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Nippon Steel’s takeover of U.S. Steel is done but the companies didn’t release the national security deal struck with Trump

Nippon Steel and U.S. Steel said Wednesday they have finalized their “historic partnership,” a deal that gives the U.S. government a say in some matters and comes a year-and-a-half after the Japanese company first proposed its nearly $15 billion buyout of the iconic American steelmaker.

The pursuit by Nippon Steel for the Pittsburgh-based company was buffeted by national security concerns and presidential politics in a premier battleground state, dragging out the transaction for more than a year after U.S. Steel shareholders approved it.

It also forced Nippon Steel to expand the deal, including adding a so-called “golden share” provision that gives the federal government the power to appoint a board member and a say in company decisions that affect domestic steel production and competition with overseas producers.

“Together, Nippon Steel and U.S. Steel will be a world-leading steelmaker, with best-in-class technologies and manufacturing capabilities,” the companies said.

The combined company will become the world’s fourth-largest steelmaker in an industry dominated by the Chinese, and bring what analysts say is Nippon Steel’s top-notch technology to U.S. Steel’s antiquated steelmaking processes, plus a commitment to invest $11 billion to upgrade U.S. Steel facilities.

In exchange, Nippon Steel gets access to a robust U.S. steel market, strengthened in recent years by tariffs under President Donald Trump and former President Joe Biden, analysts say.

Anthony Rapa, a Blank Rome lawyer in Washington who advises firms on trade, operations and investments, said the government’s intervention in the Nippon Steel-U.S. Steel deal is another sign of a trend that the U.S. is increasingly equating economic security with national security.

He doesn’t see the government’s intervention as chilling foreign investment and said a “golden share” mechanism — to the extent it’s used again by the U.S. to ease national security concerns — is likely to emerge only in sensitive and complex cases.

Still, the episode could cause investors to be more strategic in how they approach transactions, Rapa said.

Anil Khurana, executive director of the Baratta Center for Global Business at Georgetown University, said the U.S. government’s interest in the deal is a sign of the growing importance it places on economic competition with China.

“Clearly the definition of what is national security has expanded to included national economic security, which is where I think this comes in,” Khurana said.

Nippon Steel and U.S. Steel did not release a copy of the national security agreement struck with Trump’s administration.

But in a statement Wednesday, the companies said the federal government will have the right to appoint an independent director and get “consent rights” on specific matters.

Those include reductions in Nippon Steel’s capital commitments in the national security agreement; changing U. S. Steel’s name and headquarters; closing or idling U.S. Steel’s plants; transferring production or jobs outside of the U.S.; buying competing businesses in the U.S.; and certain decisions on trade, labor and sourcing outside the U.S.

Nippon Steel announced in December 2023 that it planned to buy the steel producer for $14.9 billion in cash and debt, and committed to keep the U.S. Steel name and Pittsburgh headquarters.

The United Steelworkers union, which represents some U.S. Steel employees, opposed the deal, and Biden and Trump both vowed from the campaign trail to block it.

Biden used his authority to block Nippon Steel’s acquisition of U.S. Steel on his way out of the White House after a review by the Committee on Foreign Investment in the United States.

After he was elected, Trump changed course, expressing openness to working out an arrangement and ordering another review by the committee.

That’s when the idea of the “golden share” emerged as a way to resolve national security concerns and protect American interests in domestic steel production.

As it sought to win over American officials, Nippon Steel began adding commitments. Those included putting U.S. Steel under a board made up of a majority of Americans and a management team of Americans.

It pledged not to conduct layoffs or plant closings as a result of the transaction or to import steel slabs to compete with U.S. Steel’s blast furnaces in Braddock, Pennsylvania and Gary, Indiana.

In the final agreement, it pledged to produce and supply U.S. Steel from domestic sources — such as mining operations in Minnesota — and to allow U. S. Steel to pursue trade actions under U.S. law.

It also made a series of bigger capital commitments in U.S. Steel facilities, tallying $11 billion through 2028, it said.

Nippon Steel said its annual crude steel production capacity is expected to reach 86 million tons, closer to its goal of 100 million tons.

The United Steelworkers on Wednesday noted that its current labor agreement with U.S. Steel expires in 2026.

“Rest assured, if our job security, pensions, retiree health care or other hard-earned benefits are threatened, we are ready to respond with the full strength and solidarity of our membership,” its international president, David McCall, said in a statement.

This story was originally featured on Fortune.com

© Julia Demaree Nikhinson—AP

President Donald Trump talks to workers as he tours U.S. Steel Corporation's Mon Valley Works-Irvin plant, on May 30, 2025, in West Mifflin, Pa.
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Trump administration offers details of its ‘golden share’ in US Steel deal, but union says it’s ‘disappointed’

President Donald Trump would have unique influence over the operations of U.S. Steel under the terms of what the White House calls an “investment” being made by Japan-based Nippon Steel in the iconic American steelmaker.

