2025-00621Presidential DocumentWallet

President Issues Mystery Document About Japanese Steel Takeover

Published Date: 1/13/2025

Presidential Document

Summary

The U.S. government has blocked Nippon Steel from buying United States Steel because it could hurt national security. Nippon Steel and U.S. Steel must stop the deal within 30 days or get special permission to delay. This means no big changes in ownership or control will happen anytime soon, keeping steel production safe and secure in the U.S.

Analyzed Economic Effects

6 provisions identified: 0 benefits, 6 costs, 0 mixed.

Acquisition of U.S. Steel Blocked

The President ordered that Nippon Steel Corporation (and related purchasers) are prohibited from acquiring United States Steel Corporation. The order also bans any substantially similar transaction, whether direct or indirect.

Mandatory Abandonment Within 30 Days

Nippon Steel, Nippon Steel North America, and 2023 Merger Subsidiary, and United States Steel must fully and permanently abandon the proposed transaction no later than 30 days after January 3, 2025 (i.e., by February 2, 2025), unless CFIUS extends that deadline. After abandoning the deal, the parties must certify in writing to CFIUS that abandonment is complete.

Ban on Evasion or Circumvention

Any transaction, instrument, or method used to evade or circumvent this order is prohibited. Parties may not use alternative structures or agreements to achieve the same effect as the blocked acquisition.

CFIUS Authority and Enforcement Tools

CFIUS is authorized to implement measures it deems necessary to protect U.S. national security with respect to the proposed transaction, including remedies available under section 721 and its regulations. The Attorney General is also authorized to take steps necessary to enforce this order.

Weekly Compliance Certification Requirement

Until the parties certify abandonment to CFIUS, Nippon Steel and U.S. Steel must provide weekly certifications to CFIUS that they are complying with the order and must describe efforts and timelines to abandon the proposed transaction. These weekly reports continue until CFIUS verifies the abandonment certification.

Reservation of Further Presidential Orders

The President reserved the authority to issue further orders concerning Nippon Steel or U.S. Steel as necessary to protect national security. This leaves open the possibility of additional restrictions or requirements in the future.

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Key Dates

Effective Date
Published Date
1/3/2025
1/13/2025

Department and Agencies

Department
Independent Agency
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