[Congressional Bills 115th Congress]
[From the U.S. Government Publishing Office]
[S. 1983 Introduced in Senate (IS)]

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115th CONGRESS
  1st Session
                                S. 1983

 To establish a process to review foreign investment to determine the 
 economic effect of the investment on the United States, and for other 
                               purposes.


_______________________________________________________________________


                   IN THE SENATE OF THE UNITED STATES

                            October 18, 2017

Mr. Brown (for himself and Mr. Grassley) introduced the following bill; 
     which was read twice and referred to the Committee on Finance

_______________________________________________________________________

                                 A BILL


 
 To establish a process to review foreign investment to determine the 
 economic effect of the investment on the United States, 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 ``United States Foreign Investment 
Review Act of 2017''.

SEC. 2. AUTHORITY TO REVIEW TRANSACTIONS FOR ECONOMIC EFFECT ON THE 
              UNITED STATES.

    (a) In General.--The Trade Act of 1974 (19 U.S.C. 2102 et seq.) is 
amended by adding at the end the following:

``TITLE X--AUTHORITY TO REVIEW TRANSACTIONS FOR ECONOMIC EFFECT ON THE 
                             UNITED STATES

``SEC. 1001. DEFINITIONS.

    ``In this title:
            ``(1) Control.--The term `control' means the power, whether 
        direct or indirect and whether or not exercised, through the 
        ownership of a majority or a dominant minority of the total 
        outstanding voting interest in an entity, representation on the 
        board of directors of an entity, proxy voting on the board of 
        directors of an entity, a special share in the entity, a 
        contractual arrangement with the entity, a formal or informal 
        arrangement to act in concert with an entity, or any other 
        means, to determine, direct, make decisions, or cause decisions 
        to be made, with respect to important matters affecting the 
        entity.
            ``(2) Covered transaction.--The term `covered transaction' 
        means any merger, acquisition, takeover, or investment, or the 
        establishment of a new entity, by or with any person, that--
                    ``(A) is proposed or pending after the date of the 
                enactment of the United States Foreign Investment 
                Review Act of 2017; and
                    ``(B) could result in foreign control of any person 
                that--
                            ``(i) is engaged in interstate commerce in 
                        the United States; and
                            ``(ii)(I) in the case of a transaction 
                        involving a state-owned enterprise, is valued 
                        at $50,000,000 or more; and
                            ``(II) in the case of any other 
                        transaction, is valued at $1,000,000,000 or 
                        more.
            ``(3) Person.--The term `person' means an individual or 
        entity.
            ``(4) Secretary.--The term `Secretary' means the Secretary 
        of Commerce.
            ``(5) State-owned enterprise.--The term `state-owned 
        enterprise' means--
                    ``(A) an entity that is owned by, controlled by, or 
                under the influence of, a national, provincial, or 
                local government in a foreign country or an agency of 
                such a government; or
                    ``(B) an individual acting under the direction or 
                the influence of a government or agency described in 
                subparagraph (A).

``SEC. 1002. AUTHORITY TO REVIEW TRANSACTIONS FOR ECONOMIC EFFECT ON 
              THE UNITED STATES.

