H. R. 5515—542 
Department of Defense or other Federal departments or agen-
cies for the advancement of the national security of the United 
States; 
(5) the extent to which a covered transaction is likely 
to expose, either directly or indirectly, personally identifiable 
information, genetic information, or other sensitive data of 
United States citizens to access by a foreign government or 
foreign person that may exploit that information in a manner 
that threatens national security; and 
(6) whether a covered transaction is likely to have the 
effect 
of 
exacerbating 
or 
creating 
new 
cybersecurity 
vulnerabilities in the United States or is likely to result in 
a foreign government gaining a significant new capability to 
engage in malicious cyber-enabled activities against the United 
States, including such activities designed to affect the outcome 
of any election 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) CLARIFICATION.—The term ‘national security’ shall be 
construed so as to include those issues relating to ‘homeland 
security’, including its application to critical infrastructure. 
‘‘(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, direct 
or indirect, whether exercised or not exercised, to determine, 
direct, or decide important matters affecting an entity, subject 
to regulations prescribed by the Committee. 
‘‘(4) COVERED TRANSACTION.— 
‘‘(A) IN GENERAL.—Except as otherwise provided, the 
term ‘covered transaction’ means— 
‘‘(i) any transaction described in subparagraph 
(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 
set forth in section 1727 of the Foreign Investment 
Risk Review Modernization Act of 2018. 
‘‘(B) 
TRANSACTIONS
DESCRIBED.—A 
transaction 
described in this subparagraph is any of the following: 
‘‘(i) Any merger, acquisition, or takeover that is 
proposed or pending after August 23, 1988, by or with 
any foreign person that could result in foreign control 
of any United States business, including such a merger, 
acquisition, or takeover carried out through a joint 
venture. 
‘‘(ii) Subject to subparagraphs (C) and (E), the 
purchase or lease by, or a concession to, a foreign 
person of private or public real estate that— 
‘‘(I) is located in the United States; 
‘‘(II)(aa) is, is located within, or will function 
as part of, an air or maritime port; or 
‘‘(bb)(AA) is in close proximity to a United 
States military installation or another facility or
H. R. 5515—543 
property of the United States Government that 
is sensitive for reasons relating to national secu-
rity; 
‘‘(BB) could reasonably provide the foreign per-
son the ability to collect intelligence on activities 
being conducted at such an installation, facility, 
or property; or 
‘‘(CC) could otherwise expose national security 
activities at such an installation, facility, or prop-
erty to the risk of foreign surveillance; and 
‘‘(III) meets such other criteria as the Com-
mittee prescribes by regulation, except that such 
criteria may not expand the categories of real 
estate to which this clause applies beyond the 
categories described in subclause (II). 
‘‘(iii) Any other investment, subject to regulations 
prescribed under subparagraphs (D) and (E), by a for-
eign person in any unaffiliated United States business 
that— 
‘‘(I) owns, operates, manufactures, supplies, or 
services critical infrastructure; 
‘‘(II) produces, designs, tests, manufactures, 
fabricates, or develops one or more critical tech-
nologies; or 
‘‘(III) maintains or collects sensitive personal 
data of United States citizens that may be 
exploited in a manner that threatens national 
security. 
‘‘(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 result in— 
‘‘(I) foreign control of the United States busi-
ness; 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. 
‘‘(C) REAL ESTATE TRANSACTIONS.— 
‘‘(i) EXCEPTION FOR CERTAIN REAL ESTATE TRANS-
ACTIONS.—A real estate purchase, lease, or concession 
described in subparagraph (B)(ii) does not include a 
purchase, lease, or concession of— 
‘‘(I) a single ‘housing unit’, as defined by the 
Census Bureau; or 
‘‘(II) real estate in ‘urbanized areas’, as defined 
by the Census Bureau in the most recent census, 
except as otherwise prescribed by the Committee 
in regulations in consultation with the Secretary 
of Defense. 
‘‘(ii) 
DEFINITION
OF
CLOSE
PROXIMITY.—With 
respect to a real estate purchase, lease, or concession 
described in subparagraph (B)(ii)(II)(bb)(AA), the Com-
mittee shall prescribe regulations to ensure that the
H. R. 5515—544 
term ‘close proximity’ refers only to a distance or dis-
tances within which the purchase, lease, or concession 
of real estate could pose a national security risk in 
connection with a United States military installation 
or another facility or property of the United States 
Government described in that subparagraph. 
