UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLUMBIA
IN RE MOTION TO COMPEL
COMPLIANCE WITH SUBPOENA
DIRECTED TO THE UNITED STATES Misc. Action No. 26 - 83 (LLA)
SECURITIES AND EXCHANGE
COMMISSION
MEMORANDUM OPINION
Petitioners Corey Hardin and Chase Williams, co-lead plaintiffs in a putative securities
class action brought in the U.S. District Court for the Southern District of New York, seek to
enforce a subpoena served on Respondent U.S. Securities and Exchange Commission (“SEC”) in
the underlying action. ECF No. 1; see Am. Compl., Clifford v. Tron Found., No. 20-CV-2804
(S.D.N.Y. Aug. 24, 2020), ECF No. 29.1 The subpoena seeks documents in connection with
interpretive guidance the SEC issued in 2026 and an SEC enforcement action against Justin Sun
and the TRON Foundation (“Movants”), two defendants in the underlying action. See ECF
No. 1-1, at 4-17.2 Movants have filed a motion to intervene under Federal Rule of Civil
Procedure 24, ECF No. 8, and a motion to transfer Petitioners’ motion to compel to the issuing
court under Rule 45(f), ECF No. 9. For the reasons explained below, the court will grant both
motions and transfer Petitioners’ motion to compel to the Southern District of New York.
1
The parties refer to this case as Hardin v. Tron Foundation throughout their materials, which reflects Mr. Hardin’s status as the first co-lead plaintiff in the action. See Order, Clifford, No. 20-CV-2804 (S.D.N.Y. June 30, 2020), ECF No. 25. To conform with the docket in the Southern District of New York, the court will refer to the case as Clifford throughout this opinion. 2
When citing ECF Nos. 1-1 and 9-2, the court refers to the CM/ECF-generated numbers at the top of each page rather than any internal pagination.
I. FACTUAL BACKGROUND AND PROCEDURAL HISTORY
In 2020, Petitioners filed a putative class action in the Southern District of New York,
alleging that Movants and a third defendant promoted, offered, and sold TRX, a type of digital
token, in violation of the Securities Act of 1933, 15 U.S.C. § 77a, et seq., and various state laws.
See ECF No. 1-1, at 19-227; Am. Compl. ¶¶ 164-1038, Clifford, No. 20-CV-2804
(S.D.N.Y. Aug. 24, 2020), ECF No. 29. In late March 2026, Petitioners served the SEC with a
subpoena seeking documents relating to interpretive guidance it had issued earlier that month, the
SEC’s consideration of TRX in connection with that guidance, the SEC’s meetings and
communications with Movants, and a prior SEC enforcement action against Movants. ECF
No. 1-1, at 15-17. The SEC did not respond to the subpoena, and Movants filed a motion to quash
it under Rule 45(d)(3) in the Southern District of New York. See Mot. to Quash, Clifford,
No. 20-CV-2804 (S.D.N.Y. Apr. 14, 2026), ECF No. 201. After briefing and a discovery
conference, that court denied Movants’ motion to quash without prejudice, explaining that
Movants were required to bring the motion in the District of Columbia pursuant to Rules 45(c) and
(d)(3). Order, Clifford, No. 20-CV-2804 (S.D.N.Y. Apr. 28, 2026), ECF No. 211.
The following month, Petitioners filed a motion in this court to compel the SEC to comply
with the subpoena. ECF No. 1. Movants subsequently moved to intervene under Rule 24 and to
transfer Petitioners’ motion to the Southern District of New York under Rule 45(f). ECF Nos. 8, 9.
The court thereafter granted the SEC’s motion—which Petitioners had opposed—for an extension
of time to respond to Petitioners’ motion to compel until seven days after the court’s resolution of
Movants’ pending motions. June 8, 2026 Minute Order; see ECF Nos. 5, 6.
Petitioners take no position on Movants’ motion to intervene “to the extent the Court
believes that intervention would be helpful to it in resolving [the] Motion to Compel,” and the SEC
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does not oppose intervention. ECF No. 8-1, at 2. Petitioners oppose Movants’ motion to transfer,
ECF No. 12, but the SEC consents to a transfer, see ECF No. 9-1, at 1.
