• A version of this article also appeared in Law360 on October 31, 2025. Access that version here.

• Last month, the Committee on Foreign Investment in the United States released its Annual Report to Congress for the year 2024, which includes various types of information and data on transactions reviewed by CFIUS during that year. Each year, the Annual Report reveals valuable insight into CFIUS’s efforts and operations, with this Annual Report covering a year of CFIUS activity prior to the Trump administration’s announcement of its America First Investment Policy.
• Similar to the prior year’s report, a significant focus of the Annual Report for 2024 is on CFIUS’s compliance and enforcement efforts, including information about a growing number of civil monetary penalties. This aligns with other CFIUS developments in 2024, including finalized rules that enhanced CFIUS’s compliance and enforcement capabilities.
• Other key items from the Annual Report for 2024 include information that suggests CFIUS is continuing to improve the efficiency of its review process in the face of fewer filings and a lower number of CFIUS-mitigated transactions, as well as a continued effort by CFIUS to inquire about non-notified transactions.
• Whether and how these trends continue beyond 2024 may in large part depend on how CFIUS is impacted by the Trump administration’s America First Investment Policy. The America First Investment Policy has twin aims of facilitating foreign investment in the United States from U.S. ally and partner sources, while restricting foreign investment from “foreign adversary” sources and their affiliates unless such investments are passive.

Early last month, the Committee on Foreign Investment in the United States (“CFIUS”) released its Annual Report to Congress, which provides statutorily required information with regard to transactions reviewed by CFIUS in calendar year 2024 (the “Annual Report”). The Annual Report is the most comprehensive public compilation of facts and statistics related to CFIUS’s yearly activities, with the most notable developments in 2024 being:

• CFIUS’s focus on compliance and enforcement has continued, with 2024 being another record year of civil monetary penalties and other enforcement-related activities.

• CFIUS filing numbers were slightly down in 2024, but the metrics on filing processes and outcomes appear to be generally the same or slightly improved for filing parties from recent years.

• CFIUS mitigation was less frequent in 2024 compared to prior years, and CFIUS appears to have reviewed and terminated mitigation agreements that are no longer needed to protect U.S. national security more so in 2024 than in previous years.

• CFIUS continues to invest in its review of transactions which had not been voluntarily filed (known as “non-notified” transactions), opening more formal inquiries into such transactions in 2024 than the prior year and continuing to address complex transactions through its non-notified investigation process.

Looking beyond 2024, whether and how these trends continue may in large part depend on how CFIUS is impacted by the Trump administration’s America First Investment Policy. The America First Investment Policy has twin aims of facilitating foreign investment in the United States from U.S. ally and partner sources, while restricting foreign investment from “foreign adversary” sources and their affiliates unless such investments are passive. We have written about the America First Investment Policy and its early implementation efforts previously (see here and here), although any impact of the policy on the CFIUS process may not be apparent until the annual report for 2025 or future calendar years.

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Key Takeaways

CFIUS Has Maintained Its Focus on Compliance and Enforcement with Another Record Year of Civil Monetary Penalties Issued and a Continued Build-out and Strengthening of Enforcement Functions.

In 2024, CFIUS assessed five total civil monetary penalties—four with respect to breaches of material provisions of mitigation agreements or conditions, and one with respect to submission of a notice and supplemental information containing material misstatements. This number is greater than the 2023 record of four civil penalties, which at the time was double the cumulative number of civil monetary penalties issued by CFIUS in prior years. Although the Annual Report does not contain additional detail on these civil penalties, the CFIUS webpage on enforcement actions at the time of the Annual Report’s publication provided the following information on four of the five enforcement actions for 2024:

• After multiple parties to a National Security Agreement (“NSA”) failed to ensure the proper transfer of sensitive assets to a protected subsidiary, the parties agreed that the foreign acquirer would pay an $18 million civil penalty and divest itself from the subsidiary holding the sensitive assets. Certain portions of the penalty may be waived upon completion of the divestment and other remediation measures.

