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The Committee on Foreign Investment in the United States (CFIUS) has released its annual report for calendar year 2025, revealing critical trends for cross-border transactions. While total filings increased moderately, the data shows a significant strategic shift for dealmakers. Short-form "declarations" grew in popularity, but their clearance rate dropped to an all-time low of 66%, down from 78% the prior year. Consequently, a higher percentage of parties (26%) who filed declarations were later required to submit a more extensive full "notice," lengthening their review timelines. The report also shows a continued, albeit reduced, use of mitigation agreements and sustained scrutiny of non-notified transactions, with CFIUS requesting filings for nine such deals after identifying them. For deal counsel, the declining success rate of declarations complicates filing strategy, requiring a more nuanced risk assessment between the faster, but increasingly uncertain, short-form process and the more laborious full notice. The data suggests that despite stated policy goals of streamlining alli

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The Committee on Foreign Investment in the United States (CFIUS) released its annual report for calendar year 2025, showing a 7% rebound in total filings, reversing a two-year decline. The report indicates a tougher environment for parties using the short-form declaration process, as the clearance rate fell from 78% in 2024 to 66% in 2025, while requests that parties file a full notice rose to a three-year high. Sophisticated counsel and clients care because these trends directly impact deal certainty and timelines for cross-border transactions. Although CFIUS issued no civil monetary penalties in 2025—a sharp contrast to the five assessed in 2024—the report highlights continued enforcement through other means, including two noncompliance determinations and a court action to enforce a divestiture order. This signals that leniency on penalties does not mean reduced oversight. Transactional lawyers should advise clients that the declaration pathway now carries a higher risk of escalating to a longer, more intensive review, and the continued scrutiny of non-notified deals underscores th

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The Committee on Foreign Investment in the United States (CFIUS) has released its annual report for calendar year 2025, revealing a 7% increase in total filings to 347. Despite the rise, the number of unique transactions reviewed held steady, indicating more withdrawals and refilings. The report shows a notable shift in the handling of short-form declarations; while their use rose 21%, the clearance rate fell from 78% in 2024 to 66% in 2025. Consequently, the rate at which CFIUS requested a full notice following a declaration review reached a three-year high of 26%.

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On August 30, 2026, the administration of Mexican President Claudia Sheinbaum submitted a bill to the Senate to amend the country's Foreign Investment Law. The proposal aims to establish a formal national security screening mechanism for foreign direct investment in sensitive industries.

Sophisticated counsel and clients with interests in Mexico should take note. While the National Commission of Foreign Investment (CNIE) technically has the authority to block acquisitions on national security grounds, this power has been rarely used due to a lack of specific guidelines. The reform signals a significant shift toward a more structured and potentially stringent review process, mirroring regimes like the Committee on Foreign Investment in the United States (CFIUS). This could create new regulatory hurdles, extend transaction timelines, and increase deal uncertainty for foreign investors, particularly in sectors like technology, energy, and infrastructure.

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On August 30, 2026, Mexican President Claudia Sheinbaum's administration submitted a legislative initiative to the Senate to reform the country's Foreign Investment Law. The proposal aims to create a formal national security screening mechanism for foreign investments in sectors deemed sensitive.

While Mexico's National Commission of Foreign Investment technically has the authority to block foreign acquisitions on national security grounds, this power has been seldom used due to the absence of clear parameters and guidelines. The proposed reform would operationalize this review process, creating new regulatory hurdles and potential uncertainty for cross-border transactions. The development aligns Mexico with a global trend toward more robust foreign investment screening regimes, such as the Committee on Foreign Investment in the United States (CFIUS).

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Mexico's executive branch has introduced a bill to establish a formal national security screening process for foreign direct investment (FDI), modeled on the CFIUS regime in the United States. If enacted, the law would create a mandatory, suspensory pre-closing filing for foreign acquisitions of more than 49% equity in Mexican companies operating in broadly defined "sensitive sectors" including critical technology, energy, and strategic infrastructure.

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Mexican President Claudia Sheinbaum has submitted a bill to the Senate to establish a mandatory national security review for foreign acquisitions, similar to the CFIUS process in the United States. The proposed law would empower Mexico's National Foreign Investment Commission (CNIE) to screen deals where a foreign investor seeks to acquire more than 49% of a Mexican company that operates in a wide range of designated critical sectors and exceeds a yet-to-be-determined asset threshold.

