Legis
Manufacturing
Executive order · Friday 13 June 2025

Regarding The Proposed Acquisition Of United States Steel Corporation By Nippon Steel Corporation

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  • Executive Authority: The order is issued under the authority of the President, specifically referencing the Defense Production Act of 1950 (section 721).

  • Transaction Overview:

    • On March 14, 2024, CFIUS received a notice regarding the proposed acquisition of U.S. Steel by Nippon Steel Corporation and its subsidiaries.
    • CFIUS conducted a review and referred the matter to the President on December 23, 2024.
  • Prohibition of Acquisition:

    • On January 3, 2025, then-President Biden issued the January 3 Order prohibiting the proposed acquisition, citing national security threats.
    • The January 3 Order reserved the President's authority to issue further necessary orders.
  • Review and Findings:

    • On April 7, 2025, the President issued a Presidential Memorandum directing CFIUS to conduct a de novo review of the transaction.
    • CFIUS submitted a recommendation on May 21, 2025, assessing national security risks and proposed mitigation measures.
  • Affirmation of January 3 Order Findings:

    • The President found credible evidence suggesting the Purchasers might impair national security through the transaction.
    • Other legal authorities were deemed inadequate to protect national security.
  • Amendments to the January 3 Order:

    • Section 2(a) amended to prohibit the transaction unless a national security agreement (NSA) is executed by the Purchasers and U.S. Steel.
    • CFIUS granted authority to implement necessary measures to protect national security until the proposed transaction is abandoned or the NSA is in place.
    • Sections 2(b) and 2(c) from the January 3 Order were removed.
  • Future Authority:

    • The President reserves the right to issue additional orders related to the transaction as deemed necessary for national security.
  • Order Transmission: The Secretary of the Treasury is directed to transmit a copy of the order to the involved parties.