azure and Adani Green in the Letters of Award.  Second, after contracting with 

the DISCOMs, SECI needed to enter into PPAs, (again, Power Purchase Agreements) with 

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Azure and Adani Green, respectively, pursuant to which SECI would buy power from each of 

them (which SECI would then resell to the DISCOMs under the PSAs). 

33. Under the terms of the RfS, SECI was expected to enter into PPAs with Azure 

and Adani Green within 90 days of issuing the Letters of Award.  That did not happen.  Instead, 

the PPAs took more than 18 months—and were executed by SECI only after Azure and Adani 

Green, acting through various senior executives and officials, undertook a massive bribery 

scheme. 

34. The problem was economics.  The price SECI accepted for Azure and Adani 

Green to sell power related to the Manufacturing Linked Projects turned out to be too high.  

When SECI attempted to contract with Indian state governments and DISCOMs to offload power 

at prices consistent with the amounts to be paid to Azure and Adani Green, the Indian state 

governments refused.  Their refusals were overcome only when Azure and Adani Green, acting 

through various senior executives and officials, paid or promised to pay, in aggregate, hundreds 

of millions of dollars of bribes to state government officials in India. 

The First Stage of the Bribery Scheme 

35. After SECI issued Letters of Award to Azure and Adani Green for the 

Manufacturing Linked Projects, and accepted their proposed tariffs as amounts at which SECI 

would buy solar power from them for the next twenty-five years, SECI attempted to enter into 

PSAs to sell that power to Indian state governments and state DISCOMs at prices consistent with 

the Letters of Award. 

36. The Indian state governments and DISCOMs, however, refused to contract with 

SECI, mainly because certain aspects of the Indian renewable energy market had shifted and 

caused downward pressure on solar power prices.  Without those PSAs the Letters of Award held 

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by Azure and Adani Green were virtually worthless.  

37. Meanwhile, between the December 10, 2019, award and June 2020, Azure and 

Adani Green negotiated with SECI as to, among other things, contract options and amendments 

that would increase the size of the overall award.  The ultimate size of the award was twelve 

gigawatts (billions of watts) of power (i.e., 12GW).    

38. Azure’s share of the award corresponded to four gigawatts of power (i.e., 4 GW); 

Adani Green’s was 8 GW.  Azure estimated that it would garner approximately $2 billion in 

profits over a 20-year period from the award and its work on the Manufacturing Linked Projects.  

But only if SECI was able to enter into the hoped-for PSAs with Indian state governments and 

DISCOMs. 

39. But Indian state governments and DISCOMS continued to balk at entering into 

PSAs with SECI to purchase energy at the prices in the contracts awarded to Azure and Adani 

Green.  Because of energy markets fluctuations and renewable energy auctions in India after the 

2019 tender that resulted in lower pricing, the state governments and DISCOMs rightfully 

believed they would be able to purchase power less expensively elsewhere.  Without PSAs there 

would be no PPAs, and without the PPAs, the Manufacturing Linked Projects were not 

commercially viable.  Further pressure came when SECI’s parent within the Indian government, 

the MNRP, threatened to cancel the awarded contracts due to the pricing challenges.    

40. The bottom line for both Azure and Adani Green was that they each stood to lose 

billions of dollars of potential revenue unless Indian state governments and their related 

DISCOMs entered into PSAs with SECI.  

41. These developments prompted Azure and Adani Green to renegotiate the contract 

pricing with SECI and, on December 25, 2020, the companies agreed to price reductions.  

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Despite the reductions, however, SECI still was not able to secure the necessary PSAs. 

42. Contemporaneous with these legitimate efforts, senior executives and officials of 

Azure and Adani Green schemed to pressure and to propose to pay “incentives” directly to state 

government officials in India (i.e., bribes) to cause Indian state government entities and the 

related DISCOMs to enter into PSAs with SECI at prices favorable to Azure and Adani Green. 

43. For instance, on November 24, 2020, Sagar Adani wrote to the Azure CEO via 

WhatsApp regarding efforts to place the Manufacturing Linked Projects power and related 

discussions with CDPQ:  “Yes sir, of course we will push hard to get it through to the finish 

line.”  The Azure CEO responded:  “[T]he advantage we have is that the discoms are being 

motivated . . . .”  Sagar Adani replied:  “Yup . . . but the optics are very difficult to cover.”  

