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Lawyers say that the US golden share of U.S. Steel may scare away investors.

Lawyers say that the US golden share of U.S. Steel may scare away investors.

National security lawyers warned on Monday that the unusual move made by the Trump Administration to grant itself a golden stake in U.S. Steel, as part of an agreement to approve Nippon Steel’s takeover of this well-known U.S. firm, could scare away foreign investors.

Commerce Secretary Howard Lutnick said on Saturday that "President Trump secured a perpetual Golden Share in Nippon Steel’s acquisition of U.S. Steel." He listed a number of corporate decisions over which the Trump administration will now have veto authority.

Investors bet that the Japanese company's $14.9 billion bid to buy the struggling U.S. Steel would reach its conclusion soon.

Joshua Gruenspecht is a Wilson Sonsini national security attorney. He says that the Trump administration made an unusual decision by including the golden share as part of the national security agreement. This would have caused foreign investors to be wary.

It leads to the question, "Am I going get what I purchased? "Do I have control over this asset?" He said.

Nippon Steel declined comment. U.S. Steel, the White House, Commerce and the Treasury Department, who lead the Committee on Foreign Investment in the U.S., which examines foreign investments to determine if they pose a national security risk, did not respond immediately to requests for comments.

'RISKY' AND 'UNPRECEDENTED"

On Friday, the Trump administration approved the merger via an executive agreement and an order to ease national security concerns. This culminated a turbulent 18-month process.

Questions had been raised about the golden stake that President Donald Trump suggested would give the American people 51% of the struggling U.S. company as part the acquisition.

Lutnick wrote in his post on Saturday that the share would stop companies from delaying or canceling investments worth $14 billion, moving production or jobs overseas, or shutting down or idleing plants before a certain date, without the consent of the president.

The government also has a veto on a possible relocation of U.S. Steel headquarters from Pittsburgh, Pennsylvania. This could include a transfer or job overseas.

A U.S. official confirmed a New York Times report that this power is granted by a single class of preferred stock called Class G, which stands for "gold." The board member is directly appointed by a president.

According to lawyers consulted by, it is not unusual for CFIUS in an NSA to require that certain board members are approved by the committee. It was a novel approach to have a board member with a fiduciary responsibility to the president.

Jim Secreto said that a golden share approach was both risky and unheard of. He added that the United States might protest if Beijing demanded something similar in order to approve an American company's investment into a Chinese firm. "Trump’s dealmaking creates uncertainty for investors around the world and sets a precedent which could complicate future deals across borders."

Before Trump became involved, these companies offered the U.S. government significant authority. Nippon Steel, in a term sheet for a national-security agreement that was submitted to CFIUS and obtained by the, pledged that the majority of U.S. Steel board members will be American and that CFIUS would approve three of these "independent U.S. directors".

The term sheet said that "U.S. Steel can reduce production capacity if and only when it is approved by the majority of Independent U.S. directors." It also stated that the core U.S. management will be U.S. Citizens. Reporting by Alexandra Alper, Steve Holland and Rod Nickel

(source: Reuters)