On January 3, 2025, President Biden issued an order preventing the acquisition of United States Steel Corporation (U.S. Steel) by Nippon Steel Corporation, Nippon Steel North America, Inc., and 2023 Merger Subsidiary, Inc. The entities were collectively referred to as the Purchasers, along with U.S. Steel as the Parties. President Biden stated in the order his right "to issue further orders with respect to the Purchasers or U.S. Steel as shall in my judgment be necessary to protect the national security of the United States."
The President has directed the Committee on Foreign Investment in the United States (CFIUS) to review the proposed acquisition. This review will be conducted in accordance with Article II of the Constitution, U.S. laws, and the Defense Production Act of 1950, as amended, section 721. The review is intended to determine if any further action is necessary.
According to the directive, CFIUS's review "shall be conducted de novo, confidentially, and consistent with the procedures set forth for national security reviews under section 721." The review aims to identify potential risks to national security from the proposed transaction and allows the involved parties an opportunity to respond.
CFIUS has been given 45 days from the date of the memorandum to submit a recommendation to the President. This recommendation will assess if the measures proposed by the involved parties are enough to mitigate identified national security risks. The recommendation will include a statement describing each member agency’s position with reasons for their stance.
The memorandum clarifies that it should not affect existing authorities granted by law to executive departments or agencies, nor the functions of the Director of the Office of Management and Budget. It will be implemented consistent with the law and funding availability and does not create enforceable rights or benefits against the United States or its entities.