44. On February 25, 2021, in a subsequent WhatsApp exchange regarding the Indian 

states of Jammu and Kashmir and Chhattisgarh as potential purchasers of the Manufacturing 

Linked Projects power, Sagar Adani wrote to the Azure CEO:  “Just so you know, we have 

doubled the incentives to push for these acceptances.”  The motivation and incentives referred to 

in the WhatsApp messages were bribes payments to state government officials in India.   

45. By June 2021—a year after SECI issued a Letter of Award to Adani Green and 

fifteen months after Azure had announced that it had been selected for the Manufacturing Linked 

Projects—SECI had still not entered into Power Supply Agreements with Indian state 

governments related to the Letters of Award and Manufacturing Linked Projects. 

46. That month, Azure stated publicly that its potential profits related to the 

Manufacturing Linked Projects were at risk: 

 [SECI] has informed us that so far there has not been adequate response from the state 
 electricity distribution companies (‘DISCOMs’) for SECI to be able to sign the Power 
 Sale Agreement (‘PSA’) at this stage even though we have a [Letter of Award].  SECI 
 has mentioned that they will be unable to sign PPAs until PSAs have been signed, and 

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 they have committed to inform Azure Power of developments in their efforts with the 
 DISCOMS.  Capital costs, interest rates and foreign exchange rates have improved since 
 Azure Power won the 4 GW auction in December 2019 which have resulted in lower 
 tariffs in other recent SECI auctions. . . .  We expect a tariff markdown from the price 
 achieved in the auction, which will facilitate signing of PSAs.  We will continue our 
 discussions with SECI towards signing PPAs in respect of the 4GW tender and believe 
 the PPAs to be signed in tranches over a period of time. 
 

47. Soon thereafter, Gautam Adani and Sagar Adani increased the pressure on Indian 

state government officials.  Through their personal involvement and promises to pay or actual 

payment of hundreds of millions of dollars of bribes, some DISCOMs began to enter into PSAs 

with SECI. 

48. Adani Green executives and kept track of the bribes, creating and maintaining 

records of bribes that had been paid or promised to numerous Indian states and Indian state 

officials to induce them to cause the Indian states to buy renewable energy from SECI. 

49. For instance, according to an Adani Green record, a bribe equal to hundreds of 

thousands of dollars was paid or promised to government officials in the Indian state of Odisha 

to cause Odisha to enter into a PSA with SECI for the purchase of 500 MW of power. 

50. Consistent with the Adani Green record, SECI announced its first Power Supply 

Agreement related to the Manufacturing Linked Projects in July 2021, pursuant to which the 

Grid Corporation of Odisha agreed to buy 500 MW of power capacity from SECI. 

51. In August 2021, Gautam Adani met with the Chief Minister of a second Indian 

state, Andhra Pradesh, about the fact that Andhra Pradesh had not entered into a Power Supply 

Agreement with SECI and the “incentives” needed to cause Andhra Pradesh to do so.  Sagar 

Adani had a subsequent meeting with the Chief Minister on September 12, 2021. 

52. At or in connection with these meetings, the Adanis (Gautam and Sagar) paid or 

promised a bribe to Andhra Pradesh government officials to cause the relevant Andhra Pradesh 

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government entities to enter into PSAs with SECI for the purchase of 7,000 MW of power 

capacity.  Adani Green records and later statements by Adani Green executives to the Azure 

Chairman indicated that the Andhra Pradesh bribe payment was approximately $200 million.  

Shortly after these meetings Andhra Pradesh agreed in principle to execute a PSA with SECI that 

would directly benefit Adani Green and Azure.   

53. Within weeks, the Andhra Pradesh government was quoted as saying, “[i]n the 

Cabinet meeting held last month, it was decided to accept SECI’s offer.  After deliberation, the 

State decided to tap 7,000 MW in the first phase.” 

54. In other words, the “incentives” worked.  A contemporaneous Adani Green record 

lists particular Indian states (Odisha, [Jammu and Kashmir], Tamil Nadu, Chhattisgarh, 

Maharashtra, Kerala, [Andhra Pradesh], and Bihar) and the accompanying amount of power to 

be purchased by the respective states from SECI.  The same record lists, for each state, the 

amount of a bribe to be paid and, in some cases, the recipient.  For example, Andhra Pradesh 

negotiated to purchase 7,000 MW of power from SECI under a PSA.  As part of that 

agreement—and consistent with what was communicated to Azure executives during in-person 

meetings in Ahmedabad—the rate of 25 lakh (or “25L,” with one lakh equal to 100,000 rupees) 

per megawatt was used to calculate the amounts promised or paid to officials in Andhra Pradesh.  

