By Anne C. Lew, Esq. and Kaori Kasai, CPA
*While the published article in Nikkei Risk Insight is a short-form version and in Japanese only, this article is the original English article.
Introduction
The US has historically welcomed foreign investment and continues to do so, even as there have been ongoing changes in how foreign mergers and acquisitions of US businesses will be reviewed. Notably, Japan has been one of the top countries investing into the US, with a position of $754.1 billion at the end of 2024.[1] Japanese individuals and companies contemplating investments in the US should consider (i) the Trump Administration’s developing policies shaping the legal, political, and business climate in the United States, and (ii) the underlying practical considerations that apply to Japanese investors in the US.
Recent Policy Developments and the U.S.–Japan Investment Climate
In the US, the legal, political, and business climate shifted after the new administration began implementing its agenda. The Trump Administration had a particularly eventful start in 2025 regarding foreign direct investments in the US, and outlined its agenda and directives in policy memoranda, including the “America First Trade Policy” memorandum issued on January 20, 2025, and the “America First Investment Policy” issued on February 21, 2025.
CFIUS Review and National Security Considerations
As an overall matter, certain foreign investments in the US are subject to review by a federal interagency committee, the US Committee on Foreign Investment in the United States (“CFIUS”), to evaluate potential national security risks. CFIUS may review transactions that (a) result in a foreign person controlling a US business; (b) are non-controlling transactions that result in a foreign person investing in a US business that is involved in critical technology, critical infrastructure, or sensitive personal data, and provided that the foreign person acquires one or more specified rights; and (c) real estate transactions that result in a foreign person purchasing or leasing real estate located within or functioning as part of certain airports, maritime ports, or within a certain distance of military installations or other government facilities that are sensitive for purposes of national security. CFIUS may ultimately approve an investment transaction, which could be subject to a mitigation agreement imposing specific conditions to address potential national security risks, or recommend that the investment transaction be blocked or unwound.
Administration Policy Objectives for Foreign Investment
The Trump Administration has indicated the following policy objectives for foreign direct investment into the US.
- Encouragement and facilitation of foreign investment from specified allies and partners into US advanced technology and other important areas, particularly to help ensure that artificial intelligence and other emerging technologies are developed in the US. These US allies and partners will be eligible for an expedited fast-track process, conditioned upon avoiding partnering with foreign adversaries of the US[2].
 - Restriction of foreign investment by foreign adversaries in US technology, critical infrastructure, healthcare, agriculture, energy, raw materials, and other strategic sectors.
 - Expansion of CFIUS jurisdiction to restrict PRC-affiliated persons from investing in or accessing US talent and operations in sensitive sectors, particularly artificial intelligence.
 - Streamlining mitigation agreements to provide parties with concrete actions to be completed within a specific timeframe.
 - Continuing to welcome passive investment from foreign persons. Passive investments include non-controlling stakes and share ownership with no voting, board, or governance rights, and do not provide for managerial influence, decision-making, or non-public access to technologies, products, or services.
 
Case Study: Nippon Steel and U.S. Steel Transaction
In addition to the foreign investment policy objectives noted above, the Trump Administration has also signaled openness to Japan related transactions through its action to reopen and reverse a specific transaction concerning Nippon Steel Corporation. Specifically, Nippon Steel North America, Inc. planned to fully acquire United States Steel Corporation (“US Steel”); however, the transaction was previously blocked by the Biden Administration on January 3, 2025, following a split recommendation from CFIUS. The Trump Administration subsequently directed CFIUS to conduct a new review of the transaction and to advise whether national security risks could be sufficiently mitigated. Following this atypical second round of CFIUS review, the Trump Administration issued an Executive Order on June 13, 2025, to allow Nippon Steel Corporation and Nippon Steel North America, Inc. to acquire US Steel, subject to a national security agreement.[3]
The 2025 U.S.–Japan Framework Agreement
Pursuant to the Executive Order issued on September 4, 2025—“Implementing the United States–Japan Agreement”—and the accompanying White House Fact Sheet released on September 5, 2025, the Administration and the Government of Japan have adopted a sweeping bilateral framework under which Japan will channel approximately US $550 billion in fresh capital over the next decade into designated U.S. strategic sectors. The Agreement targets advanced manufacturing, artificial intelligence, quantum computing, next-generation telecommunications, semiconductors, critical minerals, clean energy, aerospace and defense production, resilient port and rail infrastructure, and high-value agriculture. In return, the United States will extend fast-track CFIUS review, coordinated export-control licensing, and selective tariff relief for qualifying Japanese investments, subject to strict prohibitions on participation by entities linked to foreign adversaries and to enhanced cybersecurity, supply-chain, and labor-transparency commitments. The agreement also establishes a baseline 15% tariff on most Japanese imports, with exceptions for aerospace products, generic pharmaceuticals, and certain natural resources not available in the U.S. There are also sector-specific tariff adjustments for automobiles, copper, aluminum, and steel. The Executive Order further directs the Secretaries of Treasury, Commerce, Defense, and Homeland Security to promulgate implementing regulations within 120 days and to submit annual progress reports, making the framework a central pillar of the two nations’ economic and national-security cooperation.[4]
Practical Considerations for Japanese Investors
Although these recent developments have been high profile and have captured headlines, it may be an opportune time to revisit the practical considerations that would apply to Japanese investors in the US. These considerations include regulatory compliance, income tax reporting, estate and inheritance tax planning, and the availability of income tax treaties to prevent double taxation.
Thus, Japanese investors contemplating investing in the US may wish to consider the following factors:
Investment Structure
- It is common and advisable for investors to consult international tax and legal professionals in Japan and the US regarding the structure of the investment, which typically includes the following factors:
- Type of investor. A Japanese individual or entity may directly invest in a US business or real estate, or the investment may be through a wholly owned US subsidiary. Notably, Japanese tax law does not allow profit-and-loss aggregation with US subsidiaries, so investors should carefully choose the investment vehicle.
 - Type of the investment target. The US investment target may be a US corporation, limited liability company, real estate, or other opportunity. Due diligence is vital in evaluating the target.
 - Form of the investment. The investment may take the form of a company merger, stock purchase, convertible note, loan, real estate purchase, or other structure. Sound legal documentation is directly linked to the success of the transaction.
 
