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activities designed to affect the outcome of any elec-
tion for Federal office. 
SEC. 1703. DEFINITIONS. 
Section 721(a) of the Defense Production Act of 1950 
(50 U.S.C. 4565(a)) is amended to read as follows: 
‘‘(a) DEFINITIONS.—In this section: 
‘‘(1) ACCESS.—The term ‘access’ means the abil-
ity and opportunity to obtain information, subject to 
regulations prescribed by the Committee. 
‘‘(2) COMMITTEE; 
CHAIRPERSON.—The terms 
‘Committee’ and ‘chairperson’ mean the Committee on 
Foreign Investment in the United States and the 
chairperson thereof, respectively. 
‘‘(3) CONTROL.—The term ‘control’ means the 
power to determine, direct, or decide important mat-
ters affecting an entity, subject to regulations pre-
scribed by the Committee. 
‘‘(4) COUNTRY OF SPECIAL CONCERN.— 
‘‘(A) IN GENERAL.—The term ‘country of 
special concern’ means a country that poses a 
significant threat to the national security inter-
ests of the United States. 
‘‘(B) RULE OF CONSTRUCTION.—This para-
graph shall not be construed to require the Com-
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mittee to maintain a list of countries of special 
concern. 
‘‘(5) COVERED TRANSACTION.— 
‘‘(A) IN
GENERAL.—Except as otherwise 
provided, the term ‘covered transaction’ means— 
‘‘(i) any transaction described in sub-
paragraph (B)(i); and 
‘‘(ii) any transaction described in 
clauses (ii) through (v) of subparagraph (B) 
that is proposed, pending, or completed on 
or after the effective date specified in section 
1732(b)(1)(A) of the Foreign Investment 
Risk Review Modernization Act of 2018. 
‘‘(B) TRANSACTIONS DESCRIBED.—A trans-
action described in this subparagraph is any of 
the following: 
‘‘(i) Any merger, acquisition, or take-
over that is proposed or pending after Au-
gust 23, 1988, by or with any foreign per-
son that could result in foreign control of 
any United States business. 
‘‘(ii) Subject to subparagraph (C), the 
purchase or lease by a foreign person of, or 
a concession offered to a foreign person with
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respect to, private or public real estate 
that— 
‘‘(I) is located in the United 
States; 
‘‘(II)(aa) is, is located at, or will 
function as part of, a land, air, or 
maritime port; or 
‘‘(bb)(AA) is in close proximity to 
a United States military installation 
or another facility or property of the 
United States Government that is sen-
sitive for reasons relating to national 
security; 
‘‘(BB) could reasonably provide 
the foreign person the ability to collect 
information on activities being con-
ducted at such an installation, facility, 
or property; or 
‘‘(CC) could otherwise expose na-
tional security activities at such an in-
stallation, facility, or property to the 
risk of foreign surveillance; and 
‘‘(III) meets such other criteria as 
the Committee prescribes by regulation, 
as long as such criteria do not expand
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the categories of real estate to which 
this clause applies beyond the cat-
egories described in subclause (II). 
‘‘(iii) Any other investment (other than 
a passive investment) by a foreign person in 
any United States critical technology com-
pany or United States critical infrastruc-
ture company that is unaffiliated with the 
foreign person, subject to regulations pre-
scribed under subparagraph (C). 
‘‘(iv) Any change in the rights that a 
foreign person has with respect to a United 
States business in which the foreign person 
has an investment, if that change could re-
sult in— 
‘‘(I) foreign control of the United 
States business; or 
‘‘(II) an investment described in 
clause (iii). 
‘‘(v) Any other transaction, transfer, 
agreement, or arrangement the structure of 
which is designed or intended to evade or 
circumvent the application of this section, 
subject to regulations prescribed by the 
Committee.
