‘Golden Share’ Served as Solution in Trump’s Approval of U.S. Steel Acquisition; Solution Found but Challenges Remain

By Shunsuke Tanaka and Hiroyuki Tanaka / Yomiuri Shimbun Staff Writers

1:01 JST, June 16, 2025

With U.S. President Donald Trump having approved a partnership between Nippon Steel Corp. and U.S. Steel Corp., the Japanese company’s acquisition of U.S. Steel is expected to be realized.

The Trump administration appears to have concluded that by signing a national security agreement with Nippon Steel and acquiring a “golden share” in U.S. Steel the administration can contain opposition from hard-liners who support an “America First” policy.

Eighteen months after the plan was announced, negotiations between Japan and the United States over the acquisition, a development that escalated into a diplomatic issue, are set to conclude.

Change of mind

Trump, who views the steel industry as a critical sector directly linked to national security, has referred to U.S. Steel — once the world’s largest steel manufacturer — as a “symbol of America” and had opposed Nippon Steel’s bid to acquire it.

What prompted Trump to change his mind were Nippon Steel’s proposed additional investments and the Japanese company’s measures to mitigate security threats.

Nippon Steel increased the amount it would invest in the U.S. company after acquiring it from $2.7 billion to $14 billion (about ¥2 trillion). It is also believed that Nippon Steel promised that the majority of U.S. Steel’s board members would be U.S. nationals and that the company’s production capacity would not be reduced.

In response to these proposals, local lawmakers and other interested parties in Pennsylvania, where U.S. Steel is headquartered, moved to persuade Trump, apparently by pointing out the economic benefits of the acquisition, such as employment and plant modernization.

In addition, key U.S. Cabinet members including Treasury Secretary Scott Bessent — who also chairs the Committee on Foreign Investment in the United States, whose duties include reviewing foreign acquisitions — and Commerce Secretary Howard Lutnick are said to have urged Trump to approve the acquisition.

Trump himself began to judge that Nippon Steel’s huge investment would benefit his administration and leaned toward approving the acquisition.

Political risk

However, the acquisition could give the impression to the American people that a symbolic U.S. company is being sold to a foreign company, which would pose a significant political risk for Trump.

Even within his administration, senior officials who support his “America First” policy position opposed the acquisition. Avoiding backlash from his supporters was also necessary with the 2026 midterm elections in mind.

As negotiations between the Japanese and U.S. steel companies progressed behind the scenes, there emerged the idea of issuing a golden share to the U.S. administration to grant it veto power over important management decisions.

According to sources, the initial U.S. plan was to approve the acquisition on the condition that a national security agreement was signed, but in the final stages of the negotiations, the U.S. side demanded a golden share.

Trump apparently judged that acquiring a golden share in U.S. Steel as a symbol of “U.S. control” would help persuade opponents of the acquisition and gain the understanding of Trump’s supporters. The executive order that Trump signed Friday also made no mention of the fact that U.S. Steel would come under foreign ownership.

Intentions of both sides

It can be said the golden share proposal led Trump to be able to successfully utilize Nippon Steel’s financial strength and technological capabilities without compromising his “America First” policy stance.

Meanwhile, Nippon Steel has concluded that the golden share provides no voting rights and is largely symbolic, so the U.S. administration’s influence on management and investment decisions will be limited. “We will have 100% of the voting rights in U.S. Steel, so management freedom will be maintained,” a senior Nippon Steel executive said.

Nippon Steel has previously insisted that 100% ownership of shares is a prerequisite for major investments, and the U.S. government has also refused to compromise over “U.S. control.” Amid conflicting interests between the two parties, the idea of a golden share ultimately served as a solution, but challenges remain.