 
Legal and Regulatory Compliance
- Legal and regulatory compliance will depend on specific factors such as the amount of the investment, the industry and/or location, the degree of control of the foreign investor, the nationality and affiliations of the foreign investor, and the operations of the investment target. For example:
- The current Administration incentivizes Japanese investments in designated strategic sectors, with potential preference for sectors such as aerospace and defense production, high-value agriculture, clean energy, and critical minerals.
 - CFIUS review is more likely to be required for proposed investments in artificial intelligence or other critical or sensitive industries, and will likely be subject to heightened scrutiny if investors have partnerships with the PRC.
 - Disclosure with the Bureau of Economic Analysis (“BEA”), Internal Revenue Service (“IRS”), and Securities and Exchange Commission (“SEC”) of foreign shareholders may be required at certain ownership percentage thresholds.
 - If the investment target is an operating US business, it would be necessary to comply with all standard requirements as to business registrations, income tax reporting, transfer pricing and reporting, employment laws, immigration, and related matters.
 - The US-Japan Digital Trade Agreement prohibits data localization requirements and supports cross-border data flows, which benefits Japanese investors in technology, finance, and other data-driven sectors.
 
 
Income Tax Withholding
- As a general matter, non-US persons are typically subject to income tax withholding on US-source income.
- The withholding rate is usually a fixed percentage; Japanese investors may be eligible for a lower withholding rate under the US-Japan Income Tax Treaty.
 - Certain categories of payments to non-US persons are excluded from income tax and withholding such as portfolio interest and capital gains.
 
 
Estate and Inheritance Tax Planning
- If Japanese individuals are directly investing in the US, be aware that certain categories of US investments are likely to be treated as part of a foreign national’s US estate and may be subject to the US estate tax such as US real estate, tangible property in the US, stock in a US company.
- The US-Japan Estate, Inheritance, and Gift Tax Treaty may apply to prevent the double taxation that would otherwise occur since the US taxes a decedent’s estate and Japan taxes the decedent’s beneficiaries.
 
 
Ongoing Policy Developments and Final Recommendations
The US investment landscape continues to evolve rapidly, and more policy details and direction are anticipated as CFIUS and other governmental agencies implement the Trump Administration’s policy objectives. Japanese investments in certain areas such as technology, defense, and infrastructure may face heightened review by CFIUS. In addition, Japanese investments may be affected by ongoing developments in the implementation and enforcement of reciprocal tariffs.
If you are considering investing in the US, we strongly recommend engaging experienced cross-border legal and tax counsel early in the process, monitoring regulatory updates related to the U.S.–Japan agreement, and aligning your investment strategy with sectors prioritized by the U.S. government.
[1] See U.S. Bureau of Economic Analysis, “Direct Investment by Country and Industry, 2024,” https://www.bea.gov/news/2025/direct-investment-country-and-industry-2024
[2] Foreign adversaries are defined to include the People’s Republic of China, Hong Kong, Macau, Cuba, Iran, North Korea, Russia, and the regime of Venezuelan politician Nicolás Maduro.
[3] See Executive Order, “Regarding the Proposed Acquisition of the United States Steel Corporation by Nippon Steel Corporation,” https://www.whitehouse.gov/presidential-actions/2025/06/regarding-the-proposed-acquisition-of-the-united-states-steel-corporation-by-nippon-steel-corporation/
[4] See Executive Order: Implementing the United States–Japan Agreement (https://www.whitehouse.gov/presidential-actions/2025/09/implementing-the-united-states-japan-agreement/) and White House Fact Sheet (https://www.whitehouse.gov/fact-sheets/2025/09/fact-sheet-president-donald-j-trump-implements-a-historic-u-s-japan-framework-agreement/)]
				