‘‘(D) OTHER INVESTMENTS.— 
‘‘(i) OTHER INVESTMENT DEFINED.—For purposes of 
subparagraph (B)(iii), the term ‘other investment’ 
means an investment, direct or indirect, by a foreign 
person in a United States business described in that 
subparagraph that is not an investment described in 
subparagraph (B)(i) and that affords the foreign per-
son— 
‘‘(I) access to any material nonpublic technical 
information in the possession of the United States 
business; 
‘‘(II) membership or observer rights on the 
board of directors or equivalent governing body 
of the United States business or the right to nomi-
nate an individual to a position on the board of 
directors or equivalent governing body; or 
‘‘(III) any involvement, other than through 
voting of shares, in substantive decisionmaking 
of the United States business regarding— 
‘‘(aa) the use, development, acquisition, 
safekeeping, or release of sensitive personal 
data of United States citizens maintained or 
collected by the United States business; 
‘‘(bb) the use, development acquisition, or 
release of critical technologies; or 
‘‘(cc) the management, operation, manu-
facture, or supply of critical infrastructure. 
‘‘(ii) MATERIAL NONPUBLIC TECHNICAL INFORMATION 
DEFINED.— 
‘‘(I) IN GENERAL.—For purposes of clause (i)(I), 
and subject to regulations prescribed by the Com-
mittee, the term ‘material nonpublic technical 
information’ means information that— 
‘‘(aa) provides knowledge, know-how, or 
understanding, not available in the public 
domain, of the design, location, or operation 
of critical infrastructure; or 
‘‘(bb) is not available in the public domain, 
and is necessary to design, fabricate, develop, 
test, produce, or manufacture critical tech-
nologies, including processes, techniques, or 
methods. 
‘‘(II) EXEMPTION
FOR
FINANCIAL
INFORMA-
TION.—Notwithstanding subclause (I), for purposes 
of this subparagraph, the term ‘material nonpublic 
technical information’ does not include financial 
information regarding the performance of a United 
States business. 
‘‘(iii) REGULATIONS.— 
‘‘(I) IN GENERAL.—The Committee shall pre-
scribe regulations providing guidance on the types
H. R. 5515—545 
of transactions that the Committee considers to 
be ‘other investment’ for purposes of subparagraph 
(B)(iii). 
‘‘(II) UNITED STATES BUSINESSES THAT OWN, 
OPERATE, MANUFACTURE, SUPPLY, OR SERVICE CRIT-
ICAL
INFRASTRUCTURE.—The 
regulations 
pre-
scribed by the Committee with respect to an invest-
ment described in subparagraph (B)(iii)(I) shall— 
‘‘(aa) specify the critical infrastructure 
subject to that subparagraph based on criteria 
intended to limit application of that subpara-
graph to the subset of critical infrastructure 
that is likely to be of importance to the 
national security of the United States; and 
‘‘(bb) enumerate specific types and exam-
ples of such critical infrastructure. 
‘‘(iv) SPECIFIC
CLARIFICATION
FOR
INVESTMENT 
FUNDS.— 
‘‘(I) TREATMENT OF CERTAIN INVESTMENT FUND 
INVESTMENTS.—Notwithstanding clause (i)(II) and 
subject to regulations prescribed by the Com-
mittee, an indirect investment by a foreign person 
in a United States business described in subpara-
graph (B)(iii) through an investment fund that 
affords the foreign person (or a designee of the 
foreign person) membership as a limited partner 
or equivalent on an advisory board or a committee 
of the fund shall not be considered an ‘other invest-
ment’ for purposes of subparagraph (B)(iii) if— 
‘‘(aa) the fund is managed exclusively by 
a general partner, a managing member, or 
an equivalent; 
‘‘(bb) the general partner, managing 
member, or equivalent is not a foreign person; 
‘‘(cc) the advisory board or committee does 
not have the ability to approve, disapprove, 
or otherwise control— 
‘‘(AA) investment decisions of the 
fund; or 
‘‘(BB) decisions made by the general 
partner, managing 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 authority— 
‘‘(AA) to approve, disapprove, or other-
wise control investment decisions of the 
fund; 
‘‘(BB) to approve, disapprove, or other-
wise control decisions made by the general 
partner, managing member, or equivalent 
related to entities in which the fund is 
invested; or 
‘‘(CC) to unilaterally dismiss, prevent 
the dismissal of, select, or determine the
H. R. 5515—546 
compensation of the general partner, man-
aging member, or equivalent; 
‘‘(ee) the foreign person does not have 
access to material nonpublic technical informa-
tion as a result of its participation on the 
advisory board or committee; and 
‘‘(ff) the investment otherwise 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 provided in item (bb), a waiver of a potential 
conflict of interest, a waiver of an allocation 
limitation, or a similar activity, applicable to 
a transaction pursuant to the terms of an 
agreement governing an investment fund shall 
not be considered to constitute control of 
investment decisions of the fund or decisions 
relating to entities in which the fund is 
invested. 