II. LEGAL STANDARDS
A. Federal Rule of Civil Procedure 24
Federal Rule of Civil Procedure 24 provides that, “[o]n timely motion,” the court “must
permit anyone to intervene who . . . claims an interest relating to the property or transaction that is
the subject of the action, and is so situated that disposing of the action may as a practical matter
impair or impede the movant’s ability to protect its interest, unless existing parties adequately
represent that interest.” Fed. R. Civ. P. 24(a)(2). To qualify for intervention as of right, the
movant, including a defendant-intervenor, must demonstrate Article III standing and satisfy
Rule 24(a)’s four requirements: “(1) the application to intervene must be timely; (2) the applicant
must demonstrate a legally protected interest in the action; (3) the action must threaten to impair
that interest; and (4) no party to the action can be an adequate representative of the applicant’s
interests.” Karsner v. Lothian, 532 F.3d 876, 885 (D.C. Cir. 2008) (quoting Sec. & Exch. Comm’n
v. Prudential Sec. Inc., 136 F.3d 153, 156 (D.C. Cir. 1998)); see Crossroads Grassroots Pol’y
Strategies v. Fed. Election Comm’n, 788 F.3d 312, 316 (D.C. Cir. 2015).3
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The D.C. Circuit has noted some “tension” between its prior “precedent requiring an intervenor to demonstrate Article III standing even if pursuing the same relief as an existing party” and the Supreme Court’s holding in Little Sisters of the Poor Saint Peter & Paul Home v. Pennsylvania, 591 U.S. 657, 674 n.6 (2020). Inst. S’holder Servs., Inc. v. Sec. & Exch. Comm’n, 142 F.4th 757, 764 n.3 (D.C. Cir. 2025). The court need not wade into that conflict because Movants seek different relief than the parties to this case. Compare ECF No. 9 (requesting to transfer the case), with ECF No. 1 (Petitioners’ motion to compel compliance with the subpoena), and ECF No. 5 at 2-3 (Respondent’s statement of its intent to oppose compliance here and in the Southern District of New York).
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B. Federal Rule of Civil Procedure 45
Under Rule 45, a subpoena to produce materials, permit inspection of materials, or submit
to a deposition “must issue from the court where the action is pending.” Fed. R. Civ. P. 45(a)(2).
Motions to compel compliance with a subpoena must be filed, in the first instance, in “the district
where compliance is required.” Id. R. 45(d)(2)(B)(i). Rule 45(f) allows the court where
compliance is required to transfer subpoena-related motions to the issuing court “if the person
subject to the subpoena consents or if the court finds exceptional circumstances.”
III. DISCUSSION
A. Intervention
The court concludes that Movants are entitled to intervene as of right. First, they have
Article III standing. Article III standing is comprised of three elements: “(1) the plaintiff must
have suffered an ‘injury in fact’ that is ‘concrete and particularized’ and ‘actual or imminent, not
conjectural or hypothetical’; (2) there must exist ‘a causal connection between the injury and the
conduct complained of’; and (3) it must be ‘likely, as opposed to merely speculative, that the injury
will be redressed by a favorable decision.’” Friends of Animals v. Jewell, 828 F.3d 989, 991-92
(D.C. Cir. 2016) (quoting Lujan v. Defs. of Wildlife, 504 U.S. 555, 560-61 (1992)). “A party
generally lacks standing to challenge a subpoena issued to a third party absent a claim of privilege,
propriety interest, or personal interest in the subpoenaed matter.” W. Coast Prods., Inc. v. Does
1-5829, 275 F.R.D. 9, 16 (D.D.C. 2011) (quoting Washington v. Thurgood Marshall Acad., 230
F.R.D. 18, 21 (D.D.C. 2005)). Here, Movants allege that the subpoena “target[s] [their] business
and personal records, financial information, crypto-asset account information, . . . and
communications that the SEC obtained” in its investigation of and enforcement action against
them. ECF No. 8-1, at 8. For example, the subpoena seeks “[a]ll Documents produced or provided
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to [the SEC] by any Person in connection with or in relation to the SEC [enforcement]
Action . . . concerning [Movants’] efforts to promote TRX as an investment or whether TRX is, or
at any point was, a security.” ECF No. 1-1, at 17. Movants also assert that the subpoena implicates
documents protected by their attorney-client privilege and work-product protections, as the SEC
likely collected information from former TRON Foundation employees that may be privileged.
ECF No. 8-1, at 8-9; see Petruss Media Grp., LLC v. Advantage Sales & Mktg. LLC, 347 F.R.D.
39, 42-44 (D.D.C. 2024) (concluding that individuals whose banking records were subpoenaed
had standing to move to quash a subpoena served on a non-party financial institution); Silverstone
Holding Grp., LLC v. Zhongtie Dacheng (Zhuhai) Inv. Mgmt. Co., 650 F. Supp. 3d 199, 202
(S.D.N.Y. 2023) (noting that “‘it is well-established’ that an individual or entity with a ‘real
interest’ in documents sought by a subpoena ‘has standing to raise objections to their production’”
(quoting Solow v. Conseco, Inc., No. 06-CV-5988, 2008 WL 190340, at *3 (S.D.N.Y. Jan. 18,
2008))); cf. Nova Oculus Partners, LLC v. U.S. Sec. & Exch. Comm’n, 486 F. Supp. 3d 280, 289
(D.D.C. 2020) (finding that “individuals involved in [an] SEC[] investigation . . . have substantial
privacy interests” in investigative records for purposes of the Freedom of Information Act). The
court agrees that Movants have privacy, proprietary, and personal interests in the subpoenaed
matter sufficient to establish standing to intervene.
