What Happened:

The Committee on Foreign Investment in the United States (CFIUS or the Committee) recently released its annual report for calendar year 2024 (the Report). The Report provides the fourth full year of public data since the implementation of the 2020 rule changes mandated by the Foreign Investment Risk Review Modernization Act (FIRRMA) and reveals continuing trends in foreign investment review, mitigation, and enforcement.

The Bottom Line:

The 2024 report shows consistency year-over-year in many areas and underscores several important trends for companies considering transactions within CFIUS’s review authority, particularly as CFIUS’s authority over transactions continues to expand:

• CFIUS caseload continued to decrease year-over-year from the 2022 peak. Adjusting the numbers for notices that were withdrawn and refiled and declarations that resulted in a request to file a notice, and cases that filed in a prior year, CFIUS received filings for only 269 distinct transactions in 2024—a decrease of approximately 2 percent from 272 distinct transactions in 2023 and 17 percent from 326 distinct transactions in 2022—when the total number of filings (325 for 2024) is adjusted for declarations resulting in a notice filing (17 in 2024) and re-filings (39 for 2024, consisting of 8 notices originally filed in 2023 and re-filed in 2024 and 31 notices filed in 2024 and refiled in 2024). Although causation is not yet clear, the large decreases from the 2022 peak suggest that some transactions that might have been submitted for CFIUS review in the past are not now being submitted and/or a decrease in direct foreign investment in the United States.
• CFIUS reviewed and cleared more declarations in 2024 than in 2023, and declarations made up a greater portion of total filings (36 percent in 2024 versus 32 percent in 2023), indicating increasing sophistication on the part of CFIUS and CFIUS practitioners with respect to this filing format.
• Geographic and sectoral data in 2024 remained consistent with 2023 but showed an uptick in filings from investors from Japan. Filings from Chinese investors continued their year-over-year decline. Nevertheless, investors from China remain the top filers for notices overall (12 percent of notices in 2024), but this relatively high number may signal more withdrawal-and-refile notices from Chinese investors than for investors from other countries.
• CFIUS reviewed 150 covered transactions involving acquisitions of US critical technology companies in 2024, relatively consistent with prior years. Anecdotal reports from practitioners suggest that sector, not transaction size, remains a focus for CFIUS.
• CFIUS continued to expand investigation and enforcement efforts, including assessing its largest ever penalty in 2024 of $60 million for material misstatements in a notice filing. CFIUS assessed four penalties in 2024 for breaches of material provisions in mitigation agreements. CFIUS reviewed 76 non-notified transactions (a slight increase year-over-year) and formally requested filings for 16 percent of them. However, mitigation conditions may be on the decline, even in advance of the February 2025 National Security Memorandum on America First Investment Policy (Foreign Investment Memo), which called for CFIUS to move away from the practice of requiring open-ended mitigation agreements.
• Real estate filings remained rare, with six declarations and three notices filed for covered real estate transactions in 2024. The 2024 data likely does not reflect the impact of the November 2024 expansion of covered real estate subject to CFIUS’s review.

The data points provided in the Report confirm that while total filings remain below pre-2023 levels, CFIUS is intensifying its scrutiny—particularly through extended investigations, increased mitigation monitoring, and more targeted non-notified inquiries. Companies considering cross-border transactions involving US businesses, especially in sensitive sectors, should factor in the trends described in the report. We discuss these further below.

The Full Story:

Declarations—Modest Uptick in Filings, High Clearance Rates

CFIUS reviewed 116 declarations of covered transactions in 2024, up from 109 in 2023 but still well below the 2021 peak of 164. Clearance rates remained strong at 78 percent, up slightly from 76 percent in 2023 but continuing the post-2022 trend toward higher clearance. CFIUS requested that declaration filers submit a long-form notice in fewer instances in 2024 (15 percent of filings in 2024 versus 18 percent of filings in 2023) and was unable to conclude action in 6 percent of cases, holding steady with the 6 percent of total declarations resulting in a “shrug” in 2023.

These numbers across years 2022 to 2024 suggest a growing understanding on the part of filers and CFIUS practitioners on when to file a declaration versus when to file a notice for a given transaction. Improvement in CFIUS clearance rates on declarations indicates increasing sophistication and familiarity with the declaration format. The declaration process remains an appealing option for filers and declarations continue to grow as a share of CFIUS’s overall caseload. This filing format is faster, less onerous to prepare, and requires no filing fee. The decision of whether to file a declaration or a notice remains a key issue in considering a CFIUS filing.

