109TH CONGRESS 
2D SESSION 
H. R. 5337
AN ACT 
To ensure national security while promoting foreign 
investment and the creation and maintenance of 
jobs, to reform the process by which such invest-
ments 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.
109TH CONGRESS 
2D SESSION 
H. R. 5337
AN ACT 
To ensure national security while promoting foreign invest-
ment and the creation and maintenance of jobs, to re-
form the process by which such investments are exam-
ined for any effect they may have on national security, 
to establish the Committee on Foreign Investment in 
the United States, and for other purposes.
Be it enacted by the Senate and House of Representa-
tives of the United States of America in Congress assembled, 
SECTION 1. SHORT TITLE. 
This Act may be cited as the ‘‘National Security For-
eign Investment Reform and Strengthened Transparency 
Act of 2006’’. 
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 new subsections: 
‘‘(a) DEFINITIONS.—For purposes of this section, the 
following definitions shall apply: 
‘‘(1) 
COMMITTEE.—The 
term 
‘Committee’ 
means the Committee on Foreign Investment in the 
United States. 
‘‘(2) CONTROL.—The term ‘control’ has the 
meaning given to such term in regulations which the 
Committee shall prescribe. 
‘‘(3) COVERED TRANSACTION.—The term ‘cov-
ered transaction’ means any merger, acquisition, or 
takeover by or with any foreign person which could 
result in foreign control of any person engaged in 
interstate commerce in the United States.
‘‘(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 en-
gaged in interstate commerce in the United States 
by a foreign 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. 
‘‘(b) NATIONAL SECURITY REVIEWS AND INVESTIGA-
TIONS.—
‘‘(1) NATIONAL SECURITY REVIEWS.—
‘‘(A) IN GENERAL.—Upon receiving writ-
ten notification under subparagraph (C) of any 
covered transaction, or on a motion made under 
subparagraph (D) with respect to any covered 
transaction, the President, acting through the 
Committee, shall review the covered transaction 
to determine the effects on the national security 
of the United States. 
‘‘(B) CONTROL
BY
FOREIGN
GOVERN-
MENT.—If the Committee determines that the 
covered transaction is a foreign government-
controlled transaction, the Committee shall con-
duct an investigation of the transaction under 
paragraph (2). 
‘‘(C) WRITTEN NOTICE.—
‘‘(i) IN GENERAL.—Any party to any 
covered transaction may initiate a review 
of the transaction under this paragraph by 
submitting a written notice of the trans-
action 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—
‘‘(I) a written request for such 
withdrawal is submitted by any party 
to the transaction; and 
‘‘(II) the request is approved in 
writing by the Chairperson, in con-
sultation with the Vice Chairpersons, 
of the Committee. 
‘‘(iii) CONTINUING
DISCUSSIONS.—
The approval of a withdrawal request 
under clause (ii) shall not be construed as 
precluding any party to the covered trans-
action from continuing informal discus-
sions with the Committee or any Com-
mittee member regarding possible resub-
mission for review pursuant to this para-
graph. 
‘‘(D) UNILATERAL
INITIATION
OF
RE-
VIEW.—The President, the Committee, or any 
member of the Committee may move to 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 any party to the 
transaction or the entity resulting from 
consummation of the transaction inten-
tionally materially breaches a mitigation
agreement or condition described in sub-
section (l)(1)(A), and—
‘‘(I) such breach is certified by 
the lead department or agency moni-
toring and enforcing such agreement 
or condition as an intentional material 
breach; and 
‘‘(II) such department or agency 
certifies that there is no other remedy 
or enforcement tool available to ad-
dress such breach. 
‘‘(E) TIMING.—Any review under this 
paragraph shall be completed before the end of 
the 30-day period beginning on the date of the 
receipt of written notice under subparagraph 
(C) by the Chairperson of the Committee, or 
the date of the initiation of the review in ac-
cordance with a motion under subparagraph 
(D). 
