II 

115TH CONGRESS 

1ST SESSION S. 1983 

To establish a process to review foreign investment to determine the economic 

effect of the investment on the United States, and for other purposes. 

IN THE SENATE OF THE UNITED STATES 

OCTOBER 18, 2017 

Mr. BROWN (for himself and Mr. GRASSLEY) introduced the following bill; 

which was read twice and referred to the Committee on Finance 

A BILL 

To establish a process to review foreign investment to determine the economic effect of the investment on the United 

States, and for other purposes. 

1 Be it enacted by the Senate and House of Representa2 tives of the United States of America in Congress assembled, 

3 SECTION 1. SHORT TITLE. 

4 This Act may be cited as the ‘‘United States Foreign 

5 Investment Review Act of 2017’’. 

6 SEC. 2. AUTHORITY TO REVIEW TRANSACTIONS FOR ECO7 NOMIC EFFECT ON THE UNITED STATES. 

8 (a) IN GENERAL.—The Trade Act of 1974 (19 

9 U.S.C. 2102 et seq.) is amended by adding at the end 

10 the following: 


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1 ‘‘TITLE X—AUTHORITY TO RE2 VIEW TRANSACTIONS FOR 

3 ECONOMIC EFFECT ON THE 

4 UNITED STATES 

5 ‘‘SEC. 1001. DEFINITIONS. 

6 ‘‘In this title: 

7 ‘‘(1) CONTROL.—The term ‘control’ means the 

8 power, whether direct or indirect and whether or not 

9 exercised, through the ownership of a majority or a 

10 dominant minority of the total outstanding voting 

11 interest in an entity, representation on the board of 

12 directors of an entity, proxy voting on the board of 

13 directors of an entity, a special share in the entity, 

14 a contractual arrangement with the entity, a formal 

15 or informal arrangement to act in concert with an 

16 entity, or any other means, to determine, direct, 

17 make decisions, or cause decisions to be made, with 

18 respect to important matters affecting the entity. 

19 ‘‘(2) COVERED TRANSACTION.—The term ‘cov20 ered transaction’ means any merger, acquisition, 

21 takeover, or investment, or the establishment of a 

22 new entity, by or with any person, that— 

23 ‘‘(A) is proposed or pending after the date 

24 of the enactment of the United States Foreign 

25 Investment Review Act of 2017; and 


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1 ‘‘(B) could result in foreign control of any 

2 person that— 

3 ‘‘(i) is engaged in interstate commerce 

4 in the United States; and 

5 ‘‘(ii)(I) in the case of a transaction in6 volving a state-owned enterprise, is valued 

7 at $50,000,000 or more; and 

8 ‘‘(II) in the case of any other trans9 action, is valued at $1,000,000,000 or 

10 more. 

11 ‘‘(3) PERSON.—The term ‘person’ means an in12 dividual or entity. 

13 ‘‘(4) SECRETARY.—The term ‘Secretary’ means 

14 the Secretary of Commerce. 

15 ‘‘(5) STATE-OWNED ENTERPRISE.—The term 

16 ‘state-owned enterprise’ means— 

17 ‘‘(A) an entity that is owned by, controlled 

18 by, or under the influence of, a national, provin19 cial, or local government in a foreign country or 

20 an agency of such a government; or 

21 ‘‘(B) an individual acting under the direc22 tion or the influence of a government or agency 

23 described in subparagraph (A). 


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1 ‘‘SEC. 1002. AUTHORITY TO REVIEW TRANSACTIONS FOR 

2 ECONOMIC EFFECT ON THE UNITED STATES. 

3 ‘‘(a) MANDATORY NOTIFICATION BY PARTIES.— 

4 Each party to a covered transaction shall submit a written 

5 notification of the transaction to the Secretary. 

6 ‘‘(b) REVIEW.— 

7 ‘‘(1) IN GENERAL.—Upon receiving written no8 tification of a covered transaction under subsection 

9 (a), the Secretary shall— 

10 ‘‘(A) review the transaction to determine 

11 the economic effect of the transaction on the 

12 United States, based on the factors described in 

13 subsection (d); and 

14 ‘‘(B) based on the results of the review, 

15 take appropriate action under subsection (c) 

16 with respect to the transaction. 

17 ‘‘(2) UNILATERAL INITIATION OF REVIEW.— 

18 The Secretary may initiate a review under para19 graph (1) of a covered transaction for which written 

20 notification is not submitted under subsection (a). 

