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A Circle shareholder sues Trump and World Liberty over UAE money in USD1, and Circle says it did not authorize the case

A former Circle engineer sues Trump, Witkoff and World Liberty in Circle's name, saying UAE money in USD1 cost USDC income. Circle did not authorize it.

15 min read

Abstract gavel and balanced scales beside a document, a coin and a bank building
Table of contents
  1. What the Circle shareholder lawsuit asks the court to do
  2. Who is suing: a former Circle engineer, not Circle
  3. The competitive-injury theory: USD1 reserve income that USDC did not earn
  4. The $500 million Aryam stake and the $2 billion MGX payment in USD1
    1. Aryam: 49% of World Liberty, four days before the inauguration
    2. MGX: $2 billion for Binance, settled in a stablecoin that did not yet exist
  5. The official acts the complaint lists, and the denials
  6. Why Greenberg says Circle’s board would never sue the President
  7. What World Liberty, the White House and Circle say
  8. USD1 has lost about $400 million of supply in a month
  9. Standing, a sitting president and other hurdles ahead
  10. What happens next in Greenberg v. Trump

A Circle shareholder has filed a lawsuit against President Donald Trump, Middle East envoy Steve Witkoff and World Liberty Financial, the Trump family crypto company behind the USD1 stablecoin. The complaint, filed on Thursday 22 October 2026 in the US District Court for the District of Columbia (case 1:26-cv-03686, Greenberg v. Trump), alleges that two deals tied to the United Arab Emirates, a $500 million purchase of 49% of World Liberty and a $2 billion investment in Binance paid in USD1, were foreign emoluments banned by the Constitution, and that the USD1 payment took reserve income away from Circle’s USDC.

The plaintiff, J. Benjamin Greenberg, is a former Circle software engineer who holds 10,000 Circle shares. He sues “derivatively”, in Circle’s name and for its benefit, without the company’s approval. Circle is listed as a nominal defendant and told CNBC and Cointelegraph that it “did not initiate, direct, authorize, or participate in the filing.” The White House called the case “frivolous”; a lawyer for World Liberty said it read “more like a partisan press release than a lawsuit”. No court has ruled on anything, and every claim below is an allegation.

The case lands while USD1 is shrinking. DefiLlama counted about $3.98 billion of USD1 in circulation at 04:42 UTC on 23 October, against $72.2 billion of USDC, and the GENIUS Act, the federal stablecoin law both issuers will live under, takes effect on 18 January 2027.

What the Circle shareholder lawsuit asks the court to do

The 70-page filing is titled a “Verified Stockholder Derivative Complaint” and asks for a jury trial. Its first page sets the tone: “No president in American history has profited from his office so brazenly.” Its eight counts mix constitutional claims with ordinary business torts.

Two counts accuse Trump, sued only in his official capacity as President, of accepting foreign emoluments without the consent of Congress: one over the $2 billion USD1 purchase by Abu Dhabi fund MGX, one over the sale of a stake in World Liberty to an Emirati vehicle called Aryam. A third count seeks an injunction against Witkoff, also sued in his official capacity, to stop him soliciting such payments on Trump’s behalf. The rest ask for a declaratory judgment, an accounting and disgorgement, and damages for unjust enrichment, tortious interference and unfair competition against the World Liberty companies.

The requested relief goes well beyond money for Circle. Greenberg wants a declaration that the payments broke Article I, Section 9 of the Constitution, an order barring Trump from accepting further foreign-state emoluments through World Liberty, including reserve income on USD1 issued to a foreign state, and a full accounting of foreign payments tied to World Liberty, USD1, the WLFI token and the holding companies. He also asks that the companies disgorge the money “to the United States Treasury or as the Court directs”. Compensatory, restitution and punitive damages against the World Liberty companies are left “to be proven at trial”, with no figure.

Besides Trump and Witkoff, the complaint names five companies: World Liberty Financial LLC, WLF Holdco LLC, Stablecoin Holdco LLC, DT Marks DEFI LLC and DT Marks SC LLC. The last two hold the Trump family’s stakes, through a revocable trust of which the President is the sole present beneficiary, according to the filing. Three of them, WLF Holdco and the two DT Marks companies, are named only as “relief defendants”, meaning companies said to hold the disputed money rather than to have done wrong themselves. CNBC counted “four related limited liability companies” besides World Liberty, which is the same list.

