The Committee on Foreign Investment in the United States (CFIUS) recently published its 2023 Annual Report, which provides information regarding transactions reviewed by CFIUS in 2023.[1]  Key takeaways from the 2023 Annual Report are below.    

  • 2023 saw a drop in short-form declaration and full notice filings.  In 2023, CFIUS reviewed 109 declarations and 233 notices, down from 154 declarations and 286 notices in 2022 and 164 declarations and 272 notices in 2021.  
  • CFIUS cleared declarations at a higher rate.  In 2023, CFIUS cleared 83 of the 109 declarations it reviewed, or just over 75 percent of declarations submitted.  CFIUS cleared just 58 percent of declarations in 2022, 73 percent in 2021, and 64 percent in 2020. 
    • CFIUS was unable to conclude action on six declarations and requested full notice filings for the remaining 20 of the 109 declarations filed in 2023. 
    • For the fourth year in a row, investors from Canada accounted for the highest number of declarations (13), followed by investors from France (11), Japan (11), the United Kingdom (10), Australia (7), South Korea (7), and Germany (6), and Norway (4). 
  • The percentage of notices proceeding to the investigation period remained stable from 2022 to 2023.   Of the 233 notices filed in 2023, 128 (approximately 55 percent) proceeded to the additional 45-day investigation period.  This figure is similar to the percentage of notices that proceeded to the investigation period in 2022 (approximately 57 percent). 
  • CFIUS continues to provide comments on draft notices and accept formal written notices promptly.  In 2023, CFIUS provided written comments on draft notices in just under eight business days and accepted formal written notices in just under five business days after submission, on average.  These figures represent a small increase from 2022 (by one business day each).
  • The percentage of notices withdrawn decreased in 2023 compared to 2022.  Of the233 notices filed in 2023, 57 notices (24 percent) were withdrawn, compared to 31 percent in 2022 and 27 percent in 2021.  Of those, 43 notices were refiled in either 2023 or 2024.  Nine notices were abandoned after CFIUS either informed the parties that CFIUS was unable to identify mitigation measures that would resolve its national security concerns or CFIUS proposed mitigation measures that were unacceptable to the parties.  Five of the withdrawn notices were abandoned by the parties for commercial reasons.
  • The percentage of cases for which mitigation was imposed remained relatively stable from 2022 to 2023.  CFIUSimposedmitigation measures and conditions in connection with 43 cases (18 percent) in 2023, compared to 52 cases (18 percent) in 2022.  Of those 43,there were 35 (approximately 21 percent) distinct transactions, compared to 23 percent of distinct transactions mitigated in 2022.  The distinction between cases and distinct transactions is due withdrawn and refiled notices.
  • As with 2021 and 2022, there were no presidential decisions in 2023.
  • There were fewer inquiries into non-notified transactions, but a higher share of inquiries led to requested filings.  In 2023, CFIUS opened inquiries into 60 non-notified transactions, and of those, CFIUS requested filings for 13 transactions.  The number of inquiries is a drop from 2022 (84 inquiries), which itself was a drop from 2021 (135 inquiries).  The percentage of inquiries resulting in a requested filing increased in 2023 to 21 percent, up from 13 percent in 2022 and just six percent in 2021. 
  • Chinese investors filed the most CFIUS notices in 2023.  Investors from China filed 33 CFIUS notices in 2023, followed by investors from the United Arab Emirates (22), United Kingdom (19), Singapore (19), Canada (16), Japan (15), and Germany (14). 

[1] Cleary’s summary of the CFIUS 2022 and 2021 Annual Reports can be found at: https://www.clearytradewatch.com/2023/08/cfius-releases-2022-annual-report-key-takeaways/#_ftn1 and https://www.clearytradewatch.com/2022/08/cfius-2021-annual-report-five-key-takeaways/.