substantial interest
(1) National security reviews (A) In general Upon receiving written notification under subparagraph (C) of any covered transaction, or pursuant to a unilateral notification initiated under subparagraph (D) with respect to any covered transaction, the President, acting through the Committee— (i) shall review the covered transaction to determine the effects of the transaction on the national security of the United States; and (ii) shall consider the factors specified in subsection (f) for such purpose, as appropriate. (B) Control by foreign government If the Committee determines that the covered transaction is a foreign government-controlled transaction, the Committee shall conduct an investigation of the transaction under paragraph (2). (C) Written notice (i) In general (I) In general Any party or parties to any covered transaction may initiate a review of the transaction under this paragraph by submitting a written notice of the transaction to the Chairperson of the Committee. (II) Comments and acceptance (aa) In general Subject to item (cc), the Committee shall provide comments on a draft or formal written notice or accept a formal written notice submitted under subclause (I) with respect to a covered transaction not later than the date that is 10 business days after the date of submission of the draft or formal written notice. (bb) Completeness If the Committee determines that a draft or formal written notice described in item (aa) is not complete, the Committee shall notify the party or parties to the transaction in writing that the notice is not complete and provide an explanation of all material respects in which the notice is incomplete. (cc) Stipulations required The timing requirement under item (aa) shall apply only in a case in which the parties stipulate under clause (vi) that the transaction is a covered transaction. (ii) Withdrawal of notice No covered transaction for which a notice was submitted under clause (i) may be withdrawn from review, unless a written request for such withdrawal is submitted to the Committee by any party to the transaction and approved by the Committee. (iii) Continuing discussions A request for withdrawal under clause (ii) shall not be construed to preclude any party to the covered transaction from continuing informal discussions with the Committee or any member thereof regarding possible resubmission for review pursuant to this paragraph. (iv) Inclusion of partnership and side agreements The Committee may require a written notice submitted under clause (i) to include a copy of any partnership agreements, integration agreements, or other side agreements relating to the transaction, as specified in regulations prescribed by the Committee. (v) Declarations for certain covered transactions (I) In general A party to any covered transaction may submit to the Committee a declaration with basic information regarding the transaction instead of a written notice under clause (i). (II) Regulations The Committee shall prescribe regulations establishing requirements for declarations submitted under this clause. In prescribing such regulations, the Committee shall ensure that such declarations are submitted as abbreviated notifications that would not generally exceed 5 pages in length. (III) Committee response to declaration (aa) In general Upon receiving a declaration under this clause with respect to a covered transaction, the Committee may, at the discretion of the Committee— (AA) request that the parties to the transaction file a written notice under clause (i); (BB) inform the parties to the transaction that the Committee is not able to complete action under this section with respect to the transaction on the basis of the declaration and that the parties may file a written notice under clause (i) to seek written notification from the Committee that the Committee has completed all action under this section with respect to the transaction; (CC) initiate a unilateral review of the transaction under subparagraph (D); or (DD) notify the parties in writing that the Committee has completed all action under this section with respect to the transaction. (bb) Timing The Committee shall take action under item (aa) not later than 30 days after receiving a declaration under this clause. (cc) Rule of construction Nothing in this subclause (other than item (aa)(CC)) shall be construed to affect the authority of the President or the Committee to take any action authorized by this section with respect to a covered transaction. (IV) Mandatory declarations (aa) Regulations The Committee shall prescribe regulations specifying the types of covered transactions for which the Committee requires a declaration under this subclause. (bb) Certain covered transactions with foreign government interests (AA) In general Except as provided in subitem (BB), the parties to a covered transaction shall submit a declaration described in subclause (I) with respect to the transaction if the transaction involves an investment that results in the acquisition, directly or indirectly, of a substantial interest in a United States business described in subsection (a)(4)(B)(iii) by a foreign person in which a foreign government has, directly or indirectly, a substantial interest. (BB) Substantial interest defined In this item, the term “substantial interest” has the meaning given that term in regulations which the Committee shall prescribe. In developing those regulations, the Committee shall consider the means by which a foreign government could influence the actions of a foreign person, including through board membership, ownership interest, or shareholder rights. An