Recent CFIUS developments: the CY2024 Annual Report to Congress and the Presidential Order requiring Suirui International divestiture of interest in Jupiter Systems

CY2024 Annual Report to Congress

The Committee on Foreign Investment in the United States (CFIUS or the Committee) issued its unclassified Annual Report to Congress for calendar year 2024 (Report). Ten highlights follow:

The total number of filings dropped.

CFIUS reviewed a total of 325 filings in 2024, reflecting a slight decrease from 2023. A total of 116 declarations (short-form filings) were filed in 2024, up approximately six percent from 2023 after a significant drop from 154 in 2022. Notices (long-form filings) decreased approximately ten percent to 209 from 2023, continuing the trend after an 18 percent drop in 2023 from 2022. The decrease in total filings is likely the result of multiple factors, including market conditions and, for transactions that did not trigger mandatory CFIUS filings, and parties’ perceptions of the national security implications of their transactions in the context of a more complex geopolitical environment.

Japan replaced Canada as the top foreign investor home country for declarations filed.

Japan held the top spot for declarations filed in 2024 at 16 declarations, an approximately 23 percent increase as compared to the number of declarations filed by the top filer in 2023, Canada, with 13 declarations. Canada fell to the second position in 2024 to 11 declarations. In 2024, France tied the United Kingdom for third with nine declarations each. Declarations from China continued to drop from five in 2022 to only two in 2023, and remained very low, at two, in 2024, likely reflecting market conditions, the geopolitical environment, and parties’ recognition that CFIUS is unlikely to clear Chinese investments through the declaration route.

Proportion of “cleared” declarations continues to rise.

Of the 116 declarations submitted in 2024, approximately 78 percent were “cleared” (i.e., CFIUS notified the parties that it had concluded all action after completion of its 30-day declaration assessment), slightly up from approximately 76 percent in 2023, and approximately 58 percent in 2022, reflecting another new record for the highest percentage of cleared declarations since CFIUS introduced the declaration route in November 2018. For declarations filed in 2024, CFIUS requested that parties file a notice with CFIUS at a slightly lower rate than in 2023 and 2022. In 2024, CFIUS requested that the parties file a notice for approximately 15 percent of the declarations filed, compared to approximately 18 percent in 2023 and 32 percent in 2022. The increased percentage of cleared declarations likely reflects further improvements in CFIUS’s efficiency in evaluating the national security implications of transactions in the declaration’s 30-day assessment window and the public’s refined understanding of the types of transactions that CFIUS is likely to clear through the declaration process.

China maintained the top spot for notices filed in 2024 – or did it?

China maintained the top spot as the foreign country from which the most notices were filed at 26 notices, accounting for 12 percent of the total notices. Investors from China filed 33 notices in 2023. France and Japan tied for second, (23 notices), followed by the United Arab Emirates (21 notices) and Singapore (14 notices).

However, the Report highlights that when considering “distinct transactions” (i.e., adjusting for the double counting that occurs when (i) a notice is withdrawn and refiled or (ii) a declaration results in a request for a notice), France, Japan, and the United Arab Emirates actually held the top spots for notices filed in 2024. The fact that Chinese investors filed 26 notices in 2024, but fewer than 21 of them constituted "distinct transactions," likely reflects that Chinese investors' transactions are withdrawn and refiled at a higher rate than other transactions.

Few declarations and notices involved covered real estate transactions.

The number of CFIUS real estate filings increased slightly in 2024, but remained low. Of the 209 notices and 116 declarations of covered transactions filed in 2024, nine filings were made (three notices and six declarations) pursuant to CFIUS’s real estate regulations. In 2023, five filings were made pursuant to CFIUS’s real estate regulations. The small number of CFIUS real estate filings likely reflects that many transactions involving foreign acquisitions of U.S. real estate instead fall within CFIUS’s investment regulations because the foreign person is not acquiring the U.S. real estate directly, but rather is acquiring a U.S. business that holds U.S. real estate assets. Nonetheless, we anticipate continued focus on foreign acquisitions of U.S. real estate given the U.S. Government’s focus on farmland and real estate, reflected by recent developments: (i) President Trump’s February 21, 2025 National Security Presidential Memorandum (“NSPM-3”) notes the “United States will protect [its] farmland and real estate near sensitive facilities. . .”; (ii) the expansion of the list of covered real estate under CFIUS’s real estate regulations in 2024; and (iii) the 2024 Presidential order regarding the divestment of certain real estate assets by MineOne Partners Limited and its affiliates, the first ever Presidential prohibition under the authority of CFIUS’s real estate regulations.

Second-stage investigations remain steady.

In 2024, approximately 56 percent of CFIUS’s reviews of notices proceeded to a second-stage investigation, a slight uptick from approximately 55 percent in 2023. For cases that proceeded to an investigation in 2024, on average, CFIUS closed these cases 87.5 calendar days after it formally accepted the notice, compared to the 85.8 calendar days in 2023, and 80.5 calendar days in 2022. The longer investigations may reflect CFIUS’s use two times in 2024 of its authority to extend its investigation by approximately 15 days.

The proportion of transactions subject to mitigation experienced a marked drop.

The number of cases for which CFIUS adopted mitigation measures and conditions dropped to 16 notices (excluding one transaction in which CFIUS implemented interim risk mitigation), approximately half the number of transactions mitigated by CFIUS in 2023. In addition, a mitigation agreement was entered into with parties to one withdrawn filing, and CFIUS imposed conditions on six transactions that were withdrawn and abandoned. The decrease in mitigated transactions in 2024 precedes the issuance of NSPM-3, which made clear that “overly bureaucratic, complex, and open-ended ‘mitigation’ agreements for . . . foreign adversaries” would be disfavored under the Trump Administration. The decrease in mitigated transactions may continue in 2025 in light of statements by the President in the NSPM-3.

