In the Senate of the United States,

June 29, 2007.

Resolved, That the bill from the House of Representatives (H.R. 556) entitled ‘‘An Act to ensure national security

while promoting foreign investment and the creation and

maintenance of jobs, to reform the process by which such investments are examined for any effect they may have on national security, to establish the Committee on Foreign Investment in the United States, and for other purposes.’’, do pass

with the following

AMENDMENT:

Strike out all after the enacting clause and insert:

1 SECTION 1. SHORT TITLE; TABLE OF CONTENTS.

2 (a) SHORT TITLE.—This Act may be cited as the ‘‘For3 eign Investment and National Security Act of 2007’’.

4 (b) TABLE OF CONTENTS.—The table of contents for

5 this Act is as follows:

Sec. 1. Short title; table of contents.

Sec. 2. United States security improvement amendments; clarification of review

and investigation process.

Sec. 3. Statutory establishment of the Committee on Foreign Investment in the

United States.

Sec. 4. Additional factors for consideration.
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Sec. 5. Mitigation, tracking, and postconsummation monitoring and enforcement.

Sec. 6. Action by the President.

Sec. 7. Increased oversight by Congress.

Sec. 8. Certification of notices and assurances.

Sec. 9. Regulations.

Sec. 10. Effect on other law.

Sec. 11. Clerical amendments

Sec. 12. Effective date.

1 SEC. 2. UNITED STATES SECURITY IMPROVEMENT AMEND2 MENTS; CLARIFICATION OF REVIEW AND IN3 VESTIGATION PROCESS.

4 Section 721 of the Defense Production Act of 1950 (50

5 U.S.C. App. 2170) is amended by striking subsections (a)

6 and (b) and inserting the following:

7 ‘‘(a) DEFINITIONS.—For purposes of this section, the

8 following definitions shall apply:

9 ‘‘(1) COMMITTEE; CHAIRPERSON.—The terms

10 ‘Committee’ and ‘chairperson’ mean the Committee on

11 Foreign Investment in the United States and the

12 chairperson thereof, respectively.

13 ‘‘(2) CONTROL.—The term ‘control’ has the

14 meaning given to such term in regulations which the

15 Committee shall prescribe.

16 ‘‘(3) COVERED TRANSACTION.—The term ‘covered

17 transaction’ means any merger, acquisition, or take18 over that is proposed or pending after August 23,

19 1988, by or with any foreign person which could re20 sult in foreign control of any person engaged in inter21 state commerce in the United States.
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1 ‘‘(4) FOREIGN GOVERNMENT-CONTROLLED

2 TRANSACTION.—The term ‘foreign government-con3 trolled transaction’ means any covered transaction

4 that could result in the control of any person engaged

5 in interstate commerce in the United States by a for6 eign government or an entity controlled by or acting

7 on behalf of a foreign government.

8 ‘‘(5) CLARIFICATION.—The term ‘national secu9 rity’ shall be construed so as to include those issues

10 relating to ‘homeland security’, including its applica11 tion to critical infrastructure.

12 ‘‘(6) CRITICAL INFRASTRUCTURE.—The term

13 ‘critical infrastructure’ means, subject to rules issued

14 under this section, systems and assets, whether phys15 ical or virtual, so vital to the United States that the

16 incapacity or destruction of such systems or assets

17 would have a debilitating impact on national secu18 rity.

19 ‘‘(7) CRITICAL TECHNOLOGIES.—The term ‘crit20 ical technologies’ means critical technology, critical

21 components, or critical technology items essential to

22 national defense, identified pursuant to this section,

23 subject to regulations issued at the direction of the

24 President, in accordance with subsection (h).
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1 ‘‘(8) LEAD AGENCY.—The term ‘lead agency’

2 means the agency, or agencies, designated as the lead

3 agency or agencies pursuant to subsection (k)(5) for

4 the review of a transaction.

5 ‘‘(b) NATIONAL SECURITY REVIEWS AND INVESTIGA6 TIONS.—

7 ‘‘(1) NATIONAL SECURITY REVIEWS.—

8 ‘‘(A) IN GENERAL.—Upon receiving written

9 notification under subparagraph (C) of any cov10 ered transaction, or pursuant to a unilateral no11 tification initiated under subparagraph (D) with

12 respect to any covered transaction, the President,

13 acting through the Committee—

14 ‘‘(i) shall review the covered trans15 action to determine the effects of the trans16 action on the national security of the

17 United States; and

18 ‘‘(ii) shall consider the factors specified

19 in subsection (f) for such purpose, as appro20 priate.

21 ‘‘(B) CONTROL BY FOREIGN GOVERN22 MENT.—If the Committee determines that the

23 covered transaction is a foreign government-con24 trolled transaction, the Committee shall conduct
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1 an investigation of the transaction under para2 graph (2).

3 ‘‘(C) WRITTEN NOTICE.—

4 ‘‘(i) IN GENERAL.—Any party or par5 ties to any covered transaction may initiate

6 a review of the transaction under this para7 graph by submitting a written notice of the

8 transaction to the Chairperson of the Com9 mittee.

