CFIUS Review Does Not Impliedly Preempt Texas’s Restrictions on Foreign Access to Critical Infrastructure

1. Introduction

In GH America v. Fohn, the Fifth Circuit addressed whether the federal foreign-investment review system administered by the Committee on Foreign Investment in the United States, or CFIUS, displaces Texas legislation restricting certain foreign-owned companies’ access to critical infrastructure. The court held that it does not: the CFIUS regime neither conflict-preempts nor field-preempts the Texas Lone Star Infrastructure Protection Act of 2021, known as LSIPA.

The dispute arose after the Electric Reliability Council of Texas, Inc. (ERCOT) rejected a Chinese-owned Texas company’s application to connect a proposed solar project to the state’s electricity grid. The company maintained that federal national-security screening, mitigation agreements, and continuing oversight left no room for Texas to impose a categorical ownership-based prohibition. Texas and the ERCOT defendants answered that federal review of specified foreign-investment transactions does not confer an affirmative entitlement to participate in the state’s electricity system.

The resulting decision establishes an important distinction: federal clearance or oversight under CFIUS does not, without a demonstrated statutory conflict or congressional occupation of the field, immunize a project from independent state infrastructure restrictions. The holding concerns implied statutory preemption. It does not resolve every constitutional objection that might be raised against nationality-based state legislation.

2. Background and Procedural History

The competing regulatory frameworks

LSIPA prohibits governmental entities and critical-infrastructure-related businesses from entering specified agreements with companies linked through ownership, control, or headquarters to designated countries, including China, when the agreement would provide direct or remote access to, or control of, Texas critical infrastructure. The statute also addresses entities associated with Russia, Iran, and North Korea. Texas’s ERCOT-managed electricity grid falls within its definition of critical infrastructure.

The relevant provisions appear in Texas Business and Commerce Code § 117.002 and Texas Government Code § 2275.0102. A later enactment, Texas Utilities Code § 39.360(b), expressly directed ERCOT not to register or provide interconnection to a business unless it attested to compliance with LSIPA.

CFIUS derives its statutory authority from § 721 of the Defense Production Act of 1950, codified at 50 U.S.C. § 4565. Congress expanded that authority through the Foreign Investment Risk Review Modernization Act of 2018 (FIRRMA). The federal system authorizes national-security review of defined “covered transactions,” including certain acquisitions of U.S. businesses, specified noncontrolling investments, and transactions involving real estate near sensitive federal locations.

GHAE’s investments and federal oversight

GH America Energy, L.L.C. (GHAE), is a Texas limited liability company operating exclusively in Texas. It is a subsidiary of Xinjiang Guanghui Industry Investment (Group) Company, Ltd., headquartered in China and majority-owned by Chinese citizen Sun Guangxin.

In 2015, affiliated entities notified CFIUS of a proposed acquisition of U.S. business assets. Following review delegated to the Department of Defense, the parties were required to enter a national-security mitigation agreement. CFIUS then concluded action on that transaction.

Between 2016 and 2018, affiliated Texas entities acquired approximately 131,290 acres in Val Verde County. GHAE was formed in 2018 to pursue renewable-energy projects. Federal officials raised concerns about some projects’ proximity to Laughlin Air Force Base, and the mitigation agreement was updated to expand oversight.

The Blue Star interconnection dispute

When LSIPA became effective in 2021, GHAE had pending ERCOT interconnection requests for several renewable-energy projects, including the Blue Star Solar Project. GHAE disclosed its ownership structure during ERCOT’s application process.

In October 2022, ERCOT Assistant General Counsel Douglas Fohn informed GHAE that its ownership made it noncompliant with LSIPA and that ERCOT was canceling Blue Star’s interconnection application. GHAE alleged that related denials forced it to sell two other projects at substantial losses.

ERCOT also rejected GHAE’s request for a screening study intended to determine whether its leased land could support a project transferable to a purchaser compliant with LSIPA. GHAE maintained that, absent the statute, it would immediately pursue additional interconnection requests, including Blue Star.

The litigation and the appeal’s limited scope

GHAE sued in June 2024. Its claims initially included federal statutory preemption, the Dormant Commerce Clause, and equal protection. After amendments, GHAE dropped ERCOT itself as a defendant, abandoned damages and the Dormant Commerce Clause claim, and narrowed its equal-protection theory. Texas Attorney General Ken Paxton intervened in defense of the legislation.