This new regime could introduce significant uncertainty and delays into M&A transactions in Mexico. The list of covered industries is extensive, including energy, transportation, healthcare, and technology sectors like AI and semiconductors. A key point of concern is the review timeline: CNIE has 60 business days, extendable by 30, to issue a resolution. If no decision is issued within that period, the transaction is automatically deemed denied, heightening deal risk.

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The Committee on Foreign Investment in the United States' (CFIUS) annual report for calendar year 2025 shows a 7% increase in total filings, driven by a sharp rise in short-form declarations. However, the data reveals tougher scrutiny, as the proportion of declarations cleared by the Committee fell from approximately 78% in 2024 to 66% in 2025. Consequently, CFIUS requested parties to submit a more extensive full notice in 26% of declaration cases, up from 15% the prior year, creating potential for significant deal delays.

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The Committee on Foreign Investment in the United States (CFIUS) has released its annual report for calendar year 2025, revealing important trends for cross-border dealmakers. While total filings increased, driven by a 21% rise in short-form declarations, the committee's willingness to quickly clear them has fallen sharply. The proportion of declarations cleared within the 30-day assessment period dropped to 66% from 78% in 2024. Correspondingly, CFIUS more frequently requested parties to file a longer, more detailed notice after reviewing a declaration, a trend that can add significant delays to transaction timelines.

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On July 29, 2026, the U.S. Department of the Treasury, acting as CFIUS Chair, launched a redesigned, consolidated CFIUS website (CFIUS.gov) that centralizes previously dispersed guidance and introduces several new resources for transaction participants. Key features include an online pre-filing consultation portal integrated with CFIUS’s Case Management System, allowing parties to engage with staff at least five business days before submitting a declaration or notice; a public CFIUS Risk Matrix that outlines the Committee’s analytical framework across eight national security risk categories, including associated threats, vulnerabilities, consequences, and representative mitigation measures; and comprehensive filing process guidance that clarifies the declaration-versus-notice decision, identifies common causes of processing delays, and recommends voluntary supplemental materials to include with initial filings. The website also hosts dedicated initiative pages for the Known Investor Program, Investment Security Technology Initiative, and Strategic Vendor Program. Parties should incor

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CFIUS reviewed 347 filings in 2025 (207 notices, 140 declarations), a 7% increase over 2024, against a backdrop of surging global M&A ($3.13–$4.8 trillion) and a 49.5% jump in inbound FDI. The declaration clearance rate fell to ~66% (from ~78% in 2024), while requests to convert to full written notices climbed to ~26%—the highest in three years—meaning filers using the short-form path risk restarting the review clock. Mitigation was required in 15 transactions, with 234 agreements under active monitoring; new tools include the Known Investor Program, a pre-filing consultation function, and a July 2026 Risk Matrix flagging eight elevated-risk categories. No civil penalties were publicly announced, but two presidential actions—one enforcing divestment of Jupiter Systems via court-appointed receiver, another greenlighting the Nippon Steel/U.S. Steel deal—signal continued willingness to deploy hard remedies. Non-notified reviews remained active at 90 initiations. Deal teams should weigh declaration versus notice strategy, prepare for sector-specific scrutiny, and audit historical transac

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Following a Section 301 investigation into China's technology transfer and intellectual property practices, the White House on March 22, 2018, directed multiple agencies to take action. The U.S. Trade Representative (USTR) will impose an additional 25% ad valorem tariff on a list of Chinese products, set to include aerospace, information and communication technology, and machinery. The USTR will also pursue a case against China's licensing practices at the World Trade Organization. This development is critical for counsel advising clients with Chinese supply chains, as the tariffs will significantly raise import costs. Furthermore, the memorandum directs the Committee on Foreign Investment in the United States (CFIUS) to address Chinese investment aimed at acquiring sensitive U.S. technologies, signaling a more challenging environment for inbound M&A. Affected importers should monitor the Federal Register for the finalized product list and prepare to substantiate country-of-origin claims for goods with multinational production histories.