Who is suing: a former Circle engineer, not Circle

Greenberg lives in Jefferson County, Colorado, and worked at Circle from January 2016 to September 2018, according to the complaint. He exercised an option on 10,000 shares of Circle’s Irish predecessor on 4 December 2018 at $0.79 each. Those shares were swapped into Circle Internet Group stock on 1 July 2024, and he now holds 10,000 Class A shares of the company listed on the New York Stock Exchange as CRCL. That is a legacy employee stake, not an activist fund position.

His lawyers are Karianne M. Jones, Matt Pelikan and Hannah Warntjes of Evergreen Legal Strategies in Washington; the last two are awaiting admission to the court. Pelikan told CNBC: “We’re suing to stop the corruption and to force President Trump to return the profits to American taxpayers.”

A derivative suit lets a shareholder bring a claim that belongs to the company when its board will not. Any damages would go to Circle, not to Greenberg; for himself he asks only for his legal fees and costs. For readers new to Circle, our profile of Circle, the USDC issuer, and how it makes money covers the company’s business and its board.

The competitive-injury theory: USD1 reserve income that USDC did not earn

The link between an emoluments case and Circle is money on reserves. A fiat-backed stablecoin issuer takes in dollars, hands out tokens, and invests the dollars in Treasury bills and cash. Holders usually get no interest. The issuer keeps it.

Circle depends on that more than most. The complaint, quoting Circle’s own filings, says reserve income made up about 96% of Circle’s 2025 revenue and reserve income, roughly $2.64 billion of $2.75 billion. “Every dollar of stablecoin steered to the President’s stablecoin, USD1, is a dollar that does not earn reserve income for Circle,” it argues.

Its claim is that USD1 offers something USDC cannot: a way for a foreign government to enrich the President and, the filing alleges, win favourable treatment. At Circle’s reserve return of 4.1% in 2025 and 3.5% in the second quarter of 2026, the complaint puts the income on $2 billion at about $70 million to $82 million a year. That is its measure of what Circle lost on the MGX deal alone, for as long as the tokens stay outstanding.

The weak joint is visible in the text. The complaint says only “upon information and belief” that USDC was among the stablecoins MGX looked at, and that the demand would have gone to USDC but for the chance to benefit the President. MGX has said it evaluated several platforms before picking USD1, and neither MGX nor Binance has said publicly whether it considered USDC, the filing notes. Showing that Circle, rather than Tether or another issuer, would have won that business is the part of the case defendants are most likely to attack.

Abstract pie chart beside stacked coins, a falling line and a downward arrow
The complaint puts Circle's lost reserve income on the $2 billion MGX payment at $70 million to $82 million a year.

The $500 million Aryam stake and the $2 billion MGX payment in USD1

Both transactions run through Sheikh Tahnoon bin Zayed Al Nahyan, the UAE’s national security adviser and deputy ruler of Abu Dhabi, who chairs G42 and MGX. The complaint draws most of its account from reporting by the Wall Street Journal and Reuters, from MGX’s own statements and from letters exchanged with US senators.

Aryam: 49% of World Liberty, four days before the inauguration

According to the complaint, two entities named Aryam Investment 1, one in Delaware managed by G42 executives and one in Abu Dhabi, signed an agreement on 16 January 2025 to buy 49% of World Liberty for $500 million. Half was paid up front, of which $187 million went to the two DT Marks companies. The other $250 million was due by 15 July 2025, after Trump took office. The deal was not public until the Wall Street Journal reported it around 31 January 2026.

Greenberg’s lawyers read Trump’s 2025 financial disclosure as matching that sale: the family’s stakes in WLF Holdco and Stablecoin Holdco fell to 38.25%, which is 75% times 51%. The same disclosure, it says, reports more than $526 million from World Liberty token sales, $65.6 million from selling equity in WLF Holdco and more than $196 million from new members of Stablecoin Holdco. Witkoff reported nearly $107 million in 2025 income from a holding company affiliated with World Liberty, per the filing.

MGX: $2 billion for Binance, settled in a stablecoin that did not yet exist

MGX and Binance announced on 12 March 2025 a $2 billion investment by MGX in the exchange, which MGX called the largest investment ever paid in crypto. The announcement did not name a stablecoin. World Liberty launched USD1 on 25 March. On 1 May 2025, Zach Witkoff, the envoy’s son and a World Liberty co-founder, said USD1 had been chosen to close the deal.