10 ‘‘(ii) WITHDRAWAL OF NOTICE.—No

11 covered transaction for which a notice was

12 submitted under clause (i) may be with13 drawn from review, unless a written request

14 for such withdrawal is submitted to the

15 Committee by any party to the transaction

16 and approved by the Committee.

17 ‘‘(iii) CONTINUING DISCUSSIONS.—A

18 request for withdrawal under clause (ii)

19 shall not be construed to preclude any party

20 to the covered transaction from continuing

21 informal discussions with the Committee or

22 any member thereof regarding possible re23 submission for review pursuant to this

24 paragraph.
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1 ‘‘(D) UNILATERAL INITIATION OF RE2 VIEW.—Subject to subparagraph (F), the Presi3 dent or the Committee may initiate a review

4 under subparagraph (A) of—

5 ‘‘(i) any covered transaction;

6 ‘‘(ii) any covered transaction that has

7 previously been reviewed or investigated

8 under this section, if any party to the

9 transaction submitted false or misleading

10 material information to the Committee in

11 connection with the review or investigation

12 or omitted material information, including

13 material documents, from information sub14 mitted to the Committee; or

15 ‘‘(iii) any covered transaction that has

16 previously been reviewed or investigated

17 under this section, if—

18 ‘‘(I) any party to the transaction

19 or the entity resulting from consumma20 tion of the transaction intentionally

21 materially breaches a mitigation agree22 ment or condition described in sub23 section (l)(1)(A);

24 ‘‘(II) such breach is certified to

25 the Committee by the lead department
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1 or agency monitoring and enforcing

2 such agreement or condition as an in3 tentional material breach; and

4 ‘‘(III) the Committee determines

5 that there are no other remedies or en6 forcement tools available to address

7 such breach.

8 ‘‘(E) TIMING.—Any review under this para9 graph shall be completed before the end of the 30-

10 day period beginning on the date of the accept11 ance of written notice under subparagraph (C)

12 by the chairperson, or beginning on the date of

13 the initiation of the review in accordance with

14 subparagraph (D), as applicable.

15 ‘‘(F) LIMIT ON DELEGATION OF CERTAIN

16 AUTHORITY.—The authority of the Committee to

17 initiate a review under subparagraph (D) may

18 not be delegated to any person, other than the

19 Deputy Secretary or an appropriate Under Sec20 retary of the department or agency represented

21 on the Committee.

22 ‘‘(2) NATIONAL SECURITY INVESTIGATIONS.—

23 ‘‘(A) IN GENERAL.—In each case described

24 in subparagraph (B), the Committee shall imme25 diately conduct an investigation of the effects of
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1 a covered transaction on the national security of

2 the United States, and take any necessary ac3 tions in connection with the transaction to pro4 tect the national security of the United States.

5 ‘‘(B) APPLICABILITY.—Subparagraph (A)

6 shall apply in each case in which—

7 ‘‘(i) a review of a covered transaction

8 under paragraph (1) results in a deter9 mination that—

10 ‘‘(I) the transaction threatens to

11 impair the national security of the

12 United States and that threat has not

13 been mitigated during or prior to the

14 review of a covered transaction under

15 paragraph (1);

16 ‘‘(II) the transaction is a foreign

17 government-controlled transaction; or

18 ‘‘(III) the transaction would re19 sult in control of any critical infra20 structure of or within the United

21 States by or on behalf of any foreign

22 person, if the Committee determines

23 that the transaction could impair na24 tional security, and that such impair25 ment to national security has not been
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1 mitigated by assurances provided or

2 renewed with the approval of the Com3 mittee, as described in subsection (l),

4 during the review period under para5 graph (1); or

6 ‘‘(ii) the lead agency recommends, and

7 the Committee concurs, that an investiga8 tion be undertaken.

9 ‘‘(C) TIMING.—Any investigation under

10 subparagraph (A) shall be completed before the

11 end of the 45-day period beginning on the date

12 on which the investigation commenced.

13 ‘‘(D) EXCEPTION.—

14 ‘‘(i) IN GENERAL.—Notwithstanding

15 subparagraph (B)(i), an investigation of a

16 foreign government-controlled transaction

17 described in subclause (II) of subparagraph

18 (B)(i) or a transaction involving critical

19 infrastructure described in subclause (III)

20 of subparagraph (B)(i) shall not be required

21 under this paragraph, if the Secretary of

22 the Treasury and the head of the lead agen23 cy jointly determine, on the basis of the re24 view of the transaction under paragraph
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1 (1), that the transaction will not impair the

2 national security of the United States.

3 ‘‘(ii) NONDELEGATION.—The authority

4 of the Secretary or the head of an agency

5 referred to in clause (i) may not be dele6 gated to any person, other than the Deputy

7 Secretary of the Treasury or the deputy

8 head (or the equivalent thereof) of the lead

9 agency, respectively.

10 ‘‘(E) GUIDANCE ON CERTAIN TRANSACTIONS

11 WITH NATIONAL SECURITY IMPLICATIONS.—The

12 Chairperson shall, not later than 180 days after

13 the effective date of the Foreign Investment and

14 National Security Act of 2007, publish in the

15 Federal Register guidance on the types of trans16 actions that the Committee has reviewed and

17 that have presented national security consider18 ations, including transactions that may con19 stitute covered transactions that would result in

20 control of critical infrastructure relating to

21 United States national security by a foreign gov22 ernment or an entity controlled by or acting on

23 behalf of a foreign government.