Administration officials over the past few days provided additional insight into the “golden share” arrangement that the federal government made as a condition for supporting the deal.

The Pittsburgh-based steel maker and Nippon Steel plan $11 billion in new investments by 2028 after indicating that they plan to move forward with the deal under the terms of a national security agreement that has the White House’s approval.

The White House has described the deal as a “partnership” and an “investment” by Nippon Steel in U.S. Steel, although Nippon Steel has never backed off its stated intention of buying and controlling U.S. Steel as a wholly owned subsidiary in a nearly $15 billion offer it originally made in late 2023.

Commerce Secretary Howard Lutnick posted on social media on Saturday how the “golden share” to be held by the president would operate, revealing that the White House is willing to insert itself aggressively into a private company’s affairs even as it has simultaneously pledged to strip away government regulations so businesses can expand.

Under the government’s terms, it would be impossible without Trump’s consent to relocate U.S. Steel’s headquarters from Pittsburgh, change the name of the company, “transfer production or jobs outside the United States,” shutter factories, or reincorporate the business overseas, among other powers held by the president.

Lutnick also said it would require presidential approval to reduce or delay $14 billion in planned investments.

“The Golden Share held by the United States in U.S. Steel has powerful terms that directly benefit and protect America, Pennsylvania, the great steelworkers of U.S. Steel, and U.S. manufacturers that will have massively expanded access to domestically produced steel,” Lutnick posted on X.

That $14 billion figure is higher than what the companies disclosed on Friday when Trump created a pathway for the investment with an executive order based on the terms of the national security agreement being accepted.

Lawmakers from Pennsylvania say the higher figure includes the cost of an electric arc furnace — a more modern steel mill that melts down scrap — that Nippon Steel wants to build in the U.S., bringing the value of the deal to at least $28 billion.

The president has the authority to name one of the corporate board’s independent three directors and veto power over the other two choices, according to a person familiar with the terms of the agreement who insisted on anonymity to discuss them. The details of the board structure were first reported by The New York Times.

Details of the agreement emerged as Trump was traveling to Alberta in Canada for the Group of Seven summit.

Still, the full terms remain somewhat unclear. The companies have not made public the full terms of Nippon Steel’s acquisition of U.S. Steel or the national security agreement with the federal government.

On Sunday, the United Steelworkers, the labor union representing U.S. Steel employees, posted a letter raising questions about the deal forged by Trump, who during his run for the presidency had pledged to block Nippon Steel’s acquisition of U.S. Steel.

The union said it was “disappointed” that Trump “has reversed course” and raised basic questions about the ownership structure of U.S. Steel.

“Neither the government nor the companies have publicly identified what all the terms of the proposed transaction are,” the letter said. “Our labor agreement expires next year, on September 1, 2026, and the USW and its members are prepared to engage the new owners” of U.S. Steel “to obtain a fair contract.”

If Trump has as much control of U.S. Steel as he has claimed, that could put him in the delicate position of negotiating the salary and benefits of unionized steelworkers going into midterm elections.

As president, Joe Biden used his authority to block Nippon Steel’s acquisition of U.S. Steel on his way out of the White House after a review by the Committee on Foreign Investment in the United States.

After he was elected, Trump expressed openness to working out an arrangement and ordered another review by the committee. That’s when the idea of the “golden share” emerged as a way to resolve national security concerns and protect American interests in domestic steel production.

As it sought to win over American officials, Nippon Steel made a series of commitments.

It gradually increased the amount of money it was pledging to invest in U.S. Steel, promised to maintain U.S. Steel’s headquarters in Pittsburgh, put U.S. Steel under a board with a majority of American citizens and keep plants operating.

It also said it would protect the interests of U.S. Steel in trade matters and it wouldn’t import steel slabs that would compete with U.S. Steel’s blast furnaces in Pennsylvania and Indiana.

This story was originally featured on Fortune.com

© Julia Demaree Nikhinson—AP

President Donald Trump arrives to speak at U.S. Steel Corporation's Mon Valley Works-Irvin plant, on May 30, 2025, in West Mifflin, Pa.
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Protesters crowd into streets, parks and plazas at anti-Trump ‘No Kings’ demonstrations across US

Demonstrators crowded into streets, parks and plazas across the U.S. on Saturday to protest President Donald Trump, mixing anti-authoritarian messages with support for immigrants and calls to protect democracy.

Governors across the U.S. urged calm and vowed no tolerance for violence, while some mobilized the National Guard ahead of marchers gathering in major downtowns and small towns. Through midday, confrontations were isolated.

Atlanta’s 5,000-capacity “No Kings” rally quickly reached its limit, with thousands more demonstrators gathered outside barriers to hear speakers in front of the state Capitol. Huge crowds marched in New York, Denver, Chicago, Houston and Los Angeles, some behind “no kings” banners.

In Minnesota, organizers canceled demonstrations as police worked to track down a suspect in the shootings of two Democratic legislators and their spouses.