21 ‘‘(3) INITIATION OF REVIEW BY REQUEST FROM

22 CONGRESS.—The Secretary shall initiate a review 

23 under paragraph (1) of a covered transaction (deter24 mined without regard to the value of the transaction 

25 under section 1001(2)(B)(ii)) if the chairperson and 

26 the ranking member of the Committee on Finance of 


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1 the Senate or the Committee on Ways and Means of 

2 the House of Representatives requests the Secretary 

3 to review the transaction. 

4 ‘‘(4) NOTIFICATION TO UNITED STATES TRADE

5 REPRESENTATIVE.—Upon receiving a written notifi6 cation of a transaction under subsection (a) or initi7 ating a review of a transaction under paragraph (2) 

8 or (3), as the case may be, the Secretary shall notify 

9 the United States Trade Representative. 

10 ‘‘(c) ACTION.— 

11 ‘‘(1) ACTION AFTER INITIAL REVIEW.—Not 

12 later than 15 days after receiving a written notifica13 tion of a transaction under subsection (a) or initi14 ating a review of a transaction under paragraph (2) 

15 or (3) of subsection (b), as the case may be, the Sec16 retary shall— 

17 ‘‘(A) approve the transaction; or 

18 ‘‘(B) inform the parties to the transaction 

19 that the Secretary requires additional time to 

20 conduct a more thorough review of the trans21 action. 

22 ‘‘(2) ACTION AFTER EXTENDED REVIEW.— 

23 ‘‘(A) IN GENERAL.—Subject to subpara24 graph (B), if the Secretary informs the parties 

25 to a transaction under paragraph (1)(B) that 


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1 the Secretary requires additional time to con2 duct a more thorough review, the Secretary 

3 shall, not later than 45 days after receiving the 

4 written notification of the transaction under 

5 subsection (a) or initiating a review of the 

6 transaction under paragraph (2) or (3) of sub7 section (b), as the case may be— 

8 ‘‘(i) complete that review; and 

9 ‘‘(ii) approve the transaction, prohibit 

10 the transaction, or require the parties to 

11 the transaction to modify the transaction 

12 and resubmit the modified transaction to 

13 the Secretary for review under this section. 

14 ‘‘(B) EXTENSION OF DEADLINE.—The 

15 Secretary may extend the deadline under sub16 paragraph (A) with respect to the review of a 

17 transaction by not more than 15 days. 

18 ‘‘(3) CASES OF INACCURATE OR INADEQUATE

19 INFORMATION.—The Secretary may prohibit a trans20 action under this subsection if the Secretary deter21 mines that any party to the transaction provides to 

22 the Secretary inaccurate or inadequate information 

23 in response to inquiries of the Secretary as part of 

24 a review of the transaction under subsection (b). 


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1 ‘‘(4) PUBLIC AVAILABILITY OF DECISION.— 

2 Each decision under this subsection to approve, pro3 hibit, or allow for modification of a transaction, and 

4 a justification for each such decision, shall be made 

5 available to the public. 

6 ‘‘(d) FACTORS TO BE CONSIDERED.—In taking ac7 tion with respect to a transaction under subsection (c), 

8 the Secretary shall consider any economic factors the Sec9 retary considers relevant, including— 

10 ‘‘(1) the long-term strategic economic interests 

11 of the United States; 

12 ‘‘(2) the history of distortive trade practices in 

13 each country in which a foreign party to the trans14 action is domiciled, as informed by the report of the 

15 United States Trade Representative required by sub16 section (h); 

17 ‘‘(3) control and ownership of each foreign per18 son that is a party to the transaction; 

19 ‘‘(4) impact on the domestic industry, taking 

20 into consideration any pattern of foreign investment 

21 in the domestic industry; and 

22 ‘‘(5) any other factors the Secretary considers 

23 appropriate. 

24 ‘‘(e) PUBLIC COMMENTS.—The Secretary shall— 


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1 ‘‘(1) make available to the public each written 

2 notification of a covered transaction submitted under 

3 subsection (a) and notify the public if the Secretary 

4 initiates a review under paragraph (2) or (3) of sub5 section (b) with respect to a transaction; and 

6 ‘‘(2) in the case of a transaction that the Sec7 retary determines under subsection (c)(1)(B) re8 quires additional time for review, provide a period 

9 for public comment on the transaction of not more 

10 than 10 days. 

11 ‘‘(f) CONSULTATIONS.—The Secretary shall consult 

12 with the heads of such other Federal agencies (or the des13 ignees of such heads) in any review under this section as 

14 the Secretary determines to be appropriate, on the basis 

15 of the facts and circumstances of the transaction under 

16 review. 

17 ‘‘(g) REQUEST FOR ASSISTANCE FROM INTER18 NATIONAL TRADE COMMISSION.—The Secretary may re19 quest assistance from the United States International 

20 Trade Commission with respect to any of the analysis 

21 needed to conduct a review of a transaction under this 

22 section. 

