CFIUS 2024 Annual Report Key Takeaways

The Committee on Foreign Investment in the United States (CFIUS or the Committee) recently published its Annual Report to Congress covering calendar year 2024 (the Report). In many respects, the data within the Report mirrors the 2023 CFIUS landscape, with the number of filings in 2024 slightly decreasing from 2023, a continued emphasis on enforcement, and a steady number of non-notified inquiries. Several notable developments emerge from the data, however, particularly with regard to the sharp decrease in mitigated covered transactions and an uptick in Presidential action. It is clear from the Report and recent regulatory expansion that CFIUS is more empowered than perhaps any time in its history. It is therefore increasingly critical to carefully manage CFIUS considerations in the course of transaction due diligence.

The following are our key takeaways from the Report:

• The number of CFIUS full filings only slightly declined from 2023 – still down from the 2022 record. CFIUS saw general parity with 2023 numbers, but still far short of the record filings in 2022 (154 declarations and 286 notices). In 2024, CFIUS saw a slight increase to 116 declarations but a slight decline to 209 full notices relative to 2023’s 109 declarations and 233 full notices. This relatively static number likely reflects the slight ebb in global M&A transactions in 2024. Combined with 2023’s data, the Report signals a leveling-out of CFIUS filings following 2022’s record high. With global M&A hitting a 20 year-low in the first half of 2025, we expect the number of 2025 filings to remain at or below 2024 numbers.
• CFIUS is requiring mitigation in substantially fewer transactions. In 2024, only 9 percent of covered transaction notices filed were cleared with mitigation, down from 21 percent in 2023 and 23 percent in 2022. This is a notable decrease, particularly because the drop in mitigation occurred before President Trump issued the “America First Investment Policy” National Security Presidential Memorandum (NSPM) in January 2025, which outlined the Administration’s intention of ending the use of “overly bureaucratic, complex, and open-ended ‘mitigation’ agreements for United States investments from foreign adversary countries.” The 2024 decrease is likely reflective of multiple variables, including a decline in filings involving certain sensitive sectors that are more likely to illicit mitigation requirements from the Committee, e.g., semiconductor manufacturing (four notices in 2024, down from 16 in 2023) and scientific research and development services (10 notices in 2024, down from 25 in 2023).
• Increased willingness to elevate cases for Presidential referral. Presidential decisions were issued regarding two transactions reviewed by CFIUS in 2024, both of which were identified through CFIUS’ non-notified process. In May 2024, President Biden issued an Executive Order requiring the divestment of a cryptocurrency mining facility located within one mile of a strategic military installation. Since the transaction was never initially submitted to CFIUS; the Committee only became aware of the acquisition following a public tip. This action marks the first Presidential divestment order under the Foreign Investment Risk Review Modernization Act of 2018 (FIRRMA) real estate jurisdiction, affirming that foreign real estate transactions near sensitive military installations can trigger CFIUS intervention. The second instance of Presidential referral and ordered divestment centered on a Chinese company’s ownership of a U.S. audiovisual technology company. Though announced by President Trump on July 8, 2025, the Report indicates that the review of this transaction began in 2024. The underlying transaction subject to the Presidential order closed in 2020, five years prior to the CFIUS review, highlighting the risk that older transactions that are not voluntarily filed with CFIUS can still be identified by the Committee and result in Presidential action.
• CFIUS continues to focus on enforcement. According to the Report, the Committee assessed four penalties in 2024 for breaches of material provisions in mitigation agreements, meeting 2023’s record for enforcement actions. Additionally, the Committee assessed one penalty in 2024 for submission of a notice and supplemental information containing material misstatements. CFIUS continues to assess noncompliance on a case-by-case basis, evaluating whether civil penalties should be assessed or if other measures better address the identified national security risk. This increase in penalty issuance corresponds to a recent rule that went into effect on December 26, 2024. The maximum civil monetary penalty for material misstatements, omissions, failure to file mandatory notices, or violations of mitigation agreements has increased from US$250,000 to up to US$5 million per violation — or in certain cases, the full value of the transaction or interest in the business. CFIUS now also possesses broad subpoena authority, including the ability to compel information from third parties in non-notified transactions or compliance reviews.
