[Congressional Bills 109th Congress]
[From the U.S. Government Publishing Office]
[H.R. 4915 Introduced in House (IH)]







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, 
acquisitions, or takeovers by or with any foreign person, and for other 
                               purposes.


_______________________________________________________________________


                    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 
                               concerned

_______________________________________________________________________

                                 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 Representatives 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''.

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 notification, as 
        prescribed by regulations under this section, of any proposed 
        or pending 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, the 
        President or the President's designee shall review the proposed 
        or pending merger, acquisition, or takeover to determine 
        whether the proposed 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 President's designee 
        shall establish, by regulation, procedures 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 prepared 
                with respect to the applicability of each such factor 
                to the proposed or pending merger, acquisition, or 
                takeover under review.
            ``(3) Involvement of foreign government.--If the review 
        under paragraph (1) determines 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 controlled by or 
        acting on behalf of a foreign government, the merger, 
        acquisition, or takeover shall be treated as possibly having an 
        effect on the national security of the United States for 
        purposes of requiring 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 involved in the transaction, in order to mitigate 
        against any possible effect of the transaction on the national 
        security of the United States, any determination 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.
            ``(5) Timing.--Any review required under paragraph (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 written notification of the proposed or 
        pending merger, acquisition, or takeover.
    ``(b) National Security Investigation.--
            ``(1) In general.--If any review of any proposed 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, 
                acquisition, or takeover on the national security of 
                the United States; and
                    ``(B) possible actions to protect the national 
                security of the United States in connection with the 
                merger, acquisition, or takeover.
            ``(2) Procedure.--The President or the President's designee 
        shall establish, by regulation, procedures that--
                    ``(A) require any investigation under paragraph (1) 
                to analyze the proposed or pending merger, acquisition, 
                or takeover on the basis of each of the factors listed 
                in subsection (f);
                    ``(B) require a specific response to be prepared 
                with respect to the applicability of each such factor 
                to the proposed or pending merger, acquisition, or 
                takeover under review, the concerns that any such 
                applicability raises with regard to the transaction, 
                and any possible actions 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 
                investigations 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 designee for 
                determining the manner and under what circumstances the 
                designee shall report the results of the investigation 
                and the recommendations of the designee to the 
                President for the President's consideration.
            ``(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 subsection (o); and
            (2) by inserting after subsection (j) the following new 
        subsection:
    ``(k) Authority in Case of Withdrawal of Notice.--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 
takeover 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 concerns with 
        such merger, acquisition, or takeover that have been raised in 
        connection with any such review 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 CONSIDERED.

    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 paragraph (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;
            ``(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 appropriate, generally 
        or in connection with a specific investigation.''.

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 subsection (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 President's 
        designee shall transmit a report to the Congress before January 
        31 of each year on all the reviews 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 information with respect to each 
        proposed or pending merger, acquisition, or takeover covered by 
        the report which was reviewed under subsection (a) or 
        investigated under subsection (b):
                    ``(A) The national security concerns, if any, 
                raised by any agency contacted in connection with or 
                involved in any aspect of such review and 
                investigation.
                    ``(B) The manner in which any such concerns 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 remained 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 transactions which, as of the last day 
        of the preceding calendar quarter, were under review under 
        subsection (a) or under investigation under subsection (b).
            ``(2) Contents.--The report under paragraph (1) shall 
        contain such information as may be necessary to inform the 
        Congress of the nature and scope of each transaction, the 
        national security implications 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 Congress 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 subsection (m) (as added by section 
5 of this Act) the following 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 
        section 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 designee:
                    ``(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 Economic 
                Advisors.
                    ``(H) The United States Trade Representative.
                    ``(I) The Director of the Office of Management and 
                Budget.
                    ``(J) The Director of the National Economic 
                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 Intelligence.
            ``(3) Chairperson.--The Secretary of the Treasury shall be 
        the Chairperson of the Committee.
            ``(4) Other members.--The Chairperson of the Committee 
        shall involve the heads of such other Federal agencies in any 
        investigation under subsection (a) as the Chairperson 
        determines to be appropriate on the basis of the facts and 
        circumstances of the transaction under investigation or the 
        designee of any such agency head.
            ``(5) Meetings.--The Committee shall meet upon the 
        direction of the President or upon the call of the Chairperson 
        of the Committee.
            ``(6) Hearings and evidence.--The Committee may, for the 
        purpose of carrying out this section--
                    ``(A) hold such hearings and sit and act at such 
                times and places, take such testimony, receive such 
                evidence, administer such oaths; and
                    ``(B) subject to paragraph (7)(A), require, by 
                subpoena or otherwise, the attendance and testimony of 
                such witnesses and the production of such books, 
                records, correspondence, memoranda, papers, and 
                documents as the Chairperson of the Committee may 
                determine advisable.
            ``(7) Subpoenas.--
                    ``(A) Issuance.--
                            ``(i) In general.--A subpoena may be issued 
                        under this subsection only by direction of the 
                        President or the Chairperson.
                            ``(ii) Signature.--Subject to clause (i), 
                        subpoenas issued under this subsection may be 
                        issued under the signature of the Chairperson 
                        and may be served by any person designated by 
                        the Chairperson or by a member designated by a 
                        majority of the Committee.
                    ``(B) Enforcement.--In the case of contumacy or 
                failure to obey a subpoena issued under subparagraph 
                (A), the United States district court for the judicial 
                district in which the subpoenaed person resides, is 
                served, or may be found, or where the subpoena is 
                returnable, may issue an order requiring such person to 
                appear at any designated place to testify or to produce 
                documentary or other evidence. Any failure to obey the 
                order of the court may be punished by the court as a 
                contempt of that court.''.
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