24 ‘‘(3) CERTIFICATIONS TO CONGRESS.—
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1 ‘‘(A) CERTIFIED NOTICE AT COMPLETION OF

2 REVIEW.—Upon completion of a review under

3 subsection (b) that concludes action under this

4 section, the chairperson and the head of the lead

5 agency shall transmit a certified notice to the

6 members of Congress specified in subparagraph

7 (C)(iii).

8 ‘‘(B) CERTIFIED REPORT AT COMPLETION

9 OF INVESTIGATION.—As soon as is practicable

10 after completion of an investigation under sub11 section (b) that concludes action under this sec12 tion, the chairperson and the head of the lead

13 agency shall transmit to the members of Congress

14 specified in subparagraph (C)(iii) a certified

15 written report (consistent with the requirements

16 of subsection (c)) on the results of the investiga17 tion, unless the matter under investigation has

18 been sent to the President for decision.

19 ‘‘(C) CERTIFICATION PROCEDURES.—

20 ‘‘(i) IN GENERAL.—Each certified no21 tice and report required under subpara22 graphs (A) and (B), respectively, shall be

23 submitted to the members of Congress speci24 fied in clause (iii), and shall include—
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1 ‘‘(I) a description of the actions

2 taken by the Committee with respect to

3 the transaction; and

4 ‘‘(II) identification of the deter5 minative factors considered under sub6 section (f).

7 ‘‘(ii) CONTENT OF CERTIFICATION.—

8 Each certified notice and report required

9 under subparagraphs (A) and (B), respec10 tively, shall be signed by the chairperson

11 and the head of the lead agency, and shall

12 state that, in the determination of the Com13 mittee, there are no unresolved national se14 curity concerns with the transaction that is

15 the subject of the notice or report.

16 ‘‘(iii) MEMBERS OF CONGRESS.—Each

17 certified notice and report required under

18 subparagraphs (A) and (B), respectively,

19 shall be transmitted—

20 ‘‘(I) to the Majority Leader and

21 the Minority Leader of the Senate;

22 ‘‘(II) to the chair and ranking

23 member of the Committee on Banking,

24 Housing, and Urban Affairs of the

25 Senate and of any committee of the
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1 Senate having oversight over the lead

2 agency;

3 ‘‘(III) to the Speaker and the Mi4 nority Leader of the House of Rep5 resentatives;

6 ‘‘(IV) to the chair and ranking

7 member of the Committee on Financial

8 Services of the House of Representa9 tives and of any committee of the

10 House of Representatives having over11 sight over the lead agency; and

12 ‘‘(V) with respect to covered trans13 actions involving critical infrastruc14 ture, to the members of the Senate from

15 the State in which the principal place

16 of business of the acquired United

17 States person is located, and the mem18 ber from the Congressional District in

19 which such principal place of business

20 is located.

21 ‘‘(iv) SIGNATURES; LIMIT ON DELEGA22 TION.—

23 ‘‘(I) IN GENERAL.—Each certified

24 notice and report required under sub25 paragraphs (A) and (B), respectively,
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1 shall be signed by the chairperson and

2 the head of the lead agency, which sig3 nature requirement may only be dele4 gated in accordance with subclause

5 (II).

6 ‘‘(II) LIMITATION ON DELEGATION

7 OF CERTIFICATIONS.—The chairperson

8 and the head of the lead agency may

9 delegate the signature requirement

10 under subclause (I)—

11 ‘‘(aa) only to an appropriate

12 employee of the Department of the

13 Treasury (in the case of the Sec14 retary of the Treasury) or to an

15 appropriate employee of the lead

16 agency (in the case of the lead

17 agency) who was appointed by the

18 President, by and with the advice

19 and consent of the Senate, with

20 respect to any notice provided

21 under paragraph (1) following the

22 completion of a review under this

23 section; or

24 ‘‘(bb) only to a Deputy Sec25 retary of the Treasury (in the case
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1 of the Secretary of the Treasury)

2 or a person serving in the Deputy

3 position or the equivalent thereof

4 at the lead agency (in the case of

5 the lead agency), with respect to

6 any report provided under sub7 paragraph (B) following an inves8 tigation under this section.

9 ‘‘(4) ANALYSIS BY DIRECTOR OF NATIONAL IN10 TELLIGENCE.—

11 ‘‘(A) IN GENERAL.—The Director of Na12 tional Intelligence shall expeditiously carry out a

13 thorough analysis of any threat to the national

14 security of the United States posed by any cov15 ered transaction. The Director of National Intel16 ligence shall also seek and incorporate the views

17 of all affected or appropriate intelligence agen18 cies with respect to the transaction.

19 ‘‘(B) TIMING.—The analysis required under

20 subparagraph (A) shall be provided by the Direc21 tor of National Intelligence to the Committee not

22 later than 20 days after the date on which notice

23 of the transaction is accepted by the Committee

24 under paragraph (1)(C), but such analysis may

25 be supplemented or amended, as the Director
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1 considers necessary or appropriate, or upon a re2 quest for additional information by the Com3 mittee. The Director may begin the analysis at

4 any time prior to acceptance of the notice, in ac5 cordance with otherwise applicable law.

