Presidential Document2025-00621
Regarding the Proposed Acquisition of United States Steel Corporation by Nippon Steel Corporation
Primary source
Metadata and text below are from the Federal Register, a public-domain U.S. government work. Always verify the official published version before relying on it for any legal matter.
Published
January 13, 2025
Signed
January 3, 2025
Issuing agencies
Executive Office of the President
Full Text
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<title>Federal Register, Volume 90 Issue 7 (Monday, January 13, 2025)</title>
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[Federal Register Volume 90, Number 7 (Monday, January 13, 2025)]
[Presidential Documents]
[Pages 2605-2606]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2025-00621]
Presidential Documents
Federal Register / Vol. 90, No. 7 / Monday, January 13, 2025 /
Presidential Documents
[[Page 2605]]
Order of January 3, 2025
Regarding the Proposed Acquisition of United
States Steel Corporation by Nippon Steel Corporation
By the authority vested in me as President by the
Constitution and the laws of the United States of
America, including section 721 of the Defense
Production Act of 1950, as amended (section 721), 50
U.S.C. 4565, it is hereby ordered as follows:
Section 1. Findings. I hereby make the following
findings:
(a) There is credible evidence that leads me to
believe that (1) Nippon Steel Corporation, a
corporation organized under the laws of Japan (Nippon
Steel); (2) Nippon Steel North America, Inc., a New
York corporation (Nippon Steel NA); and (3) 2023 Merger
Subsidiary, Inc., a Delaware corporation (together with
Nippon Steel and Nippon Steel NA, the Purchasers),
through the proposed acquisition by the Purchasers of
United States Steel Corporation, a Delaware corporation
(U.S. Steel), might take action that threatens to
impair the national security of the United States; and
(b) Provisions of law, other than section 721 and
the International Emergency Economic Powers Act (50
U.S.C. 1701 et seq.), do not, in my judgment, provide
adequate and appropriate authority for me to protect
the national security in this matter.
Sec. 2. Actions Ordered and Authorized. On the basis of
the findings set forth in section 1 of this order,
considering the factors set forth in subsection 721(f)
of the Defense Production Act of 1950, as appropriate,
and pursuant to my authority under applicable law,
including section 721, I hereby order that:
(a) The proposed acquisition of U.S. Steel by the
Purchasers (Proposed Transaction) is prohibited, and
any substantially similar transaction between the
Purchasers and U.S. Steel, whether effected directly or
indirectly by the Purchasers, through the Purchasers'
shareholders or shareholders' immediate, intermediate,
or ultimate foreign person beneficial owners, or
through the Purchasers' partners, subsidiaries, or
affiliates is also prohibited.
(b) The Purchasers and U.S. Steel shall take all
steps necessary to fully and permanently abandon the
Proposed Transaction no later than 30 days after the
date of this order, unless such date is extended by the
Committee on Foreign Investment in the United States
(CFIUS), on such conditions as CFIUS may require.
Immediately upon completion of all steps necessary to
abandon the Proposed Transaction, the Purchasers and
U.S. Steel shall certify in writing to CFIUS that such
abandonment has been effected in accordance with this
order and that all steps necessary to fully and
permanently abandon the Proposed Transaction have been
completed.
(c) From the date of this order until the
Purchasers and U.S. Steel provide a certification of
abandonment of the Proposed Transaction to CFIUS
pursuant to subsection (b) of this section, the
Purchasers and U.S. Steel shall certify to CFIUS on a
weekly basis that they are in compliance with this
order and include with that certification a description
of all efforts to fully and permanently abandon the
Proposed Transaction, and a timeline for projected
completion of remaining actions necessary to effectuate
the abandonment.
[[Page 2606]]
(d) Any transaction or other instrument entered
into or method employed for the purpose of, or with the
effect of, evading or circumventing this order is
prohibited.
(e) Without limitation on the exercise of authority
by any agency under other provisions of law, and until
such time as the Purchasers and U.S. Steel provide a
certification of abandonment of the Proposed
Transaction and such certification is verified to the
satisfaction of CFIUS, CFIUS is further authorized to
implement measures it determines necessary and
appropriate with regard to the Proposed Transaction to
protect the national security of the United States,
including measures available to it under section 721
and its implementing regulations, which include the
remedies available for violations of any order,
agreement or condition entered into or imposed under
section 721.
(f) If any provision of this order, or the
application of any provision to any person or
circumstances, is held to be invalid, the remainder of
this order and the application of its other provisions
to any other persons or circumstances shall not be
affected thereby. If any provision of this order, or
the application of any provision to any person or
circumstances, is held to be invalid because of the
lack of certain procedural requirements, the relevant
executive branch officials shall implement those
procedural requirements.
(g) The Attorney General is authorized to take any
steps necessary to enforce this order.
Sec. 3. Reservation. I hereby reserve my authority to
issue further orders with respect to the Purchasers or
U.S. Steel as shall in my judgment be necessary to
protect the national security of the United States.
Sec. 4. Publication and Transmittal. (a) This order
shall be published in the Federal Register.
(b) I hereby direct the Secretary of the Treasury
to transmit a copy of this order to the parties to the
Proposed Transaction named in section 1 of this order.
<GRAPHIC(S) NOT AVAILABLE IN TIFF FORMAT>
(Presidential Sig.)
THE WHITE HOUSE,
January 3, 2025.
[FR Doc. 2025-00621
Filed 1-10-25; 8:45 am]
Billing code 3395-F4-P
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</html>Indexed from Federal Register on January 13, 2025.
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