833 
† HR 5515 EAS 
partner, managing member, 
or equivalent related to enti-
ties in which the fund is in-
vested; or 
‘‘(CC) 
to 
unilaterally 
dismiss, 
prevent 
the 
dis-
missal of, select, or determine 
the compensation of the gen-
eral 
partner, 
managing 
member, or equivalent; and 
‘‘(ee) the investment other-
wise meets the requirements of 
this subparagraph. 
‘‘(II) TREATMENT
OF
CERTAIN 
WAIVERS.— 
‘‘(aa) IN GENERAL.—For the 
purposes of items (cc) and (dd) of 
subclause (I) and except as pro-
vided in item (bb), a waiver of a 
potential conflict of interest, a 
waiver of an allocation limita-
tion, or a similar activity, appli-
cable to a transaction pursuant to 
the terms of an agreement gov-
erning an investment fund shall
834 
† HR 5515 EAS 
not be considered to constitute 
control of investment decisions of 
the fund or decisions relating to 
entities in which the fund is in-
vested. 
‘‘(bb) 
EXCEPTION.—The 
Committee may prescribe regula-
tions providing for exceptions to 
item (aa) for extraordinary cir-
cumstances. 
‘‘(v) REGULATIONS.—The Committee 
shall prescribe regulations providing guid-
ance on the types of transactions that the 
Committee considers to be passive invest-
ment. 
‘‘(E) UNITED
STATES
CRITICAL
INFRA-
STRUCTURE COMPANY DEFINED.—For purposes 
of this paragraph, the term ‘United States crit-
ical infrastructure company’ means a United 
States business that is, owns, operates, or pri-
marily provides services to, an entity or entities 
that operate within a critical infrastructure sec-
tor or subsector, as defined by regulations pre-
scribed by the Committee.
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† HR 5515 EAS 
‘‘(F) UNITED
STATES
CRITICAL
TECH-
NOLOGY
COMPANY
DEFINED.—For purposes of 
this paragraph, the term ‘United States critical 
technology company’ means a United States 
business that produces, designs, tests, manufac-
tures, or develops one or more critical tech-
nologies, or a subset of such technologies, as de-
fined by regulations prescribed by the Com-
mittee. 
‘‘(6) CRITICAL
INFRASTRUCTURE.—The term 
‘critical infrastructure’ means, subject to regulations 
prescribed by the Committee, systems and assets, 
whether physical or virtual, so vital to the United 
States that the incapacity or destruction of such sys-
tems or assets would have a debilitating impact on 
national security. 
‘‘(7) CRITICAL MATERIALS.—The term ‘critical 
materials’ means physical materials essential to na-
tional security, subject to regulations prescribed by 
the Committee. 
‘‘(8) CRITICAL TECHNOLOGIES.— 
‘‘(A) IN GENERAL.—The term ‘critical tech-
nologies’ means technology, components, or tech-
nology items that are essential or could be essen-
tial to national security, identified for purposes
836 
† HR 5515 EAS 
of this section pursuant to regulations prescribed 
by the Committee. 
‘‘(B) INCLUSION OF CERTAIN ITEMS.—The 
term ‘critical technologies’ includes the following: 
‘‘(i) Defense articles or defense services 
included on the United States Munitions 
List set forth in the International Traffic in 
Arms Regulations under subchapter M of 
chapter I of title 22, Code of Federal Regu-
lations. 
‘‘(ii) Items included on the Commerce 
Control List set forth in Supplement No. 1 
to part 774 of the Export Administration 
Regulations under subchapter C of chapter 
VII of title 15, Code of Federal Regulations, 
and controlled— 
‘‘(I) pursuant to multilateral re-
gimes, including for reasons relating to 
national security, chemical and bio-
logical weapons proliferation, nuclear 
nonproliferation, or missile technology; 
or 
‘‘(II) for reasons relating to re-
gional stability or surreptitious listen-
ing.
837 
† HR 5515 EAS 
‘‘(iii) Specially designed and prepared 
nuclear equipment, parts and components, 
materials, software, and technology covered 
by part 810 of title 10, Code of Federal Reg-
ulations (relating to assistance to foreign 
atomic energy activities). 
‘‘(iv) Nuclear facilities, equipment, and 
material covered by part 110 of title 10, 
Code of Federal Regulations (relating to ex-
port and import of nuclear equipment and 
material). 
‘‘(v) Select agents and toxins covered 
by part 331 of title 7, Code of Federal Reg-
ulations, part 121 of title 9 of such Code, or 
part 73 of title 42 of such Code. 
‘‘(vi) Emerging and foundational tech-
nologies identified pursuant to section 
1725(a) of the Foreign Investment Risk Re-
view Modernization Act of 2018. 