Intermittent light rain fell as marchers gathered for the flagship rally in Philadelphia’s Love Park. They shouted “Whose streets? Our streets!” as they marched to the Philadelphia Museum of Art, where they listened to speakers on the steps made famous in the movie “Rocky.”

“So what do you say, Philly?” Democratic U.S. Rep. Jamie Raskin of Maryland shouted to the crowd. “Are you ready to fight back? Do you want a gangster state or do you want free speech in America?”

Trump was in Washington for a military parade marking the Army’s 250th anniversary that coincides with the president’s birthday. There, a massive demonstration toured the city’s streets, led by a banner reading, “Trump must go now.”

In Charlotte, demonstrators trying to march through downtown briefly faced off with police forming a barricade with their bicycles, chanting “let us walk,” while law enforcement in northern Atlanta deployed tear gas to divert several hundred protesters heading toward Interstate 285. A journalist was seen being detained by officers and police helicopters flew above the crowd.

In some places, organizers handed out little American flags while others flew their flags upside down. Mexican flags made an appearance in some demonstrations.

Protests were planned in nearly 2,000 locations across the country, from city blocks and small towns to courthouse steps and community parks, organizers said. The 50501 Movement orchestrating the protests says it picked the “No Kings” name to support democracy and speak out against what they call the authoritarian actions of the Trump administration. The name 50501 stands for 50 states, 50 protests, one movement.

The demonstrations come on the heels of protests that flared up across the country over federal immigration enforcement raids that began last week and Trump ordering the National Guard and Marines to Los Angeles, where protesters blocked a freeway and set cars on fire.

Philadelphia

Thousands gathered in downtown Love Park, with organizers handing out small American flags and people carried protest signs saying things like “fight oligarchy” and “deport the mini-Mussolinis.”

Karen Van Trieste, a 61-year-old nurse who drove up from Maryland, said she grew up in Philadelphia and wanted to be with a large group of people showing her support.

“I just feel like we need to defend our democracy,” she said. She is concerned about the Trump administration’s layoffs of staff at the U.S. Centers for Disease Control and Prevention, the fate of immigrant communities and the Trump administration trying to rule by executive order, she said.

A woman wearing a foam Statue of Liberty crown brought a speaker system and led an anti-Trump sing-along, changing the words “young man” in the song “Y.M.C.A.” to “con man.”

One man in Revolutionary War era garb and a tricorn hat held a sign with a quote often attributed to Thomas Jefferson: “All tyranny needs to gain a foothold is for people of good conscience to remain silent.”

Los Angeles

Thousands gathered in front of City Hall in a boisterous crowd, waving signs and listening to a Native American drum circle and dance performances, before marching through the streets.

Signs included “They fear us, don’t back down California,” “Protesting is not a crime,” “We carry dreams not danger” and “ICE out of LA.” One demonstrator carried a 2-foot-tall (60-centimeter) Trump pinata on a stick, with a crown on his head and sombrero hanging off his back while another hoisted a huge helium-filled orange baby balloon with blond hair styled like Trump’s.

North Carolina

Crowds cheered anti-Trump speakers in Charlotte’s First Ward Park and chanted “we have no kings” before marching behind a “No Kings” banner through the city, chanting “No kings, no crowns, we will not bow down” and “Hey, hey, ho, ho, Donald Trump has got to go.”

Marchers stretched for blocks, led by a group of people holding a giant Mexican flag and bystanders cheering and clapping for protesters along the way.

Jocelyn Abarca, a 21-year-old college student, said the protest was a chance to “speak for what’s right” after mass deportations and the deployment of the National Guard to deal with protesters in Los Angeles last week.

“If we don’t stop it now, it’s just going to keep getting worse,” she said of the Trump administration’s actions.

Minnesota

Before organizers canceled demonstrations in the state, Gov. Tim Walz took to social media to issue a warning after the shootings.

“Out of an abundance of caution my Department of Public Safety is recommending that people do not attend any political rallies today in Minnesota until the suspect is apprehended,” he wrote.

Florida

About a thousand people gathered on the grounds of Florida’s old Capitol in Tallahassee, where protesters chanted, “This is what community looks like,” and carried signs with messages like “one nation under distress” and “dissent is patriotic.”

Organizers of the rally explicitly told the crowd to avoid any conflicts with counterprotesters and to take care not to jaywalk or disrupt traffic.

One march approached the gates of Trump’s Mar-a-Lago resort in Florida, where sheriff’s deputies turned them back.

Urging calm and calling out the National Guard

Governors and city officials vowed to protect the right to protest and to show no tolerance for violence. Some urged calm, while Republican governors in Virginia, Texas, Nebraska and Missouri were mobilizing National Guard troopsto help law enforcement manage demonstrations.

Some governors urged calm and put state police on standby for the weekend.

This story was originally featured on Fortune.com

© Mike Stewart—AP Photo

A demonstrator holds a sign during a "No Kings" protest in Atlanta on Saturday.
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