I. Introduction
On October 22, 2026, a former software engineer for (and current shareholder of) Circle Internet Group, Inc. (“Circle”) filed a derivative complaint in the United States District Court for the District of Columbia. See Greenberg v. Trump, No. 1:26-cv-03686 (D.D.C. filed Oct. 22, 2026). The defendants are President Donald J. Trump; World Liberty Financial LLC (“World Liberty”) and four affiliated holding companies; and Steven C. Witkoff, the United States Special Envoy to the Middle East. Circle—the issuer of the USDC stablecoin and a direct competitor of World Liberty’s USD1—is named only as a “nominal defendant.”
The complaint alleges that the President has accepted “presents” and “Emoluments” from a foreign State—more than $2 billion routed from the United Arab Emirates (“UAE”) through his family’s cryptocurrency business—without the consent of Congress. Compl. ¶¶ 2–10, 100–02. The plaintiff further alleges that this conduct violates the Constitution’s Foreign Emoluments Clause. U.S. Const. art. I, § 9, cl. 8.
But the plaintiff does not bring those claims directly. Rather, this is a “derivative” action, through which a shareholder of Circle has sued on behalf of Circle without the consent of Circle’s officers or directors. In that derivative capacity, the shareholder (i.e., the plaintiff) alleges that Defendants harmed Circle by illicitly steering stablecoin demand to the President’s stablecoin and away from Circle’s stablecoin.
This post describes the allegations as alleged in the complaint. Dynamis LLP does not have any role in the litigation. Accordingly, Dynamis LLP does not have knowledge of, and takes no position as to, the truth or falsity of the allegations or the viability of the litigation.
II. The Allegedly Illicit Transactions
The complaint rests on two UAE-linked transactions, both described largely from public reporting and the President’s financial disclosures.
First, the complaint alleges that on January 16, 2025—four days before the inauguration—an entity called Aryam Investment 1 agreed to pay $500 million for a 49% stake in World Liberty. Compl. ¶¶ 47–54. Aryam Investment 1 is allegedly controlled by Sheikh Tahnoon bin Zayed Al Nahyan, the UAE’s national security adviser and deputy ruler of Abu Dhabi. Id. ¶¶ 47–48, 54.
Half of the $500 million was allegedly paid up front, with $187 million flowing to two entities through which the President holds his World Liberty interests. Compl. ¶ 49. The second $250 million installment came due in July 2025, six months into the President’s term. Id. ¶¶ 49–51. The transaction allegedly remained undisclosed until the Wall Street Journal reported it in January 2026. Id. ¶ 53.
Second, the complaint alleges that MGX, an Abu Dhabi investment company chaired by the same Sheikh Tahnoon, settled its $2 billion investment in Binance using World Liberty’s stablecoin, USD1 (a stablecoin that did not exist when the investment was announced). Id. ¶¶ 55–63. The complaint alleges that roughly two billion USD1 tokens were minted in the eight days before the deal closed, that Binance asked MGX to pay in World Liberty’s coin, and that Binance engineers had built USD1’s underlying technology. Id. ¶¶ 61–62, 70. Because a stablecoin issuer earns its revenue on the reserves backing its coins, the complaint alleges that the $2 billion generates approximately $80 million in reserve income for World Liberty’s stablecoin business if held for a year. Compl. ¶ 67.
The complaint further describes a sequence of alleged official acts benefiting the UAE, Sheikh Tahnoon, and Binance. These include:
• approvals for the UAE to import advanced AI chips (Compl. ¶ 74);
• a fast-track Treasury review program for foreign investors (Id. ¶ 75);
• MGX’s selection as a TikTok investor (Id.);
• the October 2025 pardon of Binance founder Changpeng Zhao, who had applied for a pardon shortly before USD1 was selected for the MGX deal (Id. ¶¶ 76–77); and
• the OCC’s preliminary approval of a national trust-bank charter for World Liberty’s stablecoin operation (Id. ¶ 78).
The complaint uses the President’s financial disclosures as a basis to quantify the President’s alleged take from his crypto ventures: more than $526 million in World Liberty token-sale proceeds, more than $262 million from equity sales, and more than $8 million in stablecoin operating income in 2025. Id. ¶¶ 44, 51.
As quoted in the complaint, the White House and World Liberty have denied any conflicts of interest. Id. ¶ 80.