USD1 supply went from about 127 million tokens on 22 April 2025 to 2.127 billion on 30 April, the complaint says, adding that Binance asked MGX to pay in USD1. Binance and World Liberty deny Binance arranged it; the filing quotes a Binance lawyer, via the Wall Street Journal, saying Binance “did not control the stablecoin chosen by MGX.” World Liberty told senators in May 2025 that without USD1 the deal would most likely have been settled in UAE dirhams, according to the complaint. By February 2026, Binance held about $4.7 billion of the $5.4 billion of USD1 then in circulation, the filing says.

Circle’s own ties to Binance matter here. Circle paid Binance a $60.3 million upfront fee under a November 2024 agreement, and the two announced in December 2024 that Binance would adopt USDC for its corporate treasury. Binance added new USDC trading pairs on 10 March 2025, two days before the MGX announcement. Our Binance review covers how the exchange works and where it operates.

The official acts the complaint lists, and the denials

The filing then lists decisions it says followed the payments, and alleges “upon information and belief” that the money helped secure them. The list runs from a White House dinner for Sheikh Tahnoon on 18 March 2025, attended by the Vice President and three cabinet secretaries, to US approvals for advanced Nvidia chips for the UAE and G42, including a 19 November 2025 Commerce authorisation for G42 to acquire up to 35,000 chips.

It also cites a Treasury fast-track pilot for foreign investors announced on 8 May 2025, MGX’s place among the investors selected to run TikTok in the United States in September 2025, and Trump’s pardon of Binance founder Changpeng Zhao on 21 October 2025. The last item is the OCC’s preliminary conditional approval, on 14 August 2026, of World Liberty Trust Company, a national trust bank that would issue USD1 and manage its reserves. The complaint says Tahnoon and co-investors hold 49% of that bank’s holding company through an entity called StringZ Holding RSC.

The filing itself records the other side: the administration has denied that the President’s business interests influenced these decisions, World Liberty has said Trump has not been involved in the company since taking office, and a White House spokeswoman has said there are “no conflicts of interest”. Against that, it quotes Trump’s answer in a January 2026 interview with The New York Times on why he dropped restraints from his first term: “Because I found out that nobody cared. I’m allowed to.”

Abstract globe and handshake over a signed contract, a magnifier and a city skyline
The complaint links the Aryam and MGX deals to later US decisions, which the administration denies.

Why Greenberg says Circle’s board would never sue the President

A shareholder normally has to ask the board to bring a claim before suing in the company’s name. Greenberg did not, arguing that such a demand would be futile. That argument fills a large part of the filing, and in derivative cases it is usually the first question a court takes up.

Greenberg gives several reasons, all contested allegations about named people. Circle’s business will be regulated under the GENIUS Act, which Trump signed, and its trust bank, First National Digital Currency Bank, received final OCC approval on 10 July 2026 from a Comptroller the President can remove. On 17 September 2026 Circle signed a new five-year commercial deal with Binance, and Binance bought 1,237,011 Circle shares at $80.84, below the market price, for about $100 million. Circle also gave $1 million to Trump’s inaugural committee, a donation chief executive Jeremy Allaire announced on X on 9 January 2025; five of the seven current directors were on the board at the time, the complaint notes.

The complaint argues that a majority of Circle’s seven directors (Allaire, Craig Broderick, M. Michele Burns, Bradley Horowitz, Kirk Koenigsbauer, Danita Ostling and Adam Selipsky) cannot impartially weigh a suit against the President, pointing to their other board seats and employers and to what it calls the President’s record of retaliation. Circle has not answered those points publicly. Its board could, in principle, ask the court to dismiss the case or take control of the claim.

What World Liberty, the White House and Circle say

World Liberty spokesperson David Wachsman told CNBC: “World Liberty Financial is compliant with all U.S. laws and regulations.” He added that no one at the company works for the US government, that the claims are without merit and that it looks forward to resolving them in court. Bill Burck of Quinn Emanuel, counsel for World Liberty, said: “This sounds more like a partisan press release than a lawsuit,” and that all the firm knew of it came from media reports. World Liberty had not answered Cointelegraph when that outlet first published.