That is, 7,000 megawatts multiplied by 25 lakh, which equals 17.5 billion rupees, or 1,750 crore 

(a multiple of ten billion rupees)—i.e., more than $200 million.  As the record indicates, these 

Andhra Pradesh officials included the Chief Minister (or “CM”).   

55. Once it gathered steam, the Bribery Scheme worked quickly and effectively.  

Between July 22, 2021, and December 1, 2021, SECI entered into PSAs with DISCOMs in 

Odisha, Chhattisgarh, Tamil Nadu, and Andhra Pradesh.  In later meetings in the spring and 

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summer of 2022, the Adanis outlined to the Azure Chairman how the Bribery Scheme worked 

and how it successfully generated these PSAs.  The Adanis also explained that Azure’s recently 

deposed CEO and COO were willing participants in the scheme and that they had assured the 

Adanis that Azure would pay its fair share of the bribes. 

56. Those PSAs allowed SECI to enter into Power Purchase Agreements (the PPAs) 

with Azure and Adani Green that implemented the terms of the Letters of Award and under 

which those two companies stood to earn billions of dollars from the Manufacturing Linked 

Projects. 

57. On December 14, 2021, Adani Green issued a press release titled, “Adani Signs 

World’s Largest Green PPA With SECI,” announcing that SECI had contracted to buy nearly 5 

GW of power from Adani Green related to the Manufacturing Linked Projects.  The sudden good 

fortune for Azure and Adani Green prompted speculation in the marketplace about the contract 

awards.  

58. On December 6, 2021, the Azure CEO and Azure COO attended a meeting at a 

coffee shop with CDPQ’s Country Head for India and CDPQ’s Director of Infrastructure for 

South Asia, who also was a member of Azure’s Board of Directors, at which they discussed 

market rumors that the Adanis had somehow facilitated signing of the PSAs. 

59. One of the attendees at this coffee shop meeting, CDPQ’s Director of 

Infrastructure for South Asia, subsequently wrote “FYI” and forwarded to Cabanes an email 

summarizing the December 6 meeting in which he referenced “the rumor … regarding potential 

third party involvement (i.e. corrupt and/or unethical practices) behind the signing of the 

remaining manufacturing linked PPAs with the state of Andhra Pradesh.  We appreciate you 

raising the concern . . . .”    

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60. On December 15, 2021, the Azure CEO and the Azure COO met with Gautam 

Adani in Ahmedabad.  The same day the Azure COO created an Excel file named “sale value of 

manu ppa” reflecting possible transactions that would result in Adani Green acquiring some 

portion of Azure’s assets related to the Manufacturing Linked Project’s PPAs. 

61. On December 16, 2021, Azure signed PPAs with SECI for 2.3 GW of power 

mapped to the Indian state of Andhra Pradesh.  

II. Cabanes Joins the Bribery Scheme When Azure’s CEO and COO Resign and 
Coordinates an Extensive Cover-Up Within Azure. 

 
 The Adanis Seek to Collect Azure’s Share of the Bribes 

 
62. On September 30, 2021, CDPQ, with Cabanes participating, appointed the Azure 

Chairman as Chairman of Azure’s Board of Directors.  The Azure Chairman had had no 

substantive involvement with the contract awards for the Manufacturing Linked Projects, or with 

any discussions or negotiations involving any Adani Green officials.  That changed in spring 

2022.   

63. A meeting between Adani Green executives—including Gautam Adani—and 

Azure executives was scheduled to occur in India on April 25, 2022.  The plans for the meeting 

were affected when the Azure CEO (and the Azure COO) resigned shortly before the meeting on 

request of the company.   

64. Shortly thereafter, Gautam Adani requested that the Azure Chairman attend a 

rescheduled meeting four days later, on April 29, 2022.  A more junior Azure executive 

accompanied him.  During the meeting Gautam Adani described to the Azure Chairman the steps 

that he had personally taken to overcome the unwillingness of Indian state government and 

DISCOM officials to enter into PSAs with SECI.  Those steps included his incurring 

“expenditures,” which in the context of the discussion the Azure Chairman understood to refer to 

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bribes the Adanis and Adani Green had promised or paid to secure the PSAs.  Gautam Adani 

also explained that previous Azure executives, specifically the recently resigned Azure CEO and 

COO, were complicit in the scheme and had agreed to pay Azure’s share of the bribes.   

65. Gautam Adani sought to collect Azure’s share of the bribes, which meant tens of 

millions of dollars.  To punctuate the discussion an Adani Green record that detailed Azure’s 

share of the bribes promised or made to state government officials in India by the Adanis and 

Adani Green was read aloud to the Azure Chairman and the more junior Azure executive present 

at the meeting. 

