Sec. 411. Authority to review inbound and outbound investment

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The Trade Act of 1974 ( 19 U.S.C. 2102 et seq.) is amended by adding at the end the following: In this title: The term Committee means the Committee on Production Integrity in the United States established under section 1002. The term control means the power, whether direct or indirect and whether or not exercised, to make decisions or cause or direct decisions to be made with respect to important matters affecting an entity, through— the ownership of a majority or a dominant minority of the total outstanding voting interest in the entity; representation on the board of directors of the entity; proxy voting on the board of directors of the entity; a special share in the entity; a contractual arrangement with the entity; a formal or informal arrangement to act in concert with the entity; or any other means.

The term covered business means— a publicly traded United States business conducting business activities in nonmarket economy countries or with state-owned enterprises through direct investments, joint ventures, partnerships, or substantial purchase or service contracts valued at more than $100,000,000 per year in the aggregate; and any other United States business that produces or imports into the United States more than 5 percent of the total quantity of covered products sold in the United States in a year.

The term covered product means a supply identified by the Committee under section 1003(1)(A). The term crisis preparedness means preparedness for national crises, including public health emergencies or natural disasters. The term nonmarket economy country has the meaning given that term in section 771(18) of the Tariff Act of 1930 ( 19 U.S.C. 1677(18) ). The term publicly traded , with respect to an entity, means that the entity is an issuer of securities that are listed on an exchange registered under section 6 of the Securities Exchange Act of 1934 ( 15 U.S.C. 78f ).

For purposes of subparagraph (A), the terms issuer and security have the meanings given those terms in section 3(a) of the Securities Exchange Act of 1934 ( 15 U.S.C. 78c ). The term state-owned enterprise means— 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 an individual acting under the direction or the influence of a government or agency described in subparagraph (A).

The term United States business means a person engaged in interstate commerce in the United States. There is established a committee, to be known as the Committee on Production Integrity in the United States . The Committee shall be composed of the following: The United States Trade Representative, who shall serve as the chairperson of the Committee. The Secretary of Commerce. The Secretary of Defense. The Secretary of the Treasury. The Secretary of Homeland Security. The Secretary of State.

The Attorney General. The Secretary of Energy. The Secretary of Labor. The Secretary of Health and Human Services. The Secretary of Agriculture. The Administrator of the Federal Emergency Management Agency. The Administrator of the Environmental Protection Agency. The heads of such other agencies as the United States Trade Representative considers appropriate. The Committee shall— conduct a review and issue a regular report on domestic manufacturing and supply chain resilience in accordance with section 1003; review annual reports submitted by covered businesses under section 1004; review outbound investments related to nonmarket economy countries or involving state-owned enterprises under section 1005; and review inbound investments for economic effect and certain supply chain concerns under section 1006.

Not later than one year after the date of the enactment of this title, and not less frequently than every 3 years thereafter, the Committee shall submit to Congress a report— identifying— supplies critical to the crisis preparedness of the United States, such as medical supplies, personal protective equipment, disaster response necessities, electrical generation technology, materials essential to infrastructure repair and renovation, and other supplies identified by the Committee; and industries that produce such supplies; describing— the current domestic manufacturing base and supply chains for those supplies, including raw materials and other goods essential to the production of those supplies; and the ability of the United States to maintain readiness and to surge production of those supplies in response to an emergency; identifying defense, intelligence, homeland, economic, natural, geopolitical, or other contingencies that may disrupt, strain, compromise, or eliminate the supply chain for those supplies; assessing the resiliency and capacity of the domestic manufacturing base and supply chains to support the need for those supplies, including any single points of failure in those supply chains; assessing flexible manufacturing capacity available in the United States in cases of emergency; and making specific recommendations to improve the security and resiliency of domestic manufacturing capacity and supply chains, including the development of sector-based plans for reshoring manufacturing and for supply chain optimization designed to help manufacturers build domestic supply chains in critical supplies by— developing long-term strategies; increasing visibility throughout multiple supplier tiers; identifying and mitigating risks; identifying enterprise resource planning systems that are compatible across supply chain tiers and are affordable for small- and medium-sized enterprises; understanding the total cost of ownership, total value contribution, and other best practices that encourage strategic partnerships throughout the supply chain; understanding Federal procurement opportunities to fulfill requirements for buying domestically sourced goods and services and fill gaps in domestic purchasing; understanding how advanced digital technology, including artificial intelligence, robotics, 3D printing, and cloud computing, can improve the security and resiliency of domestic manufacturing capacity and supply chains; and identifying such other services as the Committee considers necessary.

