Labor & Employment Law Daily Wrap Up, INDUSTRY NEWS, TRENDS—White House gives nod to U.S. Steel—Nippon Steel deal, (Jun 17, 2025)

By Peter Reap, J.D., LL.M.

The nearly $15 billion acquisition will “make American steelmaking and manufacturing great again,” the companies touted in celebration.

On June 13, 2025, President Trump issued an Executive Order permitting the proposed nearly $15 billion acquisition of U.S. Steel Corporation by Nippon Steel Corporation, Nippon Steel North America, Inc., and 2023 Merger Subsidiary, Inc. to proceed under the stipulation that the parties first execute a national security agreement with the Department of the Treasury. The following day, the steel companies announced that they have executed the required national security agreement with the government, paving the way for a prompt closure to the tie-up.

Acquisition announced, EC approval. In December 2023, the deal was announced as an all-cash transaction at $55.00 per share, representing an equity value of approximately $14.1 billion plus the assumption of debt, for a total enterprise value of $14.9 billion. The companies touted the strategic benefits of the proposal and also stated that it “benefits the United States—ensuring a competitive, domestic steel industry, while strengthening our presence globally.” The European Commission approved the acquisition in June 2024.

Executive Order conditionally approving deal. President Trump’s June 13 Executive Order followed his April 7, 2025, Presidential Memorandum directing the Committee on Foreign Investment in the United States (CFIUS) to conduct a review of the proposed acquisition. Based on the results of the CFIUS review, Trump determined that the threat to the national security of the United States arising as a result of the deal could be adequately mitigated if the parties execute a national security agreement drafted by the government.

Specifically, for approval of the deal, the parties must:

• execute with the Department of the Treasury and any other appropriate member agencies of CFIUS, on or before the closing date of the Proposed Transaction, and remain in compliance thereafter with, a national security agreement (NSA) that is materially consistent, as so determined by the Department of the Treasury, with the draft NSA submitted to the Purchasers and U.S. Steel by the United States Government on June 13, 2025.

Companies confirm execution of NSA, tout deal benefits. In a June 14, 2025, press release U.S. Steel and Nippon thanked President Trump for approving the acquisition, confirming that they.

• have entered into a National Security Agreement (“NSA”) with the U.S. Government. The NSA provides that approximately $11 billion in new investments will be made by 2028, which includes the initial investment in a greenfield project that would be completed after 2028. The NSA also includes commitments related to governance (including a Golden Share to be issued to the U.S. Government), domestic production, and trade matters.

Additionally, the companies stated they have completed the U.S. Department of Justice review process. With all necessary regulatory approvals in place, they expect the partnership to be “finalized promptly.”

The companies claim the deal will lead to massive investments in United States steelmaking, preserving and creating more than 100,000 jobs. “We thank President Trump and his Administration for their bold leadership and strong support for our historic partnership. This partnership will bring a massive investment that will support our communities and families for generations to come. We look forward to putting our commitments into action to make American steelmaking and manufacturing great again.”

Lawsuit against Cleveland Cliffs. On January 6, 2025, U.S. Steel and Nippon Steel filed a joint nine-count complaint in the United States District Court for the Western District of Pennsylvania against rival steelmaker Cleveland-Cliffs Inc. (Cliffs) and other parties. A concurrent January 6, 2025 Nippon Steel and U.S. Steel news release described this antitrust complaint and a separate petition asking the U.S. Court of Appeals for the District of Columbia Circuit to “set aside the CFIUS review process” and President Biden’s order blocking the acquisition.

The companies contended they will establish that “President Biden ignored the rule of law to gain favor” with the USW in order to “support his political agenda.” Nippon and U.S. Steel appeared to suggest that President Biden caused CFIUS to conduct a deficient national security review process that ultimately violated constitutional due process and statutory rights by blocking the acquisition.

The companies’ joint news release contended that President Biden “publicly announced his plan to block the Transaction in March 2024, which was before CFIUS even began its formal review, in order to curry favor with the USW leadership in Pennsylvania in his bid for reelection.” The companies alleged that their first contact with CFIUS consisted of a 17-page letter “riddled with factual inaccuracies and parroted key talking points from USW leadership.” The CFIUS letter allegedly demanded a response in one business day and was said to be contemporaneous with various Vice President Haris campaign statements that U.S. Steel should remain “American owned and American operated.”

The companies also protested that Japan is a “longstanding ally” of the United States, that “no transaction involving a Japan based company of any kind has ever been blocked” by a President on national security grounds”, “[n]or have other acquisitions of American steel facilities ever been blocked[.]”

U.S. Steel shareholder suit. On February 5, 2025, a group of U.S. Steel shareholders filed a lawsuit seeking to block the proposed acquisition, arguing the deal would substantially reduce competition and harm consumers. The lawsuit, filed in the federal district court in San Francisco, contends that the acquisition would violate Section 7 of the Clayton Antitrust Act by potentially lessening competition and creating monopolistic conditions in the American steel market.

The plaintiffs highlight that Nippon Steel is currently the fourth-largest steel manufacturer globally, while U.S. Steel ranks as the third-largest producer in the United States. According to the complaint, the U.S. steel industry has already undergone significant consolidation in recent years. Between 2020 and 2021, the top American steelmakers—Cleveland Cliffs, Nucor, and U.S. Steel—increased their collective share of U.S. steelmaking capacity from 47 percent to 68 percent. The plaintiffs argue that further consolidation through this acquisition would exacerbate market concentration.

Companies: U.S. Steel Corporation; Nippon Steel Corporation

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