66. Within days of the April 29 meeting, which was on a Friday, the Azure Chairman 

updated Cabanes.  Cabanes, as a Director on Azure’s Board and a senior executive employed by 

Azure’s primary stockholder, CDPQ, had the authority to direct the actions of certain CDPQ 

personnel who reported to him—including other members of Azure’s board—as well as the 

actions of Azure’s executive team.  In addition, as the CDPQ executive who had hired the Azure 

Chairman and appointed him as Chairman of Azure’s Board on September 30, 2021, Cabanes 

held significant professional influence over him. 

67. On Monday, May 1, 2022, the Azure Chairman wrote to Cabanes via WhatsApp:  

“It was an interesting week, and Friday [April 29, 2022] was particularly interesting.  I met on 

Friday night for a debrief.  My suggestion is that we brief you on some of the detail once we 

have done more work on it and have a proposed way forward. . . . We are working on 

understanding exactly what the issues are and what our options might be, then will craft a way 

forward.  Free to catch up on the phone any time.”  Cabanes responded:  “Can I call you late 

tonight when I get to the airport (10pm)?”  :  “Sure – for you 24/7 . . . But keep some distance on 

some of the details.”   

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68. Later the same day the Azure Chairman spoke with Cabanes by telephone and 

described in detail his April 29 meeting with Gautam Adani.  He told Cabanes that Adani had 

sought to collect Azure’s share of the bribes to state government officials in India relating to the 

Manufacturing Linked Projects, both for the 2.3 GW PPAs and a 650 megawatt (MW) PPA.  The 

Azure Chairman recounted that Gautam Adani stated, in summary, that Azure owed 

approximately one-third of the total bribes promised or paid and that Azure’s share was the 

equivalent of approximately $83 million.  Cabanes was aware of a high probability that the bribe 

payments promised by Gautam Adani and other Adani Green executives were incomplete; that 

is, some of the promised bribes had been paid and others were still owed.   

69. Cabanes directly or indirectly made use of the means and instrumentalities of 

United States interstate commerce in connection with the acts, practices, and courses of business 

he engaged in to further the Bribery Scheme.  Cabanes, knowing that Adani Green executives 

had told Azure executives that Adani Green needed to collect Azure’s one-third share of the 

bribes in furtherance of their agreement to pay off the government officials who had facilitated 

signing of the PSAs underlying the 2.3 GW and 650 MW PPAs, took steps while physically 

present in the U.S. in furtherance of the authorization of a transaction to fund these bribe 

payments.  

70. Between April and June 2022, Gautam Adani and Sagar Adani, together with 

Vneet Jaain, Adani Green’s CEO and a member of its Management Committee, met in person in 

India multiple times with the Azure Chairman and other Azure officials and discussed how 

Gautam Adani, with Sagar Adani’s assistance, had promised or paid bribes to state government 

officials in India to procure contracts between the Indian states and SECI.  The Adanis 

repeatedly sought to collect from Azure its agreed-upon share of those bribes.  

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71. In those meetings, Gautam Adani detailed, among many other things, how, in 

mid-to-late 2021, Indian state governments had been reluctant to enter into PSAs with SECI, 

how he personally intervened, and how he paid or promised bribes to state government officials 

in India to persuade them to enter into PSAs.   

72. Gautam Adani detailed how his efforts had succeeded in winning business for 

both Adani Green and Azure, who would benefit from their respective shares of the 

Manufacturing Linked Projects. 

73. Gautam Adani further insisted that Azure pay one-third of the bribes paid or 

promised to Indian state government officials, an amount equal to tens of millions of dollars. 

74. Following the meetings with the Adanis, the Azure Chairman and Cabanes 

routinely strategized various transaction structures to pay Azure’s one-third share of the bribes 

that the Adanis had paid or promised to Indian state government officials. 

75. When Azure representatives informed Gautam Adani that Azure might not be 

able to directly pay the amount it owed, Gautam Adani proposed that Azure satisfy its one-third 

portion of the bribes through non-cash transactions.   

76. Among other things, Gautam Adani proposed that, to satisfy part of Azure’s 

obligation to pay one-third of the bribes, Azure cede control of its rights to the most valuable 

aspect of the Manufacturing Linked Projects—its right to sell 2.3 GW of power to SECI related 

to Andhra Pradesh—to Adani Green. 