The district court dismissed the remaining claims. On appeal, GHAE challenged only the rejection of its conflict- and field-preemption theories under the CFIUS framework. It did not appeal the dismissal of its equal-protection claim or its separate dormant foreign-affairs preemption theory. Those limitations materially constrain the appellate decision’s reach.

3. Summary of the Opinion

The Fifth Circuit affirmed the dismissal on two principal grounds.

1. No conflict preemption. GHAE failed to identify a sufficiently specific conflict between LSIPA and the text or structure of the federal CFIUS legislation. Federal review addresses defined categories of foreign-investment transactions; LSIPA regulates agreements granting access to Texas critical infrastructure. The court also regarded the statutes’ security objectives as compatible.
2. No field preemption. CFIUS does not constitute an all-encompassing system demonstrating a congressional decision to exclude state regulation throughout the broader domain of foreign investment or infrastructure security. Its defined jurisdiction, substantially voluntary review structure, and lack of a clear exclusionary mandate undermined GHAE’s claim.

The court emphasized Texas’s traditional authority over utilities and declined to infer federal displacement from generalized appeals to national uniformity, executive flexibility, or the economic benefits of foreign investment.

Judge Haynes concurred in the judgment rather than joining the reasoning. The disposition therefore received her agreement, but the opinion does not establish that she endorsed its full textualist analysis.

4. Legal Reasoning

A. Congressional enactments—not generalized federal interests—control preemption

The court began with the Supremacy Clause. Federal law can supersede state law expressly or by implication, but federal involvement in a subject does not itself establish displacement. The central inquiry remains whether Congress enacted a rule that conflicts with state law or occupies the relevant regulatory field.

The opinion repeatedly insists that preemptive purpose must be grounded in statutory text and structure. An asserted national interest in consistent investment policy cannot substitute for identifying what Congress actually regulated, authorized, prohibited, or reserved exclusively to federal administration.

This approach does not eliminate obstacle preemption. Instead, it demands a concrete explanation of how a state rule obstructs objectives embodied in enacted federal law, rather than an abstract claim that the state has adopted a different regulatory attitude.

B. Characterizing the regulated activity was central

GHAE characterized LSIPA as a foreign-investment gatekeeping regime. On that framing, Texas had replaced individualized federal screening and mitigation with a categorical exclusion based on ownership and nationality.

The defendants characterized the same law as a utility-security measure governing access to a state electricity grid. The court largely accepted that characterization, emphasizing that utility regulation lies at the heart of traditional state police powers.

The distinction matters because the asserted federal field changes with the level of generality. “All foreign investment” suggests broad federal control; “agreements granting access to Texas critical infrastructure” highlights a narrower activity traditionally subject to state supervision. The court rejected GHAE’s attempt to treat every transaction involving a foreign actor as part of one exclusive federal domain.

Its reasoning was also alternative: even assuming some overlap, or accepting GHAE’s foreign-ownership characterization, the court found no sufficiently clear statutory conflict.

C. CFIUS jurisdiction is defined, not universal

The opinion closely examined the covered-transaction categories in 50 U.S.C. § 4565(a)(4)(B):

On this reading, an electricity-grid interconnection agreement is not equivalent to an acquisition of a U.S. business. Likewise, investment in a company’s own assets does not automatically constitute a covered acquisition.

The defendants reinforced that distinction through 31 C.F.R. § 800.301(e)(7), which describes a newly formed subsidiary’s construction of a new plant as a greenfield investment rather than a covered control transaction. That proposition should not be overstated: a project’s association with new construction does not necessarily eliminate every separate basis for CFIUS jurisdiction, particularly where covered real-estate transactions are involved.

D. Federal oversight did not establish a federal entitlement to interconnection

GHAE argued that its existing mitigation arrangement supplied the necessary connection to federal jurisdiction. Because federal officials retained notice, monitoring, and objection powers, GHAE maintained that Texas could not independently prohibit its projects.

The defendants disputed whether Blue Star’s interconnection application fell within the earlier arrangement or had itself been submitted to CFIUS. The appellate court did not treat the existence of federal oversight as sufficient to establish preemption.

The important distinction is between being subject to federal supervision and possessing a federally protected right to proceed notwithstanding state law. Even assuming federal authority over an associated transaction, GHAE still needed to identify a federal rule that displaced Texas’s separate restriction.

