Key Takeaways from the CFIUS 2024 Annual Report

The Committee on Foreign Investment in the United States (CFIUS) recently published its 2024 Annual Report. Filing volume for both declarations and notices remains lower compared to their peaks in 2021 and 2022, respectively. While CFIUS continues to clear the vast majority of transactions it reviews without mitigation, compliance site visits and civil penalties increased, highlighting CFIUS’s more assertive enforcement posture.

Declarations
CFIUS received 116 declarations in 2024, up modestly from 2023, but still well below the 2022 high-water mark of 154. After its 30-day assessment, CFIUS concluded action on approximately 78% of the declarations, which is generally in line with recent years. CFIUS requested a follow-on notice in 17 cases, and issued seven “unable-to-conclude” letters, which steer parties to a full notice when seeking to obtain a “safe harbor” for their investment.

 CFIUS saw investors from 48 countries submit declarations. Of these, the top jurisdiction was Japan, with 16 covered transaction declarations. Of note, there were two declarations from China, likely a reflection of forecasted challenges by the parties in obtaining CFIUS clearance during the declaration period.

Joint Voluntary Notices
CFIUS received 209 notices of covered transactions in 2024, a modest decrease from the number of filings in recent years. Of note, there was a sharp drop in the number of filings for investments in the semiconductor and electronic component manufacturing sector, potentially reflecting increased sensitivities related to foreign investments in the sector spurred by supply chain and national security concerns. CFIUS proceeded to the investigation stage on roughly 56% of notices, which is generally consistent with recent years. Only two investigations required the discretionary 15-day extension authorized by the Foreign Investment Risk Review Modernization Act of 2018 (FIRRMA) in extraordinary circumstances.

Two notices referred to the President resulted in a Presidential order blocking the transaction (i.e., one regarding a Chinese crypto mining company’s investment in real estate, and another regarding a Chinese investment in a U.S. audiovisual technology company). (Note that while the Presidential decision was issued in 2025, review of the latter transaction began in 2024.) Approximately 9% of the notices submitted (16 total) resulted in mitigation agreements, which is a decrease from 36 mitigation agreements in prior years. Additionally, 25 mitigation agreements or conditions were terminated in 2024, up from 15 mitigation terminations that occurred in 2023. There was one notice rejected for incompleteness, and two transactions proceeded to the President. Notably, only 9% of covered transactions were cleared with mitigation (i.e., down from 21% in 2023 and 23% in 2022). This could signal either a narrowing mitigation toolkit or more up-front screening by parties.

In 2024, there were 26 filings from investors from China, 15 from investors from France, 24 from investors from Japan, and 21 from investors from the UAE.

Mitigation and Enforcement Activity
By year-end, CFIUS was overseeing 242 active mitigation agreements and conditions. Compliance monitoring agencies conducted 79 site visits and materially modified four agreements, terminating 25 that were no longer needed.

There were five civil penalties levied, four for breaches of mitigation terms and one for material misstatements in a filing—up from last year’s total of only four civil penalties—demonstrating Treasury Department’s continued willingness to use its enforcement authority. CFIUS investigated 98 potential non-notified transactions, up from last year’s 60. It opened formal inquiries in 76 cases and demanded filings in 12, down from last year’s 13. Notably, one non-notified transaction ultimately received a presidential blocking order (as noted above in the crypto mining example), underscoring the risk of staying off CFIUS’s radar. While CFIUS guidelines list a company’s failure to file a mandatory notice or declaration as grounds for penalization, such a penalty has not been publicly announced yet.

Real Estate
In 2024, real estate notices and declarations continued to constitute a small minority of all notices filed. Out of 209 notices, only three were real estate notices. (In 2023, only two out of 233 notices were real estate notices.) Six declarations were filed under CFIUS’s real estate regulations, up from three in 2023.

That said, CFIUS continues to expand its real estate authorities, most recently issuing a final rule effective December 2024 that added an additional 59 military installations to the real estate appendix and provided broader jurisdiction for eight installations listed previously. Such increased CFIUS scrutiny, combined with U.S. government attention beyond CFIUS, such as the U.S. Department of Agriculture’s National Farm Security Plan released in July 2025 and America First Investment Policy released in February 2025, highlights a further potential expansion of CFIUS jurisdiction, particularly concerning foreign ownership of real property.

Looking Ahead
The CFIUS 2024 Annual Report points to several trends dealmakers should expect to carry into 2025 and beyond. With declarations trending downward and more than half of joint voluntary notices advancing to investigations, parties should plan for CFIUS’s two-stage review to be the norm rather than the exception. In addition, CFIUS’s enforcement engine is clearly accelerating, as reflected by the number of civil penalties and site visits.