‘‘(9) 
FOREIGN
GOVERNMENT-CONTROLLED 
TRANSACTION.—The term ‘foreign government-con-
trolled transaction’ means any covered transaction 
that could result in the control of any United States 
business by a foreign government or an entity con-
trolled by or acting on behalf of a foreign government.
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† HR 5515 EAS 
‘‘(10) FOREIGN PERSON.— 
‘‘(A) IN GENERAL.—The term ‘foreign per-
son’ means— 
‘‘(i) any foreign national, foreign gov-
ernment, or foreign entity; or 
‘‘(ii) any entity over which control is 
exercised or exercisable by a foreign na-
tional, foreign government, or foreign enti-
ty. 
‘‘(B) FOREIGN ENTITY DEFINED.— 
‘‘(i) IN
GENERAL.—For purposes of 
subparagraph (A) and except as provided in 
clause (ii), the term ‘foreign entity’ means 
any branch, partnership, group or sub-
group, association, estate, trust, corporation 
or division of a corporation, or organiza-
tion organized under the laws of a foreign 
country if— 
‘‘(I) the principal place of busi-
ness of the entity is outside the United 
States; or 
‘‘(II) the equity securities of the 
entity are primarily traded on one or 
more foreign exchanges.
839 
† HR 5515 EAS 
‘‘(ii) EXCEPTION.—For purposes of 
subparagraph (A), the term ‘foreign entity’ 
does not include an entity that demonstrates 
to the Committee that a majority of the eq-
uity interest in the entity is ultimately 
owned by United States nationals. 
‘‘(11) INTELLIGENCE
COMMUNITY.—The term 
‘intelligence community’ has the meaning given that 
term in section 3(4) of the National Security Act of 
1947 (50 U.S.C. 3003(4)). 
‘‘(12) 
INVESTMENT.—The 
term 
‘investment’ 
means the acquisition of equity interest, including 
contingent equity interest, as further defined in regu-
lations prescribed by the Committee. 
‘‘(13) LEAD
AGENCY.—The term ‘lead agency’ 
means the agency or agencies designated as the lead 
agency or agencies pursuant to subsection (k)(5). 
‘‘(14) NATIONAL SECURITY.—The term ‘national 
security’ shall be construed so as to include those 
issues relating to ‘homeland security’, including its 
application to critical infrastructure. 
‘‘(15) PARTY.—The term ‘party’ has the meaning 
given that term in regulations prescribed by the Com-
mittee.
841 
† HR 5515 EAS 
days after the date of submission 
of the draft or final notice. 
‘‘(bb) 
COMPLETENESS.—If 
the Committee determines that a 
draft or final written notice de-
scribed in item (aa) is not com-
plete, the Committee shall notify 
the party or parties to the trans-
action in writing that the notice 
is not complete and provide an 
explanation of all material re-
spects in which the notice is in-
complete. 
‘‘(cc) 
STIPULATIONS
RE-
QUIRED.—The timing requirement 
under item (aa) shall apply only 
in a case in which the parties 
stipulate under clause (vi) that 
the transaction is a covered trans-
action.’’. 
SEC. 1705. INCLUSION OF PARTNERSHIP AND SIDE AGREE-
MENTS IN NOTICE. 
Section 721(b)(1)(C) of the Defense Production Act of 
1950 (50 U.S.C. 4565(b)(1)(C)) is amended by adding at 
the end the following:
842 
† HR 5515 EAS 
‘‘(iv) INCLUSION OF PARTNERSHIP AND 
SIDE AGREEMENTS.—A written notice sub-
mitted under clause (i) by a party to a cov-
ered transaction shall include a copy of any 
partnership agreements, integration agree-
ments, or other side agreements relating to 
the transaction, including any such agree-
ments relating to the transfer of intellectual 
property, as specified in regulations pre-
scribed by the Committee.’’. 
SEC. 1706. DECLARATIONS FOR CERTAIN COVERED TRANS-
ACTIONS. 
Section 721(b)(1)(C) of the Defense Production Act of 
1950 (50 U.S.C. 4565(b)(1)(C)), as amended by section 
1705, is further amended by adding at the end the fol-
lowing: 
‘‘(v) DECLARATIONS FOR CERTAIN COV-
ERED TRANSACTIONS.— 
‘‘(I) IN
GENERAL.—A party to 
any covered transaction may submit to 
the Committee a declaration with basic 
information regarding the transaction 
instead of a written notice under 
clause (i).
843 
† HR 5515 EAS 
‘‘(II) REGULATIONS.—The Com-
mittee shall prescribe regulations estab-
lishing requirements for declarations 
submitted under this clause. In pre-
scribing such regulations, the Com-
mittee shall ensure that such declara-
tions are submitted as abbreviated no-
tifications that would not generally ex-
ceed 5 pages in length. 
