What is CFIUS?

CFIUS looks at national security, not competition. A deal can pass the antitrust review and still need CFIUS clearance.

The Treasury Secretary chairs it. Its members include the Departments of Justice, Homeland Security, Commerce, Defense, State and Energy.

Say Woodgrove, a company based outside the US, agrees to buy Litware for $50.00 a share. Litware makes chips used in US defense systems.

Litware traded at $38.00 before the deal and trades at $48.00 now. The agreement makes CFIUS clearance a closing condition.

So the deal usually can't close until CFIUS clears it.

CFIUS reviews deals that could give a foreign investor control of a US business.

Some smaller stakes count too. They're stakes in US businesses with critical technologies, critical infrastructure or sensitive personal data, when they bring rights such as a board seat.

For most deals, filing is voluntary. But CFIUS can also review deals that weren't filed, even after they close.

Some deals must usually file at least 30 days before closing. Examples include some deals involving critical technologies, and some in which a foreign government has a substantial stake in the buyer.

A review can pass through these stages. Not every deal reaches the later ones:

Declaration

A short filing. CFIUS has 30 days to assess it. It may clear the deal, ask for a full notice, or end without clearing it.

Review

Once CFIUS accepts a full notice, it has 45 days to review the deal.

Investigation

If concerns remain, up to 45 more days. In extraordinary cases, 15 days can be added.

The President

CFIUS may send the deal to the President, who must decide within 15 days.

In 2025, notices that ended at the review stage took 45.4 days on average. Those that ended during an investigation took 82.8 days in all, on average.

Both averages leave out days when deadlines were paused while government funding lapsed.

Companies can also ask to withdraw a notice and file it again, which restarts the clock. In 2025, 61 of 207 notices were withdrawn. In 51 of those cases the companies filed again, some in 2026.

Cleared

CFIUS finds no unresolved national security concern and ends its review.

Cleared with conditions

The companies agree to measures that reduce the risk. Examples are limiting who can access certain technology, or keeping some operations in the US.

Given up

The companies withdraw and abandon the deal, for example when they can't agree on terms that resolve CFIUS's concerns.

Blocked

The President suspends or prohibits the deal. A completed deal can be ordered undone.

Few deals reach the President. From 2016 to 2025, companies filed 2,263 notices, and the President decided 9 of them.

More end with conditions, or are given up. In 2025, 15 notices were cleared with conditions, and in 10 cases the companies abandoned the deal.

In December 2023, Nippon Steel of Japan agreed to buy U.S. Steel for $55.00 a share in cash. CFIUS clearance was a closing condition.

On January 3, 2025, the President issued an order prohibiting the deal. In April 2025, the new President ordered CFIUS to review it again.

On June 13, 2025, a new order found the risks could be handled by a national security agreement. The companies signed one that day.

The deal closed on June 18, 2025, at $55.00 a share, 18 months after signing.

CFIUS doesn't publicly confirm or deny that a deal was filed. Holders learn where a review stands from the companies' own announcements and filings.

The review often runs alongside others, such as HSR. Withdrawals, refilings or a referral to the President can push the closing back.

A prohibition stops the deal from closing while it stands. If the deal is given up, it breaks, and the shares can fall without the offer behind them.

Shown when a closing condition requires its clearance, with its status. The list names it CFIUS in the Regulatory and Still needed columns and the Waiting on filter.