Movants also satisfy the Rule 24(a) factors, which are not contested by Petitioners or the
SEC. The motion is timely as it was filed one week after Movants were served, and no party
claims any prejudice. See ECF Nos. 2, 8. As explained, Movants also have legally protected
interests that this action would impair or impede if Petitioners’ motion to compel is granted for the
same reasons Movants have standing. See Waterkeeper All., Inc. v. Wheeler, 330 F.R.D. 1, 6
(D.D.C. 2018) (“[G]enerally speaking, when a putative intervenor has a ‘legally protected’ interest
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under Rule 24(a), it will also meet constitutional standing requirements, and vice versa.” (quoting
Wildearth Guardians v. Salazar, 272 F.R.D. 4, 13 n.5 (D.D.C. 2010))). While the court need not
decide whether Movants’ asserted privacy and confidentiality interests ultimately justify any
particular merits ruling on the enforcement of the subpoena, those interests certainly suffice for
purposes of intervention. Cf. Albany Molecular Rsch., Inc. v. Schloemer, 274 F.R.D. 22, 25
(D.D.C. 2011) (“[A] party to the underlying action may move to quash the subpoena where the
subpoena directly implicates the party’s privilege or rights.”). Finally, Movants have met their
“minimal” burden of showing that the existing parties “may be inadequate” in representing their
interests. Fund For Animals, Inc. v. Norton, 322 F.3d 728, 735 (D.C. Cir. 2003) (internal quotation
marks omitted) (quoting Trbovich v. United Mine Workers, 404 U.S. 528, 538 n.10 (1972)). The
D.C. Circuit has “often concluded that governmental entities”—like the SEC here—“do not
adequately represent the interests of aspiring intervenors.” Id. at 736. And, of course, only
Movants have standing to raise objections based on their own privacy interests and claims of
privilege. See ECF No. 8-1, at 11. The court will accordingly grant Movants’ motion to intervene
as of right under Rule 24(a).4
B. Transfer
Petitioners argue that the SEC’s consent does not require this court to transfer their motion
and that no exceptional circumstances warrant a transfer. ECF No. 12, at 4-12. Petitioners also
argue that a transfer would prejudice them by further delaying class certification discovery and
briefing and by requiring them to brief their motion again under Second Circuit law. Id. at 13-14.
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Because the court finds that Movants may intervene as of right, it need not reach their arguments for permissive intervention under Rule 24(b)(1)(B). See, e.g., Virginia v. Ferriero, 466 F. Supp. 3d 253, 255 (D.D.C. 2020).
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The court concludes that both the SEC’s consent and exceptional circumstances warrant
transferring Petitioners’ motion to compel to the issuing court in the Southern District of New
York and that Petitioners’ arguments about prejudice do not defeat Movants’ request to transfer.
First, the SEC, the recipient of the subpoena, consents to a transfer to the issuing court.
ECF No. 9-1, at 1. While Petitioners correctly note that consent “does not automatically require
transfer,” ECF No. 12, at 4, the SEC’s consent is nevertheless a sufficient basis for this court to
grant Movants’ motion to transfer, see In re Info. Tech. Mgmt. Servs. Inc., No. 24-MC-152, 2025
WL 27156, at *3 (D.D.C. Jan. 3, 2025).5
Exceptional circumstances also warrant a transfer. “Courts in this district have found
exceptional circumstances ‘when transferring the matter is in the interests of judicial economy and
avoiding inconsistent results.’” Paul Johnson Drywall, Inc. v. CAC Constr. Grp. LLC,
No. 23-MC-16, 2023 WL 12248633, at *1 (D.D.C. Mar. 21, 2023) (quoting Wultz v. Bank of
China, Ltd, 304 F.R.D. 38, 46 (D.D.C. 2014)). When weighing a transfer, courts must “carefully
balance the interest of the nonparty in obtaining local resolution of [a subpoena-related] motion
against the interest in ensuring the efficient, fair and orderly progress of ongoing litigation before
the issuing court.” In re Braden, 344 F. Supp. 3d 83, 90 (D.D.C. 2018) (alterations in original)
(internal quotation marks omitted).