• CFIUS increased the total number of non-notified formal inquiries as compared to 2023. Consistent with our reporting in prior years (e.g., 2021, 2022, and 2023), CFIUS’s non-notified team remains active and its efforts last year resulted in a similar number of filings for 2024 as in 2023. According to the Report, CFIUS made 76 formal inquiries to parties that did not notify their transactions to the Committee in 2024, which resulted in 12 filings being requested (15 percent) and five more being made voluntarily without a CFIUS request. Though a larger number of inquiries were made in 2024 than 2023, the number of requests for filings last year decreased slightly compared to 2023, where CFIUS made 60 formal inquiries to parties that did not notify their transactions, resulting in 13 filings being requested (22 percent) and three more being made voluntarily without a CFIUS request. As in 2023, the Report indicates that CFIUS considered “thousands” of non-notified transactions. In recent years, and as emphasized in the Report, CFIUS has increased attention, staffing, and other resources to monitoring non-notified transactions and we expect this trend to continue. As a result, the possibility of non-notified outreach remains a critical factor in determining whether to notify transactions to CFIUS voluntarily.
• CFIUS’s improvements in efficiency remain relatively stagnant. In 2024, the percentage of notices going to a second-stage investigation remained roughly the same as in 2023 – 55 percent of the total submitted. Parties submitting a full notice therefore should continue to expect an investigation and plan for a full 90-day process for notices when managing deal timelines. Withdrawals and refilings increased to 23 percent of notices, up from 19 percent in 2023. This largely reflects the fact that fewer cases involving mitigation were resolved in a single review-and-investigation cycle in 2024 than in 2023. CFIUS accepted declarations, on average, within 4.2 days from submission (the exact same rate as in 2023) and provided comments on draft notices, on average, within 6.5 days of submission (down from 7.86 days in 2023). Despite stagnation in efficiency, the report indicates robust hiring for CFIUS-related roles—particularly notable amid broader reductions in U.S. government personnel. Together with the recently announced Fast-Track Pilot Program, this signals a renewed focus on efficiency for 2025.
• China remains the lead investor country for notices, however, this is likely due, in part, to withdrawals and refilings as the country continues to not be in the top three countries for distinct transactions. China filed the highest number of notices in 2024, accounting for 12 percent (26 notices) of total notices, followed by investors from France and Japan, each with 11 percent (23 notices). Investors from the United Arab Emirates (21 notices) and Singapore (14 notices) rounded out the top five investors. From 2022 to 2024, China has been the investor with the highest number of notices, accounting for 13 percent of the collective notices submitted over the three-year period. However, when reviewing individual, distinct transactions over that three-year window, China is not the top investor. In 2024, the top three countries represented in CFIUS filings for distinct transactions were France, Japan, and the United Arab Emirates. As with years prior, this signals that the number of notices for Chinese-based investments is inflated by cases requiring more withdrawals and refilings. In declarations, investors from Japan lead filings (16 declarations), followed by investors from Canada (11 declarations) and investors from France and the United Kingdom (with nine declarations each). This is not a major change from 2023 or 2022—some variation of the United States’ closest allies are generally top filers as they consider the declaration process to be a fast-track and efficient method for clearing CFIUS.
• Real estate transactions remain low, but policy preferences signal a likely future focus. In 2024, six declarations and three notices were filed under CFIUS’s real estate regulations, which is no major change from 2023’s three declarations and two notices filed. As noted above, the first Presidential divestment order under FIRRMA real estate jurisdiction was issued in 2024, and while real estate filings remain low, CFIUS continues to expand its real estate authorities, most recently issuing a final rule in December 2024 that added an additional 59 military installations to the real estate appendix and provide broader jurisdiction for eight installations currently listed. Recent 2025 policy actions—including the NSPM and the US Department of Agriculture’s (USDA) National Farm Security Plan—highlight a potential expansion of CFIUS jurisdiction, particularly with regard to foreign ownership of real property. Covered real estate transactions, while not a significant contributor to the transactions reviewed by the Committee to-date, will likely increase over time as the real estate authorities are viewed as an additional tool in the CFIUS toolbox that permit the Committee to review capabilities beyond the traditional investment authorities.

CFIUS continues to be a largely voluntary process, and the Committee’s decreased reliance on mitigation may continue in the years ahead as the Trump Administration formalizes the NSPM’s directives. That said, the Report and consistent messaging from CFIUS make clear that CFIUS is more active and empowered than perhaps any time in its history. Presidential involvement, as evidenced by the NSPM and recent Presidential blocks, remains high, and it is clear that the Trump Administration prioritizes CFIUS and foreign investment regulation generally. It remains important to work closely with expert CFIUS counsel at the outset of deals to ensure potential CFIUS risks are comprehensively addressed.

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