In the Senate of the United States,
June 29, 2007.
Resolved, That the bill from the House of Representa-
tives (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 in-
vestments are examined for any effect they may have on na-
tional security, to establish the Committee on Foreign Invest-
ment in the United States, and for other purposes.’’, do pass
with the following
AMENDMENT:
Strike out all after the enacting clause and insert:
SECTION 1. SHORT TITLE; TABLE OF CONTENTS.
(a) SHORT TITLE.—This Act may be cited as the ‘‘For-
eign Investment and National Security Act of 2007’’.
(b) TABLE OF CONTENTS.—The table of contents for
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.
SEC. 2. UNITED STATES SECURITY IMPROVEMENT AMEND-
MENTS; CLARIFICATION OF REVIEW AND IN-
VESTIGATION PROCESS.
Section 721 of the Defense Production Act of 1950 (50
U.S.C. App. 2170) is amended by striking subsections (a)
and (b) and inserting the following:
‘‘(a) DEFINITIONS.—For purposes of this section, the
following definitions shall apply:
‘‘(1) COMMITTEE; 
CHAIRPERSON.—The terms
‘Committee’ and ‘chairperson’ mean the Committee on
Foreign Investment in the United States and the
chairperson thereof, respectively.
‘‘(2) CONTROL.—The term ‘control’ has the
meaning given to such term in regulations which the
Committee shall prescribe.
‘‘(3) COVERED TRANSACTION.—The term ‘covered
transaction’ means any merger, acquisition, or take-
over that is proposed or pending after August 23,
1988, by or with any foreign person which could re-
sult in foreign control of any person engaged in inter-
state commerce in the United States.
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‘‘(4) 
FOREIGN
GOVERNMENT-CONTROLLED
TRANSACTION.—The term ‘foreign government-con-
trolled transaction’ means any covered transaction
that could result in the control of any person engaged
in interstate commerce in the United States by a for-
eign government or an entity controlled by or acting
on behalf of a foreign government.
‘‘(5) CLARIFICATION.—The term ‘national secu-
rity’ shall be construed so as to include those issues
relating to ‘homeland security’, including its applica-
tion to critical infrastructure.
‘‘(6) CRITICAL
INFRASTRUCTURE.—The term
‘critical infrastructure’ means, subject to rules issued
under this section, systems and assets, whether phys-
ical or virtual, so vital to the United States that the
incapacity or destruction of such systems or assets
would have a debilitating impact on national secu-
rity.
‘‘(7) CRITICAL TECHNOLOGIES.—The term ‘crit-
ical technologies’ means critical technology, critical
components, or critical technology items essential to
national defense, identified pursuant to this section,
subject to regulations issued at the direction of the
President, in accordance with subsection (h).
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‘‘(8) LEAD
AGENCY.—The term ‘lead agency’
means the agency, or agencies, designated as the lead
agency or agencies pursuant to subsection (k)(5) for
the review of a transaction.
‘‘(b) NATIONAL SECURITY REVIEWS AND INVESTIGA-
TIONS.—
‘‘(1) NATIONAL SECURITY REVIEWS.—
‘‘(A) IN GENERAL.—Upon receiving written
notification under subparagraph (C) of any cov-
ered transaction, or pursuant to a unilateral no-
tification initiated under subparagraph (D) with
respect to any covered transaction, the President,
acting through the Committee—
‘‘(i) shall review the covered trans-
action to determine the effects of the trans-
action on the national security of the
United States; and
‘‘(ii) shall consider the factors specified
in subsection (f) for such purpose, as appro-
priate.
‘‘(B) 
CONTROL
BY
FOREIGN
GOVERN-
MENT.—If the Committee determines that the
covered transaction is a foreign government-con-
trolled transaction, the Committee shall conduct
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an investigation of the transaction under para-
graph (2).
‘‘(C) WRITTEN NOTICE.—
‘‘(i) IN GENERAL.—Any party or par-
ties to any covered transaction may initiate
a review of the transaction under this para-
graph by submitting a written notice of the
transaction to the Chairperson of the Com-
mittee.
‘‘(ii) WITHDRAWAL
OF
NOTICE.—No
covered transaction for which a notice was
submitted under clause (i) may be with-
drawn from review, unless a written request
for such withdrawal is submitted to the
Committee by any party to the transaction
and approved by the Committee.
‘‘(iii) CONTINUING
DISCUSSIONS.—A
request for withdrawal under clause (ii)
shall not be construed to preclude any party
to the covered transaction from continuing
informal discussions with the Committee or
any member thereof regarding possible re-
submission for review pursuant to this
paragraph.
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‘‘(D) 
UNILATERAL
INITIATION
OF
RE-
VIEW.—Subject to subparagraph (F), the Presi-
dent or the Committee may initiate a review
under subparagraph (A) of—
‘‘(i) any covered transaction;
‘‘(ii) any covered transaction that has
previously been reviewed or investigated
under this section, if any party to the
transaction submitted false or misleading
material information to the Committee in
connection with the review or investigation
or omitted material information, including
material documents, from information sub-
mitted to the Committee; or
‘‘(iii) any covered transaction that has
previously been reviewed or investigated
under this section, if—
‘‘(I) any party to the transaction
or the entity resulting from consumma-
tion of the transaction intentionally
materially breaches a mitigation agree-
ment or condition described in sub-
section (l)(1)(A);
‘‘(II) such breach is certified to
the Committee by the lead department
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or agency monitoring and enforcing
such agreement or condition as an in-
tentional material breach; and
‘‘(III) the Committee determines
that there are no other remedies or en-
forcement tools available to address
such breach.