6 ‘‘(C) INTERACTION WITH INTELLIGENCE

7 COMMUNITY.—The Director of National Intel8 ligence shall ensure that the intelligence commu9 nity remains engaged in the collection, analysis,

10 and dissemination to the Committee of any addi11 tional relevant information that may become

12 available during the course of any investigation

13 conducted under subsection (b) with respect to a

14 transaction.

15 ‘‘(D) INDEPENDENT ROLE OF DIRECTOR.—

16 The Director of National Intelligence shall be a

17 nonvoting, ex officio member of the Committee,

18 and shall be provided with all notices received by

19 the Committee under paragraph (1)(C) regard20 ing covered transactions, but shall serve no pol21 icy role on the Committee, other than to provide

22 analysis under subparagraphs (A) and (C) in

23 connection with a covered transaction.

24 ‘‘(5) SUBMISSION OF ADDITIONAL INFORMA25 TION.—No provision of this subsection shall be con-
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1 strued as prohibiting any party to a covered trans2 action from submitting additional information con3 cerning the transaction, including any proposed re4 structuring of the transaction or any modifications to

5 any agreements in connection with the transaction,

6 while any review or investigation of the transaction

7 is ongoing.

8 ‘‘(6) NOTICE OF RESULTS TO PARTIES.—The

9 Committee shall notify the parties to a covered trans10 action of the results of a review or investigation

11 under this section, promptly upon completion of all

12 action under this section.

13 ‘‘(7) REGULATIONS.—Regulations prescribed

14 under this section shall include standard procedures

15 for—

16 ‘‘(A) submitting any notice of a covered

17 transaction to the Committee;

18 ‘‘(B) submitting a request to withdraw a

19 covered transaction from review;

20 ‘‘(C) resubmitting a notice of a covered

21 transaction that was previously withdrawn from

22 review; and

23 ‘‘(D) providing notice of the results of a re24 view or investigation to the parties to the covered
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1 transaction, upon completion of all action under

2 this section.’’.

3 SEC. 3. STATUTORY ESTABLISHMENT OF THE COMMITTEE

4 ON FOREIGN INVESTMENT IN THE UNITED

5 STATES.

6 Section 721 of the Defense Production Act of 1950 (50

7 U.S.C. App. 2170) is amended by striking subsection (k)

8 and inserting the following:

9 ‘‘(k) COMMITTEE ON FOREIGN INVESTMENT IN THE

10 UNITED STATES.—

11 ‘‘(1) ESTABLISHMENT.—The Committee on For12 eign Investment in the United States, established pur13 suant to Executive Order No. 11858, shall be a multi

14 agency committee to carry out this section and such

15 other assignments as the President may designate.

16 ‘‘(2) MEMBERSHIP.—The Committee shall be

17 comprised of the following members or the designee of

18 any such member:

19 ‘‘(A) The Secretary of the Treasury.

20 ‘‘(B) The Secretary of Homeland Security.

21 ‘‘(C) The Secretary of Commerce.

22 ‘‘(D) The Secretary of Defense.

23 ‘‘(E) The Secretary of State.

24 ‘‘(F) The Attorney General of the United

25 States.
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1 ‘‘(G) The Secretary of Energy.

2 ‘‘(H) The Secretary of Labor (nonvoting, ex

3 officio).

4 ‘‘(I) The Director of National Intelligence

5 (nonvoting, ex officio).

6 ‘‘(J) The heads of any other executive de7 partment, agency, or office, as the President de8 termines appropriate, generally or on a case-by9 case basis.

10 ‘‘(3) CHAIRPERSON.—The Secretary of the Treas11 ury shall serve as the chairperson of the Committee.

12 ‘‘(4) ASSISTANT SECRETARY FOR THE DEPART13 MENT OF THE TREASURY.—There shall be established

14 an additional position of Assistant Secretary of the

15 Treasury, who shall be appointed by the President, by

16 and with the advice and consent of the Senate. The

17 Assistant Secretary appointed under this paragraph

18 shall report directly to the Undersecretary of the

19 Treasury for International Affairs. The duties of the

20 Assistant Secretary shall include duties related to the

21 Committee on Foreign Investment in the United

22 States, as delegated by the Secretary of the Treasury

23 under this section.

24 ‘‘(5) DESIGNATION OF LEAD AGENCY.—The Sec25 retary of the Treasury shall designate, as appropriate,
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1 a member or members of the Committee to be the lead

2 agency or agencies on behalf of the Committee—

3 ‘‘(A) for each covered transaction, and for

4 negotiating any mitigation agreements or other

5 conditions necessary to protect national security;

6 and

7 ‘‘(B) for all matters related to the moni8 toring of the completed transaction, to ensure

9 compliance with such agreements or conditions

10 and with this section.

11 ‘‘(6) OTHER MEMBERS.—The chairperson shall

12 consult with the heads of such other Federal depart13 ments, agencies, and independent establishments in

14 any review or investigation under subsection (a), as

15 the chairperson determines to be appropriate, on the

16 basis of the facts and circumstances of the covered

17 transaction under review or investigation (or the des18 ignee of any such department or agency head).