‘‘(bb) EXCEPTION.—The Committee may 
prescribe regulations providing for exceptions 
to item (aa) for extraordinary circumstances. 
‘‘(v) EXCEPTION FOR AIR CARRIERS.—For purposes 
of subparagraph (B)(iii), the term ‘other investment’ 
does not include an investment involving an air carrier, 
as defined in section 40102(a)(2) of title 49, United 
States Code, that holds a certificate issued under sec-
tion 41102 of that title. 
‘‘(vi) RULE OF CONSTRUCTION.—Any definition of 
‘critical infrastructure’ established under any provision 
of law other than this section shall not be determina-
tive for purposes of this section. 
‘‘(E) COUNTRY
SPECIFICATION.—The Committee shall 
prescribe regulations that further define the term ‘foreign 
person’ for purposes of clauses (ii) and (iii) of subparagraph 
(B). In prescribing such regulations, the Committee shall 
specify criteria to limit the application of such clauses 
to the investments of certain categories of foreign persons. 
Such criteria shall take into consideration how a foreign 
person is connected to a foreign country or foreign govern-
ment, and whether the connection may affect the national 
security of the United States. 
‘‘(F) TRANSFERS OF CERTAIN ASSETS PURSUANT TO BANK-
RUPTCY
PROCEEDINGS
OR
OTHER
DEFAULTS.—The Com-
mittee shall prescribe regulations to clarify that the term 
‘covered transaction’ includes any transaction described in 
subparagraph (B) that arises pursuant to a bankruptcy 
proceeding or other form of default on debt. 
‘‘(5) CRITICAL INFRASTRUCTURE.—The term ‘critical infra-
structure’ means, subject to regulations prescribed by the Com-
mittee, systems and assets, whether physical 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 security. 
‘‘(6) CRITICAL TECHNOLOGIES.—
H. R. 5515—547 
‘‘(A) IN
GENERAL.—The term ‘critical technologies’ 
means 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 sub-
chapter M of chapter I of title 22, Code of Federal 
Regulations. 
‘‘(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 
regimes, 
including for reasons relating to national security, 
chemical and biological weapons proliferation, 
nuclear nonproliferation, or missile technology; or 
‘‘(II) for reasons relating to regional stability 
or surreptitious listening. 
‘‘(iii) Specially designed and prepared nuclear 
equipment, parts and components, materials, software, 
and technology covered by part 810 of title 10, Code 
of Federal Regulations (relating to assistance to foreign 
atomic energy activities). 
‘‘(iv) Nuclear facilities, equipment, and material 
covered by part 110 of title 10, Code of Federal Regula-
tions (relating to export and import of nuclear equip-
ment and material). 
‘‘(v) Select agents and toxins covered by part 331 
of title 7, Code of Federal Regulations, part 121 of 
title 9 of such Code, or part 73 of title 42 of such 
Code. 
‘‘(vi) Emerging and foundational technologies con-
trolled pursuant to section 1758 of the Export Control 
Reform Act of 2018. 
‘‘(B) RECOMMENDATIONS.— 
‘‘(i) IN GENERAL.—The chairperson may recommend 
technologies for identification under the interagency 
process set forth in section 1758(a) of the Export Con-
trol Reform Act of 2018. 
‘‘(ii) MATTERS
INFORMING
RECOMMENDATIONS.— 
Recommendations by the chairperson under clause (i) 
shall draw upon information arising from reviews and 
investigations conducted under subsection (b), notices 
submitted under subsection (b)(1)(C)(i), declarations 
filed under subsection (b)(1)(C)(v), and non-notified and 
non-declared transactions identified under subsection 
(b)(1)(H). 
