CFIUS 2025 Report: Filings Rise as Declaration Clearances Fall
The 2025 CFIUS annual report shows a rise in total filings driven by declarations, but the clearance rate for these short-form submissions fell from 78% to 66%, signaling greater scrutiny and potential deal delays for foreign investors.
The Committee on Foreign Investment in the United States' (CFIUS) annual report for calendar year 2025 shows a 7% increase in total filings, driven by a sharp rise in short-form declarations. However, the data reveals tougher scrutiny, as the proportion of declarations cleared by the Committee fell from approximately 78% in 2024 to 66% in 2025. Consequently, CFIUS requested parties to submit a more extensive full notice in 26% of declaration cases, up from 15% the prior year, creating potential for significant deal delays.
Sophisticated counsel care because these trends have direct implications for transaction strategy and timing. The decreased likelihood of a quick clearance via declaration makes it a less predictable path. The report also highlights a sharp increase in notices for the semiconductor and aerospace sectors and a rise in withdrawn notices, underscoring the Committee's focus on sensitive industries and complex cases. Continued enforcement activity, including reviews of non-notified transactions, remains a key priority. For their clients, lawyers must now more carefully weigh whether to file a declaration or a full notice at the outset and perform early risk assessments, particularly for transactions in high-priority sectors.