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‘‘(C) FURTHER DEFINITION THROUGH REG-
ULATIONS.— 
‘‘(i) EXCEPTION
FOR
CERTAIN
REAL 
ESTATE TRANSACTIONS.—A real estate pur-
chase or lease described in subparagraph 
(B)(ii) does not include a lease or purchase 
of— 
‘‘(I) a single ‘housing unit’, as de-
fined by the Census Bureau; or 
‘‘(II) real estate in ‘urbanized 
areas’, as defined by the Census Bu-
reau in the most recent census, except 
as otherwise prescribed by the Com-
mittee in regulations in consultation 
with the Secretary of Defense. 
‘‘(ii) CERTAIN OTHER INVESTMENT.— 
The Committee shall prescribe regulations 
further defining covered transactions de-
scribed in subparagraph (B)(iii) by ref-
erence to the technology, sector, subsector, 
transaction type, or other characteristics of 
such transactions. 
‘‘(iii) EXEMPTION FOR TRANSACTIONS 
FROM IDENTIFIED COUNTRIES.—
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‘‘(I) IN
GENERAL.—The Com-
mittee shall, by regulation, define cir-
cumstances 
and 
procedures 
under 
which a transaction otherwise de-
scribed in clause (ii) or (iii) of sub-
paragraph (B) is excluded from the 
definition of ‘covered transaction’ if 
each foreign person that is a party to 
the transaction, and each foreign per-
son with ownership or control over a 
party to the transaction, is from (as 
determined by the Committee pursuant 
to regulations prescribed by the Com-
mittee), a country or part of a country 
identified by the Committee for pur-
poses of this clause based on factors es-
tablished by the Committee, such as— 
‘‘(aa) whether, in the sole 
judgment of the Committee, the 
process of the country for review-
ing the national security effects of 
foreign investment and associated 
international cooperation effec-
tively safeguards national security
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that arises pursuant to a bankruptcy pro-
ceeding or other form of default on debt. 
‘‘(D) PASSIVE INVESTMENT DEFINED.— 
‘‘(i) IN
GENERAL.—For purposes of 
subparagraph (B)(iii), the term ‘passive in-
vestment’ means an investment, direct or 
indirect, by a foreign person in a United 
States critical infrastructure company or 
United States critical technology company 
that meets the following criteria: 
‘‘(I) The investment is not de-
scribed in subparagraph (B)(i). 
‘‘(II) The investment does not af-
ford the foreign person— 
‘‘(aa) access to any material 
nonpublic technical information 
in the possession of the United 
States critical infrastructure com-
pany or United States critical 
technology company; 
‘‘(bb) membership or observer 
rights on the board of directors or 
equivalent governing body of the 
United States critical infrastruc-
ture company or United States
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critical technology company or the 
right to nominate an individual 
to a position on the board of di-
rectors or equivalent governing 
body; or 
‘‘(cc) any involvement, other 
than through voting of shares, in 
substantive decisionmaking relat-
ing to the management, govern-
ance, or operation of the United 
States critical infrastructure com-
pany or United States critical 
technology company. 
‘‘(III) The foreign person does not 
have a material parallel strategic part-
nership or other material financial re-
lationship, as described in regulations 
prescribed by the Committee, with the 
United States critical infrastructure 
company or United States critical 
technology company. 
‘‘(IV) Such other criteria as the 
Committee may prescribe by regula-
tion, which shall be consistent with the
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criteria specified in subclauses (I), 
(II), and (III). 
‘‘(ii) MATERIAL
NONPUBLIC
TECH-
NICAL
INFORMATION
DEFINED.—For pur-
poses of clause (i)(II)(aa), the term ‘mate-
rial nonpublic technical information’ has 
the meaning given that term in regulations 
prescribed by the Committee, except that the 
term does not include financial information 
regarding the performance of a United 
States critical infrastructure company or 
United States critical technology company. 
