Presidential Documents

Federal Register / Vol. 90, No. 7 / Monday, January 13, 2025 / Presidential Documents 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. 


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2606 Federal Register / Vol. 90, No. 7 / Monday, January 13, 2025 / Presidential Documents 

(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. 

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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