Shifting Currents Beneath a Calm Surface: CFIUS’s 2024 Annual Report to Congress

CFIUS Caseload Continues Its Decline

 

CFIUS’s annual report offers statistics based on the number of filings CFIUS receives, and on that basis, CFIUS seems to be about as busy as in recent years.  However, the number of filings is not really an accurate reflection of CFIUS’s caseload because of double counting.  Nearly 15 percent of the short-form declarations that were filed in 2024 ended up being resubmitted as long-form notices.  Meanwhile, over 20% of the 2024 cases based on long-form notices (a slight uptick from 2023) could not be resolved within CFIUS’s statutory timeframe.  Those cases had to be withdrawn and refiled administratively to allow CFIUS and/or the parties more time for diligence or to reach agreement on mitigation conditions.

 

After addressing the double counting of filings for the same transactions, we found that CFIUS looked at 264 distinct transactions during 2024, a 5 percent decline from 2023 and nearly 18 percent fewer transactions than in 2022.  This is despite CFIUS’s renewed efforts at bringing in previously “non-notified” filings (transactions for which neither a mandatory nor a voluntary filing was made).

 

CFIUS’s falling caseload cannot just be a reflection of global M&A markets.  As noted in our other recent blog posts covering the annual reports from foreign investment regulators in the United Kingdom and France, those countries are experiencing rapid growth in the number of filings, to the point where the UK has clearly leapfrogged CFIUS in terms of activity and even though half of French filings were determined by the French authorities to be out of scope, the French Treasury looked at more foreign investment filings in 2024 than CFIUS did.

 

Please see Table 1 below for our summary and suggested rethinking of the CFIUS statistics for 2022-2024.

 

Even Before AFIP, CFIUS Was Mitigating Far Fewer Transactions

 

In 2024, CFIUS applied mitigation conditions to fewer than 10 percent of the transactions it reviewed (not counting the one case in which CFIUS applied interim conditions during its review process).  This is a remarkable drop—not only is it just over half of the mitigation rate from 2022 and 2023, but it is the lowest rate since 2015. 

 

Notably, this change occurred before President Trump issued the America First Investment Policy, stating his intention to eliminate “overly bureaucratic, complex, and open-ended ‘mitigation’ agreements for United States investments from foreign adversary countries.”  The implication of AFIP is that more investments from adversarial nations should be blocked, not mitigated.  We’ll see if that further reduces the number of investments, and ultimately filings, from China, which the U.S. government has clearly tagged as an adversary. Although the rate of CFIUS’s mitigation conditions has fallen, as of 2024, CFIUS’s rate of clearing transactions has remained relatively steady.

 

Shifting Geographies:  Filings Coming from Different Directions

 

The origins of foreign investments can vary from year to year for a variety of reasons, but in 2024 we saw a number of notable shifts. As indicated in Table 2 below, filings originating in Canada, China, Singapore, South Korea, and the United Kingdom continued to fall over the past two years, while filings from France and Japan continued to rise quickly.  Declining filings from China likely reflect increasing geopolitical tensions between China and the United States, and arguably, the ongoing filing declines from Canada and the United Kingdom may reflect greater familiarity and use of CFIUS’s “excepted investor” status, which exempts certain investors from those countries from CFIUS’s mandatory filings as well as jurisdiction over non-controlling investments and real estate transactions.  The other declines are harder to explain, as is the rapid growth in filings from France and Japan.

 

The Very Quiet Elephant in the Room

 

Unsurprisingly, the report includes CFIUS’s biggest case of the year, Nippon Steel-U.S. Steel, though it falls short of providing an explicit discussion of the case. The record shows that the Nippon Steel-U.S. Steel case was filed and withdrawn and refiled, ultimately leading to a Presidential decision to block the transaction.  The annual report includes figures for cases that were withdrawn in 2024 and refiled in 2025, but there’s no statistic reflecting the fact that despite the Presidential decision in 2024, the Nippon Steel-U.S. Steel case was reopened and the decision ultimately reversed by a new President in 2025, with the introduction of a U.S. government-owned “golden share” in U.S. Steel as a mechanism for implementing CFIUS mitigation conditions.  We are curious as to whether the classified version of the annual report delivered to Congress provides more insights, and look forward to next year’s annual report to see how CFIUS covers this unprecedented development.

