USA Trends and Developments Contributed by: G. J. Ligelis Jr, Cravath, Swaine & Moore LLP
to 2023, CFIUS had only issued two such penalties in its 50-year history. The trend of penalties of increasing frequency and amount underscores CFIUS’s renewed commitment to compliance monitoring. While CFIUS enforcement may be increasing, there is still an appetite for attracting foreign investment to the USA. On 31 March 2025, President Trump signed an executive order directing the establishment of the US Investment Accelerator, which aims to facilitate and accelerate both foreign and domestic investments over USD1 billion in the country, by assisting investors as they navigate government regulatory processes. In May 2025, the US Treasury Department issued a press release announcing its intent to launch a “Fast- Track” within the CFIUS review process to facilitate greater investment from ally and partner sources. This new programme will allow CFIUS to collect informa - tion from foreign investors in advance of a specific transaction and aims to streamline the CFIUS review process for certain trusted investors. The announce - ment of this new initiative evidences that CFIUS remains committed to facilitating and expediting for - eign investment from allied and partner sources that do not raise national security concerns. Furthermore, on 13 June 2025, President Trump issued an order approving Nippon Steel’s acquisition of US Steel. While President Biden’s administration had initially prohibited the transaction, President Trump found that the threat arising from the transaction could be adequately mitigated by the parties entering into a contract with the US government. In a first for CFIUS, it required US Steel to issue a “golden share” to the US government. This golden share, which does not include economic rights, gives the US government veto rights over a range of US Steel’s business deci - sions, including relocating headquarters, changing the company’s name, closing or idling plants before certain timeframes and reducing investments, among other matters. Perhaps most importantly, the US gov - ernment will have the right to directly appoint one of US Steel’s three independent directors, and will have an approval right with respect to the other two. While the issuance of a “golden share” may not become commonplace, it demonstrates the Trump administra - tion’s interest in CFIUS-related remedies.
Overall, for deal practitioners, the CFIUS process is well established in the deal landscape for inbound M&A and other forms of investment. Although the vast majority of transactions notified to CFIUS are still being approved, recent data suggests that CFIUS has realigned towards a more vigilant position, with potentially onerous inspections and increased penal - ties likely to continue for the foreseeable future. Focus on China In particular, the PRC remains at the forefront of CFIUS and national security policy in the USA. The PRC maintained the top spot as the foreign coun - try from which the most notices were submitted to CFIUS in 2024, with 26 notices in total. In July 2025, President Trump issued an executive order prohibit - ing the acquisition of Jupiter Systems, LLC (“Jupi - ter”), an audiovisual equipment technology company that serves critical infrastructure and military custom - ers in the USA, by a subsidiary of a Chinese entity, despite the transaction having closed in 2020. CFIUS found “credible evidence” that the transaction posed a national security threat relating to the potential com - promise of Jupiter’s products used in military and criti - cal infrastructure environments. The executive order demonstrates that CFIUS under the Trump adminis - tration is willing to retroactively unwind transactions it deems a threat to national security and require man - datory divestitures. Additionally, in April 2024, the American Congress signed into law the Protecting Americans from For - eign Adversary Controlled Applications Act, which banned social networking services defined as “foreign adversary controlled applications” if the president deemed them a threat to national security. The act explicitly applied to ByteDance Ltd. (“ByteDance”), a Chinese entity, and its subsidiaries, including Tik - Tok. After President Trump signed multiple executive orders delaying enforcement of the ban, he signed an executive order in September 2025 that would allow a coalition of investors to run an American version of TikTok, separate from ByteDance. Specifically, the framework sets forth a “qualified divestiture” whereby a joint venture, majority owned and controlled by US persons, will operate TikTok’s US application.
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