Here, the issuing court is best positioned to address Petitioners’ motion to compel.
Petitioners’ motion concerns the relevance of the subpoenaed material to class certification in the
5
Petitioners argue that the court in In re Information Technology Management Services Inc. assessed “what was justified in that particular case.” ECF No. 12, at 5-6; see 2025 WL 27156, at *3. While that court found that exceptional circumstances also warranted a transfer, it noted that, as here, the subpoena recipient’s “express[] consent . . . alone justifie[d] transfer.” In re Info. Tech. Mgmt. Servs. Inc., 2025 WL 27156, at *3.
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underlying action. See ECF No. 1-2, at 8-11 (arguing that the subpoena “seeks highly relevant
information”); ECF No. 12, at 6-8 (arguing that “the relevance of the subpoenaed materials [are]
beyond dispute”). Courts in this district “have recognized that, where questions regarding the
relevance of subpoenaed material are likely to arise, the issuing court is generally in a better
position to rule on those issues because of its greater familiarity with the underlying case.” Iyer v.
Nexus Pharm., Inc., No. 23-MC-8, 2023 WL 3040604, at *8 (D.D.C. Apr. 21, 2023). The issuing
court has presided over pretrial matters in this case since February 2025, including the bifurcation
of class certification and merits discovery. Order, Clifford, No. 20-CV-2804 (S.D.N.Y. Feb. 24,
2025), ECF No. 137 (referring case to magistrate judge); Order, Clifford, No. 20-CV-2804
(S.D.N.Y. Apr. 15, 2025), ECF No. 156 (bifurcating class certification and fact discovery). That
court is thus better suited than this one to rule on Petitioners’ motion given its “familiarity with
the full scope of issues involved as well as any implications the resolution of the motion will have
on the underlying litigation.” Wultz, 304 F.R.D. at 46; see In re Braden, 344 F. Supp. 3d at 93
(“Plaintiffs’ motions to compel would require this Court to evaluate the relevance of the documents
sought; an evaluation that the Southern District of Ohio is far more capable of making within the
short discovery window.”).
Additionally, the issuing court has already resolved discovery disputes in the underlying
action, has established procedures for expedited resolution of such disputes, and has closely
overseen the parties’ discovery and briefing schedules. See, e.g., Order, Clifford, No. 20-CV-2804
(S.D.N.Y. June 16, 2026), ECF No. 223 (denying Petitioners’ motion to compel); ECF No. 13,
at 11 & n.5 (citing the issuing court’s rules). That court also recently docketed a new case
management plan, which extended the briefing schedule for class certification. Order, Clifford,
No. 20-CV-2804 (S.D.N.Y. Aug. 12, 2026), ECF No. 236. Transfer is thus appropriate because it
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“would avoid [further] interference with a time-sensitive discovery schedule issued in the
underlying action.” Duck v. U.S. Sec. & Exch. Comm’n, 317 F.R.D. 321, 325 (D.D.C. 2016); see
Fed. R. Civ. P. 45(f) advisory committee’s note to 2013 amendment (“[T]ransfer may be warranted
in order to avoid disrupting the issuing court’s management of the underlying litigation, as when
that court has already ruled on issues presented by the motion or the same issues are likely to arise
in discovery in many districts.”).
Petitioners assert that a transfer would cause prejudicial delay. ECF No. 12, at 4-5. The
court acknowledges that the issuing court previously denied a motion related to this subpoena
because the motion should have been filed in this court. Order, Clifford, No. 20-CV-2804
(S.D.N.Y. Apr. 28, 2026), ECF No. 211. But the court is not persuaded that Petitioners would be
unduly prejudiced by having to re-brief their motion to compel under Second Circuit precedent,
ECF No. 12, at 13-14, given that they have already briefed some of these issues in the underlying
action, see Resp., Clifford, No. 20-CV-2804 (S.D.N.Y. Apr. 17, 2026), ECF No. 202 (opposition
to Movants’ motion to quash the subpoena). While Petitioners argue that the court should not
reward Movants’ “procedural maneuvering[],” ECF No. 12, at 4, the issuing court itself
acknowledged that this court has the option to transfer the motion, see ECF No. 9-2, at 50 (“If
there’s a motion to [enforce], it should be pursued down in D.C. . . . But it may be that the Court
down there would send it back to me because this is the Court where the action is proceeding, and
they certainly have that option.”).
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IV. CONCLUSION
For the foregoing reasons, the court will grant Movants’ Motion to Intervene, ECF No. 8,
and Motion to Transfer, ECF No. 9. A contemporaneous order will issue.
SO ORDERED.
LOREN L. ALIKHAN
United States District Judge
Date: August 27, 2026
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