Notices—Long Review Periods Remain Despite Lower Caseload

CFIUS received 209 notices in 2024, down from 233 in 2023 and 286 in 2022 (respectively, reductions of 10 percent and 27 percent). The Committee initiated the 45-day investigation stage for 116 notices representing 56 percent of the total notice filings, a percentage roughly steady with 2023. The withdrawal rate was 23 percent (down slightly from 24 percent in 2023), with the vast majority refiled. Seven notices were abandoned because parties declined mitigation measures or for commercial reasons. CFIUS rejected one notice in 2024.

These numbers, alongside those in 2023, indicate that longer review periods may be less influenced by CFIUS’s caseload at a given time than suggested by the data from prior years. Even though notice filings declined, the percentage of notice filings heading to the 45-day investigation period held steady and the withdraw-and-refile rates in 2024 were comparable to those in 2023. Under the Foreign Investment Memo issued by President Trump in February 2025, CFIUS is directed to review its procedures and create a “fast track” process. Our coverage of the Foreign Investment Memo is available here. The impact of these changes to CFIUS’s practice may be reflected in the 2025 data or later years as details on such a new fast track process emerge.

Notwithstanding the length of review periods, CFIUS’s reported time to provide written comments on a draft notice continued to decline to an average of 6.5 days in 2024 (compared to 8 days in 2023) and continued to shorten the time between the date of the submission of a formal written notice and the date on which the Committee accepted the formal written notice (averaging 2.7 days in 2024). This may reflect an increasing sophistication on the part of CFIUS and practitioners who may increasingly engaged in pre-filing discussions with CFIUS.

Geographic and Sectoral Distribution Remains Consistent

In 2024, investors from China (26), France (25), Japan (24), the United Arab Emirates (21), and Singapore (14) led notice filing counts, and investors from Japan (16), Canada (11), France (9), the United Kingdom (9), and the United Arab Emirates (7) leading declaration filing counts. CFIUS did not break down the results of filing by country, but it is clear from the numbers that investors from China continue to heavily favor notice filings and that filings of all types from Japanese investors have increased significantly. As in prior years, however, the number of notices for Chinese investors appears to be inflated by cases in which the parties withdraw and refile to allow additional time to negotiate with CFIUS.

The finance, information, and services sector continued to dominate, accounting for 53 percent of notices (an increase from 50 percent in 2023). Professional, scientific, and technical services continued to be the largest subsector, accounting for 53 of 209 notices and 26 of 116 declarations in 2024. Anecdotal reports from CFIUS practitioners regarding non-notified transaction inquiries over the past several years indicate that CFIUS is focused on particular sectors with sub-sectors within the professional, scientific, and technical services sector (e.g., life sciences, software, semiconductors, and artificial intelligence subsectors) being a particular focus regardless of whether the US business is a “TID U.S. business” under the CFIUS rules.

Critical Technologies Investment Remains Consistent

CFIUS reviewed 150 covered transactions involving acquisitions of US critical technology companies in 2024, relatively steady with 2023 with 153 critical technology transactions). Top investor home countries for critical technologies transactions included Japan (24 covered transactions), France (20 covered transactions), China (16 covered transactions), and Germany (14 covered transactions). The largest number of filings involved computer and electronic product manufacturing and professional, scientific, and technical services subsectors (collectively, 46 covered transactions).

CFIUS Pursues Non-Notified Transactions

CFIUS reported that in 2024, it identified and preliminarily considered thousands of potential non-notified transactions. CFIUS further investigated 98 of these non-notified to determine which to open as official inquiries. Treasury formally opened an inquiry into 76 of these transactions (an increase from 60 non-notified transactions in 2023) and requested a filing for 12 non-notified transactions (approximately 16 percent of inquiries compared to 22 percent of inquiries in 2023). In addition, there were five instances in 2024 where parties in receipt of non-notified-related outreach voluntarily filed a declaration or notice prior to receiving a formal request.

