I 
109TH CONGRESS 
2D SESSION 
H. R. 4915 
To amend section 721 of the Defense Production Act of 1950 to implement 
certain recommendations relating to the review of certain mergers, acqui-
sitions, or takeovers by or with any foreign person, and for other pur-
poses. 
IN THE HOUSE OF REPRESENTATIVES 
MARCH 9, 2006 
Mrs. MALONEY (for herself, Mr. SHAYS, Mr. FRANK of Massachusetts, and 
Mr. GUTIERREZ) introduced the following bill; which was referred to the 
Committee on Financial Services, and in addition to the Committees on 
Energy and Commerce and International Relations, for a period to be 
subsequently determined by the Speaker, in each case for consideration 
of such provisions as fall within the jurisdiction of the committee con-
cerned 
A BILL 
To amend section 721 of the Defense Production Act of 
1950 to implement certain recommendations relating to 
the review of certain mergers, acquisitions, or takeovers 
by or with any foreign person, 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 ‘‘Committee on Foreign 
Investment in the United States Reform Act’’. 
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SEC. 2. CLARIFICATION OF REVIEW AND INVESTIGATION 
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) NATIONAL SECURITY REVIEW.— 
‘‘(1) IN GENERAL.—Upon receiving written no-
tification, as prescribed by regulations under this 
section, of any proposed or pending merger, acquisi-
tion, 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, the President or the President’s designee 
shall review the proposed or pending merger, acqui-
sition, or takeover to determine whether the pro-
posed or pending merger, acquisition, or takeover 
may possibly have an effect on the national security 
of the United States. 
‘‘(2) PROCEDURE.—The President or the Presi-
dent’s designee shall establish, by regulation, proce-
dures that— 
‘‘(A) require each of the factors listed in 
subsection (f) to be considered in the course of 
a review under paragraph (1); and 
‘‘(B) require a specific response to be pre-
pared with respect to the applicability of each 
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such factor to the proposed or pending merger, 
acquisition, or takeover under review. 
‘‘(3) INVOLVEMENT
OF
FOREIGN
GOVERN-
MENT.—If the review under paragraph (1) deter-
mines that the merger, acquisition, or takeover could 
result in the control, directly or indirectly, of any 
person engaged in interstate commerce in the United 
States by a foreign government or an entity con-
trolled by or acting on behalf of a foreign govern-
ment, the merger, acquisition, or takeover shall be 
treated as possibly having an effect on the national 
security of the United States for purposes of requir-
ing an investigation under subsection (b). 
‘‘(4) APPROVAL OF SECRETARY.—In the case of 
any review of a merger, acquisition, or takeover 
under paragraph (1) that involves or has resulted in 
any agreement that establishes any conditions on the 
transaction, or any requirements for any person in-
volved in the transaction, in order to mitigate 
against any possible effect of the transaction on the 
national security of the United States, any deter-
mination resulting from the review shall not be 
treated as final until the determination is approved 
by the President, the Secretary of the Treasury, or 
the Deputy Secretary of the Treasury. 
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‘‘(5) TIMING.—Any review required under para-
graph (1) shall be completed before the end of the 
30-day period beginning on the date of the receipt 
by the President or the President’s designee of writ-
ten notification of the proposed or pending merger, 
acquisition, or takeover. 
‘‘(b) NATIONAL SECURITY INVESTIGATION.— 
‘‘(1) IN GENERAL.—If any review of any pro-
posed or pending merger, acquisition, or takeover 
under subsection (a) results in a determination that 
the merger, acquisition, or takeover may possibly 
have an effect on the national security of the United 
States, the President or the President’s designee 
shall conduct an investigation of— 
‘‘(A) the possible effects of the merger, ac-
quisition, or takeover on the national security of 
the United States; and 
‘‘(B) possible actions to protect the na-
tional security of the United States in connec-
tion with the merger, acquisition, or takeover. 
‘‘(2) PROCEDURE.—The President or the Presi-
dent’s designee shall establish, by regulation, proce-
dures that— 
‘‘(A) require any investigation under para-
graph (1) to analyze the proposed or pending 
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merger, acquisition, or takeover on the basis of 
each of the factors listed in subsection (f); 
‘‘(B) require a specific response to be pre-
pared with respect to the applicability of each 
such factor to the proposed or pending merger, 
acquisition, or takeover under review, the con-
cerns that any such applicability raises with re-
gard to the transaction, and any possible ac-
tions to address such concerns; 
‘‘(C) subject to paragraph (3), establish 
appropriate time frames for an investigation 
that ensures sufficient time to address relevant 
issues concerning any proposed or pending 
merger, acquisition, or takeover; 
‘‘(D) take into account the impact of inves-
tigations on the open investment policy of the 
United States; and 
‘‘(E) in any case in which the investigation 
under paragraph (1) is conducted by a designee 
of the President, provide guidance to the des-
ignee for determining the manner and under 
what circumstances the designee shall report 
the results of the investigation and the rec-
ommendations of the designee to the President 
for the President’s consideration. 
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‘‘(3) 
TIMING.—Any 
investigation 
required 
under paragraph (1) shall be completed before the 
end of the 45-day period beginning on the date of 
the determination under subsection (a) that the 
merger, acquisition, or takeover may possibly have 
an effect on the national security of the United 
States.’’. 
SEC. 3. AUTHORITY TO TAKE CERTAIN ACTIONS AFTER 
WITHDRAWAL OF NOTICE. 
