President Trump Orders HieFo Corporation to Divest EMCORE Corporation Chip and Wafer Fabrication Assets

On January 2, 2026, President Donald Trump issued an Order (the “Order”) requiring HieFo Corporation (“HieFo”), a Delaware entity co-founded by Dr. Genzao Zhang and Harry Moore, to unwind its 2024 acquisition of certain assets (the “Assets”) of EMCORE Corporation (“EMCORE”), a New Jersey corporation. While HieFo is a US company, according to the Order, it is “controlled by a citizen of the People’s Republic of China” and, therefore, is a foreign person, making its acquisition of the Assets subject to the jurisdiction of the Committee on Foreign Investment in the United States (“CFIUS”).

The Order is a rare requirement for a foreign investor to divest its acquisition of a US business and underscores the sensitivity with which the Trump Administration views the Assets and the potential national security risk associated with their acquisition by EMCORE.

The Acquisition and Risks Identified

According to EMCORE’s website, it is “the leading independent provider of advanced inertial navigation products serving the aerospace & defense, commercial and industrial markets” and “a pioneer and leading innovator of fiber optic, ring laser gyro, and MEMS technologies for a broad range of navigation applications.” In April 2024, EMCORE announced the consummation of the sale of its “[c]hips business and indium phosphide (InP) wafer fabrication operations for a total purchase price of $2.92 million” to HieFo. The $2.92 million included $1 million in liabilities. In the same announcement, EMCORE described the subject Assets as its “non-core discontinued Chips business line, including the assets used in [its] InP wafer fabrication operations” in California. The Assets included “equipment, contracts, intellectual property and inventory.”

As described in the US Department of the Treasury’s press release, also issued January 2, the parties failed to file the transaction with CFIUS prior to closing, and they only filed “after CFIUS’s non-notified team investigated the transaction.” In its review and investigation, CFIUS identified national security risks relating to (1) “potential access to EMCORE’s intellectual property, proprietary know-how, and expertise,” and (2) “the potential diversion of supply of indium phosphide chips manufactured by the EMCORE Digital Chips Business away from the United States.”

The Order is intended to address these risks by requiring the divestment of all of HieFo’s interests and rights in the Assets.

Divestment Requirements

Pursuant to the Order, the divestment must occur within 180 calendar days after the date of the Order, unless that date is extended by CFIUS, and includes all interest and rights in the Assets, wherever located (including, without limitation, “contracts, inventory, tangible property, parts, fixed assets, accounts receivable, permits, real property leased or owned by EMCORE Corporation, and intellectual property”). In addition, as of January 2, and until the divestment is completed, HieFo is prohibited from granting any access to the Assets “or any non-public technical information, information technology systems, products, parts and components, books and records, or facilities in the United States of the” Assets “to any persons who are not personnel of HieFo,” unless approved by CFIUS in writing. HieFo must also enact policies and procedures to “ensure that the access prohibited under this subsection does not occur.”

Under the Order, CFIUS is authorized to “implement measures it deems necessary and appropriate to verify and enforce” the Order, including the ability to (1) impose conditions or implement measures as necessary to mitigate the national security risk arising from the Transaction, (2) object to intended purchasers, (3) inspect and copy HieFo or its Affiliates’ books and records, (4) “inspect or audit any information systems, networks, hardware, software, data, records, communications, or property in the possession or under the control of HieFo or its Affiliates,” and (5) “interview officers, employees, or agents of HieFo, or its Affiliates.”

Takeaways

This Order reiterates the Trump Administration’s commitment to its America First Investment Policy (see our coverage of that policy), particularly as it relates to Chinese foreign investment, as well as the Administration’s willingness to use all tools at its disposal to further this Policy, including its broad authority under CFIUS to review already-closed transactions. Foreign investors should carefully review future transactions to determine whether CFIUS might have jurisdiction over the transaction and, if so, consider whether to make a pre-transaction filing to CFIUS to avoid risks associated with a CFIUS-initiated review,