[Code of Federal Regulations]

[Title 31, Volume 3]

[Revised as of July 1, 2005]

From the U.S. Government Printing Office via GPO Access

[CITE: 31CFR800.601]



[Page 943-944]

 

                  TITLE 31--MONEY AND FINANCE: TREASURY

 

  CHAPTER VIII--OFFICE OF INTERNATIONAL INVESTMENT, DEPARTMENT OF THE 

                                TREASURY

 

PART 800_REGULATIONS PERTAINING TO MERGERS, ACQUISITIONS, AND TAKEOVERS 

BY FOREIGN PERSONS--Table of Contents

 

                      Subpart F_Presidential Action

 

Sec. 800.601  Statutory time frame, standards for Presidential action, 

and permissible actions under section 721.





    (a) The President shall announce his decision to take action 

pursuant to section 721 no later than the fifteenth day after an 

investigation is completed, or, if the fifteenth day is not a business 

day, no later than the next business day following the fifteenth day.

    (b) The President may exercise the authority conferred by section 

721(d) if the President makes the findings required by section 721(e), 

namely, that--

    (1) There is credible evidence that leads the President to believe 

that the foreign interest exercising control might take action that 

threatens to impair the national security, and

    (2) Provisions of law, other than section 721 and the International 

Emergency Economic Powers Act (50 U.S.C.



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1701-1706), do not in the President's judgment provide adequate and 

appropriate authority for the President to protect the national security 

in the matter before the President.

    The President's findings under section 721(d) shall not be subject 

to judicial review.

    (c) Under section 721 (d) and (e), the President:

    (1) Is empowered to take such action for such time as the President 

considers appropriate to suspend or prohibit any acquisition subject to 

section 721 that is the subject of a recommendation or recommendations 

by the Committee; and

    (2) Is empowered to direct the Attorney General to seek appropriate 

relief, including divestment relief, in the district courts of the 

United States in order to implement and enforce section 721.

    (d) All authority available to the President under section 721(d), 

including divestment authority, shall remain available at the discretion 

of the President in respect of acquisitions which have been concluded at 

any time on or after the effective date, but only if the purpose for 

which divestment or other appropriate relief is sought is based on 

facts, conditions, or circumstances existing at the time the transaction 

was concluded. Such authority shall not be exercised if:

    (1) The Committee, through its Staff Chairman, has in writing 

advised a party (or the parties) that a particular transaction, with 

respect to which voluntary notice was attempted, was not subject to 

section 721;

    (2) The Committee has previously determined under Sec. 800.502 not 

to undertake an investigation of the acquisition when proposed, pending, 

or completed; or

    (3) The President has previously determined not to exercise his 

authority under section 721 with respect to that acquisition.

    (e) Notwithstanding any other provision in these regulations, in any 

case where the parties to an acquisition submitted false or misleading 

material information to the Committee, or omitted material information, 

including relevant information that was supplied in response to 

provisions of Sec. 800.402; that was requested specifically by the 

Committee in the course of review, investigation, or Presidential 

determination; or that was actually provided by a party, in addition to 

such other penalties as may be provided by law,

    (1) The Committee may reopen its review or investigation of the 

transaction, and revise any recommendation or recommendations submitted 

to the President;

    (2) Any Committee member may submit or resubmit an agency notice 

under Sec. 800.401, to begin anew the process of review and 

investigation; and/or

    (3) The President may take such action for such time as the 

President deems appropriate in respect of the acquisition, and may 

revise actions earlier taken.

    (f) The Committee will generally not consider as material minor 

inaccuracies, omissions, or changes relating to financial or commercial 

factors not having a bearing on national security.



    Example 1. Corporation A, a foreign person, states in its joint 

filing with Corporation X, a U.S.-controlled person, that Corporation A 

will acquire all of the shares of Corporation X at $100 per share on 

July 31, 1991. For commercial reasons, the acquisition in fact takes 

place on August 31 of the same year, and the actual price paid per share 

is $150. The Committee would not regard these factors alone as reason to 

set aside a prior decision by the Committee not to investigate the 

proposed transaction.

    Example 2. Same facts as stated in sentence one of Example 1, except 

that the joint filing of Corporations A and X also states, in responding 

to Sec. 800.402(b)(3)(iv), that Corporation X has no contracts 

involving classified information. In fact, Corporation X has classified 

contracts with the Department of Defense. The statement would be 

considered false and could lead to action by the Committee under 

paragraph (e) of this section.



    (g) Divestment or other relief under section 721 shall not be 

available with respect to transactions that were concluded prior to the 

effective date.



[56 FR 58780, Nov. 21, 1991, as amended at 59 FR 27180, May 25, 1994]



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