19 ‘‘(7) MEETINGS.—The Committee shall meet

20 upon the direction of the President or upon the call

21 of the chairperson, without regard to section 552b of

22 title 5, United States Code (if otherwise applicable).’’.

23 SEC. 4. ADDITIONAL FACTORS FOR CONSIDERATION.

24 Section 721(f) of the Defense Production Act of 1950

25 (50 U.S.C. App. 2170(f)) is amended—
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1 (1) in the matter preceding paragraph (1), by

2 striking ‘‘among other factors’’;

3 (2) in paragraph (4)—

4 (A) in subparagraph (A) by striking ‘‘or’’

5 at the end;

6 (B) by redesignating subparagraph (B) as

7 subparagraph (C);

8 (C) by inserting after subparagraph (A) the

9 following:

10 ‘‘(B) identified by the Secretary of Defense

11 as posing a potential regional military threat to

12 the interests of the United States; or’’; and

13 (D) by striking ‘‘and’’ at the end;

14 (3) in paragraph (5), by striking the period at

15 the end and inserting a semicolon; and

16 (4) by adding at the end the following:

17 ‘‘(6) the potential national security-related effects

18 on United States critical infrastructure, including

19 major energy assets;

20 ‘‘(7) the potential national security-related effects

21 on United States critical technologies;

22 ‘‘(8) whether the covered transaction is a foreign

23 government-controlled transaction, as determined

24 under subsection (b)(1)(B);
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1 ‘‘(9) as appropriate, and particularly with re2 spect to transactions requiring an investigation under

3 subsection (b)(1)(B), a review of the current assess4 ment of—

5 ‘‘(A) the adherence of the subject country to

6 nonproliferation control regimes, including trea7 ties and multilateral supply guidelines, which

8 shall draw on, but not be limited to, the annual

9 report on ‘Adherence to and Compliance with

10 Arms Control, Nonproliferation and Disar11 mament Agreements and Commitments’ required

12 by section 403 of the Arms Control and Disar13 mament Act;

14 ‘‘(B) the relationship of such country with

15 the United States, specifically on its record on

16 cooperating in counter-terrorism efforts, which

17 shall draw on, but not be limited to, the report

18 of the President to Congress under section 7120

19 of the Intelligence Reform and Terrorism Preven20 tion Act of 2004; and

21 ‘‘(C) the potential for transshipment or di22 version of technologies with military applica23 tions, including an analysis of national export

24 control laws and regulations;
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1 ‘‘(10) the long-term projection of United States

2 requirements for sources of energy and other critical

3 resources and material; and

4 ‘‘(11) such other factors as the President or the

5 Committee may determine to be appropriate, gen6 erally or in connection with a specific review or in7 vestigation.’’.

8 SEC. 5. MITIGATION, TRACKING, AND POSTCONSUMMATION

9 MONITORING AND ENFORCEMENT.

10 Section 721 of the Defense Production Act of 1950 (50

11 U.S.C. App. 2170) is amended by adding at the end the

12 following:

13 ‘‘(l) MITIGATION, TRACKING, AND POSTCONSUMMATION

14 MONITORING AND ENFORCEMENT.—

15 ‘‘(1) MITIGATION.—

16 ‘‘(A) IN GENERAL.—The Committee or a

17 lead agency may, on behalf of the Committee, ne18 gotiate, enter into or impose, and enforce any

19 agreement or condition with any party to the

20 covered transaction in order to mitigate any

21 threat to the national security of the United

22 States that arises as a result of the covered

23 transaction.

24 ‘‘(B) RISK-BASED ANALYSIS REQUIRED.—

25 Any agreement entered into or condition imposed
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1 under subparagraph (A) shall be based on a risk2 based analysis, conducted by the Committee, of

3 the threat to national security of the covered

4 transaction.

5 ‘‘(2) TRACKING AUTHORITY FOR WITHDRAWN NO6 TICES.—

7 ‘‘(A) IN GENERAL.—If any written notice of

8 a covered transaction that was submitted to the

9 Committee under this section is withdrawn be10 fore any review or investigation by the Com11 mittee under subsection (b) is completed, the

12 Committee shall establish, as appropriate—

13 ‘‘(i) interim protections to address spe14 cific concerns with such transaction that

15 have been raised in connection with any

16 such review or investigation pending any

17 resubmission of any written notice under

18 this section with respect to such transaction

19 and further action by the President under

20 this section;

21 ‘‘(ii) specific time frames for resubmit22 ting any such written notice; and

23 ‘‘(iii) a process for tracking any ac24 tions that may be taken by any party to the

25 transaction, in connection with the trans-
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1 action, before the notice referred to in clause

2 (ii) is resubmitted.

3 ‘‘(B) DESIGNATION OF AGENCY.—The lead

4 agency, other than any entity of the intelligence

5 community (as defined in the National Security

6 Act of 1947), shall, on behalf of the Committee,

7 ensure that the requirements of subparagraph

8 (A) with respect to any covered transaction that

9 is subject to such subparagraph are met.