A covered business shall, not less frequently than annually, submit to the Committee a report that— identifies— patented technology and processes and any other proprietary information of the business that was sold or disclosed, during the year preceding submission of the report, to another entity in the course of business activities in a nonmarket economy country or with a state-owned enterprise; any instances of the forced transfer of technology or related processes or information or intellectual property theft or suspected intellectual property theft, during the year preceding submission of the report, in the course of business activities in a nonmarket economy country or related to a state-owned enterprise; and corporate policies of and measures taken by the business to avoid inadvertent disclosure or theft of intellectual property or the forced transfer of technology or related processes or information; identifies— censorship required, directly or indirectly, by the government of a nonmarket economy country in which the business conducts business activities or by a government that owns, controls, or influences a state-owned enterprise with which the business conducts such activities, for the business to conduct business activities in that country or with that enterprise; and corporate policies on providing information about censorship activity or the activity of its customers or users to a government described in clause (i); and includes a summary of human rights, worker rights, forced labor supply chain, anticorruption, and environmental policies of the business related to the business operations and supply chains of the business in nonmarket economy countries or with state-owned enterprises.

A covered business shall submit each report required by paragraph

(1)to the Committee— in a form that includes business confidential information; and in a form that omits business confidential information and is appropriate for disclosure to the public. The Committee shall review the reports submitted by covered businesses under subsection (a). A covered business that engages in a transaction described in subsection

(b)shall submit a written notification of the transaction to the Committee. A transaction described in this subsection is a transaction proposed or pending on or after the date of the enactment of this title that— is a merger with, acquisition or takeover of, joint venture with, or investment in, an entity in a nonmarket economy country; or results in the establishment of a new entity in such a country; and in the case of a transaction involving a state-owned enterprise, is valued at $50,000,000 or more; or in the case of any other transaction, is valued at $1,000,000,000 or more. Not later than 60 days after receiving written notification under subsection

(a)of a transaction described in subsection (b), the Committee shall— review the transaction to determine if the transaction is likely to result in the relocation or concentration of production of covered products or inputs for covered products in a manner that poses a risk with respect to the national security and crisis preparedness of the United States or the supply of covered products for the United States, considering factors specified in subsection (d); and if the Committee determines under subparagraph

(A)that the transaction poses a risk described in that subparagraph, recommend to the President that appropriate action be taken to address or mitigate that risk, such as— procurement by the Federal Government of covered products produced in the United States; use of authorities under the Defense Production Act of 1950 ( 50 U.S.C. 4501 et seq.) to increase the production of covered products in the United States; the use or establishment of Federal programs to provide subsidies or investments for the production of covered products in the United States; the conduct of an investigation under section 232 of the Trade Expansion Act of 1962 ( 19 U.S.C. 1862 ) with respect to covered products; or such other actions as the Committee considers appropriate. The Committee may initiate a review under paragraph

(1)of a transaction described in subsection

(b)for which written notification is not submitted under subsection (a). The Committee shall initiate a review under paragraph

(1)of a transaction described in subsection

(b)(determined without regard to the value of the transaction under subparagraph

(A)or

(B)of subsection (b)(2)) 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 request the Committee to review the transaction. In reviewing and making a determination with respect to a transaction under subsection (c)(1), the Committee shall consider any factors relating to the economy, national security, or crisis preparedness of the United States that the Committee considers relevant, including— the long-term strategic economic, national security, and crisis preparedness interests of the United States; the history of distortive trade practices in each country in which a foreign party to the transaction is domiciled; control and beneficial ownership (as determined in accordance with section 847 of the National Defense Authorization Act for Fiscal Year 2020 ( Public Law 116–92 )) of each foreign person that is a party to the transaction; impact on the domestic industry and resulting resiliency, taking into consideration any pattern of foreign investment in the domestic industry; and any other factors the Committee considers appropriate. The Committee shall, not less frequently than annually, submit to the Committee on Finance of the Senate and the Committee on Ways and Means of the House of Representatives a report— describing, for the year preceding submission of the report— the notifications received under subsection

