DOJ Takes Unprecedented Motion to Implement CFIUS Divestment Order in U.S. District Court docket

by Stephenie Gosnell Handler and Chris Mullen

From left to proper: Stephenie Gosnell Handler and Chris Mullen (images courtesy of Gibson, Dunn & Crutcher LLP)

For the primary time in CFIUS historical past, DOJ has filed a federal civil grievance in search of to implement a presidential order requiring a overseas investor to divest its pursuits in a U.S. enterprise.

On February 9, 2026, the U.S. Division of Justice (DOJ) filed a grievance in federal district courtroom requesting judicial enforcement of a presidential order requiring Suirui Group Co., Ltd. and Suirui Worldwide Co., Ltd. (collectively, the Suirui Purchasers) to divest their pursuits in Jupiter Programs, LLC (Jupiter Programs).

The Suirui Purchasers’ acquisition of Jupiter Programs was accomplished in 2020, however 4 years later, the Committee on Overseas Funding in america (CFIUS or the Committee) initiated a assessment of the transaction over nationwide safety issues.  In July 2025, President Trump issued an order directing the Suirui Purchasers and their associates to divest their pursuits within the California-based producer of visualization expertise on account of important nationwide safety dangers posed by the transaction, which couldn’t be sufficiently mitigated.  Based mostly on publicly obtainable info, the perceived dangers seem to come up from Jupiter Programs’ relationships with a number of authorities company clients essential to nationwide safety, together with the Central Intelligence Company, Nationwide Safety Company, and Nationwide Aeronautics and House Administration.  The divestment order initially offered the Suirui Purchasers 120 days to divest all tangible and intangible fairness and belongings in Jupiter Programs, a deadline that was ultimately prolonged till February 3, 2026, following two extension requests from the Suirui Purchasers.  In keeping with the DOJ grievance and accompanying press launch, such pursuits haven’t but been divested, and Jupiter Programs continues to be owned by the Suirui Purchasers.

DOJ’s February 2026 grievance seeks seven counts of reduction, asking the district courtroom for the next:

1. A declaration that the Suirui Purchasers did not adjust to the divestment order and CFIUS rules;
2. An injunction towards the Suirui Purchasers from retaining any fairness or belongings in Jupiter Programs;
3. An injunction prohibiting Jupiter Programs from being owned or managed by the Suirui Purchasers;
4. An injunction prohibiting Jupiter Programs from holding any pursuits or rights within the belongings or operations of Jupiter Asia Corporations (i.e., its pre-transaction companies in Asia) that Jupiter Programs acquired or created following the July 2025 divestment order;
5. An order directing the Suirui Purchasers to divest their fairness holdings and belongings in Jupiter Programs;
6. An order transferring the fairness and belongings of Jupiter Programs held by the Suirui Purchasers to a third-party fiduciary pending completion of the divestment; and
7. An award of prices and different reduction the district courtroom finds applicable to the U.S. authorities.

This grievance represents the primary time the U.S. authorities has initiated a judicial enforcement motion towards transaction events who did not adjust to a divestment order underneath the CFIUS rules.  Courts hardly ever deal with instances involving substantive CFIUS points, and till now, the small handful of such instances have been initiated by the events to a transaction topic to CFIUS assessment.[1]

The grievance and underlying transaction supply a couple of classes for CFIUS observe:

• The present administration is keen to make the most of each device in its toolkit, even when unprecedented.  CFIUS underneath the second Trump administration has already demonstrated a readiness to make use of novel strategies in its observe, such because the inclusion of a so-called “golden share” in mitigation agreements, which we mentioned in our current Yr-Finish Replace.  It seems that judicial enforcement of CFIUS motion could also be one more new device the Committee will make the most of to handle nationwide safety issues.

• CFIUS stays targeted on China.  Regardless of the Committee’s give attention to streamlining its assessment course of and rising efficiencies for decrease danger transactions, as mentioned in our earlier shopper alert, CFIUS continues to behave to forestall perceived U.S. adversaries—notably, China—from buying pursuits in increased danger U.S. companies.  Whereas that is considerably unsurprising contemplating the present administration’s oft-repeated issues about China, as explicitly outlined in its America First Funding Coverage,[2] the usage of the courtroom system to bar perceived problematic Chinese language involvement additional emphasizes the heightened give attention to China.

