美国外资审查新动向！CFIUS加大执法力度，“黄金股”兴起

Core Insights - The U.S. government's foreign investment review process has undergone significant changes over the past year, particularly with the implementation of the "America First Investment Policy" and the evolving role of the Committee on Foreign Investment in the United States (CFIUS) [1][2][3] Group 1: CFIUS Review Trends - CFIUS has expanded its jurisdiction to include critical sectors such as technology, infrastructure, personal data, healthcare, agriculture, energy, and raw materials, while also establishing a "fast track" process for investments from allied nations [2][3] - In 2025, CFIUS's enforcement actions reached a record high, with total fines nearing $88 million and the highest single fine amounting to $60 million, reflecting a significant increase in scrutiny of foreign investments [2] - The number of filings in the semiconductor and electronics manufacturing sectors dropped by 60%, and filings in scientific research and development decreased by 57%, indicating a deterrent effect on foreign investment in advanced R&D and manufacturing [2] Group 2: Differentiated Treatment and Risk Assessment - CFIUS is expected to continue its trend of differentiated treatment in 2026, with increased scrutiny on investments from specific sources while introducing expedited processes for friendly nations [3] - Transactions involving sensitive factors such as semiconductors and supply chain security may face pre- or post-review scrutiny, increasing legal and policy uncertainties for investments in the U.S. [3] - The review of the Nippon Steel acquisition of U.S. Steel illustrates the integration of CFIUS reviews with domestic industrial policies, extending beyond traditional national security concerns to include labor rights and competitive policies [3][4] Group 3: Golden Share Mechanism - The approval of the Nippon Steel acquisition was significantly influenced by the "golden share" agreement, which granted the U.S. government veto power over key business decisions [4][5] - The "golden share" mechanism allows foreign governments to retain strategic control over sensitive entities by holding a small percentage of equity while gaining disproportionate influence over operational decisions [5][6] - This trend is evident in various jurisdictions, where governments are increasingly using "golden shares" to secure control over critical decisions, reflecting a shift towards broader industrial policy goals beyond traditional national security [6][7] Group 4: Strategic Considerations for Foreign Investment - Companies planning investments in sensitive sectors must assess the importance of the industry to national interests and its alignment with the host country's industrial agenda [7] - Early planning to identify potential risks is becoming increasingly critical for foreign investors, as compliance with national priorities can facilitate smoother regulatory approvals [7]