Biden Opposed U.S. Steel Sale Before Nippon Deal Closed
Then-President Joe Biden publicly opposed Nippon Steel's proposed acquisition of U.S. Steel in March 2024 and formally blocked the transaction in January 2025. The deal was later reconsidered under President Donald Trump, approved subject to a national-security agreement and completed on June 18, 2025.
- March 2024: President Joe Biden publicly opposed Nippon Steel's proposed acquisition of U.S. Steel.
- Deal value: The original agreement valued U.S. Steel equity at approximately $14.1 billion, with enterprise value of about $14.9 billion including assumed debt.
- January 2025: Biden formally prohibited the transaction following the CFIUS process.
- June 2025: President Trump permitted the transaction subject to a national-security agreement with the U.S. government.
- Final outcome: Nippon Steel completed the acquisition on June 18, 2025, acquiring 100% of U.S. Steel's voting equity.
The U.S. Steel transaction became a test of how foreign ownership, domestic steelmaking capacity, labor commitments and national security can intersect in U.S. industrial policy. The final structure is particularly significant: Nippon Steel ultimately acquired U.S. Steel, but the transaction closed under a national-security agreement that gives the U.S. government continuing rights through a non-economic “Golden Share.” The final outcome was therefore neither an unrestricted acquisition nor the permanent prohibition contemplated under Biden's January 2025 order.
Biden Opposed Nippon Steel Deal in March 2024
WASHINGTON, March 14, 2024 (AP): Then-President Joe Biden publicly opposed Nippon Steel's planned acquisition of U.S. Steel, arguing that the Pittsburgh-based steelmaker should remain domestically owned and operated.
Biden said the United States needed to maintain strong domestic steel companies supported by American steelworkers.
“It is vital for it to remain an American steel company that is domestically owned and operated.”
At that point, Biden's statement represented political opposition to the transaction rather than a formal presidential prohibition.
The proposed acquisition was under review by the Committee on Foreign Investment in the United States, or CFIUS, which examines certain foreign investments for potential national-security risks.
Original Deal Valued U.S. Steel at $14.9 Billion Including Debt
Nippon Steel and U.S. Steel announced their definitive merger agreement on December 18, 2023.
Nippon Steel agreed to pay $55 per U.S. Steel share in cash, representing approximately $14.1 billion in equity value.
Including the assumption of debt, the companies placed the transaction's total enterprise value at approximately $14.9 billion.
| Announcement | Dec. 18, 2023 |
| Cash consideration | $55/share |
| Equity value | Approx. $14.1 billion |
| Enterprise value incl. debt | Approx. $14.9 billion |
Nippon Steel said at the time that it intended to honor U.S. Steel's existing labor agreements, retain the U.S. Steel name and maintain the company's headquarters in Pittsburgh.
The Japanese steelmaker argued that combining the companies would strengthen U.S. steelmaking through additional capital and technology.
United Steelworkers Raised Labor Concerns
The United Steelworkers opposed the acquisition and raised questions over whether Nippon Steel would honor existing labor agreements and provide sufficient transparency around its financial commitments.
The union said after meeting Nippon Steel representatives that significant barriers remained to completing the merger.
Biden had close political ties with organized labor and had received the endorsement of the AFL-CIO and other unions during the 2024 election campaign.
The original debate therefore combined industrial-policy questions with labor and electoral politics, particularly in Pennsylvania and Michigan.
Business Groups Warned Against Blocking the Deal
Opposition to the transaction was not universal.
The U.S. Chamber of Commerce argued that blocking the acquisition could discourage foreign investment into the United States, invite restrictions on U.S. companies investing overseas and strain economic relations with Japan.
Former U.S. Treasury Secretary Larry Summers and former Pennsylvania Senator Pat Toomey were among public figures whose supportive statements were promoted by Nippon Steel during the debate.
John Murphy, who led international policy work for the Chamber, argued that the CFIUS process should be allowed to run without political interference.
CFIUS Review Continued Through 2024
Nippon Steel and U.S. Steel filed their voluntary CFIUS notice on March 14, 2024, the same day Biden publicly voiced his opposition.
CFIUS subsequently conducted a review and investigation before referring the transaction to the president on December 23, 2024.
During the March 2024 debate, the White House stressed that the U.S.-Japan alliance remained strong despite disagreement over the steel transaction.
Japan remained one of Washington's closest strategic allies and an important partner in U.S. policy toward the Indo-Pacific and China.
Biden Formally Blocked Acquisition in January 2025
The situation changed materially on January 3, 2025.
Biden issued a presidential order formally prohibiting Nippon Steel's proposed acquisition of U.S. Steel after the CFIUS process concluded.
The order was based on presidential authority under Section 721 of the Defense Production Act to restrict covered transactions considered a threat to U.S. national security.
That action went considerably further than Biden's March 2024 political statement: it represented a formal legal prohibition on the transaction.
Trump Administration Reopened the Review
Donald Trump had also said during the 2024 campaign that he would block Nippon Steel's purchase of U.S. Steel.
After returning to office, however, his administration reconsidered the transaction.
On April 7, 2025, Trump directed CFIUS to conduct a new review of the proposed acquisition.
CFIUS delivered its recommendation on May 21.
On June 13, 2025, Trump amended Biden's earlier prohibition, allowing the acquisition to proceed if Nippon Steel and U.S. Steel entered into and complied with a national-security agreement acceptable to the U.S. government.
Nippon Steel Completed U.S. Steel Acquisition June 18
Nippon Steel and U.S. Steel completed the transaction on June 18, 2025.
Nippon Steel acquired 100% of U.S. Steel's voting equity, making the Pittsburgh-based steelmaker a consolidated subsidiary.
The final transaction paid U.S. Steel shareholders $55 per share in cash.
U.S. Steel retained its name and Pittsburgh headquarters.
| Date | Development |
|---|---|
| Dec. 18, 2023 | Nippon Steel and U.S. Steel announce definitive merger agreement |
| Mar. 14, 2024 | Biden publicly opposes acquisition; CFIUS filing submitted |
| Jan. 3, 2025 | Biden formally prohibits transaction |
| Apr. 7, 2025 | Trump orders new CFIUS review |
| June 13, 2025 | Trump permits transaction subject to national-security agreement |
| June 18, 2025 | Acquisition completed |
U.S. Government Receives a Golden Share
As part of the national-security agreement, U.S. Steel issued a non-economic Class G preferred share, commonly described as the “Golden Share,” to the U.S. government.
U.S. Steel's subsequent financial filings state that the Golden Share gives the U.S. government specified rights involving governance, domestic production and trade-related matters.
The structure allowed Nippon Steel to acquire U.S. Steel while preserving continuing U.S. government oversight over defined national-security commitments.
Labor and Related Litigation Later Ended
Following completion of the transaction, Nippon Steel, U.S. Steel and the United Steelworkers ended litigation and other disputes related to the partnership in September 2025.
Nippon Steel and U.S. Steel also ended related litigation involving Cleveland-Cliffs and its chief executive.
The parties said no financial consideration was exchanged in connection with termination of the litigation.
Original reporting: Associated Press, March 14, 2024.
Transaction and regulatory updates: The White House; Nippon Steel; U.S. Steel.