(a)and reviews conducted pursuant to such notifications; reviews initiated under paragraph

(2)or

(3)of subsection (c); actions recommended by the Committee under subsection (c)(1)(B) as a result of such reviews; and reviews during which the Committee determined no action was required; and assessing the overall impact of such reviews on the economy, national security, and crisis preparedness of the United States. Each party to a transaction described in subsection

(b)shall submit a written notification of the transaction to the Committee. A transaction described in this subsection is any transaction, by or with any person, proposed or pending after the date of the enactment of this title that— is a merger with, acquisition or takeover of, or investment in, an entity; or results in the establishment of a new entity; and could result in foreign control of any covered business; and in the case of a transaction involving a state-owned enterprise, is valued at $50,000,000 or more; or in the case of any other transaction, is valued at $1,000,000,000 or more. Upon receiving written notification under subsection

(a)of a transaction described in subsection (b), the Committee shall— review the transaction to determine— the economic effect of the transaction on the United States, based on the factors described in subsection (e); and whether the transaction creates a risk with respect to the crisis preparedness of the United States or the supply of covered products for the United States; and based on the results of the review, take appropriate action under subsection

(d)with respect to the transaction. The Committee may initiate a review under paragraph

(1)of a transaction described in subsection

(b)for which written notification is not submitted under subsection (a). The Committee shall initiate a review under paragraph

(1)of a transaction described in subsection

(b)(determined without regard to the value of the transaction under subparagraph

(A)or

(B)of subsection (b)(3)) 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 request the Committee to review the transaction. 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 Committee shall— approve the transaction; or inform the parties to the transaction that the Committee requires additional time to conduct a more thorough review of the transaction. Subject to subparagraph (B), if the Committee informs the parties to a transaction under paragraph (1)(B) that the Committee requires additional time to conduct a more thorough review, the Committee 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 (c), as the case may be— complete that review; and approve the transaction, prohibit the transaction, or require the parties to the transaction to modify the transaction and resubmit the modified transaction to the Committee for review under this section. The Committee may extend the deadline under subparagraph

(A)with respect to the review of a transaction by not more than 15 days. The Committee may prohibit a transaction under this subsection if the Committee determines that any party to the transaction provides to the Committee inaccurate or inadequate information in response to inquiries of the Committee as part of a review of the transaction under subsection (c). 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. In taking action with respect to a transaction under subsection (d), the Committee shall consider any economic and crisis preparedness factors the Committee considers relevant, including— the long-term strategic economic and crisis preparedness interests of the United States; the history of distortive trade practices in each country in which a foreign party to the transaction is domiciled; control and beneficial ownership (as determined in accordance with section 847 of the National Defense Authorization Act for Fiscal Year 2020 ( Public Law 116–92 )) of each foreign person that is a party to the transaction; impact on the domestic industry, taking into consideration any pattern of foreign investment in the domestic industry; and any other factors the Committee considers appropriate. The Committee shall— make available to the public each written notification submitted under subsection

(a)with respect to a transaction described in subsection

(b)and notify the public if the Committee initiates a review under paragraph

(2)or

(3)of subsection

(c)with respect to a transaction; and in the case of a transaction that the Committee determines under subsection (d)(1)(B) requires additional time for review, provide a period for public comment on the transaction of not more than 10 days. 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 Committee shall coordinate with the Secretary of the Treasury with respect to those reviews. 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. The Committee shall, not less frequently than annually, submit to the Committee on Finance of the Senate and the Committee on Ways and Means of the House of Representatives a report— describing, for the year preceding submission of the report— the notifications received under subsection

(a)with respect to transactions described in subsection

(b)and reviews conducted pursuant to such notifications; reviews initiated under paragraph

(2)or

(3)of subsection

(c)with respect to such transactions; and whether the Committee approved, prohibited, or allowed for modification of each such transaction; and assessing the overall impact of such reviews on the economy and crisis preparedness of the United States. . The table of contents for the Trade Act of 1974 is amended by adding at the end the following: TITLE X—Authority to review inbound and outbound investment Sec. 1001. Definitions. Sec. 1002. Committee on Production Integrity in the United States. Sec. 1003. Report on domestic manufacturing and supply chain resilience for critical supplies. Sec. 1004. Responsible investment reporting requirement. Sec. 1005. Review of outbound investment. Sec. 1006. Review of inbound investment. .

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