Overview

On February 9, 2026, the United States filed suit in the United States District Court for the District of Columbia to enforce a July 2025 presidential order compelling the divestment of Jupiter Systems – a US company – by the Chinese company Suirui Group. The acquisition was consummated in 2020, and neither Suirui Group nor Jupiter Systems submitted a notice with the Committee on Foreign Investment in the United States (CFIUS). Jupiter Systems provides video communications hardware and software solutions to, among others, the US government and its products have been integrated into critical military and infrastructure systems. The presidential order found that Suirui Group’s acquisition of Jupiter Systems would “impair the national security of the United States” and required the complete divestment of Jupiter Systems by a specified deadline. 90 Fed. Reg. 31,125. According to the complaint, the unresolved risk centered on the potential compromise of Jupiter Systems’ products that would permit unauthorized access to data or the impairment of critical systems. Despite extensions, Suirui Group failed to divest. The Department of Justice is seeking injunctive relief and, of particular note, the transfer of the Jupiter Systems assets to a third-party fiduciary pending a final divestment consistent with the July 2025 order.

Why it matters

This is the first-ever CFIUS enforcement action filed in federal district court. Although only at the pleadings stage, this filing matters because it sends a clear signal that when parties resist CFIUS-imposed obligations, this Administration will not shy away from seeking the most severe remedies legally available.

The complaint underscores several takeaways. First, CFIUS jurisdiction is not time-barred or cabined by administrations. This transaction closed nearly six years prior to filing, and was initially identified for CFIUS review in March 2024 during the Biden Administration. Second, relief beyond financial penalties is within bounds, including control by third-party fiduciaries, forced unwinding, and other structural remedies, demonstrating that commercial difficulties and considerations associated with divestment will not eclipse national security concerns. Third, party conduct matters. Suirui Group requested and was granted at least two extensions to the originally imposed divestment deadline. Tellingly, the complaint alleges that Suirui Group missed a deadline to provide a term sheet describing how the terms of the July 2025 order would be met. These allegations strongly suggest that CFIUS was willing to accommodate an orderly divestment with a level of party input, but Suirui Group’s failure to engage with CFIUS at an acceptable level appears to have precipitated the decision to seek judicial engagement.

The bottom line for dealmakers and regulatory counsel is that compliance with CFIUS obligations and presidential orders is not optional. Noncompliance is an enforcement problem, not a policy disagreement.

Relevant Background

CFIUS is a nine-member interagency committee, chaired by the Department of the Treasury and composed of eight other agencies with substantive national security equities, authorized to review certain transactions involving foreign investment in the United States and certain real-estate transactions by foreign persons to determine the effect of the transactions on the national security of the United States. Links can be found here: DOJ press release; DOJ complaint; and July 2025 Divestment Order.

Print:
Email this postTweet this postLike this postShare this post on LinkedIn
Photo of John R. Ingrassia John R. Ingrassia

John is a partner at the Firm, advising on the full range of foreign investment and antitrust matters across industries, including chemicals, pharmaceutical, medical devices, telecommunications, financial services consumer goods and health care. He is the first call clients make in matters relating…

John is a partner at the Firm, advising on the full range of foreign investment and antitrust matters across industries, including chemicals, pharmaceutical, medical devices, telecommunications, financial services consumer goods and health care. He is the first call clients make in matters relating to competition and antitrust, CFIUS or foreign investment issues.

For more than 25 years, John has counselled businesses facing the most challenging antitrust issues and helped them stay out of the crosshairs — whether its distribution, pricing, channel management, mergers, acquisitions, joint ventures, or price gouging compliance.

John’s practice focuses on the analysis and resolution of CFIUS and antitrust issues related to mergers, acquisitions, and joint ventures, and the analysis and assessment of pre-merger CFIUS and HSR notification requirements. He advises clients on issues related to CFIUS national security reviews, and on CFIUS submissions when non-U.S. buyers seek to acquire U.S. businesses that have national security sensitivities.  He also regularly advises clients on international antitrust issues arising in proposed acquisitions and joint ventures, including reportability under the EC Merger Regulation and numerous other foreign merger control regimes.

His knowledge, reputation and extensive experience with the legal, practical, and technical requirements of merger clearance make him a recognized authority on Hart-Scott-Rodino antitrust merger review. John is regularly invited to participate in Federal Trade Commission and bar association meetings and takes on the issues of the day.

Photo of Eric S. Johnson Eric S. Johnson

Eric S. Johnson is a partner in Proskauer’s Corporate Department. Eric’s practice focuses on the regulation of cross-border investment and national security matters. He advises on transactions reviewed by the Committee on Foreign Investment in the United States (CFIUS) and other national security-focused…

Eric S. Johnson is a partner in Proskauer’s Corporate Department. Eric’s practice focuses on the regulation of cross-border investment and national security matters. He advises on transactions reviewed by the Committee on Foreign Investment in the United States (CFIUS) and other national security-focused regulatory regimes, and provides counsel on related compliance and enforcement matters.

Eric has extensive experience reviewing and advising on acquisitions of U.S. businesses, non-controlling investments involving critical technologies and data, and real estate transactions near sensitive government facilities by or involving non-U.S. investors or businesses. Eric’s experience also encompasses significant exposure and engagement with the U.S. government’s national security cross-border investment policy objectives and priorities.

Prior to joining Proskauer, Eric served as the Principal Deputy Chief for the Foreign Investment Review Section at the U.S. Department of Justice’s (DOJ) National Security Division, where he supervised the DOJ’s work involving CFIUS, Team Telecom, telecommunication infrastructure and technology supply chains, and the Data Security Program (28 CFR Part 202).