E. The safe harbor protects against specified federal action, not all regulation

GHAE also relied on the CFIUS safe-harbor language describing a transaction as able to proceed without subsequent suspension or prohibition under § 721. The courts read that protection as limited to the federal review regime it addresses.

Nothing in the cited language made clearance an exemption from state utility regulation or other independently applicable law. Consequently, a conclusion that a transaction may proceed under § 721 does not establish that it must be permitted under every other legal system.

F. Compatible security objectives supported coexistence

The court rejected GHAE’s argument that LSIPA necessarily frustrated a carefully calibrated federal balance among security, investment, and diplomacy. It found little in the cited statutory text demonstrating an affirmative congressional objective to preserve investment opportunities that states would otherwise prohibit.

Instead, it emphasized § 4565(l)(3)(A), concerning mitigation agreements and conditions, as evidence of a federal objective to address national-security threats. Texas’s effort to protect its grid pointed in the same direction. The court therefore treated LSIPA as an additional protective measure operating in a separate regulatory lane.

This is not a universal rule that stricter state security legislation always survives preemption. A more restrictive state rule can still conflict with a federal statute that affirmatively protects specified conduct, deliberately excludes it from sanctions, or assigns exclusive decision-making authority to federal officials. The court found no comparable federal command here.

G. CFIUS did not occupy the entire asserted field

Field preemption required evidence that Congress had left no room for supplementary state regulation, either through a sufficiently pervasive statutory system or a dominant federal interest demanding exclusivity.

The court found neither. CFIUS reviews defined transactions; its existence does not establish exclusive federal control over every foreign-owned business’s participation in state-regulated infrastructure. Nor does assigning authority to a nationally accountable executive process automatically exclude state law. If it did, ordinary federal agency regulation would routinely produce field preemption.

The opinion also relied on § 4565(i), which preserves other federal authorities. That provision matters to the court’s understanding of CFIUS as nonexclusive, but its wording preserves federal law. It is not an express state-law savings clause, and the commentary’s central conclusion should not depend on treating it as one.

Finally, the court refused to infer exclusivity from congressional silence. Although the opinion uses emphatic language about Congress speaking explicitly, its overall framework remains one of implied preemption: an express preemption clause is not invariably necessary, but clear evidence of displacement is.

5. Precedents Cited and Their Influence

A. The principal contrast: express federal calibration in sanctions and immigration law

Crosby v. Nat'l Foreign Trade Council, 530 U.S. 363 (2000)

Crosby v. Nat'l Foreign Trade Council was GHAE’s strongest analogy. There, federal Burma sanctions preempted a Massachusetts procurement restriction. The federal statute imposed sanctions while expressly giving the President authority to adjust or waive them. Massachusetts also penalized persons and conduct outside Congress’s specified sanctions framework, including conduct Congress had exempted or excluded.

GHAE argued that CFIUS similarly embodies a flexible federal calibration that categorical state prohibitions undermine. The Fifth Circuit distinguished the cases because GHAE identified no comparable federal text affirmatively protecting the participation LSIPA prohibited. In the court’s account, Crosby v. Nat'l Foreign Trade Council involved both concrete statutory interference and frustration of expressly delegated presidential discretion; the present case involved neither.

The distinction establishes an important limit: shared security objectives cannot save a state law that actually contradicts federal statutory choices. What defeated GHAE’s analogy was the absence of that demonstrated contradiction.

Arizona v. United States, 567 U.S. 387 (2012)

The court likewise distinguished Arizona v. United States. It explained that the invalidated Arizona provisions corresponded to identifiable features of federal immigration law: a federally occupied alien-registration field, a federal decision to sanction employers rather than impose the state’s proposed employee penalties, and federal arrest and enforcement arrangements that the state law obstructed.

The case therefore illustrated both field and conflict preemption grounded in particular federal arrangements. It did not establish that a broadly described national interest automatically excludes every related state measure. Unlike immigration registration, the CFIUS framework was not shown to occupy the entire field GHAE proposed.

B. Textual limits on obstacle preemption

Va. Uranium, Inc. v. Warren, 587 U.S. 761 (2019)

The lead opinion in Va. Uranium, Inc. v. Warren supplied the Fifth Circuit’s recurring warning against relying on a “brooding federal interest” or unenacted legislative aspirations. The relevant lesson was methodological: courts must identify preemptive force in federal law, not replace statutory analysis with their own assessment of desirable national policy. The cited language came from Justice Gorsuch’s lead opinion, a qualification the Fifth Circuit itself recognized.