‘‘(2) NATIONAL SECURITY INVESTIGATIONS.—
‘‘(A) IN
GENERAL.—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); or 
‘‘(II) the transaction is a foreign 
government-controlled transaction; 
‘‘(ii) a roll call vote pursuant to para-
graph (3)(A) in connection with a review 
under paragraph (1) of any covered trans-
action results in at least 1 vote by a Com-
mittee member against approving the 
transaction; or 
‘‘(iii) the Director of National Intel-
ligence identifies particularly complex intel-
ligence concerns that could threaten to im-
pair the national security of the United 
States and Committee members were not 
able to develop and agree upon measures 
to mitigate satisfactorily those threats dur-
ing the initial review period under para-
graph (1), 
the President, acting through the Committee, 
shall immediately conduct an investigation of
the effects of the transaction on the national se-
curity of the United States and take any nec-
essary actions in connection with the trans-
action to protect the national security of the 
United States. 
‘‘(B) TIMING.—
‘‘(i) IN GENERAL.—Any investigation 
under subparagraph (A) shall be completed 
before the end of the 45-day period begin-
ning on the date of the investigation com-
menced. 
‘‘(ii) EXTENSIONS OF TIME.—The pe-
riod established under subparagraph (B) 
for any investigation of a covered trans-
action may be extended with respect to any 
particular investigation by the President or 
by a rollcall vote of at least 2/3 of the 
members of the Committee involved in the 
investigation by the amount of time speci-
fied by the President or the Committee at 
the time of the extension, not to exceed 45 
days, as necessary to collect and fully 
evaluate information relating to—
‘‘(I) the covered transaction or 
parties to the transaction; and
‘‘(II) any effect of the trans-
action that could threaten to impair 
the national security of the United 
States. 
‘‘(3) APPROVAL
OF
CHAIRPERSON
AND
VICE 
CHAIRPERSONS REQUIRED.—
‘‘(A) IN GENERAL.—A review or investiga-
tion under this subsection of a covered trans-
action shall not be treated as final or complete 
until the findings and the report resulting from 
such review or investigation are approved by a 
majority of the members of the Committee in a 
roll call vote and signed by the Secretary of the 
Treasury, the Secretary of Homeland Security, 
and the Secretary of Commerce (and such au-
thority of each such Secretary may not be dele-
gated to any person other than the Deputy Sec-
retary of the Treasury, the Deputy Secretary of 
Homeland Security, or the Deputy Secretary of 
Commerce, respectively). 
‘‘(B) ADDITIONAL
ACTION
REQUIRED
IN 
CERTAIN CASES.—In the case of any roll call 
vote pursuant to subparagraph (A) in connec-
tion with an investigation under paragraph (2) 
of any foreign government-controlled trans-
action in which there is at least 1 vote by a 
Committee member against approving the 
transaction, the investigation shall not be treat-
ed as final or complete until the findings and 
report resulting from such investigation are 
signed by the President (in addition to the 
Chairperson and the Vice Chairpersons of the 
Committee under subparagraph (A)). 
‘‘(4) ANALYSIS BY DIRECTOR OF NATIONAL IN-
TELLIGENCE.—
‘‘(A) IN GENERAL.—The Director of Na-
tional Intelligence shall expeditiously carry out 
a thorough analysis of any threat to the na-
tional security of the United States of any cov-
ered transaction, including making requests for 
information to the Director of the Office of 
Foreign Assets Control within the Department 
of the Treasury and the Director of the Finan-
cial Crimes Enforcement Network. The Direc-
tor of National Intelligence also shall seek and 
incorporate the views of all affected or appro-
priate intelligence agencies. 
‘‘(B) 30-DAY MINIMUM.—The Director of 
National Intelligence shall be provided no less 
than 30 days to complete the analysis required
under subparagraph (A), except in any instance 
described in paragraph (2)(A)(iii). 
‘‘(C) INDEPENDENT ROLE OF DIRECTOR.—
The Director of National Intelligence shall not 
be a member of the Committee and shall serve 
no policy role with the Committee other than to 
provide analysis under subparagraph (A) in 
connection with a covered transaction. 
‘‘(5) RESUBMITTALS OF NOTICE AND REQUESTS 
FOR ADDITIONAL REVIEW OR INVESTIGATION.—
‘‘(A) IN GENERAL.—No provision of this 
subsection shall be construed as prohibiting any 
party to a covered transaction from—
‘‘(i) submitting additional information 
concerning the transaction, including any 
proposed restructuring of the transaction 
or any modifications to any agreements in 
connection with the transaction, while any 
review or investigation of the transaction is 
on-going; or 
‘‘(ii) requesting a review or investiga-
tion of the transaction after any previous 
review or investigation of the same or a 
similar transaction has become final if in-
formation material to the prior review or