Key Notes
- Former Circle engineer and shareholder Benjamin Greenberg alleges that two UAE-linked World Liberty transactions violated constitutional limits on foreign benefits.
- Circle says it did not authorize the derivative lawsuit and the defendants reject the allegations.
- The complaint seeks civil injunctions, disclosure, disgorgement from private companies and unspecified damages rather than announcing a judgment.
A former Circle software engineer has sued President Donald Trump and World Liberty Financial over two UAE-linked crypto transactions, alleging that benefits received through the business violated the Constitution’s Foreign Emoluments Clause.
J. Benjamin Greenberg filed the shareholder derivative action in the US District Court for the District of Columbia on October 22. The 70-page complaint, docketed as case 1:26-cv-03686, challenges a $500 million equity transaction and the use of $2 billion in USD1 for an investment in Binance.
Greenberg says he is suing on Circle’s behalf as a shareholder. Circle itself did not bring or authorize the case. The filing sets out allegations and requested remedies, rather than findings that Trump or the other defendants violated the law.
A Former Employee Brings a Shareholder Case
According to the complaint, Greenberg worked at Circle from January 2016 to September 2018, received equity through his compensation, and currently owns 10,000 Class A shares. His claim is that World Liberty’s allegedly unconstitutional competitive advantages harmed Circle, the company behind USDC.
Circle appears in the case as a nominal defendant because the action is brought derivatively on its behalf. The complaint expressly says no claims are asserted against Circle. Greenberg argues that asking its board to sue would have been futile; he asks the court to accept that argument and recognize the action as a proper derivative case.
Besides Trump and World Liberty, the defendants include Middle East special envoy Steven C. Witkoff and four related entities: WLF Holdco, Stablecoin Holdco, DT Marks DEFI and DT Marks SC. Trump and Witkoff are sued in their official capacities, while the private companies face claims concerning the benefits they allegedly received or hold.
The $500M Stake Deal
The first transaction concerns Aryam Investment 1, a vehicle the complaint links to Sheikh Tahnoon bin Zayed Al Nahyan, the UAE’s national security adviser. Greenberg alleges that Aryam agreed on January 16, 2025, four days before Trump’s inauguration, to pay $500 million for a 49% interest in the World Liberty business.
The filing says half the purchase price was paid upfront, with $187 million of that installment going to DT Marks DEFI and DT Marks SC. The remaining $250 million was due by July 15, after Trump took office.
Greenberg cites financial disclosures reporting $262.5 million in 2025 proceeds from sales of interests in the two holding businesses. He alleges that the roughly $75.5 million difference above the initial $187 million came from the later Aryam installment. The attribution and timing of that additional payment are allegations in the complaint, not a separately established court finding.
The case therefore focuses on alleged benefits accepted while Trump was president, even though the agreement was signed before his inauguration. The $500 million is the transaction’s stated price, not an amount shown by this filing to have gone entirely to Trump personally.
The $2B USD1-Binance Transaction
The second transaction concerns MGX, the Abu Dhabi investment company chaired by Tahnoon. MGX’s own March 12, 2025 announcement confirms a $2 billion investment for a minority stake in Binance, paid in a stablecoin. That initial release did not identify which stablecoin.
The complaint describes World Liberty co-founder Zach Witkoff’s May 1 announcement that USD1 had been selected to close the deal. Greenberg argues that issuing and keeping such a large amount outstanding expanded USD1’s market presence and generated income on its backing reserves for World Liberty’s stablecoin business.
The distinction between reserves and profit matters. The $2 billion represented stablecoins used to pay for a Binance investment; it should not be described as $2 billion of personal profit paid to Trump. The lawsuit challenges the alleged economic benefits flowing through the ownership and reserve-income arrangements.
USD1’s distribution has since expanded beyond that transaction. CoinScreamer previously covered its Mesh partnership, which targets merchant payments. That separate commercial announcement does not resolve the constitutional allegations in this case.
How Greenberg Says Circle Was Harmed
The complaint argues that some or all of the stablecoin demand directed toward USD1 would otherwise have benefited USDC. Greenberg points to Circle’s existing relationship with Binance and says the alleged foreign-government benefits distorted competition.
Using reserve-return rates cited in the filing, the plaintiff estimates that $2 billion in reserves could generate $70 million to $82 million annually. That is a hypothetical calculation supporting his injury argument, not an awarded damages figure or proof that Circle would necessarily have won the business.
The claims include alleged constitutional violations, unjust enrichment, interference with prospective business opportunities and unfair competition. Whether Greenberg may pursue them derivatively, whether the alleged payments qualify as prohibited foreign emoluments and whether Circle suffered the claimed injury remain questions raised by the suit.
What the Lawsuit Seeks
Greenberg asks for a declaration that the alleged benefits violate the Constitution and an injunction against accepting further foreign-state benefits without congressional consent. He also seeks an accounting of foreign-linked crypto income and a restriction on Witkoff soliciting such benefits on Trump’s behalf.
The complaint requests disgorgement from the private-company defendants to the US Treasury or as the court directs, with a constructive trust over the disputed benefits pending that process. It separately seeks compensatory and punitive damages and restitution for Circle in amounts to be determined. These are civil requests for relief, not an announced criminal seizure or a court-ordered recovery.
Circle told CNBC that it “did not initiate, direct, authorize, or participate in the filing” and does not comment on pending litigation.
World Liberty spokesperson David Wachsman told the outlet that the company complies with US law, disputed the claims and said it would address them in court. Its counsel, Bill Burck, also rejected the lawsuit as partisan and frivolous. White House spokesperson Anna Kelly dismissed the case and denied any conflict of interest.
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