DOJ Takes Unprecedented Action to Enforce CFIUS Divestment Order in U.S. District Court
Client Alert | February 12, 2026
For the first time in CFIUS history, DOJ has filed a federal civil complaint seeking to enforce a presidential order requiring a foreign investor to divest its interests in a U.S. business.
On February 9, 2026, the U.S. Department of Justice (DOJ) filed a complaint in federal district court requesting judicial enforcement of a presidential order requiring Suirui Group Co., Ltd. and Suirui International Co., Ltd. (collectively, the Suirui Purchasers) to divest their interests in Jupiter Systems, LLC (Jupiter Systems).
The Suirui Purchasers’ acquisition of Jupiter Systems was completed in 2020, but four years later, the Committee on Foreign Investment in the United States (CFIUS or the Committee) initiated a review of the transaction over national security concerns. In July 2025, President Trump issued an order directing the Suirui Purchasers and their affiliates to divest their interests in the California-based manufacturer of visualization technology due to significant national security risks posed by the transaction, which could not be sufficiently mitigated. Based on publicly available information, the perceived risks appear to arise from Jupiter Systems’ relationships with several government agency customers critical to national security, including the Central Intelligence Agency, National Security Agency, and National Aeronautics and Space Administration. The divestment order originally provided the Suirui Purchasers 120 days to divest all tangible and intangible equity and assets in Jupiter Systems, a deadline that was eventually extended until February 3, 2026, following two extension requests from the Suirui Purchasers. According to the DOJ complaint and accompanying press release, such interests have not yet been divested, and Jupiter Systems continues to be owned by the Suirui Purchasers.
DOJ’s February 2026 complaint seeks seven counts of relief, asking the district court for the following:
- A declaration that the Suirui Purchasers failed to comply with the divestment order and CFIUS regulations;
- An injunction against the Suirui Purchasers from retaining any equity or assets in Jupiter Systems;
- An injunction prohibiting Jupiter Systems from being owned or controlled by the Suirui Purchasers;
- An injunction prohibiting Jupiter Systems from holding any interests or rights in the assets or operations of Jupiter Asia Companies (i.e., its pre-transaction businesses in Asia) that Jupiter Systems acquired or created following the July 2025 divestment order;
- An order directing the Suirui Purchasers to divest their equity holdings and assets in Jupiter Systems;
- An order transferring the equity and assets of Jupiter Systems held by the Suirui Purchasers to a third-party fiduciary pending completion of the divestment; and
- An award of costs and other relief the district court finds appropriate to the U.S. government.
This complaint represents the first time the U.S. government has initiated a judicial enforcement action against transaction parties who failed to comply with a divestment order under the CFIUS regulations. Courts rarely handle cases involving substantive CFIUS issues, and until now, the small handful of such cases have been initiated by the parties to a transaction subject to CFIUS review.[1]
The complaint and underlying transaction offer a few lessons for CFIUS practice:
- The current administration is willing to utilize every tool in its toolkit, even if unprecedented. CFIUS under the second Trump administration has already demonstrated a readiness to employ novel methods in its practice, such as the inclusion of a so-called “golden share” in mitigation agreements, which we discussed in our recent Year-End Update. It appears that judicial enforcement of CFIUS action may be yet another new tool the Committee will utilize to address national security concerns.
- CFIUS remains focused on China. Despite the Committee’s focus on streamlining its review process and increasing efficiencies for lower risk transactions, as discussed in our previous client alert, CFIUS continues to act to prevent perceived U.S. adversaries—notably, China—from acquiring interests in higher risk U.S. businesses. While this is somewhat unsurprising considering the current administration’s oft-repeated concerns about China, as explicitly outlined in its America First Investment Policy,[2] the use of the court system to bar perceived problematic Chinese involvement further emphasizes the heightened focus on China.
- Non-notified reviews remain a key focus of the Committee, and reviews are not subject to a statute of limitations. As discussed in our recent Year-End Update, CFIUS has made clear in recent years that its investigative engine remains active. Parties should remain mindful that the CFIUS regulations do not contain a statute of limitations barring review after a certain number of years and should carefully consider the risks of forgoing CFIUS filings, especially for transactions involving sectors that pose a heightened national security risk or that involve investors from higher risk jurisdictions. As DOJ’s complaint clearly illustrates, parties may still find themselves in ongoing discussions with CFIUS years after a transaction is finalized if the Committee becomes aware of a historic transaction and identifies national security risks that warrant additional scrutiny.
How the district court responds to the complaint remains to be seen, but one thing is for certain—the U.S. government appears willing to seek judicial enforcement against parties that defy its CFIUS authority.
[1] See Ralls Corp. v. Committee on Foreign Investments, et al., No. 13-5315 (D.C. Cir. 2014); TikTok Inc. v. Garland, No. 24-1113 (D.C. Cir. 2024); United States Steel Corp. et. al. v. Committee on Foreign Investment in the United States et. al., No. 25-1004 (D.C. Cir. 2025).
[2] The White House, America First Investment Policy § 2(f) (Feb. 2025), https://www.whitehouse.gov/presidential-actions/2025/02/america-first-investment-policy/ (“The United States will use all necessary legal instruments, including the Committee on Foreign Investment in the United States (CFIUS), to restrict [Chinese]-affiliated persons from investing in United States technology, critical infrastructure, healthcare, agriculture, energy, raw materials, or other strategic sectors”).
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