Sec. 3. Amendments regarding prohibited foreign trade practices
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Section 30A of the Securities Exchange Act of 1934 ( 15 U.S.C. 78dd–1 ) is amended— in subsection (f), by adding at the end the following: The term covered investment — means any direct or indirect contribution or commitment of assets, including any— acquisition of an equity interest or convertible equity interest; or loan or other debt interest; and does not include a transaction in goods or services, or any related party transaction, with a wholly owned subsidiary of an entity— that is incorporated in a jurisdiction of the United States; or the principal place of business of which is in the United States. ; and by adding at the end the following:
For the purposes of this section— an action that is taken corruptly includes an action that serves to— deny, obfuscate, or excuse that a third party has committed, or assist a third party in committing— the extrajudicial detainment, subjection to forced labor, torture, and political indoctrination of, and other severe human rights abuses with respect to, Uyghurs, Kazakhs, Kyrgyz, and members of other predominantly Muslim ethnic groups by the Government of the People’s Republic of China in the Xinjiang Uyghur Autonomous Region of China (or comparable treatment of members of other ethnic, religious, and political groups who reside elsewhere in the People’s Republic of China); censorship, or another activity, by the Chinese Communist Party, the Government of the People’s Republic of China, or instrumentalities of the Government of the People’s Republic of China with respect to Hong Kong that— prohibits, limits, or penalizes the exercise of freedom of expression or assembly by citizens of Hong Kong; or limits access to free and independent print, online, or broadcast media; or the extrajudicial rendition, arbitrary detention, or torture of any individual in Hong Kong or other gross violations of internationally recognized human rights in Hong Kong; support, legitimize, or recognize the territorial claims of the Government of the People’s Republic of China in Taiwan, Tibet, Korea, the South China Sea, the East China Sea, or another location in which such a claim is contested; express political advocacy in favor of the Chinese Communist Party, the system of governance of that Party, or any official of that Party; or make a covered investment— in partnership with the Belt and Road Initiative of the Government of the People’s Republic of China; or in any entity (including a parent, subsidiary, or affiliate of, or another entity controlled by an entity) that is— affiliated with the Chinese Communist Party, the Government of the People’s Republic of China, or instrumentalities of the Government of the People’s Republic of China; and involved in the development, production, or sale of emerging or foundational technology identified pursuant to section 1758 of the Export Controls Act of 2018 ( 50 U.S.C. 4817 ); or on the Entity List maintained by the Bureau of Industry and Security of the Department of Commerce and set forth in Supplement No. 4 to part 744 of title 15, Code of Federal Regulations; and an action described in paragraph
(1)is made with respect to a foreign official, or any foreign political party or official thereof, if, among other reasons, the action is taken in response to— a request of any foreign official, or any foreign political party or official thereof, as applicable; an injury or threat of injury, by means of economic coercion, to the applicable issuer, or to an officer, director, employee, or agent of the applicable issuer, made by any foreign official or any foreign political party or official thereof; or a material action or announcement, including with respect to policy, by the Chinese Communist Party, the Government of the People’s Republic of China, or instrumentalities of the Government of the People’s Republic of China from which the action would rationally follow. Notwithstanding any other provision of this section, with respect to a violation of subsection
(a)or
(g)that is based on an action taken corruptly as described in any of subparagraphs
(A)through
(D)of subsection (h)(1)— the affirmative defenses under subsection
(c)shall not be available; it shall be an affirmative defense to actions under subsection
(a)or
(g)that the payment, gift, offer, or promise of anything of value that was made, as of the date on which it was made, had a reasonable business purpose, which does not include a purpose relating to— advertising, marketing, or public relations; or entering into or obtaining any agreement, license, permit, or other arrangement with respect to market access to a jurisdiction of a government; notwithstanding section 32— only a penalty described in subsection (c)(1)(B) or (c)(2)(B) of that section may apply with respect to the violation; and the minimum amount of the civil penalty assessed for the violation shall be 3 times the amount of the penalty described in subsection (c)(1)(B) or (c)(2)(B) of that section, as applicable; and in an action brought with respect to the violation, evidence that the action taken by the applicable issuer (or the officer, director, employee, or agent of the issuer, or stockholder acting on behalf of such issuer) was directly or indirectly inconsistent with the policies of the issuer, including any representation to the Federal Government by the issuer, shall be admissible to prove that the action taken by the issuer (or officer, director, employee, agent, or stockholder) was taken corruptly for the purposes of subsection
(a)or (g), as applicable. . Nothing in subsection
(h)of section 30A of the Securities Exchange Act of 1934 ( 15 U.S.C. 78dd–1 ), as added by paragraph
(1)of this subsection, may be construed to expand the meaning of the term corruptly , to any foreign official , or to any foreign political party or official thereof for the purposes of such section 30A, except for the clarification that the term includes an action that is taken as described in paragraph
(1)or
