2024 CFIUS Developments: Implications for Japanese Investors in the United States
Publications
October 2024
In April, the Committee on Foreign Investment in the United States (CFIUS) issued a Notice of Proposed Rulemaking (NPRM) to “enhance certain CFIUS procedures and sharpen its penalty and enforcement authorities.” If CFIUS finalizes and implements these proposals, the NPRM would increase the maximum civil monetary penalties for CFIUS violations, such as material misstatements, failures to make mandatory filings, and violations of mitigation agreements. It would also give CFIUS the power to compel information via subpoena from parties to a transaction or from unrelated third parties who may possess information that could assist CFIUS with enforcement or help it gauge transaction risk. The rule would also broaden CFIUS’s standards allowing it to seek information any time in which it deems appropriate.
The NRPM would also introduce changes to the CFIUS process. It would impose a three business day deadline for parties to provide a substantive response to CFIUS’s proposals for mitigating its national security concerns related to a transaction, unless CFIUS grants an extension. This is a highly compressed timeline with which parties may have difficulty complying, depending on the length and complexity of the proposal.
Furthermore, in July, CFIUS proposed expanding the scope of its real estate jurisdictions to cover foreign investments in property proximate to nearly 30 new military installations.
Together, these proposed changes signal CFIUS’s growing focus on enforcement, and the continued expansion of its powers to meet an evolving national security landscape.
CFIUS’s recently released 2023 Annual Report highlights the prominent role of Japanese firms in the CFIUS process. From 2021 to 2023, Japanese investments accounted for the second highest number of declarations, and fourth highest number of notices of any country. Historically, Japanese investors have been willing participants in the CFIUS process. These figures suggest they find strategic value in engaging with CFIUS when making investments which could implicate U.S. national security. Nevertheless, given CFIUS’s increased jurisdiction and enforcement scope, Japanese firms should be prepared to respond to CFIUS’s growing number of information requests in the years to come.
This article is available in the Jenner & Block Japan Newsletter. / この記事はJenner & Blockニュースレターに掲載されています。
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© 2026 Jenner & Block LLP. Attorney Advertising. Jenner & Block LLP is an Illinois Limited Liability Partnership including professional corporations. This publication, presentation, or event is not intended to provide legal advice but to provide information on legal matters and/or firm news of interest to our clients and colleagues. Readers or attendees should seek specific legal advice before taking any action with respect to matters mentioned in this publication or at this event. The attorney responsible for this communication is Brent E. Kidwell, Jenner & Block LLP, 353 N. Clark Street, Chicago, IL 60654-3456. Prior results do not guarantee a similar outcome. Jenner & Block London LLP, an affiliate of Jenner & Block LLP, is a limited liability partnership established under the laws of the State of Delaware, USA and is authorised and regulated by the Solicitors Regulation Authority with SRA number 615729. Information regarding the data we collect and the rights you have over your data can be found in our Privacy Notice. For further inquiries, please contact dataprotection@jenner.com.
Publications
October 2024
In April, the Committee on Foreign Investment in the United States (CFIUS) issued a Notice of Proposed Rulemaking (NPRM) to “enhance certain CFIUS procedures and sharpen its penalty and enforcement authorities.” If CFIUS finalizes and implements these proposals, the NPRM would increase the maximum civil monetary penalties for CFIUS violations, such as material misstatements, failures to make mandatory filings, and violations of mitigation agreements. It would also give CFIUS the power to compel information via subpoena from parties to a transaction or from unrelated third parties who may possess information that could assist CFIUS with enforcement or help it gauge transaction risk. The rule would also broaden CFIUS’s standards allowing it to seek information any time in which it deems appropriate.
The NRPM would also introduce changes to the CFIUS process. It would impose a three business day deadline for parties to provide a substantive response to CFIUS’s proposals for mitigating its national security concerns related to a transaction, unless CFIUS grants an extension. This is a highly compressed timeline with which parties may have difficulty complying, depending on the length and complexity of the proposal.
Furthermore, in July, CFIUS proposed expanding the scope of its real estate jurisdictions to cover foreign investments in property proximate to nearly 30 new military installations.
Together, these proposed changes signal CFIUS’s growing focus on enforcement, and the continued expansion of its powers to meet an evolving national security landscape.
CFIUS’s recently released 2023 Annual Report highlights the prominent role of Japanese firms in the CFIUS process. From 2021 to 2023, Japanese investments accounted for the second highest number of declarations, and fourth highest number of notices of any country. Historically, Japanese investors have been willing participants in the CFIUS process. These figures suggest they find strategic value in engaging with CFIUS when making investments which could implicate U.S. national security. Nevertheless, given CFIUS’s increased jurisdiction and enforcement scope, Japanese firms should be prepared to respond to CFIUS’s growing number of information requests in the years to come.
This article is available in the Jenner & Block Japan Newsletter. / この記事はJenner & Blockニュースレターに掲載されています。
Related Articles
Related Capabilities
© 2026 Jenner & Block LLP. Attorney Advertising. Jenner & Block LLP is an Illinois Limited Liability Partnership including professional corporations. This publication, presentation, or event is not intended to provide legal advice but to provide information on legal matters and/or firm news of interest to our clients and colleagues. Readers or attendees should seek specific legal advice before taking any action with respect to matters mentioned in this publication or at this event. The attorney responsible for this communication is Brent E. Kidwell, Jenner & Block LLP, 353 N. Clark Street, Chicago, IL 60654-3456. Prior results do not guarantee a similar outcome. Jenner & Block London LLP, an affiliate of Jenner & Block LLP, is a limited liability partnership established under the laws of the State of Delaware, USA and is authorised and regulated by the Solicitors Regulation Authority with SRA number 615729. Information regarding the data we collect and the rights you have over your data can be found in our Privacy Notice. For further inquiries, please contact dataprotection@jenner.com.
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