Nonetheless, the plaintiff relies on those allegations as a basis for eight causes of action:
• Foreign Emoluments Clause (Counts I and II): the MGX and Aryam transactions are alleged unconsented foreign emoluments; the plaintiff seeks declaratory and injunctive relief against the President. Compl. ¶¶ 187–212.
• Injunctive relief (Count III): a narrow injunction barring Special Envoy Witkoff—a World Liberty co-founder who allegedly reported nearly $107 million in 2025 income from a World Liberty-affiliated holding company while serving as envoy—from soliciting emoluments for the President. Id. ¶¶ 213–222.
• Declaratory judgment (Count IV): a declaration that the President’s acceptance of the emoluments violates the Constitution. Id. ¶¶ 223–227.
• Equitable accounting, disgorgement, and constructive trust (Count V): against the corporate defendants, which allegedly hold the emoluments. Id. ¶¶ 228–233.
• Unjust enrichment (Count VI): against the World Liberty entities, for the reserves and reserve income attributable to the MGX transaction. Id. ¶¶ 234–239.
• Tortious interference (Count VII): against World Liberty, for allegedly inducing Binance and MGX to abandon Circle’s expectancy that the $2 billion would be settled in USDC. Id. ¶¶ 240–249.
• Unfair competition (Count VIII): on an express commercial-bribery theory—World Liberty and Stablecoin Holdco allegedly conveyed a concealed 49% interest to Aryam, and the complaint alleges on information and belief that two MGX directors hold or share in the economic interests Aryam acquired. Id. ¶¶ 250–262.
To succeed, the plaintiff must navigate a host of legal questions surrounding the Foreign Emoluments Clause, as well as the federal framework for derivative shareholder suits.
III. What is the Foreign Emoluments Clause and How Have Courts Treated It in Past Litigation?
The Foreign Emoluments Clause provides that “no Person holding any Office of Profit or Trust under [the United States], shall, without the Consent of the Congress, accept of any present, Emolument, Office, or Title, of any kind whatever, from any King, Prince, or foreign State.” U.S. Const. art. I, § 9, cl. 8. As Madison recorded, Charles Pinckney urged adoption of the prohibition to keep federal officers “independent of external influence.” James Madison, Notes of Debates in the Federal Convention of 1787 (Aug. 23, 1787). The Department of Justice’s Office of Legal Counsel has described the Clause’s language as “both sweeping and unqualified.” Applicability of the Emoluments Clause to Non-Government Members of ACUS, 17 Op. O.L.C. 114, 121 (1993).
For all its sweep, however, the Clause has rarely been enforced against a President. See Cong. Rsch. Serv., R45992, The Emoluments Clauses and the Presidency: Background and Recent Developments (2019); Constitution Annotated, ArtI.S9.C8.3 (noting that courts have “rarely substantively analyzed or interpreted the Foreign Emoluments Clause,” and that the first-term suits produced “the first significant judicial decisions on the Emoluments Clauses”—most of which were later vacated). During President Trump’s first term, for example, three sets of plaintiffs sued, but none obtained a final merits judgment establishing that the President violated the Emoluments Clauses.
First, a suit by hospitality-industry competitors of the President’s hotels was dismissed for lack of standing, revived by the Second Circuit on a competitor-standing theory, and then vacated as moot by the Supreme Court in January 2021, after the President left office.
Second, a parallel suit by the District of Columbia and Maryland spent years in standing and appellate battles before it, too, was dismissed as moot. See In re Trump, 958 F.3d 274 (4th Cir. 2020) (en banc), vacated as moot sub nom. Trump v. District of Columbia, No. 20-331, 2021 WL 231542 (U.S. Jan. 25, 2021).
Third, a suit by more than 200 Members of Congress was dismissed for lack of standing: individual legislators, the D.C. Circuit held, cannot assert the institutional injury of a Congress that has not acted. Blumenthal v. Trump, 949 F.3d 14, 19–20 (D.C. Cir. 2020).
It remains to be seen whether the plaintiff in the current derivative suit can circumvent the issues leading to those dismissals.
IV. The “Derivative” Component of the Litigation
Notably, Circle itself has not sued; rather, the plaintiff proceeds derivatively on Circle’s behalf. In other words, the claims asserted belong to Circle, not to the plaintiff. Because Circle’s leadership presumably will not file suit, the plaintiff is able to use this derivative mechanism to allege that Circle has been injured, that Circle is entitled to sue, and that damages would run to Circle, although the complaint requests disgorgement to the United States Treasury or as the Court directs. Compl. ¶ 233; Prayer for Relief ¶ 6. The shareholder serves only as the vehicle, a self-appointed representative pursuing claims the company’s own management has declined to pursue. Accordingly, Circle appears in the caption as a “nominal defendant” even though the suit is ostensibly for its benefit.
