Corporate Counsel Daily, Spurned $58 billion offer to purchase TikTok's U.S. operations leads to lawsuit, (Apr 9, 2025)

By Martin A. Steinberg, J.D.

Citing national security concerns, an executive order banned TikTok in the U.S. unless its parent company divested all its operations here to an American company.

TikTok Global LLC (TGI) has filed suit against ByteDance Ltd., TikTok Inc., and Yiming Zhang for wrongfully interfering with its attempts to purchase TikTok’s operation in the U.S. TGI had first offered to buy for $33 billion and then upped it to $8 billion, but ByteDance rejected both. The complaint alleges that what should have been a straightforward acquisition and divestment process became a twisted tale of corporate intrigue, conspiracy, and antitrust violations. TGI allegedly discovered that the game was rigged from the start because ByteDance had other plans to circumvent proper procedures, stifle competition, and maintain its control over TikTok's U.S. operations — all under the guise of compliance with the executive order (TikTok Global LLC v. Bytedance Ltd., No. 0:25-cv-60645-AHS (S.D. Fla. Apr. 3, 2025)).

Background. On September 6, 2020, TGI incorporated as an American-held CFIUS divestment solution to acquire ByteDance’s TikTok U.S. operations. Comprising a group of American investors, it is a Florida limited liability company and successor to Arkansas-based TikTok Global Network Inc. (TGN), and Delaware-incorporated TikTok Global Inc. (TGI).

TikTok manages TikTok.com, a popular social media platform. It is a California corporation with its principal place of business in Los Angeles. ByteDance, as TikTok’s parent company, is a private company with operations and its principal place of business in China. Defendant Yiming Zhang was the CEO of ByteDance.

TGI filed its complaint on April 3, 2025, alleging causes of action for (1) violating Section 1 of the Sherman Act, (2) tortious interference with advantageous business relationship, (3) unjust enrichment, and (4) violating the Florida Deceptive and Unfair Trade Practices Act. This action arose from ByteDance and TikTok’s presumed ongoing unlawful conduct in interfering with Plaintiff legal rights created thru timely, accurate, and complete in all material respects Committee on Foreign Investment in the United States (CFIUS) certification under § 800.204(a)(1)(2)(ii) and September 14, 2020, CFIUS compliant $33.3 billion acquisition agreement of TikTok's U.S. operation.

Plaintiff pointed to the U.S. Supreme Court case, TikTok Inc. v. Garland, 604 U.S. ___ (2025), which held that a law prohibiting U.S. companies from providing services to TikTok unless the platform's U.S. operation is severed from Chinese control did not violate the First Amendment. The Court held that the “divest or ban” law satisfies “intermediate scrutiny” because it does not overly burden speech in addressing the government’s interest in preventing China from gathering U.S. users’ personal data.

Executive orders (EO). On January 17, 2020, CFIUS published the final rules for implementing the Foreign Investment Risk Review Modernization Act (FIRRMA), which was enacted in August 2018. On August 6, 2020, President Trump issued an executive order entitled Addressing the Threat Posed by TikTok and Taking Additional Steps to Address the National Emergency Concerning the Information and Communications Technology and Services Supply Chain. On August 14, 2020, President Trump issued another executive order, Order Regarding the Acquisition of Musical.ly by ByteDance Ltd. The EO established procedures under Section 2(d), requiring that ByteDance notify CFIUS in writing of any intended buyer, and allow 10 business days for CFIUS review before completing any sale. These procedures were designed to ensure that any divestiture of TikTok's U.S. operations would address national security concerns and result in a complete transfer of ownership and control to a U.S. entity.

Purchase offers. On September 9, 2020, Plaintiff properly notified CFIUS under Section 2(d)(i) of its intent to bid for TikTok's U.S. operations. The CFIUS submission as required under § 800.401 was concurrently emailed to Defendant Zhang and its head of Public Relations and Global Media. On September 14, 2020, Plaintiff notified CFIUS, ByteDance, and Zhang that TG had provided ByteDance with an executable Asset Purchase Agreement for $33.3 billion designed to fully transfer ownership and control of TikTok's U.S. operations to an American company to allay the national security concerns that had led to the Executive Order.

ByteDance allegedly coordinated with the Treasury Secretary to manipulate the CFIUS review process to ensure Oracle's "trusted technology partner" selection while suppressing TG’s bids. Despite TG being the only interested buyer to strictly follow all CFIUS procedures and having transmitted a fully executable acquisition agreement at 5:04 AM, at around 9:00 AM, Treasury Secretary Mnuchin appeared on CNBC and announced that Oracle had been selected as the “trusted technology partner” for TikTok’s U.S. operations. Then, Mnuchin misappropriated TG’s name by unveiling his version of “TikTok Global.” Ultimately, Defendants let a co-conspirator seize Plaintiff’s brand before its proper unveiling, dealing a catastrophic blow to the Plaintiff. This conspiracy allegedly inflicted significant antitrust injury on Plaintiff. ByteDance continued to pursue the non-compliant Oracle partnership in violation of the Executive Order to retain control of TikTok’s U.S. operations.

On September 23, 2020, CFIUS Sec (2)(d)(ii) approval was granted for the certification information provided to CFIUS on September 9, 2020. Increasingly concerned with the lack of progress, Plaintiff submitted an updated Asset Purchase Agreement to ByteDance on September 24th, increasing the deal value to $58 billion in cash, guaranteed advertising purchases, prepaid advertising credits, employee stock options, and assumed liabilities. ByteDance and Zhang refused to accept the buyout offer.

Remedies sought. TGI is seeking (1) a judgment in their favor and against TikTok Inc., ByteDance, and Yiming Zhang; (2) compensatory damages of not less than $58 billion; (3) punitive damages; (4) treble damages under the Sherman Act; (5) preliminary and permanent injunctive relief requiring ByteDance to divest TikTok's U.S. operations to Plaintiff; (6) reasonable attorney fees and costs; and (7) pre-judgment and post-judgment interest to the maximum extent allowed.

The Case is No. 0:25-cv-60645-AHS.

Judge: Singhal, R.

Attorneys: David P. Reiner, II (Reiner & Reiner, P.A.) for Tiktok Global, LLC.

Companies: Tiktok Global, LLC; ByteDance Ltd.

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