Zyla Life Scis., L.L.C. v. Wells Pharma of Hous., L.L.C., 134 F.4th 326 (5th Cir. 2025)

This circuit precedent supplied the preemption taxonomy and the requirement to locate preemptive purpose in statutory text and structure. It also supported the proposition that states retain regulatory authority absent contradiction and that federal law may coexist with state enforcement of shared norms.

La Union del Pueblo Entero v. Abbott, 151 F.4th 273 (5th Cir. 2025)

The defendants invoked this decision for the proposition that federal purposes capable of displacing state law must be derived from enacted text. It reinforced the rejection of GHAE’s reliance on an asserted, broadly “calibrated” federal investment policy without a corresponding exclusionary statutory command.

Hines v. Davidowitz, 312 U.S. 52 (1941), and CSX Transp., Inc. v. Easterwood, 507 U.S. 658 (1993)

Hines v. Davidowitz supplied the familiar obstacle-preemption formulation: state law cannot obstruct accomplishment of Congress’s purposes and objectives. CSX Transp., Inc. v. Easterwood supplied the discipline that evidence of preemptive purpose must be sought in the federal provision’s text and structure. Read together, they permitted an objectives-based inquiry while constraining its evidentiary basis.

Chamber of Com. of the U.S. v. Whiting, 563 U.S. 582 (2011); Gade v. Nat'l Solid Wastes Mgmt. Ass'n, 505 U.S. 88 (1992); and Barrosse v. Huntington Ingalls, Inc., 70 F.4th 315 (5th Cir. 2023)

These authorities supported the high threshold for obstacle preemption and the prohibition on a “freewheeling” judicial inquiry into tension between state legislation and broad federal objectives. The relevant Gade v. Nat'l Solid Wastes Mgmt. Ass'n language came from Justice Kennedy’s separate opinion. Their combined influence was to keep the inquiry focused on congressional decisions rather than judicial policy balancing.

C. State sovereignty and the presumption against preemption

Gibbons v. Ogden, 22 U.S. (9 Wheat.) 1 (1824), and Oneok, Inc. v. Learjet, Inc., 575 U.S. 373 (2015), established the basic foundation: Congress possesses preemptive authority, exercisable expressly or implicitly. They frame the inquiry without themselves answering whether CFIUS exercises that authority against LSIPA.

Wyeth v. Levine, 555 U.S. 555 (2009), Medtronic, Inc. v. Lohr, 518 U.S. 470 (1996), and Marrache v. Bacardi U.S.A., Inc., 17 F.4th 1084 (11th Cir. 2021), appeared in the district court’s framework emphasizing congressional purpose and the traditional presumption against displacement of state police powers. The appellate opinion also cited Justice Thomas’s concurrence in Wyeth v. Levine concerning retained state sovereignty.

Parker v. Brown, 317 U.S. 341 (1943), supported the continued authority of states over local concerns on which Congress has not spoken. Deanda v. Becerra, 96 F.4th 750 (5th Cir. 2024), supplied the “clear and manifest purpose” standard and the high threshold applicable to preemption of traditional state regulation. Franks Inv. Co. v. Union Pac. R.R., 593 F.3d 404 (5th Cir. 2010) (en banc), reinforced the heightened presumption in areas traditionally reserved to states.

Egelhoff v. Egelhoff ex rel. Breiner, 532 U.S. 141 (2001), and Hillman v. Maretta, 569 U.S. 483 (2013), were cited for identifying traditionally state-regulated subject matter, including domestic relations and family-property law. Their relevance was illustrative, not an independent conclusion that traditional state regulation can never be preempted.

AbbVie, Inc. v. Murrill, 180 F.4th 747 (5th Cir. 2026), supported the proposition that preemption is not lightly presumed. AbbVie, Inc. v. Fitch, 152 F.4th 635 (5th Cir. 2025), and White Buffalo Ventures, LLC v. Univ. of Tex. at Austin, 420 F.3d 366 (5th Cir. 2005), supplied the court’s tie-breaking formulation that uncertainty about preemption favors the state.

D. Utility regulation as a traditional state function

New Orleans Pub. Serv., Inc. v. Council of City of New Orleans, 491 U.S. 350 (1989), and ERCOT v. Just Energy Tex., L.P. (In re Just Energy Grp., Inc.), 57 F.4th 241 (5th Cir. 2023), were central to the characterization of utility regulation as a particularly important state police-power function. These authorities supported treating interconnection security as more than an incidental state interest.