In addition, Presidential decisions were issued regarding two transactions reviewed in 2024, up from zero in 2023. In particular, President Biden issued executive orders blocking the Nippon Steel-U.S. Steel transaction (which President Trump subsequently approved in 2025 subject to certain conditions) and a real estate purchase by certain entities associated with MineOne Partners Limited.

Civil penalties and voluntary disclosures underscore commitment to enhanced compliance and enforcement efforts.

As of year-end 2024, CFIUS was monitoring 242 mitigation agreements and conditions, with CFIUS terminating 25 agreements in 2024 and modifying four other agreements in 2024. The Committee assessed four penalties in 2024 in connection with breaches of material provisions in mitigation agreements, mirroring the four penalties assessed in 2023. CFIUS also assessed one penalty in 2024 for submission of a notice and supplemental information containing material misstatements. Moreover, the Committee completed two investigations regarding compliance with CFIUS’s mandatory filing requirements, including issuing a formal determination of noncompliance. In 2024, CFIUS also received and acted on “voluntary self-disclosures” for transactions that it continues to investigate. In August 2024, CFIUS announced its largest penalty issued to date and released a new enforcement webpage. In addition, in late 2024, Treasury increased the civil monetary penalties for certain actions (e.g., material omissions or misstatements in communications with CFIUS, failing to submit filings for transactions that implicate the mandatory filing programs) to $5 million or the greater of $5 million or the value of the transaction, a significant increase from the previous penalties of $250,000 or the greater of $250,000 or the value of the transaction. We expect that CFIUS’s focus on enforcement will continue.

CFIUS’s non-notified transaction inquiries reflected a slight increase and were less likely to result in a formal filing request.

The number of non-notified/non-declared transactions for which CFIUS initiated an inquiry trended slightly upward in 2024. In 2024, according to the Report, after considering thousands of potential non-notified transactions and further investigating 98 of those, Treasury opened non-notified inquiries for 76 transactions, reflecting an increase from 60 in 2023.

Although the number of non-notified inquiries initiated slightly increased as compared to 2023, the number of non-notified inquires that resulted in a request for a filing decreased, both as a percentage of inquiries and in the aggregate, from approximately 22 percent, or 13 requests, in 2023, to approximately 16 percent, or 12 requests, in 2024. Given the resources devoted to and the continued focus on the non-notified process as evidenced by these figures, it remains important for parties to assess whether a voluntary filing with CFIUS is warranted (even if not required) for national security reasons.

Withdrawn notices remain steady.

In 2024, parties to transactions reviewed by CFIUS withdrew 49 of 209 notices, or approximately 23 percent, after the commencement of the investigation period. This reflects about the same percentage as in 2023 versus 31 percent in 2022. In 2024, the parties refiled notices in 31 of these instances (with 11 additional notices refiled in 2025). In seven of these withdrawn transactions, the parties withdrew their notices and abandoned their transactions because (i) in four transactions, either CFIUS was unable to identify mitigation measures that would resolve the national security risk, or because the parties did not accept the proposed mitigation measures from CFIUS; or (ii) in three transactions, for commercial reasons. In 2023, parties withdrew notices and abandoned transactions because of CFIUS risk concerns on nine occasions, as compared to the four transactions in 2024.

U.S. Requires Divestiture of Suirui International’s 2020 Acquisition of Jupiter Systems, LLC, a U.S. Audiovisual Systems Company

On July 8, 2025, President Trump issued an order (“Order”) forcing divestiture by Suirui International Co., Limited (“Suirui”), a Hong Kong company that is majority owned by the Suirui Group, Ltd (“Suirui Group”), a Chinese company, of its interest in Jupiter Systems, LLC (“Jupiter”), a California-based audiovisual systems company, including certain assets and operations of its Hong Kong and China subsidiaries (“Jupiter Asia”). The Order also requires that Jupiter divest of any assets or interests in Jupiter Asia that were created or acquired following Suirui’s acquisition of Jupiter, which closed in 2020 (the “2020 Acquisition”), and ownership of any interest in Jupiter or its assets (other than certain assets set forth in the Order) whether effected directly or indirectly through Suirui or Suirui Group or their partners, subsidiaries, affiliates or foreign person shareholders, is also prohibited. The unusual requirement that Jupiter, the U.S. business, divest of its foreign subsidiary’s assets potentially reflects national security concerns stemming from the Jupiter U.S. business’s ongoing entanglements with the Chinese supply chain.

Furthermore, the Order was published more than five years after the 2020 Acquisition, and it appears that CFIUS became aware of the transaction through the non-notified transaction inquiry process, indicating that CFIUS continues to pursue non-notified transactions that raise national security concerns even where the transaction may have closed years ago. As reflected in CFIUS’s most recent annual report, the number of non-notified/non-declared transactions for which CFIUS initiated an inquiry continued to trend upward in 2024.

This is the first presidential order blocking or prohibiting a transaction under the second Trump Administration, and represents only the tenth time a U.S. president has ever blocked a transaction or forced a divestiture through a Presidential order since CFIUS was established.

Authored by Anne Salladin, Brian Curran, Patrick Miller, Zachary Alvarez, and Nicki Ghazarian-Foye.