To bring a derivative suit, moreover, the shareholder must either make a pre-suit demand on the board of directors to bring the claims itself—and be wrongfully refused—or plead with particularity that any such demand would have been futile because at least half of the board could not consider it impartially. Fed. R. Civ. P. 23.1(b)(3); Kamen v. Kemper Financial Services, Inc., 500 U.S. 90, 96–97 (1991); United Food & Commercial Workers Union v. Zuckerberg, 262 A.3d 1034, 1059 (Del. 2021).
Here, the plaintiff made no demand, so the complaint must plead that a demand on Circle’s Board would have been futile. To meet that standard, the complaint raises a novel theory of futility: that the directors are disabled by fear of President Trump.
To that end, plaintiff alleges that Circle’s business depends on a government headed by the defendant. More specifically, plaintiff alleges that:
• Circle’s stablecoin will be regulated under the GENIUS Act, which the President signed (Compl. ¶¶ 145, 165);
• Circle’s national trust bank operates under a charter from an OCC whose Comptroller the President can remove (Id.);
• Circle and its leadership have courted the administration, donating $1 million to the President’s inaugural committee while its chief executive sought a seat on the President’s crypto advisory council (Id. ¶¶ 147, 151–52);
• Circle’s newest stockholder and key distribution partner is Binance, the exchange at the center of the challenged transactions (Id. ¶¶ 146, 166);
• most of the directors hold positions at companies—Goldman Sachs, Microsoft, Bank of Montreal, Amazon-adjacent ventures—that depend on federal goodwill and have already felt presidential pressure (Id. ¶¶ 148, 163, 168–84); and
• the President has a demonstrated record of retaliation against those who cross him, with one cited account tallying 470 targets (Id. ¶¶ 149, 156–63).
It remains to be seen whether the Court will credit this theory of demand futility for a derivative suit.
V. Open Questions and Implications
This case poses at least three unique questions.
First, can a competitor establish standing to pursue an Emoluments Clause claim? During the President’s first term, the Second Circuit recognized standing for hospitality-industry competitors alleging injury from foreign-government patronage of the President’s businesses. That ruling addressed standing, rather than ultimate liability, and was later vacated as moot, eliminating its precedential force. See Citizens for Responsibility & Ethics in Wash. v. Trump, 953 F.3d 178, 189–200 (2d Cir. 2019), vacated as moot, No. 20-330, 2021 WL 231541 (U.S. Jan. 25, 2021). The defendants likely will argue that Circle is outside the Clause’s zone of interests and that its lost reserve income is traceable to the independent choices of MGX and Binance, not to the President’s acceptance of anything.
Second, can fear of the defendant excuse demand on the board? Rule 23.1 requires particularized pleading; Delaware law supplies the substantive demand-futility standard, applied director by director. See Fed. R. Civ. P. 23.1(b)(3); Kamen, 500 U.S. at 96–97; Zuckerberg, 262 A.3d at 1059; see also Sandys v. Pincus, 152 A.3d 124, 134 (Del. 2016). The complaint’s theory effectively is that Circle’s directors cannot act impartially as to the leader of the government that regulates Circle. Compl. ¶¶ 142–186.
Third, is there any viable relief that will not be rendered moot at the end of the current administration? The Clause restrains only a sitting officeholder, so an injunction against the President’s acceptance of emoluments would presumably expire with his term. Indeed, once the President left office in January 2021, the Supreme Court vacated the plaintiffs’ favorable appellate rulings and ordered the cases dismissed as moot, leaving nothing behind after four years of litigation. See CREW, 2021 WL 231541, at 1; Trump v. District of Columbia, 2021 WL 231542, at 1. The claims for disgorgement and damages against the corporate defendants may stand on firmer footing, given that the money already received could be recoverable after the President’s term ends.
In sum, the case poses a host of procedural and substantive legal issues. It remains to be seen how the defendants will respond and how the Court will resolve these novel legal questions.
Dynamis LLP represents businesses and individuals in complex commercial disputes, including cryptocurrency and digital-asset litigation, in courts nationwide. For more information, contact Constantine P. Economides.