• Non-notified critiques stay a key focus of the Committee, and critiques will not be topic to a statute of limitations.  As mentioned in our current Yr-Finish Replace, CFIUS has made clear in recent times that its investigative engine stays lively.  Events ought to stay conscious that the CFIUS rules don’t comprise a statute of limitations barring assessment after a sure variety of years and may fastidiously take into account the dangers of forgoing CFIUS filings, particularly for transactions involving sectors that pose a heightened nationwide safety danger or that contain buyers from increased danger jurisdictions.  As DOJ’s grievance clearly illustrates, events should still discover themselves in ongoing discussions with CFIUS years after a transaction is finalized if the Committee turns into conscious of a historic transaction and identifies nationwide safety dangers that warrant further scrutiny.

How the district courtroom responds to the grievance stays to be seen, however one factor is for sure—the U.S. authorities seems keen to hunt judicial enforcement towards events that defy its CFIUS authority.

[1] See Ralls Corp. v. Committee on Overseas Investments, et al., No. 13-5315 (D.C. Cir. 2014); TikTok Inc. v. Garland, No. 24-1113 (D.C. Cir. 2024); United States Metal Corp. et. al. v. Committee on Overseas Funding in america et. al., No. 25-1004 (D.C. Cir. 2025).

[2] The White Home, America First Funding Coverage § 2(f) (Feb. 2025), https://www.whitehouse.gov/presidential-actions/2025/02/america-first-investment-policy/ (“The US will use all essential authorized devices, together with the Committee on Overseas Funding in america (CFIUS), to limit [Chinese]-affiliated individuals from investing in United States expertise, essential infrastructure, healthcare, agriculture, power, uncooked supplies, or different strategic sectors”).

Stephenie Gosnell Handler is a Associate and Chris Mullen is an Affiliate at Gibson, Dunn & Crutcher LLP. Layla Reynolds, a current regulation graduate not but admitted to observe regulation, contributed to this text. This publish first appeared as a shopper alert for the agency.

The views, opinions and positions expressed inside all posts are these of the creator(s) alone and don’t characterize these of the Program on Company Compliance and Enforcement (PCCE) or of the New York College College of Legislation. PCCE makes no representations as to the accuracy, completeness and validity or any statements made on this web site and won’t be liable any errors, omissions or representations. The copyright of this content material belongs to the creator(s) and any legal responsibility with reference to infringement of mental property rights stays with the creator(s).

by Stephenie Gosnell Handler and Chris Mullen

From left to proper: Stephenie Gosnell Handler and Chris Mullen (images courtesy of Gibson, Dunn & Crutcher LLP)

For the primary time in CFIUS historical past, DOJ has filed a federal civil grievance in search of to implement a presidential order requiring a overseas investor to divest its pursuits in a U.S. enterprise.

On February 9, 2026, the U.S. Division of Justice (DOJ) filed a grievance in federal district courtroom requesting judicial enforcement of a presidential order requiring Suirui Group Co., Ltd. and Suirui Worldwide Co., Ltd. (collectively, the Suirui Purchasers) to divest their pursuits in Jupiter Programs, LLC (Jupiter Programs).

The Suirui Purchasers’ acquisition of Jupiter Programs was accomplished in 2020, however 4 years later, the Committee on Overseas Funding in america (CFIUS or the Committee) initiated a assessment of the transaction over nationwide safety issues.  In July 2025, President Trump issued an order directing the Suirui Purchasers and their associates to divest their pursuits within the California-based producer of visualization expertise on account of important nationwide safety dangers posed by the transaction, which couldn’t be sufficiently mitigated.  Based mostly on publicly obtainable info, the perceived dangers seem to come up from Jupiter Programs’ relationships with a number of authorities company clients essential to nationwide safety, together with the Central Intelligence Company, Nationwide Safety Company, and Nationwide Aeronautics and House Administration.  The divestment order initially offered the Suirui Purchasers 120 days to divest all tangible and intangible fairness and belongings in Jupiter Programs, a deadline that was ultimately prolonged till February 3, 2026, following two extension requests from the Suirui Purchasers.  In keeping with the DOJ grievance and accompanying press launch, such pursuits haven’t but been divested, and Jupiter Programs continues to be owned by the Suirui Purchasers.

