Key Takeaways:
- In 2024, CFIUS reviewed 325 covered transactions and increased its scrutiny of non-notified deals. Nevertheless, both the number of filings reviewed and the number of requests for formal filings following non-notified inquiries decreased as compared to 2023.
- Chinese investors accounted for the highest number of notices, and transactions involving China and other high-risk countries continued to face the most rigorous reviews, especially in sectors related to technology and data security. Even so, the number of filings involving Chinese parties decreased.
- CFIUS continued to increase enforcement activity, imposing five penalties (the most ever in a single year), including the largest penalty ever issued ($60 million), for breaches of mitigation agreements and material misstatements. Nevertheless, CFIUS continues to hesitate to impose penalties for failing to make a mandatory filing, as there have been no announced penalties for such a violation.
- Transactions involving critical technologies, professional and technical services, and computer-related sectors received the most attention.
On August 6, 2025, the Committee on Foreign Investment in the United States (CFIUS or the Committee) released its 2024 Annual Report to Congress, providing a comprehensive overview of its activities, trends in foreign investment and the evolving landscape of national security risks. The report details CFIUS' review of covered transactions, enforcement actions, and regulatory updates, reflecting the Committee's ongoing commitment to safeguarding U.S. national security while maintaining an open investment environment.
1. 2024 by the numbers
In 2024, CFIUS reviewed a total of 325 covered transactions, comprising 209 written notices (down from last year's 223) and 116 declarations (up from last year's 109). This represents a continued high volume of activity, though lower than last year's total of 342 filings.
CFIUS also investigated 98 potential non-notified transactions to determine which warranted official inquiry — the Department of the Treasury, as CFIUS chair, formally opened an inquiry into 76 of these transactions and requested a filing for 12 non-notified transactions. Additionally, there were 5 instances in which parties, after receiving outreach from CFIUS, voluntarily filed a declaration or notice before a formal request was made.
Moreover, two transactions reviewed in 2024 were referred to the President for final decisions. The first resulted in an order prohibiting the purchase and requiring the divestment of a cryptocurrency mining facility located within one mile of a strategic military installation initially acquired by MineOne Partners Limited, a British Virgin Islands company ultimately majority owned by Chinese nationals, among other related entities. The second resulted in a divestment order centered on the purchase of a U.S. audiovisual technology company, Jupiter Systems, LLC, by Suirui Group Co., Ltd., and its Hong Kong subsidiary, Suirui International Co., Limited.
A. Declarations
Of the 116 declarations, CFIUS cleared 91, rejected 2, determined that it was unable to conclude action for 7, and requested that the parties submit a full notice for 17. For declarations submitted in 2024, the average number of calendar days that elapsed between the date a declaration was submitted (i.e., became complete) and the date on which the Committee accepted it was 4.2. The average and median number of calendar days for CFIUS to complete assessment of declarations were 30.1 and 30, respectively — the maximum review period allotted to CFIUS by the Foreign Investment Risk Review Modernization Act of 2018 (FIRRMA) is 30 calendar days. The annual report notes that these numbers may exceed 30 calendar days in some cases because, in certain circumstances, the 30th calendar day of the assessment period falls on a Saturday, Sunday or public holiday; in those cases, the next business day is considered the final day of the assessment period under the CFIUS regulations. Additionally, for 2024, the Committee did not waive the requirement to submit a declaration for any of the above-listed transactions.
B. Notices
CFIUS conducted an initial “review” (with a maximum review period of 45 days) of 209 written notices, and proceeded to conduct a subsequent “investigation” (an additional 45-day review period) for 116 of those notices — with 2 notices subject to an extension due to extraordinary circumstances. Notices were down approximately 10% from 2023. It is unclear why filings went down, although potential explanations could include an unfavorable investment and mergers and acquisitions environment overall or an unwillingness of parties to make voluntary filings. That CFIUS launched an investigation into more than half of all notices in 2024 indicates that it continues to closely review such filings and, more often than not, is unable to complete this process in the initial 45-day period. Additionally, 49 notices were withdrawn in 2024, all after the commencement of the investigation period. In 42 cases, parties refiled their notices, while in 7 cases, the transactions were abandoned, either for commercial reasons or due to unresolved national security concerns.
CFIUS imposed mitigation measures or conditions in connection with 25 written notices (about 12% of total notices), including 16 cases where action was concluded after entering into mitigation agreements. This was down more than 50% from 2023, when 35 mitigation agreements were adopted. The measures adopted in the 2024 mitigation agreements, consistent with prior years, ranged from restrictions on data access and technology transfers to requirements for U.S. government approval of certain business decisions. Additionally, presidential decisions were issued regarding 2 transactions for which CFIUS initiated a review. A transaction may be rejected due to incompleteness, a material change to the transaction, discovery of contradictory information regarding the transaction or failure of the parties to respond to the Committee's requests for follow-up information. Only 1 notified transaction was rejected by CFIUS in 2024.