(2)of such subsection (h), as applicable. Section 104 of the Foreign Corrupt Practices Act of 1977 ( 15 U.S.C. 78dd–2 ) is amended— in subsection (h), by adding at the end the following: The term covered investment — means any direct or indirect contribution or commitment of assets, including any— acquisition of an equity interest or convertible equity interest; or loan or other debt interest; and does not include a transaction in goods or services, or any related party transaction, with a wholly owned subsidiary of an entity— that is incorporated in a jurisdiction of the United States; or the principal place of business of which is in the United States. ; and by adding at the end the following: For the purposes of this section— an action that is taken corruptly includes an action that serves to— deny, obfuscate, or excuse that a third party has committed, or assist a third party in committing— the extrajudicial detainment, subjection to forced labor, torture, and political indoctrination of, and other severe human rights abuses with respect to, Uyghurs, Kazakhs, Kyrgyz, and members of other predominantly Muslim ethnic groups by the Government of the People’s Republic of China in the Xinjiang Uyghur Autonomous Region of China (or comparable treatment of members of other ethnic, religious, and political groups who reside elsewhere in the People’s Republic of China); censorship, or another activity, by the Chinese Communist Party, the Government of the People’s Republic of China, or instrumentalities of the Government of the People’s Republic of China with respect to Hong Kong that— prohibits, limits, or penalizes the exercise of freedom of expression or assembly by citizens of Hong Kong; or limits access to free and independent print, online, or broadcast media; or the extrajudicial rendition, arbitrary detention, or torture of any individual in Hong Kong or other gross violations of internationally recognized human rights in Hong Kong; support, legitimize, or recognize the territorial claims of the Government of the People’s Republic of China in Taiwan, Tibet, Korea, the South China Sea, the East China Sea, or another location in which such a claim is contested; express political advocacy in favor of the Chinese Communist Party, the system of governance of that Party, or any official of that Party; or make a covered investment— in partnership with the Belt and Road Initiative of the Government of the People’s Republic of China; or in any entity (including a parent, subsidiary, or affiliate of, or another entity controlled by an entity) that is— affiliated with the Chinese Communist Party, the Government of the People’s Republic of China, or instrumentalities of the Government of the People’s Republic of China; and involved in the development, production, or sale of emerging or foundational technology identified pursuant to section 1758 of the Export Controls Act of 2018 ( 50 U.S.C. 4817 ); or on the Entity List maintained by the Bureau of Industry and Security of the Department of Commerce and set forth in Supplement No. 4 to part 744 of title 15, Code of Federal Regulations; and an action described in paragraph
(1)is made with respect to a foreign official, or any foreign political party or official thereof, if, among other reasons, the action is taken in response to— a request of any foreign official, or any foreign political party or official thereof, as applicable; an injury or threat of injury, by means of economic coercion, to the applicable domestic concern, or to an officer, director, employee, or agent of the applicable domestic concern, made by any foreign official or any foreign political party or official thereof; or a material action or announcement, including with respect to policy, by the Chinese Communist Party, the Government of the People’s Republic of China, or instrumentalities of the Government of the People’s Republic of China from which the action would rationally follow. Notwithstanding any other provision of this section, with respect to a violation of subsection
(a)or
(i)that is based on an action taken corruptly as described in any of subparagraphs
(A)through
(D)of subsection (j)(1)— the affirmative defenses under subsection
(c)shall not be available; it shall be an affirmative defense to actions under subsection
(a)or
(i)that the payment, gift, offer, or promise of anything of value that was made, as of the date on which it was made, had a reasonable business purpose, which does not include a purpose relating to— advertising, marketing, or public relations; or entering into or obtaining any agreement, license, permit, or other arrangement with respect to market access to a jurisdiction of a government; notwithstanding any provision of subsection (g)— only a penalty described in paragraph (1)(B) or (2)(B) of that subsection may apply with respect to the violation; and the minimum amount of the civil penalty assessed for the violation shall be 3 times the amount of the penalty described in paragraph (1)(B) or (2)(B) of that subsection, as applicable; and in an action brought with respect to the violation, evidence that the action taken by the applicable domestic concern (or the officer, director, employee, or agent of the domestic concern, or stockholder acting on behalf of such domestic concern) was directly or indirectly inconsistent with the policies of the domestic concern, including any representation to the Federal Government by the domestic concern, shall be admissible to prove that the action taken by the domestic concern (or officer, director, employee, agent, or stockholder) was taken corruptly for the purposes of subsection
(a)or (i), as applicable. . Nothing in subsection
(j)of section 104 of the Foreign Corrupt Practices Act of 1977 ( 15 U.S.C. 78dd–2 ), as added by paragraph
(1)of this subsection, may be construed to expand the meaning of the term corruptly , to any foreign official , or to any foreign political party or official thereof for the purposes of such section 104, except for the clarification that the term includes an action that is taken as described in paragraph
(1)or