DOJ’s February 2026 grievance seeks seven counts of reduction, asking the district courtroom for the next:

1. A declaration that the Suirui Purchasers did not adjust to the divestment order and CFIUS rules;
2. An injunction towards the Suirui Purchasers from retaining any fairness or belongings in Jupiter Programs;
3. An injunction prohibiting Jupiter Programs from being owned or managed by the Suirui Purchasers;
4. An injunction prohibiting Jupiter Programs from holding any pursuits or rights within the belongings or operations of Jupiter Asia Corporations (i.e., its pre-transaction companies in Asia) that Jupiter Programs acquired or created following the July 2025 divestment order;
5. An order directing the Suirui Purchasers to divest their fairness holdings and belongings in Jupiter Programs;
6. An order transferring the fairness and belongings of Jupiter Programs held by the Suirui Purchasers to a third-party fiduciary pending completion of the divestment; and
7. An award of prices and different reduction the district courtroom finds applicable to the U.S. authorities.

This grievance represents the primary time the U.S. authorities has initiated a judicial enforcement motion towards transaction events who did not adjust to a divestment order underneath the CFIUS rules.  Courts hardly ever deal with instances involving substantive CFIUS points, and till now, the small handful of such instances have been initiated by the events to a transaction topic to CFIUS assessment.[1]

The grievance and underlying transaction supply a couple of classes for CFIUS observe:

• The present administration is keen to make the most of each device in its toolkit, even when unprecedented.  CFIUS underneath the second Trump administration has already demonstrated a readiness to make use of novel strategies in its observe, such because the inclusion of a so-called “golden share” in mitigation agreements, which we mentioned in our current Yr-Finish Replace.  It seems that judicial enforcement of CFIUS motion could also be one more new device the Committee will make the most of to handle nationwide safety issues.

• CFIUS stays targeted on China.  Regardless of the Committee’s give attention to streamlining its assessment course of and rising efficiencies for decrease danger transactions, as mentioned in our earlier shopper alert, CFIUS continues to behave to forestall perceived U.S. adversaries—notably, China—from buying pursuits in increased danger U.S. companies.  Whereas that is considerably unsurprising contemplating the present administration’s oft-repeated issues about China, as explicitly outlined in its America First Funding Coverage,[2] the usage of the courtroom system to bar perceived problematic Chinese language involvement additional emphasizes the heightened give attention to China.

• Non-notified critiques stay a key focus of the Committee, and critiques will not be topic to a statute of limitations.  As mentioned in our current Yr-Finish Replace, CFIUS has made clear in recent times that its investigative engine stays lively.  Events ought to stay conscious that the CFIUS rules don’t comprise a statute of limitations barring assessment after a sure variety of years and may fastidiously take into account the dangers of forgoing CFIUS filings, particularly for transactions involving sectors that pose a heightened nationwide safety danger or that contain buyers from increased danger jurisdictions.  As DOJ’s grievance clearly illustrates, events should still discover themselves in ongoing discussions with CFIUS years after a transaction is finalized if the Committee turns into conscious of a historic transaction and identifies nationwide safety dangers that warrant further scrutiny.

How the district courtroom responds to the grievance stays to be seen, however one factor is for sure—the U.S. authorities seems keen to hunt judicial enforcement towards events that defy its CFIUS authority.

[1] See Ralls Corp. v. Committee on Overseas Investments, et al., No. 13-5315 (D.C. Cir. 2014); TikTok Inc. v. Garland, No. 24-1113 (D.C. Cir. 2024); United States Metal Corp. et. al. v. Committee on Overseas Funding in america et. al., No. 25-1004 (D.C. Cir. 2025).

[2] The White Home, America First Funding Coverage § 2(f) (Feb. 2025), https://www.whitehouse.gov/presidential-actions/2025/02/america-first-investment-policy/ (“The US will use all essential authorized devices, together with the Committee on Overseas Funding in america (CFIUS), to limit [Chinese]-affiliated individuals from investing in United States expertise, essential infrastructure, healthcare, agriculture, power, uncooked supplies, or different strategic sectors”).

Stephenie Gosnell Handler is a Associate and Chris Mullen is an Affiliate at Gibson, Dunn & Crutcher LLP. Layla Reynolds, a current regulation graduate not but admitted to observe regulation, contributed to this text. This publish first appeared as a shopper alert for the agency.

The views, opinions and positions expressed inside all posts are these of the creator(s) alone and don’t characterize these of the Program on Company Compliance and Enforcement (PCCE) or of the New York College College of Legislation. PCCE makes no representations as to the accuracy, completeness and validity or any statements made on this web site and won’t be liable any errors, omissions or representations. The copyright of this content material belongs to the creator(s) and any legal responsibility with reference to infringement of mental property rights stays with the creator(s).