‘‘(E) TIMING.—Any review under this para-
graph shall be completed before the end of the 30-
day period beginning on the date of the accept-
ance of written notice under subparagraph (C)
by the chairperson, or beginning on the date of
the initiation of the review in accordance with
subparagraph (D), as applicable.
‘‘(F) LIMIT
ON
DELEGATION
OF
CERTAIN
AUTHORITY.—The authority of the Committee to
initiate a review under subparagraph (D) may
not be delegated to any person, other than the
Deputy Secretary or an appropriate Under Sec-
retary of the department or agency represented
on the Committee.
‘‘(2) NATIONAL SECURITY INVESTIGATIONS.—
‘‘(A) IN GENERAL.—In each case described
in subparagraph (B), the Committee shall imme-
diately conduct an investigation of the effects of
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a covered transaction on the national security of
the United States, and take any necessary ac-
tions in connection with the transaction to pro-
tect the national security of the United States.
‘‘(B) APPLICABILITY.—Subparagraph (A)
shall apply in each case in which—
‘‘(i) a review of a covered transaction
under paragraph (1) results in a deter-
mination that—
‘‘(I) the transaction threatens to
impair the national security of the
United States and that threat has not
been mitigated during or prior to the
review of a covered transaction under
paragraph (1);
‘‘(II) the transaction is a foreign
government-controlled transaction; or
‘‘(III) the transaction would re-
sult in control of any critical infra-
structure of or within the United
States by or on behalf of any foreign
person, if the Committee determines
that the transaction could impair na-
tional security, and that such impair-
ment to national security has not been
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mitigated by assurances provided or
renewed with the approval of the Com-
mittee, as described in subsection (l),
during the review period under para-
graph (1); or
‘‘(ii) the lead agency recommends, and
the Committee concurs, that an investiga-
tion be undertaken.
‘‘(C) TIMING.—Any investigation under
subparagraph (A) shall be completed before the
end of the 45-day period beginning on the date
on which the investigation commenced.
‘‘(D) EXCEPTION.—
‘‘(i) IN
GENERAL.—Notwithstanding
subparagraph (B)(i), an investigation of a
foreign government-controlled transaction
described in subclause (II) of subparagraph
(B)(i) or a transaction involving critical
infrastructure described in subclause (III)
of subparagraph (B)(i) shall not be required
under this paragraph, if the Secretary of
the Treasury and the head of the lead agen-
cy jointly determine, on the basis of the re-
view of the transaction under paragraph
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(1), that the transaction will not impair the
national security of the United States.
‘‘(ii) NONDELEGATION.—The authority
of the Secretary or the head of an agency
referred to in clause (i) may not be dele-
gated to any person, other than the Deputy
Secretary of the Treasury or the deputy
head (or the equivalent thereof) of the lead
agency, respectively.
‘‘(E) GUIDANCE ON CERTAIN TRANSACTIONS
WITH NATIONAL SECURITY IMPLICATIONS.—The
Chairperson shall, not later than 180 days after
the effective date of the Foreign Investment and
National Security Act of 2007, publish in the
Federal Register guidance on the types of trans-
actions that the Committee has reviewed and
that have presented national security consider-
ations, including transactions that may con-
stitute covered transactions that would result in
control of critical infrastructure relating to
United States national security by a foreign gov-
ernment or an entity controlled by or acting on
behalf of a foreign government.
‘‘(3) CERTIFICATIONS TO CONGRESS.—
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considers necessary or appropriate, or upon a re-
quest for additional information by the Com-
mittee. The Director may begin the analysis at
any time prior to acceptance of the notice, in ac-
cordance with otherwise applicable law.
‘‘(C) INTERACTION
WITH
INTELLIGENCE
COMMUNITY.—The Director of National Intel-
ligence shall ensure that the intelligence commu-
nity remains engaged in the collection, analysis,
and dissemination to the Committee of any addi-
tional relevant information that may become
available during the course of any investigation
conducted under subsection (b) with respect to a
transaction.
‘‘(D) INDEPENDENT ROLE OF DIRECTOR.—
The Director of National Intelligence shall be a
nonvoting, ex officio member of the Committee,
and shall be provided with all notices received by
the Committee under paragraph (1)(C) regard-
ing covered transactions, but shall serve no pol-
icy role on the Committee, other than to provide
analysis under subparagraphs (A) and (C) in
connection with a covered transaction.
‘‘(5) SUBMISSION
OF
ADDITIONAL
INFORMA-
TION.—No provision of this subsection shall be con-
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‘‘(9) as appropriate, and particularly with re-
spect to transactions requiring an investigation under
subsection (b)(1)(B), a review of the current assess-
ment of—
‘‘(A) the adherence of the subject country to
nonproliferation control regimes, including trea-
ties and multilateral supply guidelines, which
shall draw on, but not be limited to, the annual
report on ‘Adherence to and Compliance with
Arms Control, Nonproliferation and Disar-
mament Agreements and Commitments’ required
by section 403 of the Arms Control and Disar-
mament Act;
‘‘(B) the relationship of such country with
the United States, specifically on its record on
cooperating in counter-terrorism efforts, which
shall draw on, but not be limited to, the report
of the President to Congress under section 7120
of the Intelligence Reform and Terrorism Preven-
tion Act of 2004; and
‘‘(C) the potential for transshipment or di-
version of technologies with military applica-
tions, including an analysis of national export
control laws and regulations;