CFIUS 2025 Data Shows Lower Clearance for Short-Form Filings

The Committee on Foreign Investment in the United States (CFIUS) has released its annual report for calendar year 2025, revealing critical trends for cross-border transactions. While total filings increased moderately, the data shows a significant strategic shift for dealmakers. Short-form "declarations" grew in popularity, but their clearance rate dropped to an all-time low of 66%, down from 78% the prior year. Consequently, a higher percentage of parties (26%) who filed declarations were later required to submit a more extensive full "notice," lengthening their review timelines. The report also shows a continued, albeit reduced, use of mitigation agreements and sustained scrutiny of non-notified transactions, with CFIUS requesting filings for nine such deals after identifying them. For deal counsel, the declining success rate of declarations complicates filing strategy, requiring a more nuanced risk assessment between the faster, but increasingly uncertain, short-form process and the more laborious full notice. The data suggests that despite stated policy goals of streamlining allied investment, CFIUS review remains robust and its enforcement priorities are unchanged.