(2)of such subsection (j), as applicable. Section 104A of the Foreign Corrupt Practices Act of 1977 ( 15 U.S.C. 78dd–3 ) is amended— in subsection (f), by adding at the end the following: The term covered investment — means any direct or indirect contribution or commitment of assets, including any— acquisition of an equity interest or convertible equity interest; or loan or other debt interest; and does not include a transaction in goods or services, or any related party transaction, with a wholly owned subsidiary of an entity— that is incorporated in a jurisdiction of the United States; or the principal place of business of which is in the United States. ; and by adding at the end the following: For the purposes of this section— an action that is taken corruptly includes an action that serves to— deny, obfuscate, or excuse that a third party has committed, or assist a third party in committing— the extrajudicial detainment, subjection to forced labor, torture, and political indoctrination of, and other severe human rights abuses with respect to, Uyghurs, Kazakhs, Kyrgyz, and members of other predominantly Muslim ethnic groups by the Government of the People’s Republic of China in the Xinjiang Uyghur Autonomous Region of China (or comparable treatment of members of other ethnic, religious, and political groups who reside elsewhere in the People’s Republic of China); censorship, or another activity, by the Chinese Communist Party, the Government of the People’s Republic of China, or instrumentalities of the Government of the People’s Republic of China with respect to Hong Kong that— prohibits, limits, or penalizes the exercise of freedom of expression or assembly by citizens of Hong Kong; or limits access to free and independent print, online, or broadcast media; or the extrajudicial rendition, arbitrary detention, or torture of any individual in Hong Kong or other gross violations of internationally recognized human rights in Hong Kong; support, legitimize, or recognize the territorial claims of the Government of the People’s Republic of China in Taiwan, Tibet, Korea, the South China Sea, the East China Sea, or another location in which such a claim is contested; express political advocacy in favor of the Chinese Communist Party, the system of governance of that Party, or any official of that Party; or make a covered investment— in partnership with the Belt and Road Initiative of the Government of the People’s Republic of China; or in any entity (including a parent, subsidiary, or affiliate of, or another entity controlled by an entity) that is— affiliated with the Chinese Communist Party, the Government of the People’s Republic of China, or instrumentalities of the Government of the People’s Republic of China; and involved in the development, production, or sale of emerging or foundational technology identified pursuant to section 1758 of the Export Controls Act of 2018 ( 50 U.S.C. 4817 ); or on the Entity List maintained by the Bureau of Industry and Security of the Department of Commerce and set forth in Supplement No. 4 to part 744 of title 15, Code of Federal Regulations; and an action described in paragraph
(1)is made with respect to a foreign official, or any foreign political party or official thereof, if, among other reasons, the action is taken in response to— a request of any foreign official, or any foreign political party or official thereof, as applicable; an injury or threat of injury, by means of economic coercion, to the applicable person, or to an officer, director, employee, or agent of the applicable person, made by any foreign official or any foreign political party or official thereof; or a material action or announcement, including with respect to policy, by the Chinese Communist Party, the Government of the People’s Republic of China, or instrumentalities of the Government of the People’s Republic of China from which the action would rationally follow. Notwithstanding any other provision of this section, with respect to a violation of subsection
(a)that is based on an action taken corruptly as described in any of subparagraphs
(A)through
(D)of subsection (g)(1)— the affirmative defenses under subsection
(c)shall not be available; it shall be an affirmative defense to actions under subsection
(a)that the payment, gift, offer, or promise of anything of value that was made, as of the date on which it was made, had a reasonable business purpose, which does not include a purpose relating to— advertising, marketing, or public relations; or entering into or obtaining any agreement, license, permit, or other arrangement with respect to market access to a jurisdiction of a government; notwithstanding any provision of subsection (e)— only a penalty described in paragraph (1)(B) or (2)(B) of that subsection may apply with respect to the violation; and the minimum amount of the civil penalty assessed for the violation shall be 3 times the amount of the penalty described in paragraph (1)(B) or (2)(B) of that subsection, as applicable; and in an action brought with respect to the violation, evidence that the action taken by the applicable person was directly or indirectly inconsistent with the policies of the person, including any representation to the Federal Government by the person, shall be admissible to prove that the action taken by the person was taken corruptly for the purposes of subsection (a). . Nothing in subsection
(g)of section 104A of the Foreign Corrupt Practices Act of 1977 ( 15 U.S.C. 78dd–3 ), as added by paragraph
(1)of this subsection, may be construed to expand the meaning of the term corruptly , to any foreign official , or to any foreign political party or official thereof for the purposes of such section 104A, except for the clarification that the term includes an action that is taken as described in paragraph
(1)or
(2)of such subsection (g), as applicable.
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- 15 USC 78dd–1
- 15 USC 78dd–2
- 15 USC 78dd–3
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Sec. 3
Amendments regarding prohibited foreign trade practices
Cite15 USC 78dd–1
Cite15 USC 78dd–2
Cite15 USC 78dd–3
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