77. To that end, during a visit to the United States between May 5 and May 8, 2022, 

Cabanes participated in a WhatsApp exchange with the Azure Chairman during which they used 

the codename “SAG” or “Super Aggregator” to conceal references to Gautam Adani, while 

discussing how to pay Azure’s share of the bribes.  Cabanes queried:  “Is there a commercially 

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doable deal here?” – which, in the context of their ongoing discussions, the Azure Chairman 

understood that Cabanes meant a transaction that would compensate Adani Green and the Adanis 

for Azure’s share of the bribery payments.         

78. On May 31, 2022, the Azure Chairman updated Cabanes via WhatsApp on the 

status of ongoing efforts to identify a transaction that Azure could execute to compensate Adani 

Green and the Adanis for Azure’s portion of the bribes that had been paid or were promised, 

writing that CDPQ and Azure executives were “talking now on fleshing out our options.”  

Cabanes advocated doing a transaction with Adani:  “Sounds good.  So we have a potential deal 

on the table?”  

79. Throughout June and July 2022, Cabanes and the Azure Chairman regularly 

communicated by telephone and other electronic means regarding their efforts to identify and 

consummate a transaction that, directly or indirectly, would compensate Adani Green and the 

Adanis for Azure’s share of the bribes.  They also discussed the need to conceal aspects of their 

involvement in any potential transaction from others at Azure.  Cabanes repeatedly directed the 

Azure Chairman and others to withhold information related to the potential deal with Adani from 

others, including other members of Azure’s Board of Directors. 

80. On June 18, 2022, after consultation with and direction from Cabanes, the Azure 

Chairman sent a deliberately misleading email to Azure’s full Board of Directors, including 

Cabanes.  The email misleadingly stated that “the economics have deteriorated significantly” as 

to the Manufacturing Linked Projects, and that Azure “should probably go talk to SECI 

regarding the vice [sic]we are in.”  This and related communications laid the groundwork for the 

“commercially doable deal” that Azure ultimately fashioned.  The deal involved transferring the 

most valuable PPA in Azure’s portfolio—the 2.3 GW contract—back to SECI under the guise of 

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“deteriorated” economics.  The manner and timing of the transfer by Azure was designed to 

ensure that Adani Green and the Adanis would receive the valuable PPA.   

81. In a series of communications between late June 2022 and August 4, 2022, 

Cabanes took steps himself and directed others, including the Azure Chairman, to withhold 

information regarding their bribery payment plans from senior personnel at Azure and CDPQ, 

and from a Special Committee of the Azure Board of Directors that had been created to 

investigate the Manufacturing Linked Projects. 

82. On September 30, 2022, shortly before scheduled interviews by the Special 

Committee of Cabanes, the Azure Chairman, and other Azure and CDPQ executives, Cabanes 

and the Azure Chairman convened a telephone call with the other executives being interviewed.  

The purpose of the call was for everyone to align their stories and agree that they would not fully 

disclose all relevant aspects of the agreement with Adani Green and the Adanis.  All participants 

on the call agreed to withhold certain information from the Special Committee and its 

investigators.     

83. On December 7, 2022, Azure sent a letter to SECI initiating withdrawal from its 

largest portion of the Manufacturing Linked Project’s PPAs.  Cabanes and the Azure Chairman 

were responsible for the letter and its contents.  The letter stated that because the portion of the 

awards is “unbankable and unviable, we are impaired to proceed . . . “  These reasons were 

pretextual.  The real purpose of returning the portion of the PPAs was so that the Adanis and 

Adani Green could have it as satisfaction of part of Azure’s portion of the bribery payments.   

84. On February 21, 2023, Azure sent a further letter to SECI seeking to return the 

largest portion of its PPAs to SECI under similarly pretextual reasons, summarizing purported 

“regulatory uncertainties” that left the Manufacturing Linked Project “untenable” and stating that 

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Azure was “unable to proceed” with the project.  Cabanes and the Azure Chairman were 

responsible for the letter and its contents.  The pretext worked.  On December 25, 2023, Adani 

Green publicly announced that it had signed a PPA for the majority of the 2.3 GW portion of the 

Azure award that Azure had returned to SECI, bringing Adani Green’s total PPA total under the 

2019 tender to 8,000 MW (8 GW).   

