nearly US$88 million, including the US$60 million T-Mobile penalty for violations of a National Security Agreement, which CFIUS identified as the largest penalty it had assessed to date. The Annual Report included examples of mitigation measures negotiated in 2024, each of which required the parties involved to take specific verifiable actions and are typically codified in NSAs between transaction parties and CFIUS member agencies. Example mitigation measures include the following: ^ Establishing guidelines and terms for handling existing or future contracts with the U.S. government or its contractors, U.S. government customer information and other sensitive information; ^ Establishing a corporate security committee, voting trust and other mechanisms to limit non-U.S. influence and ensure compliance, including the appointment of a U.S. government-approved security officer and/ or member of the board of directors and requirements for security policies, annual reports and independent audits; and ^ Requiring prior notification to and approval by relevant U.S. government parties in connection with any increase in ownership or rights by the non-U.S. acquirer. The Committee’s non-notified function also remained active. In 2024, CFIUS identified and preliminarily considered thousands of potential non-notified transactions, investigated 98 of them, formally opened inquiries into 76 and requested filings for 12. In five additional instances, parties that received non-notified- related outreach voluntarily filed a declaration or notice before receiving a formal filing request. The continued use of mitigation measures as a condition for clearing transactions by the Committee and intensification of scrutiny from the Committee’s office of non-notified transactions emphasizes the need for investors to employ thoughtful CFIUS risk mitigation strategies from the earliest stages of the transaction planning process. The timing
AFIP also directs consideration of expanded authorities relating to emerging and foundational technologies, greenfield investments, real estate, research facilities, talent and operational access. Recent Filing Data In August 2025, CFIUS published its latest Annual Report to Congress on key activities, including notices, declarations and withdrawals through calendar year 2024 (Annual Report). CFIUS reviewed or assessed 325 covered transactions in 2024, consisting of 209 notices and 116 declarations. This represented a decline from 342 total filings in 2023 and 440 total filings in 2022. This continued decline appears directionally consistent with broader M&A market conditions, rather than a reduction in CFIUS jurisdiction or national security focus. China accounted for the highest number of notices in 2024, with 26 notices, followed by France and Japan, each with 23 notices. Investors from the United Arab Emirates accounted for 21 notices, and investors from Singapore accounted for 14 notices. For declarations, Japan led with 16, followed by Canada with 11 and France and the United Kingdom with nine each. Viewed against prior years, Chinese notice filings declined from 36 in 2022 to 26 in 2024, a decrease of approximately 28%. On a combined notice-and- declaration basis, Chinese filings declined from 41 in 2022 to 28 in 2024. Recent Enforcement and Mitigation Data Mitigation measures and enforcement remain central to the Committee’s agenda. According to the Annual Report, CFIUS adopted mitigation measures or conditions in 25 instances in 2024, representing approximately 12% of notices. CFIUS assessed five civil penalties in 2024: four for breaches of material mitigation provisions and one for material misstatements in a CFIUS filing and supplemental information. Treasury’s public enforcement materials describe 2024 penalty actions totaling US$87.75 million, or
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