The average and median calendar days for CFIUS to review a submitted notice were 46.5 and 46, respectively — the maximum review period under FIRRMA for this stage of CFIUS' review is 45 calendar days. For those notices that entered the investigation stage, it took an average of 87.5 calendar days for CFIUS to reach a determination and a median of 91 calendar days (the maximum cumulative review period allowed under FIRRMA for the review and investigation stages is 90 calendar days). As noted in the annual report, these numbers may exceed 45 or 90 calendar days in some cases because of the deadline falling on a Saturday, Sunday or public holiday.
C. Non-notified transactions
CFIUS identified and considered “thousands” of potential non-notified transactions in 2024, and formally opened inquiries into 76 transactions identified through the non-notified/non-declared process. This is a significant increase from the 60 inquiries opened in 2023 following reviews of non-notified transactions. However, although CFIUS did not provide a specific number of non-notified transactions reviewed, even assuming that the Committee's reference to thousands is at the low end (2,000, for example), that would still imply that more than 95% of non-notified transactions did not merit further inquiry. In 2024, through this process, the Committee requested that transaction parties submit a filing for 12 non-notified transactions. In 5 additional cases, parties in receipt of a non-notified inquiry voluntarily filed prior to receiving a formal request. CFIUS identified these transactions through interagency referrals, tips from the public, media reports, commercial and proprietary databases, congressional notifications and voluntary self-disclosures. Indeed, the Committee continues to enhance its detection capabilities through interagency coordination, new tools and increased staffing.
2. Key countries
A. Declarations
The chart below presents the number of CFIUS declarations submitted in 2024, broken down by the home country or economy of the foreign investor, highlighting which countries' investors most frequently utilized the declaration process during this period. Notably, China does not appear in the top 10 countries by number of declarations. This likely indicates that Chinese investors have a strong preference for the greater certainty provided by the notice process over the abbreviated declaration process, which can often end without CFIUS clearing the transaction.
| Most Declarations Submitted in 2024 by Country | |
|---|---|
| Japan | 16 |
| Canada | 17 |
| France | 9 |
| U.K. | 9 |
| Germany | 8 |
| UAE | 7 |
| Netherlands | 5 |
| Singapore | 5 |
| Australia | 4 |
| Luxembourg | 4 |
| South Korea | 4 |
| Switzerland | 4 |
For the three-year period from 2022 to 2024, investors from Canada accounted for the largest proportion of declarations with 11.6% (46 declarations), while investors from Japan accounted for the second-most declarations with 11.4% (45 declarations) and investors from the U.K., France, and Germany tied for third with 7.3% (29 declarations) each.
B. Notices
In 2024, the highest number of notices was from investors from China, accounting for 12% (26 notices), which was down approximately 14% from the number of notices submitted by Chinese investors in 2023 (33 notices). This was followed by investors from France and Japan, each with 11% (23 notices). Investors from the United Arab Emirates (21 notices) and Singapore (14 notices) rounded out the top five.
| Most Notices Submitted in 2024 by Country1 | |
|---|---|
| China | 26 |
| France | 25 |
| Japan | 24 |
| UAE | 21 |
| Singapore | 19 |
| Canada | 12 |
| Germany | 12 |
| Israel | 10 |
| U.K. | 10 |
For the three-year period from 2022 to 2024, the highest number of notices was from investors from China, accounting for 13% (95 notices), followed by investors from Singapore with 10% (73 notices). Investors from the UAE accounted for 7% (54 notices), investors from Japan accounted for 7% (53 notices) and investors from the U.K. rounded out the top five with 7% (52 notices). The number of notices filed involving U.K. investors dropped significantly from 19 in 2023 to 10 in 2024. This may be due to significant easing of export control restrictions on the U.K. as part of AUKUS, a trilateral security partnership between Australia, the U.K., and the U.S., which would reduce the number of transactions that would require a mandatory filing based on the U.S. business having “critical technology” requiring an export license to export to the U.K.
3. Top sectors
A. Declarations
By industry sector, the greatest number of declarations involved transactions relating to:
- Electric power generation, transmission and distribution (10 filings)
- Architectural, engineering and related services (10 filings)
- Computer systems design and related services (9 filings)
Additional filings were related to transactions involving the following sectors: scientific research and development services; household appliances and electrical and electronic goods merchant wholesalers; semiconductor and other electronic component manufacturing; navigational, measuring, electromedical and control instruments manufacturing.