 

Statistical summary and analysis

 

TABLE 1:
STATISTICAL SUMMARY AND ANALYSIS OF CFIUS 2024 ANNUAL REPORT TO CONGRESS
			2024		2023		2022
Total declarations
	Filed		116	100.0%	109	100.0%	154	100.0%
		Mandatory	36	31.0%	36	33.0%	44	28.6%
		Real estate	6	5.2%	3	2.8%	5	3.2%
	Cleared		91	78.4%	83	76.1%	90	58.4%
	Notice requested		17	14.7%	20	18.3%	50	32.5%
	Unable to complete action		7	6.0%	6	5.5%	14	9.1%
	Rejected		0	0.0%	0	0.0%	0	0.0%
		Refiled as notice	0	0.0%	0	0.0%	0	0.0%
	Withdrawn		1	0.9%	0	0.0%	0	0.0%
Notices
	Filed		209	100.0%	233	100.0%	286	100.0%
		Real estate	3	1.4%	2	0.9%	1	0.3%
	Withdrawn		49	23.4%	57	24.5%	88	30.8%
		during review period	0	0.0%	0	0.0%	1	0.3%
		during investigation period	49	23.4%	57	24.5%	87	30.4%
	Withdrawn and refiled		42	20.1%	42	18.0%	68	23.8%
		in same year	31	14.8%	34	14.6%	53	18.5%
		in subsequent year	11	5.3%	8	3.4%	15	5.2%
	Investigation stage		116	55.5%	128	54.9%	162	56.6%
		Extraordinary 15-day extension	2	1.0%	1	0.4%	0	0.0%
	Rejected		1	0.5%	2	0.9%	1	0.3%
		Refiled as agency notice	0	0.0%	1	0.4%
	Distinct notices reviewed		166	100.0%	189	100.0%	217	100.0%
	Interim mitigation during case		1	0.6%
	Cleared		157	94.6%	175	92.6%	197	90.8%
		Unconditional*	141	84.9%	140	74.1%	156	71.9%
		With mitigation conditions	16	9.6%	35	18.5%	41	18.9%
	Withdrawn and abandoned		7	4.2%	14	7.4%	20	9.2%
		CFIUS concerns	4	2.4%	9	4.8%	12	5.5%
		Other reasons	3	1.8%	5	2.6%	8	3.7%
	Presidential decision		2	1.2%	0	0.0%	0	0.0%
Total transactions
	Total transactions filed		266		280		322
		Real estate	9	3.4%	5	1.8%	6	1.9%
	Distinct transactions reviewed/assessed		264	100.0%	278	100.0%	321	100.0%
		Resolved via declaration**	98	37.1%	89	32.0%	104	32.4%
		Resolved via notice***	166	62.9%	189	68.0%	217	67.6%
		Resolved with mitigation	16	6.1%	35	12.6%	41	12.8%
	Cleared		248	93.9%	258	92.8%	287	89.4%
Non-notified transactions
	Evaluated by CFIUS after screening		98	100.0%
	Formal inquiry by CFIUS		76	77.6%	60	100.0%	84	100.0%
	Filings requested by CFIUS		12	12.2%	13	21.7%	11	13.1%
	Filed voluntarily after outreach		5	5.1%	3	5.0%
*Distinct notices less those cleared with mitigation conditions, those withdrawn and abandoned, and those resulting in a Presidential decision
**Declarations filed less those rejected, withdrawn, or for which full notices were requested
***Includes all distinct notices reviewed
Sources: CFIUS Annual Reports to Congress for 2022-2024; Linklaters calculations

 

TABLE 2:
CFIUS FILINGS FROM HIGHLIGHTED COUNTRIES
			2024	2023	2022	Total
Canada
	Declarations		11	13	22	46
	Notices		12	16	23	51
China
	Declarations		2	2	5	9
	Notices		26	33	36	95
France
	Declarations		9	11	9	29
	Notices		25	9	14	48
Japan
	Declarations		16	11	18	45
	Notices		24	15	15	54
Singapore
	Declarations		5	0	9	14
	Notices		14	19	40	73
South Korea
	Declarations		4	7	13	24
	Notices		4	10	16	30
United Kingdom
	Declarations		9	10	10	29
	Notices		10	19	23	52