‘‘(iii) EFFECT OF LEVEL OF OWNER-
SHIP INTEREST.— 
‘‘(I) IN GENERAL.—A determina-
tion of whether an investment is a pas-
sive investment under clause (i) shall 
be made without regard to how low the 
level of ownership interest a foreign 
person would hold or acquire in a 
United States critical infrastructure 
company or United States critical 
technology company would be as a re-
sult of the investment. 
‘‘(II) REGULATIONS.—
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† HR 5515 PAP
‘‘(aa) 
IN
GENERAL.—The 
Committee may prescribe regula-
tions specifying that any invest-
ment (other than an investment 
described in item (bb)) greater 
than a certain level or amount 
shall not be considered a passive 
investment under clause (i). 
‘‘(bb) 
INVESTMENT
DE-
SCRIBED.—An 
investment 
de-
scribed in this item is an invest-
ment— 
‘‘(AA) by a foreign per-
son in a United States crit-
ical infrastructure company 
or United States critical 
technology company through 
an investment fund; 
‘‘(BB) that does not re-
sult in the foreign person’s 
control of the United States 
critical technology or United 
States critical infrastructure 
company; and
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‘‘(CC) 
that 
otherwise 
meets the requirements of 
clauses (i) and (iv), as appli-
cable. 
‘‘(iv) SPECIFIC CLARIFICATION FOR IN-
VESTMENT FUNDS.— 
‘‘(I) TREATMENT OF CERTAIN IN-
VESTMENTS
AS
PASSIVE
INVEST-
MENTS.—Notwithstanding 
clause 
(i)(II)(bb) and subject to regulations 
prescribed by the Committee, an indi-
rect investment by a foreign person in 
a United States critical infrastructure 
company or United States critical 
technology company through an invest-
ment fund that affords the foreign per-
son (or a designee of the foreign per-
son) membership as a limited partner 
on an advisory board or a committee 
of the fund shall be considered a pas-
sive investment if— 
‘‘(aa) the fund is managed 
exclusively by a general partner, a 
managing member, or an equiva-
lent;
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‘‘(bb) the general partner, 
managing member, or equivalent 
is not a foreign person; 
‘‘(cc) the advisory board or 
committee does not have the abil-
ity to approve, disapprove, or oth-
erwise control— 
‘‘(AA) investment deci-
sions of the fund; or 
‘‘(BB) decisions made 
by the general partner, man-
aging member, or equivalent 
related to entities in which 
the fund is invested; 
‘‘(dd) the foreign person does 
not otherwise have the ability to 
control the fund, including the au-
thority— 
‘‘(AA) to approve, dis-
approve, or otherwise control 
investment decisions of the 
fund; 
‘‘(BB) to approve, dis-
approve, or otherwise control 
decisions made by the general
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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
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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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‘‘(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
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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.
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‘‘(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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‘‘(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.
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‘‘(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.
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‘‘(16) UNITED
STATES.—The term ‘United 
States’ means the several States, the District of Co-
lumbia, and any territory or possession of the United 
States. 
‘‘(17) UNITED
STATES
BUSINESS.—The term 
‘United States business’ means a person engaged in 
interstate commerce in the United States.’’. 
SEC. 1704. ACCEPTANCE OF WRITTEN NOTICES. 
Section 721(b)(1)(C)(i) of the Defense Production Act 
of 1950 (50 U.S.C. 4565(b)(1)(C)(i)) is amended— 
(1) by striking ‘‘Any party’’ and inserting the 
following: 
‘‘(I) IN
GENERAL.—Any party’’; 
and 
(2) by adding at the end the following: 
‘‘(II) COMMENTS
AND
ACCEPT-
ANCE.— 
‘‘(aa) IN GENERAL.—Subject 
to item (cc), the Committee shall 
provide comments on a draft or 
final written notice or accept a 
final written notice submitted 
under subclause (I) with respect 
to a covered transaction not later 
than the date that is 10 business
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† HR 5515 PAP
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:
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† HR 5515 PAP
‘‘(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).
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‘‘(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