B. Notices
As for notices, the greatest number of filings involved transactions relating to:
- Professional, scientific and technical services (53 filings)
- Computer systems design and related services (26 filings)
- Computer and electronic product manufacturing (18 filings)
- Publishing industries (except the internet) (13 filings)
- Software publishers (13 filings)
Additional filings were related to transactions involving the following sectors: machinery manufacturing; utilities; electric power generation, transmission and distribution; architectural, engineering and related services; and scientific research and development services.
4. Critical technologies
The 2024 Annual Report shows that most foreign investment filings in U.S. critical technology companies came from allied countries, with Japan leading and doubling its number of filings from 12 to 24 from 2023. France has also doubled its filings from the previous year (10 to 20), indicating increased interest in these sectors. Chinese filings also more than doubled, but the report cautions that this figure may be inflated due to the inclusion of withdrawn and refiled transactions. CFIUS uses 1 C.F.R. § 800.215 to define “critical technologies” broadly — encompassing defense articles or services, advanced semiconductors, biotechnology, aerospace, select agents and toxins, and other sensitive and emerging technologies listed under relevant U.S. export control regulations. Overall, the data reflects strong global interest in U.S. critical technologies, especially from allied nations, with notable but potentially overstated activity from strategic adversaries such as China.
| 2024 Critical Technology Transactions by Country | |
|---|---|
| Country |
Number of Notices and Declarations |
| Japan | 24 |
| France | 20 |
| China | 16 |
| Germany | 14 |
| UAE | 14 |
| U.K. | 13 |
| Israel | 10 |
| Sweden | 10 |
| Netherlands | 9 |
A key trend in 2024 was the concentration of foreign acquisitions in the professional, scientific, and technical services sector, which accounted for the largest share of critical technology transactions (46 notices and declarations). This sector's prominence underscores the global demand for U.S. expertise in research, development, and technical innovation. Other significant sectors attracting foreign investment included computer and electronic product manufacturing (22), fabricated metal product manufacturing (15), machinery manufacturing (13), and transportation equipment manufacturing (11).
| 2024 Critical Technology Transactions by Sector | |
|---|---|
| Sector |
Number of Notices and Declarations |
| Professional, scientific, and technical services | 46 |
| Computer and electronic product manufacturing | 22 |
| Fabricated metal product manufacturing | 15 |
| Machinery manufacturing | 13 |
| Transportation equipment manufacturing | 11 |
| Publishing industries (except the internet) | 9 |
| Merchant wholesalers and durable goods | 7 |
5. Enforcement
As of the end of 2024, the Committee was monitoring 242 mitigation agreements and conditions. Four mitigation agreements and conditions were materially modified in 2024 and 25 were terminated. The number of mitigation agreements or conditions terminated was a significant increase over the number terminated in 2023 (15) and 2022 (16).
In instances of noncompliance with mitigation agreements, CFIUS can impose measures to address the noncompliance, and in the event of a material breach, it may impose civil monetary penalties. In 2024, the Committee assessed four penalties for breaches of material provisions in mitigation agreements and one penalty for the submission of a notice and supplemental information containing material misstatements. Notably, in August 2024, CFIUS announced its largest penalty issued to date ($60 million) following its finding of material violations relating to a national security agreement — marking a record in the Committee's enforcement history. This record penalty was part of CFIUS' broader efforts to strengthen compliance and enforcement, as highlighted by the unveiling of its new enforcement webpage and updated list of penalty actions. CFIUS continues to assess noncompliance on a case-by-case basis as it evaluates whether civil penalties should be assessed and/or whether other measures to address national security risk should be implemented. In 2024, the Committee completed two investigative actions regarding compliance with CFIUS' mandatory filing requirements under 31 C.F.R. § 800.401, including issuing a formal determination of noncompliance. Nevertheless, CFIUS is yet to publicly announce a financial penalty for failure to make a mandatory filing. The Committee also received and acted on “voluntary self-disclosures” for other potential failures to file a mandatory declaration which, among other potential violations, it continues to investigate.
Looking ahead: CFIUS priorities and expectations for 2025 and beyond
- CFIUS is expected to continue to actively enforce its mandate, and filers should expect rigorous compliance monitoring and continued enforcement actions for noncompliance.
- With the highest number of notices in 2024 (12%), Chinese investors will continue to face the most rigorous reviews, especially in sensitive sectors. CFIUS is likely to continue to scrutinize ultimate beneficial ownership, potential ties to the Chinese government, and risks of technology transfer or data exploitation.
- With thousands of potential non-notified transactions identified and 76 formal inquiries opened in 2024, CFIUS will continue to invest in tools, staff, and interagency coordination to detect and pursue transactions that were not voluntarily filed.
Companies with questions about how CFIUS could impact proposed transactions should contact a member of Foley Hoag's International Trade & National Security practice.
Footnote
1. Because some covered transactions involve multiple acquirers from more than one country or economy, the totals in this chart are greater than the total number of covered notices reviewed by the Committee.
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