interest that is excluded under subparagraph (D) of subsection (a)(4) from the term “other investment” as used in subparagraph (B)(iii) of that subsection or that is less than a 10 percent voting interest shall not be considered a substantial interest. (CC) Waiver The Committee may waive, with respect to a foreign person, the requirement under subitem (AA) for the submission of a declaration described in subclause (I) if the Committee determines that the foreign person demonstrates that the investments of the foreign person are not directed by a foreign government and the foreign person has a history of cooperation with the Committee. (cc) Other declarations required by Committee The Committee may require the submission of a declaration described in subclause (I) with respect to any covered transaction identified under regulations prescribed by the Committee for purposes of this item, at the discretion of the Committee, that involves a United States business described in subsection (a)(4)(B)(iii)(II). (dd) Exception The submission of a declaration described in subclause (I) shall not be required pursuant to this subclause with respect to an investment by an investment fund if— (AA) the fund is managed exclusively by a general partner, a managing member, or an equivalent; (BB) the general partner, managing member, or equivalent is not a foreign person; and (CC) the investment fund satisfies, with respect to any foreign person with membership as a limited partner on an advisory board or a committee of the fund, the criteria specified in items (cc) and (dd) of subsection (a)(4)(D)(iv). (ee) Submission of written notice as an alternative Parties to a covered transaction for which a declaration is required under this subclause may instead elect to submit a written notice under clause (i). (ff) Timing and refiling of submission (AA) In general In the regulations prescribed under item (aa), the Committee may not require a declaration to be submitted under this subclause with respect to a covered transaction more than 45 days before the completion of the transaction. (BB) Refiling of declaration The Committee may not request or recommend that a declaration submitted under this subclause be withdrawn and refiled, except to permit parties to a covered transaction to correct material errors or omissions in the declaration submitted with respect to that transaction. (gg) Penalties The Committee may impose a penalty pursuant to subsection (h)(3) with respect to a party that fails to comply with this subclause. (vi) Stipulations regarding transactions (I) In general In a written notice submitted under clause (i) or a declaration submitted under clause (v) with respect to a transaction, a party to the transaction may— (aa) stipulate that the transaction is a covered transaction; and (bb) if the party stipulates that the transaction is a covered transaction under item (aa), stipulate that the transaction is a foreign government-controlled transaction. (II) Basis for stipulation A written notice submitted under clause (i) or a declaration submitted under clause (v) that includes a stipulation under subclause (I) shall include a description of the basis for the stipulation. (D) Unilateral initiation of review Subject to subparagraph (G), the President or the Committee may initiate a review under subparagraph (A) of— (i) any covered transaction (other than a covered transaction described in subparagraph (E)); (ii) any covered transaction described in subparagraph (E), if any party to the transaction submitted false or misleading material information to the Committee in connection with the Committee’s consideration of the transaction or omitted material information, including material documents, from information submitted to the Committee; or (iii) any covered transaction described in subparagraph (E), if— (I) any party to the transaction or the entity resulting from consummation of the transaction materially breaches a mitigation agreement or condition described in subsection (l)(3)(A); (II) such breach is certified to the Committee by the lead department or agency monitoring and enforcing such agreement or condition as a material breach; and (III) the Committee determines that there are no other adequate and appropriate remedies or enforcement tools available to address such breach. (E) Covered transactions described A covered transaction is described in this subparagraph if— (i) the Committee has informed the parties to the transaction in writing that the Committee has completed all action under this section with respect to the transaction; or (ii) the President has announced a decision not to exercise the President’s authority under subsection (d) with respect to the transaction. (F) Timing Any review under this paragraph shall be completed before the end of the 45-day period beginning on the date of the acceptance of written notice under subparagraph (C) by the chairperson, or beginning on the date of the initiation of the review in accordance with subparagraph (D), as applicable. (G) Limit on delegation of certain authority The authority of the Committee to initiate a review under subparagraph (D) may not be delegated to any person, other than the Deputy Secretary or an appropriate Under Secretary of the department or agency represented on the Committee. (H) Identification of non-notified and non-declared transactions The Committee shall establish a process to identify covered transactions for which— (i) a notice under clause (i) of subparagraph (C) or a declaration under clause (v) of that subparagraph is not submitted to the Committee; and (ii) information is reasonably available.