On August 6, 2025, the U.S. Department of the Treasury released the Committee on Foreign Investment in the United States ("CFIUS" or "the Committee") 2024 annual report to Congress regarding the Committee's national security reviews and investigations of certain foreign investment transactions from the preceding year. The report offers valuable insight into the CFIUS review process and highlights the various foreign investment transaction elements that are coming under scrutiny. Even with an overall decrease in global merger and acquisition activity in 2024, CFIUS activity was still significant.
CFIUS Jurisdiction Overview
CFIUS is a U.S. interagency body, chaired by the Department of the Treasury ("Treasury"), acting pursuant to authority granted under Section 721 of the Defense Production Act of 1950 (50 U.S.C. § 4565) and the Foreign Investment Risk Review Modernization Act of 2018 ("FIRRMA"), which authorize review of certain foreign investment and real estate transactions in the United States by foreign persons (known as "covered transactions") to determine the effect of such transactions on U.S. national security. Where CFIUS identifies transaction elements warranting action, the Committee may enter into agreements with, or impose conditions on, the parties to the transaction. Some foreign investment transactions require mandatory filing with CFIUS; however, transacting parties submit most filings with the Committee as voluntary declarations or notices. See our Torres Trade Law Primer on CFIUS for a more detailed overview.
Key Report Takeaways
- Declarations
- CFIUS reviewed 116 declarations in 2024, which is a slight increase from the 109 declarations reviewed in 2023. Six of the 2024 declarations involved covered real estate transactions.
- Transaction parties filed 36 declarations pursuant to mandatory filing requirements.
- On 17 occasions, CFIUS requested parties that filed a declaration to file a notice, which is a more detailed filing.
- Japanese investors filed the most declarations in 2024 with 16, followed by Canadian investors with 11 declarations. Investors from the UK and France filed the third-most declarations with nine declarations each.
- Notices
- CFIUS reviewed 209 notices in 2024 compared to 233 notices reviewed in 2023. Three of the 209 notices involved real estate transactions.
- CFIUS conducted investigations with respect to 116 of the 209 notices.
- In 2024, filing parties withdrew 49 of the 209 notices. In 42
of these instances, the parties filed a new notice (31 were refiled
in 2024 and 11 in 2025).
- Of the 49 withdrawn notices, parties abandoned the underlying transactions related to seven notices for commercial reasons or because i) CFIUS informed the parties that no mitigation measures would resolve the national security risks, or ii) CFIUS presented mitigation measures that the parties chose not to accept.
- Processing Times:CFIUS closed reviews of notices in an average of 46.5 days; CFIUS closed investigations in an average of 87.5 days.
- The industry sectors with the highest percentage of notices filed were Finance, Services (53%), and Manufacturing (33%).
- Chinese investors filed the most notices for 2024 (26), followed by France and Japan (23 each), and then the United Arab Emirates (21).
- Mitigation Measures
- In 2024, CFIUS adopted mitigation measures and conditions in
the following instances:
- In 16 covered transactions, CFIUS concluded action pursuant to a notice after adopting a mitigation agreement or order;
- CFIUS adopted a mitigation agreement to address residual national security concerns related to a notice voluntarily withdrawn and abandoned;
- CFIUS imposed measures to mitigate interim risk related to one notice; and
- On six occasions, Treasury issued letters imposing conditions (though not mitigation agreements) when granting withdrawal and abandonment of notices.
- In one instance in 2024, President Biden issued an order prohibiting the purchase and requiring the divestment of certain real estate.
- Notable mitigation measures include:
- prohibiting or limiting the transfer or sharing of certain intellectual property, trade secrets, assets, or technical information;
- ensuring segregated computer networks;
- requiring prior notification to and non-objection by the U.S. Government regarding changes to data storage locations;
- restricting the hiring of certain personnel;
- establishing a corporate security committee, voting trust, and other mechanisms to limit foreign influence and ensure compliance, including the appointment of a U.S. Government-approved security officer, member of the board of directors, or board observer, and requirements for security policies, communications policies, annual reports, and independent audits;
- notification and approval of security officers, third-party monitors, or relevant U.S. Government parties in advance of visits to the U.S. business by foreign nationals;
- restricting communications between the U.S. business and the foreign investor;
- assurances of continuity of supply to the U.S. Government for defined periods, notification and consultation prior to taking certain business decisions, and reservation of certain rights for the U.S. Government in the event that the company decides to exit a business line; and
- facilitating voluntary abandonment or divestiture by the foreign acquirer of all or part of the U.S. business, including any measures to address risk until such abandonment or divestiture is complete.
- In 2024, CFIUS adopted mitigation measures and conditions in
the following instances:
- Critical Technologies
- In 2024, CFIUS reviewed 150 covered transactions involving foreign acquisitions of U.S. critical technology businesses.
- The top originating countries for acquisition of U.S. critical
technology companies, in order of volume of filings, are:
- Japan (24 transactions),
- France (20),
- China (16),
- Germany and the United Arab Emirates (14 each), and
- the UK (13).
- Year over year, total filings (declarations and notices) with CFIUS slightly decreased from 342 filings in 2023 to 325 filings in 2024.
Non-Notified Transactions
Treasury continues to use various methods to identify "non-notified transactions," which are covered transactions for which no declaration or notice was filed with CFIUS. In 2024, Treasury opened inquiries into 76 non-notified transactions, resulting in requests for filings regarding 12 non-notified transactions. These numbers do not reflect instances where the parties in receipt of non-notified-related outreach voluntarily filed a declaration or notice prior to receiving a formal request; there were five such instances in 2024.
Other Notable Developments
In addition to the statistical information outlined above, the CFIUS 2024 Annual Report also described other important developments, including November 2024 revisions to the CFIUS regulations, described in further detail in our previous articles, CFIUS Review of Real Estate Transactions: A Primer and Overview of Recent Updates and Treasury Finalizes Rule Increasing CFIUS Penalties and Expanding Enforcement Powers. Additionally, the Annual Report highlighted various other CFIUS enforcement updates. (See Torres Trade Law's description of recent CFIUS enforcement actions in our article, Treasury Announces CFIUS Enforcement Blitz.)
Looking ahead, the 2024 CFIUS Annual Report referenced President Trump's February 2025 publication of the America First Investment Policy, and CFIUS announced that it is "reviewing our processes, practices, and authorities to ensure we are positioned to address new and evolving threats that can accompany foreign investment, while maintaining the United States' strong, open investment environment."
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