the U.S. government, with consent rights over specified matters affecting U.S. Steel. The use of a golden share in this context appears to be a significant development in the public CFIUS mitigation toolkit and may become relevant for high-profile transactions involving industrial capacity, critical supply chains, political sensitivity or symbolic U.S. assets. Additionally, in February 2026, the U.S. Department of Justice filed a complaint in federal district court seeking to enforce the presidential divestment order requiring Chinese entities Suirui Group Co., Ltd. and Suirui International Co., Ltd. to divest their interests in Jupiter Systems, LLC. DOJ described the case as the first action of its kind filed in federal district court to enforce a CFIUS-related presidential order. The case reinforces that parties that close without CFIUS clearance remain exposed to post-closing review, divestment risk and litigation if they fail to comply with a presidential order. Although real estate filings remain a small portion of the Committee’s overall caseload, real estate remains a key focus. FIRRMA created CFIUS jurisdiction over certain real estate transactions, and Treasury’s November 2024 final rule expanded the list of military installations and sensitive locations covered by the real estate regulations. The forced divestment of the cryptocurrency mining facility near a strategic military installation illustrates that covered real estate transactions can carry divestment risk comparable to sensitive technology transactions. State legislatures also remain active in this space, imposing additional restrictions on certain foreign acquisitions of U.S. land. Congress and state legislatures continue to focus on foreign ownership of U.S. land, particularly agricultural land and real estate near military, intelligence, research and critical infrastructure assets. The Secretary of Agriculture also participates in certain CFIUS matters involving agricultural land, biotechnology or other agriculture-related national security issues. Investors should expect continued pressure to expand CFIUS real estate jurisdiction and to integrate federal and state land restrictions into transaction diligence.
matters: the 2024 decline in mitigation frequency predated the AFIP and therefore should not be attributed to the new policy. That said, the AFIP may reinforce a preference for more targeted, concrete mitigation measures rather than broad, open-ended agreements where narrower measures would adequately address the identified national security risk. The Trump administration has emphasized the need to reduce unnecessary complexity in mitigation agreements, which may increase the use of more targeted conditions, letters of assurance or other lower-burden tools where they are sufficient to address the national security concern. Evolving U.S. National Security Landscape The national security landscape continues to evolve, and 2025 was no exception. CFIUS entered the year with expanded enforcement tools, a public enforcement website, increased penalty authority and a demonstrated willingness to impose substantial penalties for mitigation breaches and material misstatements. The Annual Report reflected two presidential decisions in 2024, underscoring that presidential action remains rare but available. One public example was the presidential order requiring divestment of a cryptocurrency mining facility located within one mile of a strategic military installation, demonstrating that real estate proximity risk can produce the same ultimate remedy as a sensitive technology acquisition: prohibition or forced divestment. A further notable 2025 development involved the proposed acquisition of U.S. Steel by Japan’s Nippon Steel. In June 2025, President Trump issued an Executive Order permitting the transaction to proceed subject to conditions, after a prior presidential order had prohibited the transaction while reserving authority for further presidential action. The clearance was conditioned on a National Security Agreement and a perpetual “golden share” in favor of
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FDI and National Security Review
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