Companies signal court fight ahead after Biden blocks U.S. Steel sale

President Joe Biden’s decision to block Tokyo-based Nippon Steel’s proposed purchase of U.S. Steel was a political act made in “clear violation of due process and the law,” the two companies said Friday, signaling that a courtroom fight is imminent.

The government’s review of the deal “was deeply corrupted by politics and the outcome was predetermined, without an investigation on the merits, but to satisfy the political objectives of the Biden White House,” the two companies said in a joint statement.

The companies said they were “left with no choice but to take all appropriate action to protect our legal rights,” reiterating earlier warnings that they would go to court to challenge a presidential rejection.

Biden’s rejection of the deal came in a presidential order posted on the White House website, declaring Nippon Steel’s $14.9 billion bid for the U.S. steelmaker “prohibited.”

The president’s action comes after a Dec. 23 report by the interagency committee responsible for reviewing foreign investments in the United States for potential national security concerns. The Committee on Foreign Investment in the United States, or CFIUS, said it was unable to reach a consensus on the risks of the Nippon Steel deal, leaving the final verdict with the White House.

In its final evaluation of the transaction, the committee warned that after buying U.S. Steel, Nippon Steel could reduce domestic steel output and pose “risks to the national security of the United States.” Among the industries hardest hit in that case would be the transportation and energy sectors, said the panel, chaired by Treasury Secretary Janet L. Yellen.

“Potential reduced output by U.S. Steel could lead to supply shortages and delays that could affect industries critical to national security,” the panel concluded.

CFIUS also said Nippon Steel’s global operations meant that it might not support future U.S. government trade actions against low-cost steel imports, leaving “the U.S. economy more exposed to dumping and unfair subsidization of steel.” The company instead could prioritize production in countries such as Brazil, Mexico and India.

U.S. Steel has major operations in Indiana employing about 4,000 people. The company founded the city of Gary in Indiana in 1906 with its Gary Works operation that at one time employed some 30,000 people. The steelmaker also operates the Midwest Plant in Portage.

Nippon has several subsidiaries in Indiana, including Nippon Steel Pipe America in Seymour, Suzuki Garphyttan Corp. in South Bend, and Nippon Steel & Sumikin in Shelbyville.

The committee said officials were not convinced that Nippon Steel could mitigate those risks with its proposal to fill key U.S. Steel management jobs and a majority of the board of directors with U.S. citizens.

On Monday, Nippon Steel made a desperate bid to overcome Biden’s opposition, offering the government an effective veto over any reduction in U.S. Steel’s “production capacity.”

Yet even that gambit fell short.

The year-long controversy over the fate of the nation’s third-ranked steelmaker blended election-year politics, nostalgia for a vanished era of American industrial supremacy and contemporary concerns about global competition with China.

Biden had planned in September to block the deal. But after Democratic officials in Pennsylvania raised alarms about potential economic and political costs in that critical swing state, he agreed to postpone the decision until the presidential election was finished.

Biden’s stance revealed contradictions within his international economic policies. The president says he values U.S. alliances and welcomes foreign investment. But the tariff barriers he maintained against foreign steel effectively encourage foreign producers like Nippon Steel to make the type of investments in the United States that he is set to ban.

The companies have complained about a lack of due process throughout the review. The president in March appeared to prejudge the CFIUS outcome, saying publicly that it was “vital” U.S. Steel remained American-owned.

President-elect Donald Trump also opposed the transaction and said he would rescue U.S. Steel with a mix of tariffs and tax incentives.

Within the government, the Office of the U.S. Trade Representative was the leading opponent of the deal.

Biden’s decision capped a furious final burst of bargaining that saw Takahiro Mori, Nippon Steel’s vice chairman, make multiple visits to Washington, D.C., and Pittsburgh in hopes of securing support for the takeover.

The collapse of Nippon Steel’s proposed $14.9 billion acquisition represents a victory for United Steelworkers union president David McCall. A fourth-generation steelworker who rose to lead the union following the 2023 death of his predecessor, McCall objected to the deal from the moment it was announced in December 2023.