‘‘(7) FOREIGN
GOVERNMENT-CONTROLLED
TRANSACTION.— 
The term ‘foreign government-controlled transaction’ means any 
covered transaction that could result in the control of any 
United States business by a foreign government or an entity 
controlled by or acting on behalf of a foreign government. 
‘‘(8) 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)). 
‘‘(9) INVESTMENT.—The term ‘investment’ means the 
acquisition of equity interest, including contingent equity
H. R. 5515—548 
interest, as further defined in regulations prescribed by the 
Committee. 
‘‘(10) LEAD AGENCY.—The term ‘lead agency’ means the 
agency or agencies designated as the lead agency or agencies 
pursuant to subsection (k)(5). 
‘‘(11) PARTY.—The term ‘party’ has the meaning given that 
term in regulations prescribed by the Committee. 
‘‘(12) UNITED STATES.—The term ‘United States’ means the 
several States, the District of Columbia, and any territory 
or possession of the United States. 
‘‘(13) 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 ACCEPTANCE.— 
‘‘(aa) IN GENERAL.—Subject to item (cc), 
the Committee shall provide comments on a 
draft or formal written notice or accept a 
formal written notice submitted under sub-
clause (I) with respect to a covered transaction 
not later than the date that is 10 business 
days after the date of submission of the draft 
or formal written notice. 
‘‘(bb) COMPLETENESS.—If the Committee 
determines that a draft or formal written 
notice described in item (aa) is not complete, 
the Committee shall notify the party or parties 
to the transaction in writing that the notice 
is not complete and provide an explanation 
of all material respects in which the notice 
is incomplete. 
‘‘(cc) 
STIPULATIONS
REQUIRED.—The 
timing requirement under item (aa) shall 
apply only in a case in which the parties stipu-
late under clause (vi) that the transaction is 
a covered transaction.’’. 
SEC. 1705. INCLUSION OF PARTNERSHIP AND SIDE AGREEMENTS 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: 
‘‘(iv) INCLUSION OF PARTNERSHIP AND SIDE AGREE-
MENTS.—The Committee may require a written notice 
submitted under clause (i) to include a copy of any 
partnership agreements, integration agreements, or 
other side agreements relating to the transaction, as 
specified in regulations prescribed by the Committee.’’.
H. R. 5515—549 
SEC. 1706. DECLARATIONS FOR CERTAIN COVERED TRANSACTIONS. 
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 following: 
‘‘(v) DECLARATIONS FOR CERTAIN COVERED TRANS-
ACTIONS.— 
‘‘(I) IN
GENERAL.—A party to any covered 
transaction may submit to the Committee a dec-
laration with basic information regarding the 
transaction instead of a written notice under 
clause (i). 
‘‘(II) REGULATIONS.—The Committee shall pre-
scribe regulations establishing requirements for 
declarations submitted under this clause. In pre-
scribing such regulations, the Committee shall 
ensure that such declarations are submitted as 
abbreviated notifications that would not generally 
exceed 5 pages in length. 
‘‘(III) COMMITTEE
RESPONSE
TO
DECLARA-
TION.— 
‘‘(aa) IN GENERAL.—Upon receiving a dec-
laration under this clause with respect to a 
covered transaction, the Committee may, at 
the discretion of the Committee— 
‘‘(AA) request that the parties to the 
transaction file a written notice under 
clause (i); 
‘‘(BB) inform the parties to the trans-
action that the Committee is not able to 
complete action under this 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 Com-
mittee that the Committee has completed 
all action under this section with respect 
to the transaction; 
‘‘(CC) initiate a unilateral review of 
the transaction under subparagraph (D); 
or 
‘‘(DD) notify the parties in writing 
that the Committee has completed all 
action under this section with respect to 
the transaction. 
‘‘(bb) TIMING.—The Committee shall take 
action under item (aa) not later than 30 days 
after receiving a declaration under this clause. 
‘‘(cc) RULE OF CONSTRUCTION.—Nothing in 
this subclause (other than item (aa)(CC)) shall 
be construed to affect the authority of the 
President or the Committee to take any action 
authorized by this section with respect to a 
covered transaction. 
‘‘(IV) MANDATORY DECLARATIONS.— 
‘‘(aa) REGULATIONS.—The Committee shall 
prescribe regulations specifying the types of
H. R. 5515—550 
covered transactions for which the Committee 
requires a declaration under this subclause. 