White House spokesperson Anna Kelly told CNBC the case was “yet another frivolous lawsuit” and repeated: “There are no conflicts of interest.” A spokesperson for Witkoff did not immediately respond to CNBC, whose report was last updated at 22:02 UTC on 22 October.

Circle said through a spokesperson that it “did not initiate, direct, authorize, or participate in the filing,” and declined to comment on pending litigation, according to both CNBC and Cointelegraph. No defendant had filed anything in court by the morning of 23 October.

USD1 has lost about $400 million of supply in a month

Whatever the court decides, the stablecoin at the centre of the case is smaller than it was. The complaint’s own figures stop at $5.4 billion of USD1 in February 2026 and more than 4.1 billion tokens on 31 August 2026. DefiLlama data read at 04:42 UTC on 23 October show a steady decline since.

Stablecoin23 Oct 2026, 04:42 UTCA day earlierA week earlierAbout 30 days earlier
USD1 (World Liberty)$3.98 billion$4.00 billion$4.08 billion$4.39 billion
USDC (Circle)$72.2 billion$72.6 billion$72.8 billion$75.8 billion
USDT (Tether)$182.5 billion$182.6 billion$183.4 billion$183.2 billion

USD1 fell about 9% over the month, USDC about 5%. Tether’s supply barely moved. The $2 billion MGX block alone would equal about half of today’s USD1 float; the filing does not say how much of it is still outstanding, but the complaint calls a large block that stays outstanding for a long time “especially valuable” to an issuer, because it earns income month after month. The difference between the two leaders is explained in our guide to USDT vs USDC.

According to CNBC, Trump reported more than $1.4 billion in crypto income in his latest financial disclosure, nearly $800 million of it tied to World Liberty, while the WLFI token fell from about 45 cents in August 2025 to about 5 cents by the end of June 2026. We could not verify any move in CRCL shares or WLFI linked to the filing on 22 October.

Standing, a sitting president and other hurdles ahead

Several features of the case are unusual. It asks a federal court to rule against a sitting President in his official capacity; the complaint itself concedes that damages are not available against him in that capacity, which is why it seeks only declarations and injunctions from Trump and money from the companies. It relies on a competitor’s injury to give a private party the right to enforce the Emoluments Clause, and argues that Circle falls within the “zone of interests” the clause protects. Neither point has been tested on these facts.

Much of the factual base also comes from press reports, as World Liberty’s lawyer pointed out. The Aryam terms come from the Wall Street Journal and the President’s disclosures; the account of Binance asking MGX to pay in USD1 is disputed by Binance and World Liberty. Congress has not acted: a Senate resolution by Richard Blumenthal in May 2025 to authorise an emoluments suit was blocked, and letters from Senators Elizabeth Warren and Jeff Merkley to World Liberty, MGX and Binance in 2025 drew only World Liberty’s answer, according to the complaint.

What happens next in Greenberg v. Trump

The CourtListener docket shows the complaint, a civil cover sheet and summonses for the defendants. When we checked it again at about 04:50 UTC on 23 October, it still held a single entry: no judge assignment, no hearing date and no proof of service, so the deadline for answers is not yet known. Expect motions to dismiss on standing, on the futility of a demand to Circle’s board and on the President’s official-capacity defences before any discussion of the deals themselves.

Two other dates frame the case. The GENIUS Act and the regulators’ rules, including the OCC’s final stablecoin rule published on 21 October, take effect on 18 January 2027, and World Liberty Trust Company still needs final OCC approval before it can issue USD1 itself. Our page on the GENIUS Act taking effect sets out what changes for issuers on that day.

Sources

  1. Greenberg v. Trump, No. 1:26-cv-03686 (D.D.C.), Verified Stockholder Derivative Complaint, 22 October 2026 (CourtListener) storage.courtlistener.com
  2. CourtListener docket, Greenberg v. Trump courtlistener.com
  3. CNBC, Lawsuit accuses Trump of illegally profiting off foreign crypto deals, 22 October 2026 cnbc.com
  4. Cointelegraph, Circle shareholder lawsuit against Trump, World Liberty and Witkoff, 22 October 2026 cointelegraph.com
  5. MGX, MGX backs Binance in landmark investment, 12 March 2025 mgx.ae
  6. DefiLlama stablecoins data, read 23 October 2026 04:42 UTC stablecoins.llama.fi

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