The UK government has introduced the National Security & Investment Bill, which proposes a fundamental overhaul of the country's approach to screening foreign direct investment (FDI). If passed, the bill will establish a new standalone regulatory regime, moving authority from the Competition and Markets Authority to a new Investment Security Unit within the Department for Business, Energy & Industrial Strategy (BEIS).

This represents a significant shift for investors, creating a framework more closely aligned with the Committee on Foreign Investment in the United States (CFIUS). The legislation introduces a hybrid notification system and a broad definition of "trigger events," which could include acquiring more than 15% of shares or votes, or gaining "material influence" over a company. The rules would also apply to non-UK entities that supply goods or services in the UK. This change will add a critical layer of regulatory risk and timing considerations for a wide range of corporate and M&A transactions involving UK assets, requiring dealmakers to build a new approval process into t

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Treasury's final rule, effective December 26, 2024, materially expands CFIUS's enforcement toolkit and the financial downside for foreign-investment deal teams. The committee can now issue information requests not only to transaction parties but also to unrelated third parties such as banks, underwriters, and service providers, and can do so even for non-notified transactions, closing a long-standing gap that let non-disclosing deals escape early scrutiny. CFIUS may also impose a minimum three-business-day deadline for parties to respond to mitigation proposals, with limited extensions, compressing the negotiation window during which national-security risk is resolved. Although the alert does not enumerate the new penalty caps in the excerpt provided, it characterizes the increases as significant and signals a clear intent to deter noncompliance with mandatory filings, mitigation agreements, and disclosure obligations. Sophisticated M&A, private-equity, and cross-border finance counsel should brief clients on tightening diligence around TID-target identification, pre-filing risk mapp

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On June 21, 2024, Treasury issued a long-awaited notice of proposed rulemaking implementing Executive Order 14105, creating the Outbound Investment Security Program. The proposed rule applies to covered transactions by US persons involving covered foreign persons in the PRC (including Hong Kong and Macau) engaged in three sensitive-technology categories: semiconductors and microelectronics, quantum information technologies, and artificial intelligence. Triggered transactions include equity acquisitions, convertible or subordinated debt financing, greenfield investments, and certain joint ventures, plus indirect investments through entities more than 50 percent owned by a covered foreign person. Some transactions require notice to Treasury; others in subsectors deemed most sensitive—particularly certain advanced semiconductor and AI work—are outright prohibited. Sophisticated counsel and clients should map exposure, prepare comment letters, model fund and JV structures, and update CFIUS-style diligence for outbound China-tech exposure. Watch for the final rule, potential grandfatherin

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CFIUS's 2023 Annual Report to Congress, summarized by Duane Morris, shows the interagency committee reviewed 342 covered-transaction notices and declarations, opened inquiries into 60 non-notified transactions, and issued a record number of penalties. The article situates these figures alongside 2024 proposed rules that the authors read as portending expanded CFIUS reach and larger monetary exposure for non-compliance, including in TID U.S. businesses and covered real estate. FIRRMA remains the statutory backbone, with Treasury-led final rules in 2020 imposing mandatory filings for certain foreign-government-linked, 25%-plus investments in critical-technology, critical-infrastructure, or sensitive-data businesses; in March 2024, the Secretary of Agriculture was added to the committee for agricultural transactions. Sophisticated counsel should expect heightened enforcement risk on cross-border M&A and minority investments, renewed attention to non-notified transactions, and evolving compliance expectations. Watch for Treasury's finalization of the 2024 proposed rules, any expansion of

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Two House- and Senate-pending bills would require CFIUS to review foreign investments in U.S. agriculture, including farmland, layering a federal regime on top of existing FIRRMA real-estate authority. Treasury's November 1, 2024 final rule already expanded CFIUS coverage by adding dozens of military installations to the list of sensitive real-estate geographies, broadening non-notified review reach. Independently, states such as Florida have enacted restrictions on certain foreign nationals acquiring real property, with several of those laws facing constitutional challenges in court. Sophisticated counsel advising cross-border investors, REITs, agribusiness acquirers, and sovereign-wealth funds should map transaction footprints against both the federal installation radius lists and state-level ownership rules before signing. Watch for Senate action on the Protecting American Agriculture from Foreign Adversaries Act and state-court rulings on the constitutionality of the existing ownership bans.