10 ‘‘(3) NEGOTIATION, MODIFICATION, MONITORING,

11 AND ENFORCEMENT.—

12 ‘‘(A) DESIGNATION OF LEAD AGENCY.—The

13 lead agency shall negotiate, modify, monitor,

14 and enforce, on behalf of the Committee, any

15 agreement entered into or condition imposed

16 under paragraph (1) with respect to a covered

17 transaction, based on the expertise with and

18 knowledge of the issues related to such trans19 action on the part of the designated department

20 or agency. Nothing in this paragraph shall pro21 hibit other departments or agencies in assisting

22 the lead agency in carrying out the purposes of

23 this paragraph.

24 ‘‘(B) REPORTING BY DESIGNATED AGEN25 CY.—
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1 ‘‘(i) MODIFICATION REPORTS.—The

2 lead agency in connection with any agree3 ment entered into or condition imposed

4 with respect to a covered transaction

5 shall—

6 ‘‘(I) provide periodic reports to

7 the Committee on any material modi8 fication to any such agreement or con9 dition imposed with respect to the

10 transaction; and

11 ‘‘(II) ensure that any material

12 modification to any such agreement or

13 condition is reported to the Director of

14 National Intelligence, the Attorney

15 General of the United States, and any

16 other Federal department or agency

17 that may have a material interest in

18 such modification.

19 ‘‘(ii) COMPLIANCE.—The Committee

20 shall develop and agree upon methods for

21 evaluating compliance with any agreement

22 entered into or condition imposed with re23 spect to a covered transaction that will

24 allow the Committee to adequately assure

25 compliance, without—
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1 ‘‘(I) unnecessarily diverting Com2 mittee resources from assessing any

3 new covered transaction for which a

4 written notice has been filed pursuant

5 to subsection (b)(1)(C), and if nec6 essary, reaching a mitigation agree7 ment with or imposing a condition on

8 a party to such covered transaction or

9 any covered transaction for which a re10 view has been reopened for any reason;

11 or

12 ‘‘(II) placing unnecessary burdens

13 on a party to a covered transaction.’’.

14 SEC. 6. ACTION BY THE PRESIDENT.

15 Section 721 of the Defense Production Act of 1950 (50

16 U.S.C. App. 2170) is amended by striking subsections (d)

17 and (e) and inserting the following:

18 ‘‘(d) ACTION BY THE PRESIDENT.—

19 ‘‘(1) IN GENERAL.—Subject to paragraph (4), the

20 President may take such action for such time as the

21 President considers appropriate to suspend or pro22 hibit any covered transaction that threatens to im23 pair the national security of the United States.

24 ‘‘(2) ANNOUNCEMENT BY THE PRESIDENT.—The

25 President shall announce the decision on whether or
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1 not to take action pursuant to paragraph (1) not

2 later than 15 days after the date on which an inves3 tigation described in subsection (b) is completed.

4 ‘‘(3) ENFORCEMENT.—The President may direct

5 the Attorney General of the United States to seek ap6 propriate relief, including divestment relief, in the

7 district courts of the United States, in order to imple8 ment and enforce this subsection.

9 ‘‘(4) FINDINGS OF THE PRESIDENT.—The Presi10 dent may exercise the authority conferred by para11 graph (1), only if the President finds that—

12 ‘‘(A) there is credible evidence that leads the

13 President to believe that the foreign interest exer14 cising control might take action that threatens to

15 impair the national security; and

16 ‘‘(B) provisions of law, other than this sec17 tion and the International Emergency Economic

18 Powers Act, do not, in the judgment of the Presi19 dent, provide adequate and appropriate author20 ity for the President to protect the national secu21 rity in the matter before the President.

22 ‘‘(5) FACTORS TO BE CONSIDERED.—For pur23 poses of determining whether to take action under

24 paragraph (1), the President shall consider, among
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1 other factors each of the factors described in subsection

2 (f), as appropriate.

3 ‘‘(e) ACTIONS AND FINDINGS NONREVIEWABLE.—The

4 actions of the President under paragraph (1) of subsection

5 (d) and the findings of the President under paragraph (4)

6 of subsection (d) shall not be subject to judicial review.’’.

7 SEC. 7. INCREASED OVERSIGHT BY CONGRESS.

8 (a) REPORT ON ACTIONS.—Section 721(g) of the De9 fense Production Act of 1950 (50 U.S.C. App. 2170(g)) is

10 amended to read as follows:

11 ‘‘(g) ADDITIONAL INFORMATION TO CONGRESS; CON12 FIDENTIALITY.—

13 ‘‘(1) BRIEFING REQUIREMENT ON REQUEST.—

14 The Committee shall, upon request from any Member

15 of Congress specified in subsection (b)(3)(C)(iii),

16 promptly provide briefings on a covered transaction

17 for which all action has concluded under this section,

18 or on compliance with a mitigation agreement or con19 dition imposed with respect to such transaction, on a

20 classified basis, if deemed necessary by the sensitivity

21 of the information. Briefings under this paragraph

22 may be provided to the congressional staff of such a

23 Member of Congress having appropriate security

24 clearance.
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1 ‘‘(2) APPLICATION OF CONFIDENTIALITY PROVI2 SIONS.—

3 ‘‘(A) IN GENERAL.—The disclosure of infor4 mation under this subsection shall be consistent

5 with the requirements of subsection (c). Members

6 of Congress and staff of either House of Congress

7 or any committee of Congress, shall be subject to

8 the same limitations on disclosure of information

9 as are applicable under subsection (c).