The report noted that CFIUS used various methods to identify non-notified and non-declared transactions in 2024, including interagency referrals, tips from the public, classified reporting, media reports, voluntary self-disclosures, congressional notifications, and multiple commercial databases. This is consistent with CFIUS’s recent approach to identifying and actioning non-notified and non-declared transactions, including through hiring additional staff, evaluating new tools and datasets, and regularly coordinating across CFIUS member agencies.

CFIUS Mitigation Declines; Monitoring and Enforcement in Focus

In 2024, CFIUS concluded action with respect to 16 notices after adopting a mitigation agreement or order to resolve national security concerns. This represents approximately 9.6 percent of distinct notices, a significant decline from the 19 percent reported for 2023.

As of the end of 2024, the Committee was monitoring 242 mitigation agreements and conditions. Four mitigation agreements and conditions were materially modified in 2024, and 25 were terminated. All mitigation agreements that became effective in 2024 have compliance plans. The number of open mitigation agreements remained consistent year-over year (246 were reported for 2023). The Foreign Investment Memo issued in March 2025 calls for CFIUS mitigation agreements going forward to consist of concrete actions that companies can complete within a specific time, rather than perpetual compliance obligations. Whether this will reduce the number of open mitigation agreements at the end of 2025 remains to be seen. However, it is noteworthy that the number of notices cleared with mitigation decreased in 2024 (only 9 percent of covered transaction notices filed were cleared with mitigation, compared with 21 percent in 2023 and 23 percent in 2022). This decrease may reflect a decline in foreign investment in key sectors likely to trigger mitigation or a greater willingness to accept non-notified transaction risk following two years of increasingly common, and often onerous, mitigation requirements.

CFIUS assessed four penalties in 2024 for breaches of material provisions in mitigation agreements. Additionally, the Committee assessed one penalty in 2024 for submission of a notice and supplemental information containing material misstatements. At $60 million, this penalty was CFIUS’s largest to date. In August 2024, when CFIUS announced the penalty, it also launched a new website intended to “provide further clarity and transparency regarding CFIUS penalties and other enforcement actions.” The website provides information about the civil monetary penalties that CFIUS has imposed since 2018 and describes for each the nature of the conduct that gave rise to the penalty, as well as mitigating and aggravating factors. This data set illustrates a focus on enforcement. In 2022 to 2024, CFIUS issued more penalties than it did prior to 2022.

Further illustrating CFIUS’s growing focus on enforcement, monitoring site visits increased in 2024 (79 in 2024 compared with 43 in 2023). In these site visits, monitoring agencies visit to monitor compliance with mitigation agreements and, where noncompliance is identified, pursue remediation and determine whether a civil monetary penalty was appropriate under CFIUS’s penalty guidelines.

CFIUS completed two investigations with respect to compliance with its mandatory filing requirements and issued a formal determination of non-compliance in one of them. CFIUS also received an unspecified number of voluntary self-disclosures for other potential failures, which it continues to investigate. 

Real Estate Transaction Filings Remain Rare

Six declarations and three notices for covered real estate transactions were filed in 2024, mirroring persistently low real estate filings despite ongoing expansions to the list of covered military installations. On November 1, 2024, the US Department of Treasury issued a Final Rule that expanded CFIUS’s authority to review certain transactions involving US real estate by expanding and revising CFIUS’s list of sensitive military installations and expanding the radius around air and maritime ports subject to CFIUS’s review.

The number of real estate filings has consistently fallen short of CFIUS’s 2020 projections under the then-proposed FIRRMA rules of 150 real estate notices per year and 200 real estate declarations per year. It is not immediately clear why real estate filings continue to comprise so few of CFIUS’s annual caseload as foreign investment in US real estate has held relatively steady 2020 through 2024. Real estate filings are made on an entirely voluntary basis and, until relatively recently, foreign investors have focused on the better-known rules for acquisitions of and investments in US businesses. However, state real estate restrictions and legislative efforts to further expand covered real estate to include agricultural lands are bringing greater attention to real estate filings and neither investor appetite for risk nor lack of familiarity fully explain the persistently low number of annual real estate filings.

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The national security, mergers and acquisitions, private equity, and competition practices at Hunton Andrews Kurth LLP will continue to monitor the development of CFIUS and cross-border investment matters. Please contact us if you have any questions or would like further information regarding CFIUS or require our assistance in considering what CFIUS’s 2024 Annual Report may mean for your transaction.