23 ‘‘(h) REPORT BY UNITED STATES TRADE REP24 RESENTATIVE.—Not later than 10 days after the Sec25 retary receives a written notification of a transaction 


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1 under subsection (a) or initiates a review of a transaction 

2 under paragraph (2) or (3) of subsection (b), as the case 

3 may be, the United States Trade Representative shall sub4 mit to the Secretary a report with respect to the trans5 action that includes, with respect to any country in which 

6 a party to the transaction is domiciled— 

7 ‘‘(1) a description of the history of and current 

8 issues affecting the trading relationship between the 

9 United States and that country; 

10 ‘‘(2) an assessment of the extent to which that 

11 trading relationship is reciprocal; and 

12 ‘‘(3) information relevant to that country from 

13 annual reports of the Office of the United States 

14 Trade Representative, including— 

15 ‘‘(A) the National Trade Estimate under 

16 section 181(b); 

17 ‘‘(B) the report required by section 182 

18 (commonly referred to as the ‘Special 301 Re19 port’); and 

20 ‘‘(C) the report on trade enforcement pri21 orities required by section 310. 

22 ‘‘(i) COORDINATION WITH COMMITTEE ON FOREIGN

23 INVESTMENT IN THE UNITED STATES.— 

24 ‘‘(1) IN GENERAL.—In the case of a transaction 

25 undergoing review under this section and section 


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1 721 of the Defense Production Act of 1950 (50 

2 U.S.C. 4565), the Secretary shall coordinate with 

3 the Secretary of the Treasury with respect to those 

4 reviews. 

5 ‘‘(2) REVIEW OF NATIONAL SECURITY CON6 CERNS.—Review of any threat posed by a trans7 action to the national security of the United States 

8 shall be conducted by the Committee on Foreign In9 vestment in the United States under section 721 of 

10 the Defense Production Act of 1950 and not under 

11 this section. 

12 ‘‘SEC. 1003. ANNUAL REPORT ON TRANSACTIONS RE13 VIEWED. 

14 ‘‘Not later than one year after the date of the enact15 ment of the United States Foreign Investment Review Act 

16 of 2017, and annually thereafter, the Secretary shall sub17 mit to Congress a report on transactions reviewed under 

18 section 1002 that includes— 

19 ‘‘(1) a summary of the results of the trans20 actions reviewed by the Secretary, including— 

21 ‘‘(A) how many of such reviews were com22 pleted in the 15-day period provided for under 

23 section 1002(c)(1) and how many of such re24 views required longer to complete; and 


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1 ‘‘(B) how many of such transactions were 

2 prohibited; and 

3 ‘‘(2) an analysis of foreign direct investment by 

4 industrial sectors, by country of investor, and by 

5 type of transaction. 

6 ‘‘SEC. 1004. PROHIBITION ON USE OF TAXPAYER DOLLARS 

7 TO ENCOURAGE INVESTMENT IN THE UNITED 

8 STATES BY CERTAIN STATE-OWNED ENTER9 PRISES. 

10 ‘‘No funds may be obligated or expended in any fiscal 

11 year by the head of any Federal agency to encourage in12 vestment in the United States by any state-owned enter13 prise that does not operate according to market consider14 ations. 

15 ‘‘SEC. 1005. CONSISTENCY WITH OBLIGATIONS UNDER 

16 INTERNATIONAL AGREEMENTS. 

17 ‘‘This title shall be applied in a manner consistent 

18 with the obligations of the United States under inter19 national agreements. 

20 ‘‘SEC. 1006. REGULATIONS. 

21 ‘‘Not later than 270 days after the date of the enact22 ment of the United States Foreign Investment Review Act 

23 of 2017, the Secretary of Commerce shall issue regulations 

24 to carry out this title.’’. 


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1 (b) CLERICAL AMENDMENT.—The table of contents 

2 for the Trade Act of 1974 is amended by adding at the 

3 end the following: 

‘‘TITLE X—AUTHORITY TO REVIEW TRANSACTIONS FOR 

ECONOMIC EFFECT ON THE UNITED STATES 

‘‘Sec. 1001. Definitions. 

‘‘Sec. 1002. Authority to review transactions for economic effect on the United 

States. 

‘‘Sec. 1003. Annual report on transactions reviewed. 

‘‘Sec. 1004. Prohibition on use of taxpayer dollars to encourage investment in 

the United States by certain state-owned enterprises. 

‘‘Sec. 1005. Consistency with obligations under international agreements. 

‘‘Sec. 1006. Regulations.’’. 

Æ 


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