10 ‘‘(B) PROPRIETARY INFORMATION.—Propri11 etary information which can be associated with

12 a particular party to a covered transaction shall

13 be furnished in accordance with subparagraph

14 (A) only to a committee of Congress, and only

15 when the committee provides assurances of con16 fidentiality, unless such party otherwise consents

17 in writing to such disclosure.’’.

18 (b) ANNUAL REPORT.—Section 721 of the Defense Pro19 duction Act of 1950 (50 U.S.C. App. 2170) is amended by

20 adding at the end the following:

21 ‘‘(m) ANNUAL REPORT TO CONGRESS.—

22 ‘‘(1) IN GENERAL.—The chairperson shall trans23 mit a report to the chairman and ranking member of

24 the committee of jurisdiction in the Senate and the

25 House of Representatives, before July 31 of each year
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1 on all of the reviews and investigations of covered

2 transactions completed under subsection (b) during

3 the 12-month period covered by the report.

4 ‘‘(2) CONTENTS OF REPORT RELATING TO COV5 ERED TRANSACTIONS.—The annual report under

6 paragraph (1) shall contain the following informa7 tion, with respect to each covered transaction, for the

8 reporting period:

9 ‘‘(A) A list of all notices filed and all re10 views or investigations completed during the pe11 riod, with basic information on each party to the

12 transaction, the nature of the business activities

13 or products of all pertinent persons, along with

14 information about any withdrawal from the

15 process, and any decision or action by the Presi16 dent under this section.

17 ‘‘(B) Specific, cumulative, and, as appro18 priate, trend information on the numbers of fil19 ings, investigations, withdrawals, and decisions

20 or actions by the President under this section.

21 ‘‘(C) Cumulative and, as appropriate, trend

22 information on the business sectors involved in

23 the filings which have been made, and the coun24 tries from which the investments have originated.
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1 ‘‘(D) Information on whether companies

2 that withdrew notices to the Committee in ac3 cordance with subsection (b)(1)(C)(ii) have later

4 refiled such notices, or, alternatively, abandoned

5 the transaction.

6 ‘‘(E) The types of security arrangements

7 and conditions the Committee has used to miti8 gate national security concerns about a trans9 action, including a discussion of the methods

10 that the Committee and any lead agency are

11 using to determine compliance with such ar12 rangements or conditions.

13 ‘‘(F) A detailed discussion of all perceived

14 adverse effects of covered transactions on the na15 tional security or critical infrastructure of the

16 United States that the Committee will take into

17 account in its deliberations during the period be18 fore delivery of the next report, to the extent pos19 sible.

20 ‘‘(3) CONTENTS OF REPORT RELATING TO CRIT21 ICAL TECHNOLOGIES.—

22 ‘‘(A) IN GENERAL.—In order to assist Con23 gress in its oversight responsibilities with respect

24 to this section, the President and such agencies

25 as the President shall designate shall include in
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1 the annual report submitted under paragraph

2 (1)—

3 ‘‘(i) an evaluation of whether there is

4 credible evidence of a coordinated strategy

5 by 1 or more countries or companies to ac6 quire United States companies involved in

7 research, development, or production of crit8 ical technologies for which the United States

9 is a leading producer; and

10 ‘‘(ii) an evaluation of whether there

11 are industrial espionage activities directed

12 or directly assisted by foreign governments

13 against private United States companies

14 aimed at obtaining commercial secrets re15 lated to critical technologies.

16 ‘‘(B) RELEASE OF UNCLASSIFIED STUDY.—

17 All appropriate portions of the annual report

18 under paragraph (1) may be classified. An un19 classified version of the report, as appropriate,

20 consistent with safeguarding national security

21 and privacy, shall be made available to the pub22 lic.’’.

23 (c) STUDY AND REPORT.—

24 (1) STUDY REQUIRED.—Before the end of the

25 120-day period beginning on the date of enactment of
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1 this Act and annually thereafter, the Secretary of the

2 Treasury, in consultation with the Secretary of State

3 and the Secretary of Commerce, shall conduct a study

4 on foreign direct investments in the United States, es5 pecially investments in critical infrastructure and in6 dustries affecting national security, by—

7 (A) foreign governments, entities controlled

8 by or acting on behalf of a foreign government,

9 or persons of foreign countries which comply

10 with any boycott of Israel; or

11 (B) foreign governments, entities controlled

12 by or acting on behalf of a foreign government,

13 or persons of foreign countries which do not ban

14 organizations designated by the Secretary of

15 State as foreign terrorist organizations.

16 (2) REPORT.—Before the end of the 30-day pe17 riod beginning upon the date of completion of each

18 study under paragraph (1), and thereafter in each

19 annual report under section 721(m) of the Defense

20 Production Act of 1950 (as added by this section), the

21 Secretary of the Treasury shall submit a report to

22 Congress, for transmittal to all appropriate commit23 tees of the Senate and the House of Representatives,

24 containing the findings and conclusions of the Sec25 retary with respect to the study described in para-
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1 graph (1), together with an analysis of the effects of

2 such investment on the national security of the

3 United States and on any efforts to address those ef4 fects.

5 (d) INVESTIGATION BY INSPECTOR GENERAL.—

6 (1) IN GENERAL.—The Inspector General of the

7 Department of the Treasury shall conduct an inde8 pendent investigation to determine all of the facts and

9 circumstances concerning each failure of the Depart10 ment of the Treasury to make any report to the Con11 gress that was required under section 721(k) of the

12 Defense Production Act of 1950, as in effect on the

13 day before the date of enactment of this Act.

