What Happened

On June 13, 2025, President Trump issued an Executive Order (June 13 EO) allowing Nippon Steel Corporation and Nippon Steel North America, Inc. (collectively, Nippon Steel) to acquire United States Steel Corporation (US Steel) subject to a National Security Agreement (NSA) with the US Department of Treasury (Treasury). The acquisition was completed on June 18, 2025.

The Bottom Line

The June 13 EO reverses an earlier decision by then-President Biden that blocked Nippon Steel’s acquisition of US Steel on the basis of national security concerns identified in a split recommendation to the President by the Committee on Foreign Investment in the United States (CFIUS). The NSA includes provisions requiring significant new investments in the United States and governance provisions. Investors seeking to understand what mitigation might entail following the recent changes in CFIUS policy towards national security agreements should be aware of what has been publicly disclosed about the NSA and the context of the June 13 EO.

The Full Story

In December 2023, Nippon Steel and US Steel announced a deal for the Japanese steel-maker to acquire US Steel, a high-profile icon of American industry. Public outcry ensued and the proposed acquisition was criticized by both Presidential candidates during the 2024 presidential election. On January 3, 2025, after having received a split recommendation from CFIUS, then-President Biden issued an Executive Order prohibiting the transaction under Section 721 of the Defense Production Act (Biden EO). The Biden EO cited “credible evidence” that the buyer in the transaction “might take action that threatens to impair the national security of the United States.” Following the Biden EO, Nippon Steel and US Steel filed a lawsuit challenging the Biden EO as having a political, rather than national security basis.

On April 7, 2025, President Trump issued a Presidential Memorandum on the Review of Proposed United States Steel Corporation Acquisition, which directed CFIUS to conduct a de novo, confidential review of the transaction and to submit a recommendation to the President describing whether any measures proposed by the parties would be sufficient to mitigate any national security risks identified by CFIUS. The June 13 EO notes that CFIUS submitted its recommendation to the President on May 21, 2025.

The June 13 EO amends the Biden EO to permit Nippon Steel’s acquisition of US Steel to proceed, subject to entering into the NSA with Treasury. According to a press release from the companies, the NSA includes commitments related to domestic production and trade matters as well as governance. Specifically, under the NSA:

• Nippon Steel will make approximately $11 billion in new investments in US Steel by 2028, which includes an initial investment in a greenfield project that will be completed after 2028;
• US Steel will remain a US-incorporated entity and will maintain its headquarters in Pittsburgh, Pennsylvania;
• A majority of the members of US Steel’s board of directors will be US citizens;
• US Steel’s key management personnel, including its CEO, will be US citizens;
• US Steel will maintain capacity to produce and supply steel from its US production locations to meet market demand in the US, and will not transfer production or jobs outside of the United States; and
• Nippon Steel will not prevent, prohibit, or otherwise interfere with US Steel’s ability to pursue trade action under US law.

The NSA also includes a Golden Share in US Steel to be issued to the US government, allowing the government to participate in certain aspects of the governance of US Steel. The Golden Share rights include:

• The right of the holder to appoint one independent director to US Steel’s board; and
• Consent rights of the President of the United States, or his designee, on specific matters, including:
  • reductions in the committed capital investments under the NSA;
  • changing US Steel’s name and headquarters;
  • redomiciling US Steel outside of the United States;
  • material acquisitions of competing businesses in the United States; and
  • certain decisions on closure or idling of US Steel’s existing U.S. manufacturing facilities, trade, labor, and sourcing outside of the United States.

This “Golden Share” approach is unique in CFIUS practice to date and contrasts with the policy directives announced in the National Security Memorandum on America First Investment Policy issued in February 2025 (2025 NSM). The 2025 NSM generally called for an end to open-ended national security agreements in favor of concrete actions that companies can complete within specific time frames. Our prior coverage of the 2025 NSM is available here.

Investors seeking to understand what the Nippon Steel NSA means for national security agreements going forward should note the unique factors present in this case. As noted above, the acquisition was the subject of significant public scrutiny and political discourse, with intersecting issues around domestic manufacturing capabilities, labor, and foreign trade. Accordingly, it may not be representative of a general approach to national security agreements or CFIUS reviews for the vast majority of filers. However, the case highlights the importance of government relations to high profile transactions and illustrates how CFIUS, and a national security agreement, can shape the economics of a deal.