II 
Calendar No. 538 
109TH CONGRESS 
2D SESSION 
H. R. 5337 
IN THE SENATE OF THE UNITED STATES 
JULY 27 (legislative day, JULY 26), 2006 
Received; read twice and placed on the calendar 
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’’. 
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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. 
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‘‘(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 
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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 
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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 
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‘‘(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 
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