14 (2) REPORT TO THE CONGRESS.—Before the end

15 of the 270-day period beginning on the date of enact16 ment of this Act, the Inspector General of the Depart17 ment of the Treasury shall submit a report on the in18 vestigation under paragraph (1) containing the find19 ings and conclusions of the Inspector General, to the

20 chairman and ranking member of each committee of

21 the Senate and the House of Representatives having

22 jurisdiction over any aspect of the report, including,

23 at a minimum, the Committee on Foreign Relations,

24 the Committee on Banking, Housing, and Urban Af25 fairs, and the Committee on Commerce, Science, and
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1 Transportation of the Senate, and the Committee on

2 Foreign Affairs, the Committee on Financial Services,

3 and the Committee on Energy and Commerce of the

4 House of Representatives.

5 SEC. 8. CERTIFICATION OF NOTICES AND ASSURANCES.

6 Section 721 of the Defense Production Act of 1950 (50

7 U.S.C. App. 2170) is amended by adding at the end the

8 following:

9 ‘‘(n) CERTIFICATION OF NOTICES AND ASSURANCES.—

10 Each notice, and any followup information, submitted

11 under this section and regulations prescribed under this sec12 tion to the President or the Committee by a party to a cov13 ered transaction, and any information submitted by any

14 such party in connection with any action for which a report

15 is required pursuant to paragraph (3)(B) of subsection (l),

16 with respect to the implementation of any mitigation agree17 ment or condition described in paragraph (1)(A) of sub18 section (l), or any material change in circumstances, shall

19 be accompanied by a written statement by the chief execu20 tive officer or the designee of the person required to submit

21 such notice or information certifying that, to the best of the

22 knowledge and belief of that person—

23 ‘‘(1) the notice or information submitted fully

24 complies with the requirements of this section or such

25 regulation, agreement, or condition; and
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1 ‘‘(2) the notice or information is accurate and

2 complete in all material respects.’’.

3 SEC. 9. REGULATIONS.

4 Section 721(h) of the Defense Production Act of 1950

5 (50 U.S.C. App. 2170(h)) is amended to read as follows:

6 ‘‘(h) REGULATIONS.—

7 ‘‘(1) IN GENERAL.—The President shall direct,

8 subject to notice and comment, the issuance of regula9 tions to carry out this section.

10 ‘‘(2) EFFECTIVE DATE.—Regulations issued

11 under this section shall become effective not later than

12 180 days after the effective date of the Foreign Invest13 ment and National Security Act of 2007.

14 ‘‘(3) CONTENT.—Regulations issued under this

15 subsection shall—

16 ‘‘(A) provide for the imposition of civil pen17 alties for any violation of this section, including

18 any mitigation agreement entered into or condi19 tions imposed pursuant to subsection (l);

20 ‘‘(B) to the extent possible—

21 ‘‘(i) minimize paperwork burdens; and

22 ‘‘(ii) coordinate reporting requirements

23 under this section with reporting require24 ments under any other provision of Federal

25 law; and
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1 ‘‘(C) provide for an appropriate role for the

2 Secretary of Labor with respect to mitigation

3 agreements.’’.

4 SEC. 10. EFFECT ON OTHER LAW.

5 Section 721(i) of the Defense Production Act of 1950

6 (50 U.S.C. App. 2170(i)) is amended to read as follows:

7 ‘‘(i) EFFECT ON OTHER LAW.—No provision of this

8 section shall be construed as altering or affecting any other

9 authority, process, regulation, investigation, enforcement

10 measure, or review provided by or established under any

11 other provision of Federal law, including the International

12 Emergency Economic Powers Act, or any other authority

13 of the President or the Congress under the Constitution of

14 the United States.’’.

15 SEC. 11. CLERICAL AMENDMENTS.

16 (a) TITLE 31.—Section 301(e) of title 31, United

17 States Code, is amended by striking ‘‘8 Assistant’’ and in18 serting ‘‘9 Assistant’’.

19 (b) TITLE 5.—Section 5315 of title 5, United States

20 Code, is amended in the item relating to ‘‘Assistant Secre21 taries of the Treasury’’, by striking ‘‘(8)’’ and inserting

22 ‘‘(9)’’.
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1 SEC. 12. EFFECTIVE DATE.

2 The amendments made by this Act shall apply after

3 the end of the 90-day period beginning on the date of enact4 ment of this Act.

Attest:

Secretary.
110TH CONGRESS

1ST SESSION H. R. 556

AMENDMENT