(Reuters) -U.S. President Joe Biden violated the Constitution by blocking Nippon Steel’s $14.9 billion bid for U.S. Steel through a sham national security review, the companies alleged in a lawsuit they said was filed on Monday.
The companies want the federal court to scrap Biden’s decision to scuttle the deal so they can secure another shot at approval through a fresh national security review unfettered by political influence.
The lawsuit alleges Biden prejudiced the decision of the Committee on Foreign Investment in the U.S. which scrutinizes foreign investments for national security risks, and violated the companies’ right to a fair review.
The merger had become highly politicized ahead of the November U.S. presidential election, with both Democrat Biden and Republican President-elect Donald Trump pledging to kill it as they wooed voters in the swing state of Pennsylvania where U.S. Steel is headquartered. United Steelworkers union President David McCall opposed the tie-up.
Trump and Biden both asserted the company should remain American-owned even after the Japanese firm offered to move its U.S. headquarters to Pittsburgh, where the U.S. steelmaker is based, and promised to honor all agreements in place between U.S. Steel and the USW.
Biden sought to kill the deal to “curry favor with the USW leadership in Pennsylvania in his bid for reelection,” the companies allege.
“As a result of President Biden’s undue influence to advance his political agenda, the Committee on Foreign Investment in the United States failed to conduct a good faith, national security-focused regulatory review process,” the companies said in a statement announcing the litigation.
A White House spokesperson said “A committee of national security and trade experts determined this acquisition would create risk for American national security. President Biden will never hesitate to protect the security of this nation, its infrastructure, and the resilience of its supply chains.”
The lawsuit, which echoes claims the companies made in a Dec. 17 letter to CFIUS obtained by Reuters, shows the companies are making good on their threats of litigation and will continue to fight to get the deal approved.
“We can’t back down after being treated unreasonably. We will fight back thoroughly,” Nippon Steel Vice Chair Takahiro Mori told Nikkei in an interview on Monday.
Mori said the CFIUS review process lacked integrity as the Japanese company received no written feedback on the proposed national security agreement it voluntarily presented, and there were no questions or concerns expressed by CFIUS during multiple meetings, Nikkei said.
The prospects are unclear for the lawsuit, which also targets Attorney General Merrick Garland and Treasury Secretary Janet Yellen, who oversees CFIUS. Courts generally give great deference to CFIUS to define national security, experts say.
The Justice Department declined to comment and the Treasury Department did not respond to a request for comment.
Trump, in a post on his social media platform, said “Why would they want to sell U.S. Steel now when Tariffs will make it a much more profitable and valuable company?”
CLIFFS, USW ALSO TARGETED
The companies also filed a second lawsuit against rival bidder Cleveland-Cliffs, its CEO Lourenco Goncalves and McCall “for their illegal and coordinated actions” aimed at preventing the deal.
They argue Cliffs, Goncalves and McCall colluded in an “illegal campaign” to allow Cliffs to “monopolize the domestic steel markets” by thwarting any other attempts to buy U.S. Steel.
Goncalves participated in at least nine calls assuring investors that Biden would scuttle the Nippon Steel merger, according to last month’s letter to CFIUS, Reuters reported on Sunday.
The companies are seeking an injunction against further anticompetitive behavior as well as billions of dollars in damages.
McCall said the USW was reviewing the complaint and would “vigorously defend against these baseless allegations”. Cleveland-Cliffs and Goncalves did not immediately respond to requests for comment.
Last week, Biden blocked the proposed purchase on national security concerns, dealing a potentially fatal blow to the contentious plan after a year of review.
U.S. Steel, founded in 1901 by some of the biggest U.S. magnates, including Andrew Carnegie, J.P. Morgan and Charles Schwab, became intertwined with the industrial recovery following the Great Depression and World War Two.
The company has been under pressure following several quarters of falling revenue and profit, making it an attractive takeover target for rivals looking to expand their U.S. market share.
‘MANIPULATED’ REVIEW PROCESS
Nippon Steel’s December 2023 bid for U.S. Steel faced headwinds from the start.
Biden came out against the deal on March 14, before the CFIUS review had even begun, prejudging the outcome and depriving the companies of due process, guaranteed by both the Constitution and CFIUS regulations, the companies said.
McCall endorsed Biden a week later. Biden was later replaced on the ticket by Vice President Kamala Harris, who also opposed the deal and was endorsed by the USW.
Following a review, CFIUS normally approves a deal, or recommends the president block it. In rare cases, when the agencies that make up CFIUS cannot agree, they can refer the matter to the president, as they did with the Nippon Steel deal on Dec. 23, setting the stage for Biden’s block.
Before that, CFIUS staff were barred from negotiating with the companies on a proposed agreement to address the committee’s national security concerns, the statement alleges, a marked deviation from normal practice.
“It is clear that the review process was being manipulated so that its outcome would support President Biden’s predetermined decision,” the companies said. “That cannot be, and is not, the due process to which parties before CFIUS are entitled,” they added.
(Reporting by Alexandra Alper and Aatreyee Dasgupta in Bengaluru; Additional reporting by Yuka Obayashi in Tokyo; Editing by Chris Sanders, Kirsten Donovan and Lisa Shumaker)
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