    ``(a) Mandatory Notification by Parties.--Each party to a covered 
transaction shall submit a written notification of the transaction to 
the Secretary.
    ``(b) Review.--
            ``(1) In general.--Upon receiving written notification of a 
        covered transaction under subsection (a), the Secretary shall--
                    ``(A) review the transaction to determine the 
                economic effect of the transaction on the United 
                States, based on the factors described in subsection 
                (d); and
                    ``(B) based on the results of the review, take 
                appropriate action under subsection (c) with respect to 
                the transaction.
            ``(2) Unilateral initiation of review.--The Secretary may 
        initiate a review under paragraph (1) of a covered transaction 
        for which written notification is not submitted under 
        subsection (a).
            ``(3) Initiation of review by request from congress.--The 
        Secretary shall initiate a review under paragraph (1) of a 
        covered transaction (determined without regard to the value of 
        the transaction under section 1001(2)(B)(ii)) if the 
        chairperson and the ranking member of the Committee on Finance 
        of the Senate or the Committee on Ways and Means of the House 
        of Representatives requests the Secretary to review the 
        transaction.
            ``(4) Notification to united states trade representative.--
        Upon receiving a written notification of a transaction under 
        subsection (a) or initiating a review of a transaction under 
        paragraph (2) or (3), as the case may be, the Secretary shall 
        notify the United States Trade Representative.
    ``(c) Action.--
            ``(1) Action after initial review.--Not later than 15 days 
        after receiving a written notification of a transaction under 
        subsection (a) or initiating a review of a transaction under 
        paragraph (2) or (3) of subsection (b), as the case may be, the 
        Secretary shall--
                    ``(A) approve the transaction; or
                    ``(B) inform the parties to the transaction that 
                the Secretary requires additional time to conduct a 
                more thorough review of the transaction.
            ``(2) Action after extended review.--
                    ``(A) In general.--Subject to subparagraph (B), if 
                the Secretary informs the parties to a transaction 
                under paragraph (1)(B) that the Secretary requires 
                additional time to conduct a more thorough review, the 
                Secretary shall, not later than 45 days after receiving 
                the written notification of the transaction under 
                subsection (a) or initiating a review of the 
                transaction under paragraph (2) or (3) of subsection 
                (b), as the case may be--
                            ``(i) complete that review; and
                            ``(ii) approve the transaction, prohibit 
                        the transaction, or require the parties to the 
                        transaction to modify the transaction and 
                        resubmit the modified transaction to the 
                        Secretary for review under this section.
                    ``(B) Extension of deadline.--The Secretary may 
                extend the deadline under subparagraph (A) with respect 
                to the review of a transaction by not more than 15 
                days.
            ``(3) Cases of inaccurate or inadequate information.--The 
        Secretary may prohibit a transaction under this subsection if 
        the Secretary determines that any party to the transaction 
        provides to the Secretary inaccurate or inadequate information 
        in response to inquiries of the Secretary as part of a review 
        of the transaction under subsection (b).
            ``(4) Public availability of decision.--Each decision under 
        this subsection to approve, prohibit, or allow for modification 
        of a transaction, and a justification for each such decision, 
        shall be made available to the public.
    ``(d) Factors To Be Considered.--In taking action with respect to a 
transaction under subsection (c), the Secretary shall consider any 
economic factors the Secretary considers relevant, including--
            ``(1) the long-term strategic economic interests of the 
        United States;
            ``(2) the history of distortive trade practices in each 
        country in which a foreign party to the transaction is 
        domiciled, as informed by the report of the United States Trade 
        Representative required by subsection (h);
            ``(3) control and ownership of each foreign person that is 
        a party to the transaction;
            ``(4) impact on the domestic industry, taking into 
        consideration any pattern of foreign investment in the domestic 
        industry; and
            ``(5) any other factors the Secretary considers 
        appropriate.
    ``(e) Public Comments.--The Secretary shall--
            ``(1) make available to the public each written 
        notification of a covered transaction submitted under 
        subsection (a) and notify the public if the Secretary initiates 
        a review under paragraph (2) or (3) of subsection (b) with 
        respect to a transaction; and
            ``(2) in the case of a transaction that the Secretary 
        determines under subsection (c)(1)(B) requires additional time 
        for review, provide a period for public comment on the 
        transaction of not more than 10 days.
    ``(f) Consultations.--The Secretary shall consult with the heads of 
such other Federal agencies (or the designees of such heads) in any 
review under this section as the Secretary determines to be 
appropriate, on the basis of the facts and circumstances of the 
transaction under review.
    ``(g) Request for Assistance From International Trade Commission.--
The Secretary may request assistance from the United States 
International Trade Commission with respect to any of the analysis 
needed to conduct a review of a transaction under this section.
    ``(h) Report by United States Trade Representative.--Not later than 
10 days after the Secretary receives a written notification of a 
transaction under subsection (a) or initiates a review of a transaction 
under paragraph (2) or (3) of subsection (b), as the case may be, the 
United States Trade Representative shall submit to the Secretary a 
report with respect to the transaction that includes, with respect to 
any country in which a party to the transaction is domiciled--
            ``(1) a description of the history of and current issues 
        affecting the trading relationship between the United States 
        and that country;
            ``(2) an assessment of the extent to which that trading 
        relationship is reciprocal; and
            ``(3) information relevant to that country from annual 
        reports of the Office of the United States Trade 
        Representative, including--
                    ``(A) the National Trade Estimate under section 
                181(b);
                    ``(B) the report required by section 182 (commonly 
                referred to as the `Special 301 Report'); and
                    ``(C) the report on trade enforcement priorities 
                required by section 310.
    ``(i) Coordination With Committee on Foreign Investment in the 
United States.--
            ``(1) In general.--In the case of a transaction undergoing 
        review under this section and section 721 of the Defense 
        Production Act of 1950 (50 U.S.C. 4565), the Secretary shall 
        coordinate with the Secretary of the Treasury with respect to 
        those reviews.
            ``(2) Review of national security concerns.--Review of any 
        threat posed by a transaction to the national security of the 
        United States shall be conducted by the Committee on Foreign 
        Investment in the United States under section 721 of the 
        Defense Production Act of 1950 and not under this section.