Texas v. EPA, 829 F.3d 405 (5th Cir. 2016), reinforced the distinctive position of Texas’s electricity grid. California v. Zook, 336 U.S. 725 (1949), supported coexistence between national regulation and state measures protecting inhabitants’ safety and welfare.

The defendants also cited NextEra Energy Cap. Holdings, Inc. v. Lake, 48 F.4th 306 (5th Cir. 2022), to emphasize Texas’s regulatory role in the intrastate ERCOT market. Its use here should not be mistaken for a ruling that every exclusionary electricity-market restriction satisfies other constitutional requirements.

E. Standards governing field preemption

Nat'l Press Photographers Ass'n v. McCraw, 90 F.4th 770 (5th Cir. 2024), supplied the principal circuit formulation: a federal scheme must be sufficiently pervasive to leave no room for supplementation, or the federal interest must be sufficiently dominant to exclude state laws on the same subject. It also established that field preemption is disfavored.

English v. Gen. Elec. Co., 496 U.S. 72 (1990), supplied both conflict- and field-preemption formulations and recognized that the categories overlap. Crystal Clear Special Util. Dist. v. Jackson, 142 F.4th 351 (5th Cir. 2025), reinforced that occupying a field means foreclosing state regulation throughout the relevant area.

Fla. Lime & Avocado Growers, Inc. v. Paul, 373 U.S. 132 (1963), and De Canas v. Bica, 424 U.S. 351 (1976), supplied the demanding requirements of an unambiguous congressional mandate and a clear purpose completely to oust state power. City of El Cenizo v. Texas, 890 F.3d 164 (5th Cir. 2018), counseled hesitation before inferring field preemption and supported defining the relevant field narrowly.

Kansas v. Garcia, 589 U.S. 191 (2020), supported the observation that field preemption is rare. The opinion separately referenced Justice Thomas’s concurrence questioning purposes-and-objectives preemption. That concurrence informed the methodological discussion, but the Fifth Circuit still applied obstacle-preemption doctrine rather than declaring it unavailable.

F. Regulatory gaps and concurrent authority

O'Melveny & Myers v. FDIC, 512 U.S. 79 (1994), and AbbVie, Inc. v. Fitch supported the argument that matters left unaddressed in a federal statutory scheme ordinarily remain subject to state law. This principle was important to rejecting the claim that federal nonprohibition necessarily amounts to an affirmative right against state restriction.

R.J. Reynolds Tobacco Co. v. Durham Cnty., 479 U.S. 130 (1986), appeared through the Attorney General’s argument that contemplation of concurrent state regulation weighs against field preemption. It supported coexistence as a permissible structural reading rather than proving an express state-law savings clause in § 721.

Am. Ins. Ass'n v. Garamendi, 539 U.S. 396 (2003), informed the assessment of the strength of the state interest and the seriousness of conflict required. The defendants distinguished its express federal-policy conflict from the absence of a comparably identified conflict here. Its discussion did not revive the separate dormant foreign-affairs issue that GHAE declined to appeal.

G. The closest supporting analogies

AbbVie, Inc. v. Murrill, 166 F.4th 528 (5th Cir. 2026)

The court relied directly on this decision rejecting a field-preemption challenge to Louisiana legislation protecting delivery of discounted 340B drugs to contract pharmacies. The federal drug program showed no clear and manifest intent to exclude state regulation of distribution and pharmacies. The analogy was structural: a specialized federal program does not automatically occupy the broader commercial setting in which it operates.

Shen v. Comm'r, Fla. Dep't of Agric. & Consumer Servs., 158 F.4th 1227 (11th Cir. 2025)

This was the closest cited foreign-investment analogue. The Eleventh Circuit had rejected a § 721-based field-preemption challenge to Florida restrictions on land ownership by specified foreign persons, including persons associated with China. The Fifth Circuit treated that decision as persuasive support for rejecting the contention that CFIUS occupies all foreign-investment regulation. The citation concerns the identified preemption issue, not blanket approval of every constitutional feature of such legislation.

Nat'l Pork Producers Council v. Ross, 598 U.S. 356 (2023)

The opinion’s final analogy invoked California’s livestock-welfare regulation to illustrate that state economic regulation can survive despite broader commercial consequences. Because that case concerned a different constitutional framework, it functions as an illustration of state regulatory space, not a direct holding about CFIUS field preemption.

