S-2098-115
Placed on Senate Legislative Calendar under General Orders. Calendar No. 426.
Sponsored by John Cornyn (R-TX)
What it does
This bill would expand the types of foreign investment deals that the Committee on Foreign Investment in the United States (CFIUS) can review for national security risks. It would add new categories of "covered transactions," including real estate purchases near military bases, investments in critical technology or infrastructure companies, transfers of intellectual property to foreign persons, and deals structured to avoid CFIUS oversight. It would also update CFIUS's review timelines, staffing authority, and funding.
Who benefits
U.S. military and intelligence agencies, which would gain broader protection of sensitive facilities and surrounding areas. U.S. critical technology and infrastructure companies that could receive greater government scrutiny of foreign takeover attempts. Domestic competitors of foreign-owned firms, who may face less foreign competition in sensitive sectors. U.S. workers and communities whose employers operate in sectors deemed critical to national security.
Who is hurt
Foreign investors and multinational companies seeking to acquire or invest in U.S. businesses, who would face a broader and potentially slower review process. U.S. businesses seeking foreign capital, particularly startups and technology companies that rely on foreign venture funding, which may find fewer willing investors. Real estate developers and sellers near military installations, whose transactions would be subject to new federal scrutiny. Legal and compliance professionals may see increased costs passed on to clients navigating the expanded review process.
Supporters argue
Supporters argue that the existing CFIUS framework was designed decades ago and has not kept pace with modern methods foreign adversaries use to gain access to sensitive U.S. technology, infrastructure, and strategic locations. They contend that foreign state-backed entities have exploited gaps in the law — such as minority investments that fall short of "control" — to acquire intellectual property and proximity to military sites without triggering review. Expanding CFIUS jurisdiction, they argue, closes these loopholes and gives the U.S. government the tools it needs to protect national security without broadly restricting legitimate foreign investment. They also point to documented cases of foreign acquisitions of companies near military bases and in semiconductor and telecommunications sectors as evidence that the threat is real and the current law is inadequate.
Opponents argue
Opponents argue that expanding CFIUS jurisdiction would create significant uncertainty for foreign investors and U.S. companies seeking capital, potentially reducing the flow of foreign investment that funds American innovation and job creation. They contend that the new categories — particularly minority investments in critical technology companies and real estate near government facilities — are broadly defined and could sweep in routine commercial transactions that pose no genuine security risk. Critics also argue that a more powerful CFIUS could be used to block foreign competition for economic protectionist reasons under the guise of national security, distorting markets and inviting retaliation against U.S. companies operating abroad. They further warn that increased review timelines and expanded mandatory reviews would create bureaucratic delays that disadvantage U.S. businesses competing for time-sensitive deals in global markets.
Constitutional context
The bill operates under Congress's authority to regulate foreign commerce (Article I, Section 8) and the President's foreign affairs and Commander-in-Chief powers (Article II). CFIUS itself is an executive branch body, so expanding its authority implicates the separation of powers between Congress and the executive. Relevant cases include Zivotofsky v. Kerry (2015), which addressed the boundaries of executive versus legislative authority in foreign affairs, and Trump v. Hawaii (2018), which affirmed broad executive discretion in national security-related decisions. The bill's delegation of broad review and blocking authority to the executive branch also raises questions about the scope of permissible congressional delegation under the non-delegation doctrine.
Checks and balances
The bill would expand executive branch authority by giving CFIUS — an executive body chaired by the Treasury Secretary — broader jurisdiction, new unilateral action powers, and the ability to mandate reviews without congressional approval on a case-by-case basis. Congress retains oversight through funding appropriations and the statutory framework that defines CFIUS's mandate, but the day-to-day exercise of expanded review and blocking authority would rest with the executive branch.
Historical precedent
The original Exon-Florio Amendment (1988) first gave the executive branch authority to block foreign acquisitions on national security grounds, later codified and expanded by the Foreign Investment and National Security Act of 2007 (FINSA), which created the modern CFIUS statutory framework this bill further amends.