‘‘(III) COMMITTEE RESPONSE TO 
DECLARATION.— 
‘‘(aa) IN
GENERAL.—Upon 
receiving a declaration under this 
clause with respect to a covered 
transaction, the Committee may, 
at the discretion of the Com-
mittee— 
‘‘(AA) request that the 
parties to the transaction file 
a written notice under clause 
(i); 
‘‘(BB) inform the par-
ties to the transaction that 
the Committee is not able to 
complete action under this
844 
† HR 5515 EAS 
section with respect to the 
transaction on the basis of 
the declaration and that the 
parties may file a written 
notice under clause (i) to 
seek written notification from 
the Committee that the Com-
mittee has completed all ac-
tion under this section with 
respect to the transaction; 
‘‘(CC) initiate a unilat-
eral review of the transaction 
under subparagraph (D); or 
‘‘(DD) notify the parties 
in writing that the Com-
mittee has completed all ac-
tion under this section with 
respect to the transaction. 
‘‘(bb) 
TIMING.—The 
Com-
mittee shall take action under 
item (aa) not later than 30 days 
after 
receiving 
a 
declaration 
under this clause. 
‘‘(cc) RULE
OF
CONSTRUC-
TION.—Nothing in this subclause
845 
† HR 5515 EAS 
(other than item (aa)(CC)) shall 
be construed to affect the author-
ity of the President or the Com-
mittee to take any action author-
ized by this section with respect to 
a covered transaction. 
‘‘(IV) 
MANDATORY
DECLARA-
TIONS.— 
‘‘(aa) 
REGULATIONS.—The 
Committee shall prescribe regula-
tions specifying the types of cov-
ered transactions for which the 
Committee requires a declaration 
under this subclause. 
‘‘(bb) 
CERTAIN
COVERED 
TRANSACTIONS
WITH
FOREIGN 
GOVERNMENT INTERESTS.— 
‘‘(AA) IN
GENERAL.— 
Except 
as 
provided 
in 
subitem (BB), the parties to 
a covered transaction shall 
submit a declaration de-
scribed in subclause (I) with 
respect to the transaction if 
the transaction involves an
846 
† HR 5515 EAS 
investment that results in the 
acquisition, directly or indi-
rectly, of a substantial inter-
est in a United States crit-
ical infrastructure company 
or United States critical 
technology company by a for-
eign person in which a for-
eign government has, directly 
or indirectly, a substantial 
interest. 
‘‘(BB) 
EXCEPTION.— 
The submission of a declara-
tion described in subclause 
(I) shall not be required with 
respect to a transaction de-
scribed in subitem (AA) if 
each foreign person that is a 
party to the transaction, and 
each 
foreign 
person 
with 
ownership or control over a 
party to the transaction, is 
from a country or part of a 
country identified by the
847 
† HR 5515 EAS 
Committee under subsection 
(a)(5)(C)(iii). 
‘‘(CC) SUBSTANTIAL IN-
TEREST
DEFINED.—In this 
item, the term ‘substantial 
interest’ has the meaning 
given that term in regula-
tions which the Committee 
shall prescribe. In developing 
those regulations, the Com-
mittee 
shall 
consider 
the 
means by which a foreign 
government could influence 
the actions of a foreign per-
son, including through board 
membership, ownership in-
terest, or shareholder rights. 
An interest that is a passive 
investment (as defined in 
subsection (a)(5)(D)) or that 
is less than a 10 percent vot-
ing interest shall not be con-
sidered a substantial interest. 
‘‘(cc) OTHER DECLARATIONS 
REQUIRED
BY
COMMITTEE.—The
848 
† HR 5515 EAS 
Committee shall require the sub-
mission of a declaration described 
in subclause (I) with respect to 
any covered transaction identified 
under regulations prescribed by 
the Committee for purposes of this 
item, at the discretion of the Com-
mittee and based on appropriate 
factors, such as— 
‘‘(AA) the technology, 
industry, economic sector, or 
economic subsector in which 
the United States business 
that is a party to the trans-
action trades or of which it 
is a part; 
‘‘(BB) the difficulty of 
remedying the harm to na-
tional security that may re-
sult from completion of the 
transaction; 
‘‘(CC) the difficulty of 
obtaining information on the 
type of covered transaction 
through other means; and
849 
† HR 5515 EAS 
‘‘(DD) the difficulty of 
obtaining information on the 
ultimate ownership of the 
foreign person that is a 
party to the transaction. 
‘‘(dd) EXCEPTION.—The sub-
mission of a declaration described 
in subclause (I) shall not be re-
quired pursuant to this subclause 
with respect to an investment by 
an investment fund if— 
‘‘(AA) the fund is man-
aged exclusively by a general 
partner, a managing mem-
ber, or an equivalent; 
‘‘(BB) the general part-
ner, managing member, or 
equivalent is not a foreign 
person; and 
‘‘(CC) 
the 
investment 
fund satisfies, with respect to 
any 
foreign 
person 
with 
membership as a limited 
partner 
on 
an 
advisory 
board or a committee of the