Section 721 of the Defense Production Act of 1950 
(50 U.S.C. App. 2170) is amended— 
(1) by redesignating subsection (k) as sub-
section (o); and 
(2) by inserting after subsection (j) the fol-
lowing new subsection: 
‘‘(k) AUTHORITY IN CASE OF WITHDRAWAL OF NO-
TICE.—In the case of any withdrawal of written notice 
submitted by a person or entity under subsection (a)(1) 
of any proposed or pending merger, acquisition, or take-
over before any review or investigation under subsection 
(a) or (b), as the case may be, is completed, the President 
or the President’s designee shall establish— 
‘‘(1) interim protections to address specific con-
cerns with such merger, acquisition, or takeover that 
have been raised in connection with any such review 
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or investigation pending any resubmission of such 
written notice by such person or entity and further 
action by the President under this section; 
‘‘(2) specific timeframes for resubmitting any 
such written notice; and 
‘‘(3) a process for tracking any actions that 
may be taken by such person or entity in connection 
with such merger, acquisition, or takeover prior to 
resubmitting any such written notice.’’. 
SEC. 4. ADDITIONAL FACTORS REQUIRED TO BE CONSID-
ERED. 
Section 721(f) of the Defense Production Act of 1950 
(50 U.S.C. App. 2170(f)) is amended— 
(1) in the matter preceding paragraph (1)— 
(A) by striking ‘‘may’’ and inserting 
‘‘shall’’; and 
(B) by striking ‘‘among other factors’’; 
(2) by striking ‘‘and’’ at the end of paragraph 
(4); 
(3) by striking the period at the end of para-
graph (5) and inserting a semicolon; and 
(4) by adding at the end the following new 
paragraphs: 
‘‘(6) whether the acquisition affects the critical 
infrastructure of the United States; 
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‘‘(7) whether an entity controlled by or acting 
on behalf of a foreign government is involved in the 
transaction; and 
‘‘(8) such other factors as the President or the 
President’s designee may determine to be appro-
priate, generally or in connection with a specific in-
vestigation.’’. 
SEC. 5. INCREASED OVERSIGHT BY THE CONGRESS. 
Section 721 of the Defense Production Act of 1950 
(50 U.S.C. App. 2170) is amended by inserting after sub-
section (k) (as added by section 3 of this Act) the following 
new subsections: 
‘‘(l) ANNUAL REPORT TO THE CONGRESS.— 
‘‘(1) IN GENERAL.—The President or the Presi-
dent’s designee shall transmit a report to the Con-
gress before January 31 of each year on all the re-
views under subsection (a) and the investigations 
under subsection (b) conducted during the preceding 
year. 
‘‘(2) CONTENTS OF REPORT.—The report under 
paragraph (1) shall contain the following informa-
tion with respect to each proposed or pending merg-
er, acquisition, or takeover covered by the report 
which was reviewed under subsection (a) or inves-
tigated under subsection (b): 
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‘‘(A) The national security concerns, if 
any, raised by any agency contacted in connec-
tion with or involved in any aspect of such re-
view and investigation. 
‘‘(B) The manner in which any such con-
cerns were mitigated either by action of the 
President or the President’s designee or by the 
action of any party to the merger, acquisition, 
or takeover. 
‘‘(C) Whether the merger, acquisition, or 
takeover was consummated, abandoned, or re-
mained pending at the end of the year covered 
by the report. 
‘‘(m) QUARTERLY
REPORT
ON
TRANSACTIONS 
UNDER CONSIDERATION.— 
‘‘(1) IN GENERAL.—Before the end of the 10- 
day period beginning on the 1st day of each calendar 
quarter, the President or the President’s designee 
shall transmit a report to the Congress on all trans-
actions which, as of the last day of the preceding 
calendar quarter, were under review under sub-
section (a) or under investigation under subsection 
(b). 
‘‘(2) CONTENTS.—The report under paragraph 
(1) shall contain such information as may be nec-
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essary to inform the Congress of the nature and 
scope of each transaction, the national security im-
plications of each transaction, the parties to each 
transaction, the possible terms of any contemplated, 
pending, or completed mitigation agreement or other 
limitations or requirements that may be imposed as 
a condition for approval of the transaction, and such 
other information that may be useful to the Con-
gress or requested by the Congress in reviewing such 
transaction.’’. 
SEC. 6. STATUTORY ESTABLISHMENT OF THE COMMITTEE 
ON FOREIGN INVESTMENT IN THE UNITED 
STATES. 
Section 721 of the Defense Production Act of 1950 
(50 U.S.C. App. 2170) is amended by inserting after sub-
section (m) (as added by section 5 of this Act) the fol-
lowing new subsection: 
‘‘(n) COMMITTEE ON FOREIGN INVESTMENT IN THE 
UNITED STATES.— 
‘‘(1) ESTABLISHMENT.—The Committee on 
Foreign Investment in the United States established 
pursuant to Executive Order No. 11858 (hereafter 
in this section referred to as the ‘Committee’ shall 
be a multi-agency committee to carry out this sec-
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tion as the designee of the President and such other 
assignments as the President may designate. 
‘‘(2) MEMBERSHIP.—The Committee shall be 
comprised of the following members or their des-
ignee: 
‘‘(A) The Secretary of the Treasury. 
‘‘(B) The Secretary of Commerce. 
‘‘(C) The Secretary of Defense. 
‘‘(D) The Secretary of State. 
‘‘(E) The Attorney General. 
‘‘(F) The Secretary of Homeland Security. 
‘‘(G) The Chairman of the Council of Eco-
nomic Advisors. 
‘‘(H) The United States Trade Represent-
ative. 
‘‘(I) The Director of the Office of Manage-
ment and Budget. 
‘‘(J) The Director of the National Eco-
nomic Council. 
‘‘(K) The Director of the Office of Science 
and Technology Policy. 
‘‘(L) Any other designee of the President 
from the Executive Office of the President. 
‘‘(M) The Director of National Intel-
ligence. 
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