President Trump is invoking new tools to bolster American economic and national security.1 His recent approval of Nippon Steel Corporation’s (Nippon Steel) acquisition of the United States Steel Corporation (U.S. Steel) provides a paradigmatic example of this policy shift in practice.2 As a condition of that approval, President Trump obtained the U.S. government’s first-ever golden share3 — a special corporate security that grants the government the right to decide certain aspects of U.S. Steel’s operations.4 Despite its novelty, this golden share — which lets the federal government veto, among other things, the closure of U.S. Steel plants5 — stands on solid legal ground and asserts a welcome new tool for advancing American economic and national security.
In December 2023, Japan’s Nippon Steel announced its intent to acquire U.S. Steel.6 At fifty-five dollars per share, Nippon Steel’s offer represented a forty-percent premium above U.S. Steel’s going market price7 and a nearly sixty-percent premium above an earlier offer from one of U.S. Steel’s American competitors.8 In April 2024, a supermajority of U.S. Steel voting shares approved the acquisition pending regulatory approval.9
The acquisition faced intense political headwinds. The United Steelworkers union opposed the acquisition, citing its desire to keep U.S. Steel “domestically owned and operated.”10 Then-President Biden, Vice President Harris, and candidate Trump joined in objecting to the deal, with each determined to block it.11 Nevertheless, U.S. Steel insisted the acquisition posed no threat to national security — as President Biden claimed — and was essential to maintain its operations.12
The deal also faced formal investigation. Section 721 of the Defense Production Act of 195013 (Section 721) authorizes the Committee on Foreign Investment in the United States (CFIUS) to review foreign acquisitions of U.S. businesses to determine whether they pose a threat to national security.14 When an acquisition threatens national security, CFIUS may impose conditions to mitigate that threat.15 CFIUS reviewed Nippon Steel’s proposed acquisition of U.S. Steel and determined it did threaten national security.16 But the Committee was divided on the appropriate mitigation measure.17 As a result, it chose to refer the matter to President Biden for action.18 President Biden proceeded to block the acquisition, but included an express reservation permitting his successors to revisit his decision.19
Shortly thereafter, U.S. Steel and Nippon Steel sought to resurrect the deal. The companies challenged President Biden’s decision in federal court;20 Japan’s Prime Minister publicly lobbied President Trump;21 and, behind closed doors, congressional Republicans did the same.22 The campaign succeeded in April 2025 when President Trump ordered CFIUS to conduct a de novo review of the acquisition,23 reopening the door for regulatory approval.
In June 2025, the parties reached a deal with the federal government to enable the acquisition’s regulatory approval.24 Despite his initial opposition, President Trump announced that the deal would proceed subject to the terms of a CFIUS national security agreement.25 To address the Trump Administration’s national security concerns, the agreement provides that Nippon Steel will invest $11 billion in U.S. Steel’s operations and not interfere with U.S. Steel’s trade actions.26 It also provides that U.S. Steel will remain incorporated in the United States, maintain its domestic steel production capacity, and place U.S. citizens on its board of directors and in key management roles.27
The national security agreement also grants the federal government a “noneconomic” golden share in U.S. Steel.28 This golden share gives the government the rights to: (1) appoint one independent director to U.S. Steel’s board of directors and (2) veto certain U.S. Steel business decisions.29 Most notably, the federal government can veto reductions to Nippon Steel’s $11 billion investment in U.S. Steel’s operations, the relocation of U.S. Steel’s headquarters, transfers of U.S. Steel jobs to other countries, acquisitions of other competing businesses, and the “closure or idling” of already-existing U.S. Steel facilities and trade.30 This golden share exists in perpetuity,31 and these rights are enforceable.32
Within months of the acquisition’s regulatory approval, the Trump Administration exercised its new golden share rights. Despite claiming that the acquisition was necessary to keep its plants open,33 U.S. Steel announced in September 2025 it would close its Granite City, Illinois, steelworks — eight hundred employees would soon be out of work.34 But the Trump Administration intervened, exercising its right to veto such plant closures.35 As of publication, U.S. Steel has abided by this veto.36
The U.S. Steel golden share stands on solid legal ground and asserts a welcome new tool for advancing American economic and national security. There are multiple vectors for challenging Section 721 actions like the golden share. But both the text of Section 721 and the D.C. Circuit’s opinion in Ralls Corp. v. CFIUS37 — the only binding decision addressing the legal boundaries of Section 72138 — suggest such challenges would likely fail. And this may well be for the best — golden shares offer unique benefits that other government tools do not.
