Government to Retain Veto Power in US Steel Deal With Japan's Nippon Steel

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US Steel Shares Drop as Trump Announces Nippon Steel Investment
Signage of Nippon Steel Corp. is displayed outside the company's headquarters on January 07, 2025 in Tokyo, Japan. Tomohiro Ohsumi/Getty Images/Getty Images

The US government will keep veto power over key decisions at US Steel if the company is sold to Japan's Nippon Steel.

This is part of a deal being worked out under a national security agreement (NSA), according to Republican Senator David McCormick of Pennsylvania, where US Steel is based.

"It'll be a US CEO, a US majority board, and then there will be a golden share," McCormick explained during a TV interview. "This will give the US government power to approve certain board members and ensure production levels are protected."

The "golden share" would give the US government special veto rights on some company decisions, NYPost said.

While Nippon Steel has not confirmed these plans publicly, two people familiar with the matter said the option is still being discussed. A final decision has not yet been made.

The NSA is part of a review by the Committee on Foreign Investment in the US (CFIUS), which looks at foreign investments that may affect national security. CFIUS has already reviewed this deal twice.

US Steel Board to Remain Majority American Under Deal Terms

In September 2024, Nippon Steel submitted a term sheet to CFIUS promising that most of US Steel's board would be American.

It also said three independent directors would need CFIUS approval. The term sheet also stated that US Steel could only reduce production capacity if approved by a majority of these independent directors.

US Steel has been a major part of the American steel industry for more than 120 years. According to Reuters, in December 2023, Nippon Steel announced its plan to buy the company for $14.9 billion, offering $55 per share.

On Tuesday, the stock was trading close to that, rising 2% to $53 as investors believed the deal might close soon.

Despite signs of progress, the deal has sparked political debate. Both former President Donald Trump and current President Joe Biden previously opposed it, saying US Steel should stay American-owned.

Biden even blocked the deal earlier this year, calling it a national security risk. The companies pushed back, saying the review process was unfair.

Trump has since changed his position, saying the deal could create 70,000 jobs and bring $14 billion into the US economy. Still, on Sunday he clarified that the US would maintain control if the deal goes through.

The White House has not commented on the latest reports. However, spokesperson Kush Desai said, "The President looks forward to returning to Pittsburgh on Friday to celebrate American steel and American jobs."

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