• A party to an NSA failed to take appropriate measures to prevent unauthorized access to certain sensitive data and failed to report some of the incidents of unauthorized access promptly to CFIUS. This resulted in the company receiving a $60 million civil penalty and working with CFIUS to enhance its compliance posture and obligations.

• A party to a CFIUS filing received a $1.25 million civil penalty for submitting information during the course of a CFIUS review that contained five material misstatements, including forged documents and signatures. CFIUS also rejected the filing as a result of the misstatement, and the transaction was abandoned.

• A party to an NSA received an $8.5 million civil penalty for orchestrating an initiative that removed all of the company’s independent directors, causing the Security Director position to be vacant and the board of director’s government security committee to be defunct, in violation of the NSA. The penalty also resolved potential NSA violations relating to the transfer of certain intellectual property to third parties.

Beyond the assessment of civil penalties for certain situations, the Annual Report stated that many instances of noncompliance do not result in penalties, although further specifics are scant. The Annual Report disclosed that CFIUS completed two investigative actions regarding compliance with the CFIUS mandatory filing requirement, including issuing a formal determination of noncompliance. The Annual Report also disclosed that CFIUS has received and acted on voluntary self-disclosures regarding other potential failures to make a mandatory CFIUS filing, which CFIUS continues to investigate.

This high level of enforcement activity was expected for 2024. The Annual Report also highlights significant CFIUS regulatory activity in 2024 to bolster its compliance and enforcement capabilities. This includes the Department of the Treasury (“Treasury”) finalizing rules that enhance CFIUS’s authority to gather information about transactions, mitigate national security risks of transactions, and penalize those that violate CFIUS’s rules or otherwise fail to comply with their obligations to CFIUS. These rules became effective in late December 2024, and their impact may become apparent in future CFIUS reports on compliance and enforcement. Further, Treasury established its CFIUS Enforcement webpage in 2024, which lists enforcement actions taken by CFIUS. This builds upon CFIUS’s public-facing resources related to compliance and enforcement, including its previous release of CFIUS Enforcement and Penalty Guidelines in 2022.

CFIUS Filings Are Down, but the Filing Process Timing and Outcomes Appear to Have Either Held Steady or Become Slightly More Favorable to Transaction Parties Making CFIUS Filings.

Considering both CFIUS filing options together—the short-form declaration and the long-form notice—transaction parties made a total of 325 CFIUS filings in 2024. Though slightly lower than the prior year, this is the lowest number since 2020 (the year Treasury finalized CFIUS’s expanded jurisdictional rules). The 2024 total filing number is a 5% decrease in filings in 2023, and it is a 26% decrease from the all-time high of 440 total CFIUS filings in 2022. -These filing numbers are no doubt impacted by the amount and focus of global cross-border investment activity each year, but we have observed that parties appear to have become somewhat more comfortable in not filing for transactions that involve perceived low national security risks, as compared to when the CFIUS jurisdictional rules had just come into effect and parties were making more prudential filings.

Declarations. The total number of declarations filed was slightly up by 6% to 116 from 109 the year before, although this was still 29% lower than the all-time declaration filing high of 164 in 2021. The outcomes for declarations involved CFIUS:

• Concluding all action with respect to 78.4% of filed declarations (91 of 116);

• Determining it was unable to conclude action (colloquially referred to as a “shrug”) for 6% of declarations (seven of 116);

• Requesting a long-form notice for 14.7% of declarations (17 of 116);

• Permitting one declaration to be withdrawn during the assessment period; and

• Not taking other potential actions, such as rejecting a declaration during the assessment period or initiating a unilateral agency notice process after the declaration assessment period.

Overall, these 2024 declaration outcomes should be welcome news for filers, with nearly 85% (98 of 116) of declaration assessments ending with explicit approval or a “shrug,” thus avoiding a request to undertake a longer CFIUS notice review period. These numbers are slightly improved from the prior year, which involved nearly 82% (89 of 109) of declaration assessments ending with explicit approval or a “shrug” and 18.3% (20 of 109) resulting in a request for a notice filing. Notably, CFIUS has yet to issue a unilateral agency notice as the result of a declaration assessment, making that the rarest of all declaration assessment outcomes.