‘‘(bb) CERTAIN
COVERED
TRANSACTIONS 
WITH FOREIGN GOVERNMENT INTERESTS.— 
‘‘(AA) IN
GENERAL.—Except as pro-
vided in subitem (BB), the parties to a 
covered transaction shall submit a dec-
laration described in subclause (I) with 
respect to the transaction if the trans-
action involves an investment that results 
in the acquisition, directly or indirectly, 
of a substantial interest in a United States 
business 
described 
in 
subsection 
(a)(4)(B)(iii) by a foreign person in which 
a foreign government has, directly or 
indirectly, a substantial interest. 
‘‘(BB) 
SUBSTANTIAL
INTEREST 
DEFINED.—In this item, the term ‘substan-
tial interest’ has the meaning given that 
term in regulations which the Committee 
shall prescribe. In developing those regu-
lations, the Committee shall consider the 
means by which a foreign government 
could influence the actions of a foreign 
person, including through board member-
ship, ownership interest, or shareholder 
rights. An interest that is excluded under 
subparagraph (D) of subsection (a)(4) from 
the term ‘other investment’ as used in 
subparagraph (B)(iii) of that subsection or 
that is less than a 10 percent voting 
interest shall not be considered a substan-
tial interest. 
‘‘(CC) WAIVER.—The Committee may 
waive, with respect to a foreign person, 
the requirement under subitem (AA) for 
the submission of a declaration described 
in subclause (I) if the Committee deter-
mines that the foreign person dem-
onstrates that the investments of the for-
eign person are not directed by a foreign 
government and the foreign person has 
a history of cooperation with the Com-
mittee. 
‘‘(cc) OTHER DECLARATIONS REQUIRED BY 
COMMITTEE.—The Committee may require the 
submission of a declaration described in sub-
clause (I) with respect to any covered trans-
action identified under regulations prescribed 
by the Committee for purposes of this item, 
at the discretion of the Committee, that 
involves a United States business described 
in subsection (a)(4)(B)(iii)(II). 
‘‘(dd) EXCEPTION.—The submission of a 
declaration described in subclause (I) shall not 
be required pursuant to this subclause with
H. R. 5515—551 
respect to an investment by an investment 
fund if— 
‘‘(AA) the fund is managed exclusively 
by a general partner, a managing member, 
or an equivalent; 
‘‘(BB) the general partner, 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 fund, 
the criteria specified in items (cc) and (dd) 
of subsection (a)(4)(D)(iv). 
‘‘(ee) SUBMISSION OF WRITTEN NOTICE AS 
AN ALTERNATIVE.—Parties to a covered trans-
action for which a declaration is required 
under this subclause may instead elect to 
submit a written notice under clause (i). 
‘‘(ff) TIMING
AND
REFILING
OF
SUBMIS-
SION.— 
‘‘(AA) IN
GENERAL.—In the regula-
tions prescribed under item (aa), the Com-
mittee may not require a declaration to 
be submitted under this subclause with 
respect to a covered transaction more than 
45 days before the completion of the trans-
action. 
‘‘(BB) REFILING
OF
DECLARATION.— 
The Committee may not request or rec-
ommend that a declaration submitted 
under this subclause be withdrawn and 
refiled, except to permit parties to a cov-
ered transaction to correct material errors 
or omissions in the declaration submitted 
with respect to that transaction. 
‘‘(gg) PENALTIES.—The Committee may 
impose a penalty pursuant to subsection (h)(3) 
with respect to a party that fails to comply 
with this subclause.’’. 
SEC. 1707. STIPULATIONS REGARDING TRANSACTIONS. 
Section 721(b)(1)(C) of the Defense Production Act of 1950 
(50 U.S.C. 4565(b)(1)(C)), as amended by section 1706, is further 
amended by adding at the end the following: 
‘‘(vi) STIPULATIONS REGARDING TRANSACTIONS.— 
‘‘(I) IN
GENERAL.—In a written notice sub-
mitted under clause (i) or a declaration submitted 
under clause (v) with respect to a transaction, 
a party to the transaction may— 
‘‘(aa) stipulate that the transaction is a 
covered transaction; and 
‘‘(bb) if the party stipulates that the trans-
action is a covered transaction under item (aa), 
stipulate that the transaction is a foreign 
government-controlled transaction.