Generally, executive branch interventions under Section 721 — like the U.S. Steel golden share — are well insulated from judicial review. Section 721 requires that the executive branch first determine that an acquisition “threatens to impair the national security of the United States” before the government can intervene.39 But this is a low bar — the President can shape what counts as a threat to national security,40 and Section 721 expressly makes his finding of a threat judicially unreviewable.41 The Ralls court implicitly affirmed this understanding in dicta, characterizing these findings as political questions “for which the Judiciary has neither aptitude, facilities nor responsibility.”42 Thus, under Section 721, the executive branch appears free to intervene without meaningful second-guessing from courts.43
Section 721 does not, however, preclude judicial review of the terms of CFIUS national security agreements44 — though it leaves little room for challenging them. The executive branch may “negotiate, enter into or impose, and enforce any agreement or condition.”45 Still, the agreement must also “resolve[] the national security concerns posed by the [acquisition].”46 But, given that the executive branch gets to define the national security concern courts would use to evaluate the validity of any CFIUS agreement,47 this requirement poses little obstacle. And because the executive branch’s CFIUS authority comes from an explicit statutory delegation, its “authority [to impose any remedy] is at its maximum.”48
CFIUS national security agreements can still be challenged on constitutional grounds. In Ralls, the court found no “clear and convincing” evidence that Congress intended to preclude constitutional challenges to CFIUS actions.49 Accordingly, the terms of CFIUS agreements may be struck down if they violate a constitutional right.50 However, the terms of the U.S. Steel golden share do not appear to implicate either of the two most proximate constitutional issues: unconstitutional conditions and procedural due process.51
First, in the case of the U.S. Steel golden share, its terms do not appear to impose any conditions that violate U.S. Steel’s constitutional rights.52 The Court has long acknowledged that various constitutional rights extend to corporations.53 But none of the terms of the U.S. Steel golden share appear to implicate any substantive constitutional right that the Court has extended to corporations.54 Accordingly, while an unconstitutional condition could make a golden share vulnerable to challenge, the U.S. Steel golden share appears free from this concern.
Second, the process by which the Trump Administration acquired the golden share appears to have complied with procedural due process. In Ralls, the court held that due process requires “at the least, that an affected party be informed of the official action, be given access to the unclassified evidence on which the official actor relied and be afforded an opportunity to rebut that evidence.”55 CFIUS proceedings are largely confidential,56 but nothing suggests procedural due process was not satisfied here.57 And, even if it were not satisfied, Ralls suggests such deficiencies can be cured through further proceedings.58 In summary, despite there being multiple vectors for challenging it, this golden share appears to stand on solid legal ground.
Separately, this episode has prompted criticism of golden shares on policy grounds. Commentators have claimed the U.S. Steel golden share represents a worrying exercise of government power.59 But these critiques are misplaced. Golden shares follow from the government’s long-accepted history of market intervention,60 particularly in the realm of national security.61 Like other CFIUS national security agreements, they can be obtained only with the consent of the regulated business.62 And many of the same terms imposed by the U.S. Steel golden share have also been terms of other CFIUS agreements over the years.63 In other words, the terms of the U.S. Steel golden share are not that different from past accepted CFIUS practices.
Golden shares do, however, offer distinct benefits that traditional CFIUS agreements do not. First, they establish something akin to a principal-agent relationship between the government and the regulated business.64 This helps mitigate the problem that arises when the government and a company have different priorities. Normally, the government interfaces with private enterprise as a customer or third-party regulator, but a golden share places certain obligations on the corporation to act loyally in the interest of the government-as-stockholder. By exercising its veto, the government requires that a business put the national interest before its own. Second, golden shares preserve optionality.65 Traditional CFIUS agreements typically impose bright-line restrictions on what a company can and cannot do.66 In contrast, golden shares create an ongoing dialogue between the federal government and the regulated business, providing a chance for the regulated business to convince the federal government not to exercise its veto prerogative on a particular action. In short, golden shares offer regulated parties more flexibility in exchange for greater interdependence, enabling greater responsiveness to ever-evolving national security and market realities than traditional CFIUS agreements may otherwise allow.
Even so, golden shares may only rarely be the right solution. Greater flexibility may not be appropriate for those acquisitions that pose the most significant risks to national security.67 If an acquisition poses too much risk, ongoing government involvement in corporate governance may not cure the national security defects. And if an acquisition poses little risk, the possibility of ongoing government involvement may deter the acquisition altogether.68 Golden shares, then, fit somewhere in the middle. But safeguarding national security is complicated, and hard-and-fast rules regarding when to obtain new golden shares may risk being both over- and underinclusive. Until Congress puts more guardrails on the CFIUS process, the decision to acquire new golden shares will remain a case-by-case analysis in the executive branch’s discretion.
The world and the threats within it are changing. Against this backdrop, the United States’s tools for safeguarding its national security must change too. The U.S. Steel golden share stands on solid legal ground and asserts a welcome new tool capable of meeting this moment. The golden share ably expands the United States’s toolkit for protecting American economic and national security interests. And, perhaps most importantly, it stands for the important, apolitical proposition that the United States need not rely on tools of the past when confronting the economic and national security threats of the future.