Regarding the Proposed Acquisition of the United States Steel Corporation by Nippon Steel Corporation

6/13/2025

Executive Orders

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Action Summary

Context: Addresses the proposed acquisition of United States Steel Corporation (U.S. Steel) by Nippon Steel Corporation and its affiliated entities, referred to as the Proposed Transaction.
CFIUS Involvement:
- CFIUS received a voluntary notice on March 14, 2024, and initiated a review leading to a referral to the President on December 23, 2024.
- On May 21, 2025, CFIUS submitted a recommendation detailing national security risks and potential mitigation measures.
Prior Presidential Action:
- On January 3, 2025, President Biden issued an order prohibiting the Proposed Transaction based on national security concerns under section 721 of the Defense Production Act.
Reassessment Process:
- On April 7, 2025, a Presidential Memorandum directed CFIUS to conduct a de novo review of the Proposed Transaction to reassess national security risks.
Findings:
- Credible evidence indicates that the Proposed Transaction may jeopardize U.S. national security.
- The impairment could be mitigated if stringent conditions are met through a national security agreement (NSA) with the Department of the Treasury and other CFIUS member agencies.
- Findings from the prior January 3 Order are partially reaffirmed, with specific provisions amended.
Actions Ordered and Authorized:
- The order amends Section 2(a) of the January 3 Order to require execution and compliance with an NSA, aligned with a draft provided on June 13, 2025, for any similar transaction.
- CFIUS is authorized to implement and enforce additional monitoring measures until the Proposed Transaction is either abandoned or compliant with the NSA.
- Certain sections of the earlier order are stricken to reflect the updated approach.
Reservation of Authority: The President reserves the right to issue further orders concerning the Purchasers or U.S. Steel if deemed necessary for national security.
Publication and Transmittal: The order will be published in the Federal Register, and the Secretary of the Treasury is directed to transmit a copy to the parties involved in the Proposed Transaction.

Risks & Considerations

The Executive Order highlights national security concerns related to foreign acquisitions of U.S. companies, particularly in strategic industries like steel. This could lead to increased scrutiny and regulatory hurdles for similar transactions in the future.
Vanderbilt University may need to consider the implications of such national security-focused policies on its international collaborations and partnerships, especially those involving sensitive technologies or data.
The order underscores the importance of compliance with national security agreements, which could affect the university’s research projects that involve foreign entities or funding.
There is a potential risk of reduced foreign investment in U.S. industries, which could impact economic growth and, by extension, funding opportunities for research and development in related fields.

Impacted Programs

Vanderbilt’s School of Engineering may need to assess its research collaborations with foreign entities to ensure compliance with national security regulations.
The Office of International Affairs might need to review and possibly adjust its policies regarding international partnerships and student exchanges to align with national security priorities.
Vanderbilt’s Legal and Compliance Office could play a crucial role in ensuring that the university’s activities remain compliant with evolving national security regulations.
The Center for Technology Transfer and Commercialization may need to evaluate its strategies for licensing and partnerships involving foreign companies.

Financial Impact

The increased regulatory scrutiny on foreign acquisitions could lead to a more cautious investment climate, potentially affecting funding for research and innovation at Vanderbilt.
Vanderbilt may need to allocate additional resources to ensure compliance with national security agreements, which could impact its budget and financial planning.
There could be opportunities for Vanderbilt to secure funding for research in areas related to national security and defense, particularly through collaborations with government agencies.
The university might experience changes in its funding landscape if federal priorities shift towards enhancing national security measures in strategic industries.

Relevance Score: 4 (The order presents a need for potential major changes or transformations of programs.)

Key Actions

Vanderbilt’s Office of Federal Relations should monitor developments related to the Committee on Foreign Investment in the United States (CFIUS) reviews and national security agreements, as these could impact research collaborations and partnerships with foreign entities. Understanding these processes will help the university navigate potential risks associated with international collaborations.
Vanderbilt’s Legal Affairs Office should review the implications of national security agreements and CFIUS decisions on the university’s operations, particularly in areas involving foreign investments or partnerships. This will ensure compliance with federal regulations and mitigate any legal risks.
Vanderbilt’s Research Administration should assess the impact of national security considerations on research funding and collaborations, especially in fields related to defense and technology. Proactively addressing these concerns can help secure funding and maintain strategic partnerships.

Opportunities

The executive order provides an opportunity for Vanderbilt’s Center for International Business to conduct research on the impact of foreign acquisitions on national security and economic policy. This research can position Vanderbilt as a thought leader in international business and policy analysis.
Vanderbilt’s School of Engineering can explore partnerships with domestic steel and manufacturing industries to develop innovative technologies that enhance national security. This aligns with the university’s commitment to advancing research and development in critical sectors.

Relevance Score: 3 (Some adjustments are needed to processes or procedures to align with national security considerations and potential impacts on international collaborations.)

Average Relevance Score: 2.8

Timeline for Implementation

N/A – The directive requires that the national security agreement be executed on or before the closing date of the Proposed Transaction, but no fixed or specific date is provided.

Relevance Score: 1

Impacted Government Organizations

Committee on Foreign Investment in the United States (CFIUS): CFIUS is central to the review and investigation of the proposed acquisition, and it is authorized to conduct further monitoring and enforcement measures under the amended order.
Department of the Treasury: The Treasury plays a key role in negotiating and enforcing the national security agreement required for the transaction, and is directly involved in the transmission of the order.

Relevance Score: 1 (Only a small number of federal agencies are explicitly impacted by this action.)

Responsible Officials

Committee on Foreign Investment in the United States (CFIUS) – Tasked with conducting a de novo review of the proposed transaction, monitoring compliance, and implementing necessary enforcement measures to protect U.S. national security.
Secretary of the Treasury – Responsible for negotiating the terms of the National Security Agreement with U.S. Steel and the Purchasers and for transmitting a copy of the order to the involved parties.

Relevance Score: 5 (The directives affect high-level officials, including a Cabinet member, ensuring executive oversight and agency head involvement.)