At the time, Nippon Steel said it wanted to buy U.S. Steel to benefit from the industrial revival spurred by Biden’s economic policies. The president’s signature legislative achievements—the 2021 bipartisan infrastructure law, semiconductor industry subsidies and the 2022 Inflation Reduction Act’s clean-energy projects—were driving steel demand higher. And U.S. tariffs made it more profitable to produce industrial metals here rather than import them from Japan.

But McCall complained that the union had not been consulted before the deal was announced, and he questioned Nippon Steel’s promises to invest $2.7 billion in U.S. Steel’s traditional steelmaking facilities.

Nippon Steel promised no layoffs or plant closures during the term of the current union contract, which expires in September 2026. But McCall accused the Japanese company of planning to shift jobs from U.S. Steel’s unionized blast furnaces in Pennsylvania and Indiana to nonunion facilities in Arkansas, which Nippon Steel denies.

McCall also noted that the Commerce Department had repeatedly levied steep anti-dumping and anti-subsidy tariffs on Nippon Steel products after finding that the company had improperly sold low-priced foreign steel in the U.S. market.

McCall’s opposition carried obvious political overtones in an election year. The steelworkers union had endorsed Biden in 2020 and claimed more than 1 million members, including tens of thousands in swing states such as Pennsylvania, Michigan and Wisconsin. Biden took his cue from McCall, repeatedly promising the steelworkers that he would “have their backs.” The union endorsed Biden again this year and later backed Vice President Kamala Harris when she replaced him at the top of the Democratic ticket.

But in siding with the union leadership, Biden complicated relations with Japan, a staunch ally that the United States is bound by treaty to defend in combat. Even as the administration eyed potential national security risks from the tie-up with a Japanese company, independent analysts were dismissive.

In April, Japanese Prime Minister Shigeru Ishiba urged approval of the deal, arguing that it would increase steel production capacity and employment.

Last month, Takehiko Matsuo, vice minister for international affairs with Japan’s Ministry of Economy, Trade and Industry, wrote administration officials noting that Japan is the largest investor in the United States. Matsuo repeated Ishiba’s pleas while adding a warning.

“If, on the other hand, the U.S. government decide to block this deal, it will send a stark message that investment from Japan, regardless of lack of security concerns, is not welcome in the U.S.,” he wrote.

Concerns about political pressures affecting the CFIUS process were shared by business groups such as the Global Business Alliance, which represents foreign-based multinationals with U.S. operations, and the U.S. Chamber of Commerce.

Prominent lawmakers from both parties, including Sen. John Fetterman (D-Pennsylvania) and Sen. JD Vance (R-Ohio), now the vice president-elect, also called for the deal to be blocked.

U.S. Steel’s next step is not clear. The Pittsburgh-based steelmaker could resume its search for a buyer. Previous bidders include Cleveland Cliffs, the second-largest domestic steel producer, which offered $7.3 billion to acquire the company in 2023.

U.S. Steel also could opt to proceed as a stand-alone company. But CEO David Burritt already has warned that it lacks the financial resources needed to reinvigorate some of its aging blast furnaces in Pennsylvania’s Mon Valley and in Gary, Indiana.

CFIUS acknowledged the company’s continued struggles, saying it “has a history of inadequate attempts to improve its competitiveness with frequently changing operational priorities.”

Many of those who objected to U.S. Steel’s sale cited its storied history. The company was formed in 1901 by business legends including Andrew Carnegie and J.P. Morgan. It was the nation’s first billion-dollar corporation, and its output shaped landmarks like the Empire State Building, the Superdome in New Orleans and San Francisco’s Bay Bridge.

During World War II, U.S. Steel’s mills forged many of the tanks, ships and aircraft that defeated the Nazis.

The steelmaker’s glory days, however, were long gone by the time Nippon Steel came calling. U.S. Steel employed 21,803 workers at the end of last year, fewer than half as many as 20 years ago.

Its 2023 sales of $18 billion fell 14 percent from the previous year. Profits of $895 million were down by almost two-thirds over the same period, according to securities filings.

The company’s annual output ranks 27th in the world, according to the World Steel Association. Nippon Steel’s ranks fourth.