Soo-Mi Rhee Discusses National Security Implications of Nippon Steel’s U.S. Steel Acquisition with YTN
Arnold & Porter partner Soo-Mi Rhee recently appeared in a documentary produced by YTN, a national broadcaster in the Republic of Korea, to discuss increased national security scrutiny of foreign investment in U.S. companies. The documentary examined Nippon Steel Corporation’s acquisition of U.S. Steel as an example of how governments assess the national security implications of foreign acquisitions.
“From this transaction and the decision that was rendered by the U.S. government, it is apparent that the steel industry was deemed to be a foundational industry,” Soo-Mi said. “Not just for defense, but for other core industrial bases of the United States, like infrastructure and the auto industry.”
Soo-Mi explained that because of this designation, the acquisition included a “golden share” arrangement granting the U.S. government the right to appoint an independent director to U.S. Steel’s board and consent rights over key governance matters, including decisions involving plant closures, labor, and sourcing outside the United States.
She remarked that these requirements were designed to protect American interests, while also creating a framework for oversight and enforcement.
“CFIUS, led by the Department of the Treasury and its associated agencies, monitors and enforces the mitigation agreements,” she said. “Noncompliance with CFIUS mitigation measures carries very serious consequences and penalties, even up to the transaction value.”