H. The district court decision under review

GH Am. Energy LLC v. Vegas, 815 F. Supp. 3d 537 (W.D. Tex. 2025), supplied the analysis affirmed on appeal: traditional state utility authority, limited federal transactional jurisdiction, a narrow understanding of the CFIUS safe harbor, and the absence of congressional intent to exclude supplementary state regulation.

6. Impact and Limits

Practical consequences for foreign-invested infrastructure projects

The decision makes federal and state compliance separate inquiries. An investor cannot assume that a CFIUS mitigation agreement, concluded review, or continuing federal supervision resolves eligibility for state permits, interconnection agreements, or access to critical infrastructure.

For project planning and diligence, the immediate lesson is to assess ownership restrictions and infrastructure-access rules independently of federal national-security clearance. Federal review may resolve one obstacle without removing another.

Consequences for future preemption litigation

Future challengers in the Fifth Circuit will need transaction-specific and provision-specific arguments. Stronger claims would identify a federal entitlement, an express exemption, a deliberately exclusive decision-making mechanism, or a concrete incompatibility between state restrictions and federal commands. Broad assertions about national uniformity or favorable treatment of foreign investment are unlikely to suffice.

The decision also strengthens states’ arguments for supplementary security measures when the regulated activity lies within traditional utility or public-safety authority. Its reasoning may influence disputes involving other critical infrastructure, although the validity of any particular measure will depend on its text, operation, and relationship to the applicable federal scheme.

Important boundaries

• No universal approval of nationality-based restrictions: equal protection and the abandoned Commerce Clause theory were not decided on appeal.
• No resolution of the separate dormant foreign-affairs challenge: GHAE did not pursue that issue.
• No categorical rule that CFIUS can never preempt state law: a different statute, transaction, or federal directive could present the concrete conflict missing here.
• No automatic immunity for stricter state regulation: greater protection can still be preempted when Congress has enacted a contrary rule or occupied the field.
• No transformation of federal savings language into a state-law guarantee: § 4565(i) expressly addresses other federal authority.

A point of analytical tension

The opinion places substantial weight on the shared security purposes of CFIUS and LSIPA. Yet common ultimate objectives do not always establish legal compatibility: Congress may select flexibility, exemptions, or exclusive federal judgment as the means of achieving security. The court’s distinction of Crosby v. Nat'l Foreign Trade Council acknowledges that possibility.

Accordingly, the decision is strongest when read as a conclusion about the absence of an identified conflicting federal choice in this case, rather than a general proposition that state prohibitions necessarily reinforce federal negotiating power or national-security policy.

7. Complex Concepts Simplified

Preemption

Federal law displaces state law when Congress has validly required that result, expressly or through the operation of the federal scheme.

Conflict preemption

A state rule must yield when it contradicts federal law. The dispute here concerned whether Texas obstructed federally enacted objectives, not whether obeying both laws was physically impossible.

Obstacle preemption

A form of conflict preemption asking whether state law frustrates Congress’s enacted objectives. Under this opinion, general policy disagreement is insufficient; the obstruction must be tied to federal text and structure.

Field preemption

Congress has reserved an entire regulatory area to federal authority, leaving no room even for compatible state rules. The court found that CFIUS does not occupy the broad field GHAE proposed.

Police powers

States’ traditional authority to protect health, safety, and welfare. Regulating utility access and electricity-system security falls within that authority, subject to constitutional and federal-law limits.

Covered transaction

A transaction fitting CFIUS’s statutory jurisdiction. Foreign ownership alone does not make every contract or expenditure a covered transaction.

Mitigation agreement

An arrangement imposing conditions to address identified national-security risks. It does not necessarily authorize conduct prohibited by independently applicable state law.

Safe harbor

Protection against specified further action under the federal review framework—not a general exemption from all other legal requirements.

Greenfield investment

Creating a new business or facility rather than acquiring an existing business. Such activity is not automatically a covered control transaction, although other jurisdictional grounds may require separate analysis.

8. Conclusion

GH America v. Fohn preserves Texas’s ability to enforce LSIPA against the asserted CFIUS-based preemption challenge. The Fifth Circuit found neither a concrete statutory conflict nor congressional occupation of the broader foreign-investment field.

The central takeaway is straightforward: CFIUS review is not a universal federal license to proceed notwithstanding state infrastructure law. The decision protects supplementary state regulation while leaving open challenges based on different federal commands, different transactions, or constitutional theories not presented on appeal.