``SEC. 1003. ANNUAL REPORT ON TRANSACTIONS REVIEWED.

    ``Not later than one year after the date of the enactment of the 
United States Foreign Investment Review Act of 2017, and annually 
thereafter, the Secretary shall submit to Congress a report on 
transactions reviewed under section 1002 that includes--
            ``(1) a summary of the results of the transactions reviewed 
        by the Secretary, including--
                    ``(A) how many of such reviews were completed in 
                the 15-day period provided for under section 1002(c)(1) 
                and how many of such reviews required longer to 
                complete; and
                    ``(B) how many of such transactions were 
                prohibited; and
            ``(2) an analysis of foreign direct investment by 
        industrial sectors, by country of investor, and by type of 
        transaction.

``SEC. 1004. PROHIBITION ON USE OF TAXPAYER DOLLARS TO ENCOURAGE 
              INVESTMENT IN THE UNITED STATES BY CERTAIN STATE-OWNED 
              ENTERPRISES.

    ``No funds may be obligated or expended in any fiscal year by the 
head of any Federal agency to encourage investment in the United States 
by any state-owned enterprise that does not operate according to market 
considerations.

``SEC. 1005. CONSISTENCY WITH OBLIGATIONS UNDER INTERNATIONAL 
              AGREEMENTS.

    ``This title shall be applied in a manner consistent with the 
obligations of the United States under international agreements.

``SEC. 1006. REGULATIONS.

    ``Not later than 270 days after the date of the enactment of the 
United States Foreign Investment Review Act of 2017, the Secretary of 
Commerce shall issue regulations to carry out this title.''.
    (b) Clerical Amendment.--The table of contents for the Trade Act of 
1974 is amended by adding at the end the following:

``TITLE X--AUTHORITY TO REVIEW TRANSACTIONS FOR ECONOMIC EFFECT ON THE 
                             UNITED STATES

``Sec. 1001. Definitions.
``Sec. 1002. Authority to review transactions for economic effect on 
                            the United States.
``Sec. 1003. Annual report on transactions reviewed.
``Sec. 1004. Prohibition on use of taxpayer dollars to encourage 
                            investment in the United States by certain 
                            state-owned enterprises.
``Sec. 1005. Consistency with obligations under international 
                            agreements.
``Sec. 1006. Regulations.''.
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