85. The end result of these maneuvers was that Azure did not directly pay any money 

to Adani Green or the Adanis in satisfaction of Azure’s share of the bribe payments.  Instead, 

Cabanes and Azure elected to meet part of Azure’s obligation by facilitating the indirect transfer 

of this lucrative corporate asset—the 2.3 GW PPA—to Adani Green and the Adanis, by first 

ceding it back to SECI under pretextual reasons.  Cabanes acted in furtherance of that transfer 

while knowing that the Azure Chairman was actively working to facilitate Gautam Adani’s 

efforts to collect Azure’s share of the bribes.  The transaction that resulted had the economic 

effect of transferring significant value to Adani Green and the Adanis from Azure. 

86. Cabanes devised and directed a coordinated cover-up of the efforts to compensate 

Adani Green and the Adanis for the bribery payments or promises that included:  withholding 

information about the Adani deal from non-CDPQ executives at Azure, including other members 

of the Board of Directors; lying to investigators, including Cabanes’s and the company’s own 

lawyers; lying to attorneys and investigators; withholding information about the Adani 

transactions from certain other Azure executives; colluding with others at CDPQ and Azure to 

align false narratives; and, scheming with others at CDPQ and Azure to conceal their misconduct 

behind a compromised “Special Committee” of the Azure Board of Directors that was deprived 

of full and accurate information regarding the Adani transactions.     

87. Despite retaining valuable PPAs related to the Manufacturing Linked Project, 

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albeit substantially reduced by the transfers to Adani Green, Azure never received any profits 

tied to the Bribery Scheme because it was interrupted by investigations related to the  

Manufacturing Linked Project and its contracts.    

FIRST CLAIM  

Cabanes Violated the Anti-Bribery Provisions of the Foreign Corrupt Practices Act  
Exchange Act Section 30A, 15 U.S.C. §78dd-1 

 
88. The Commission realleges and incorporates by reference each and every 

allegation contained in paragraphs 1 through 87 above as if set forth fully herein. 

89. By engaging in the corrupt transactions described above, Cabanes, who was a 

Director of Azure, a United States issuer, made use of the mails or other means or 

instrumentalities of interstate commerce corruptly in furtherance of an offer, payment, promise to 

pay, or authorization of the payment of, any money, offer, gift, promise to give, or authorization 

of the giving of anything of value to foreign officials for the purpose of influencing their acts or 

decisions in their official capacity, inducing them to do or omit to do any action in violation of 

their lawful duties, securing an improper advantage, or inducing such foreign officials to use 

their influence with foreign governments or instrumentalities thereof to affect or influence any 

act or decision of such government or instrumentality, in order to assist Azure in obtaining or 

retaining business.  

90. By reason of the foregoing, Cabanes violated Section 30A of the Exchange Act 

[15 U.S.C. §78dd-1].  

PRAYER FOR RELIEF 

 WHEREFORE, the Commission requests that the Court enter a Final Judgment that: 

A. Permanently restrains and enjoins Cabanes and each of his agents, servants, employees 

and attorneys and those persons in active concert or participation with them who receive actual 

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notice of the injunction by personal service or otherwise, including facsimile transmission or 

overnight delivery service, from directly or indirectly engaging in the conduct described above, 

or in conduct of similar purport and effect, in violation of: Exchange Act Section 30A [15 U.S.C. 

§78dd-1]; 

B. Permanently prohibits Cabanes from serving as an officer or director of any company that 

has a class of securities registered under Exchange Act Section 12 [15 U.S.C. § 78l] or that is 

required to file reports under Exchange Act Section 15(d) [15 U.S.C. § 78o(d)], pursuant to 

Exchange Act Section 21(d)(5) [15 U.S.C. § 78u(d)(5)]; 

C. Orders Cabanes to pay appropriate civil penalties pursuant to Section 21(d)(3) of the 

Exchange Act [15 U.S.C. §78u(d)(3)]; 

D. Retains jurisdiction over this action to implement and carry out the terms of all orders 

and decrees that may be entered; and, 

E. Grants such other and further relief as the Court may deem just and proper. 

JURY DEMAND 

The Commission hereby demands a trial by jury on all claims so triable. 

Dated: November 20, 2024   On behalf of the Commission,  
 
  /s/ Amy Harman Burkart  
 Amy Harman Burkart 
 Eric Heining* 
 Martin F. Healey* 
 Paul Block* 
 Attorneys for Plaintiff 
 SECURITIES AND EXCHANGE COMMISSION 
 Boston Regional Office 
 33 Arch Street, 24th Floor 
 Boston, Massachusetts  02110 
 (617) 573-8952 (Healey direct) 
 (617) 573-4590 (fax) 
 [email protected]; [email protected] 
 *Not admitted in E.D.N.Y. 

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