9

1 shared authority to exercise the voting rights evidenced by

2 such securities, as the Commission, by rule, may prescribe.

3

"(2) Every issuer of a security of a class described 4 in section 13 (d) (1) of this tile shall maintain in such form 5 as the Commission, by rule, may prescribe a reasonably cur6 rent list of the identity, residence, and nationality of the 7 beneficial owners of the securities of each such class and the 8 persons (other than the beneficial owners) possessing sole

9

or shared authority to exercise the voting rights evidence 10 by such securities. Every such issuer shall file such list, or 11 any specified part thereof, with the Commission at such times 12 as the Commission, by rule, may prescribe, but in no event 13 shall such list or specified part thereof be filed less frequently 14 than annually or more frequently than quarterly.

15

"(3) In exercising its authority under this subsection, 16 the Commission shall determine (and so state) that its ac17 tion is necessary or appropriate in the public interest or for 18 the protection of investors.".

19

SEC. 5. Section 21 of the Securities Exchange Act of 20 1934 (15 U.S.C. 78u) is amended by adding at the end 21 thereof the following new subsections:

22 "(g) (1) The Commission, the Attorney General, a 23 United States company in which a foreign investor has ac24 quired or proposes to acquire any equity security, or a holder 25 of record of any equity security of such a United States

10

1 company, may bring an action in a district court of the 2 United States (or a court of general jurisdiction, however 3 designated, in any place, other than a State, under the juris4 diction of the United States) to enjoin such foreign investor 5 from violating, or to enforce compliance by such foreign in6 vestor with, the provisions of section 13 (f) of this title and 7 the rules and regulations thereunder. On a showing that the 8 foreign investor has engaged, is engaged, or is about to 9 engage in acts or practices constituting such a violation the 10 court shall grant appropriate relief in the form of temporary 11 or permanent restraining orders and injunctions and orders 12 enforcing compliance. Without limiting the generality of the 13 foregoing, the court, on such terms and subject to such con14 ditions as it considers proper, may order (A) the revocation 15 or suspension, or any period specified in the order, of the 16 voting rights evidence by securities of the United States 17 company acquired by the foreign investor in violation of 18 such provisions, and (B) the sale of any securities so 19 acquired.

20 "(2) If any foreign investor against whom an order or 21 injunction entered pursuant to paragraph (1) of this sub22 section fails, within such reasonable time as is fixed by the 23 court, to comply with the order or injunction, the court may, 24 by order, vest any securities acquired by such foreign investor

11

1 in violation of the provisions of section 13 (f) of this title 2 in a trustee named by it who may thereupon, notwithstanding 3 any other provision of law, do all such things and execute 4 all such documents as are necessary to give effect to the 5 order or injunction of the court, and any proceeds of any sale 6 of such securities received by him shall first be applied to 7 payment of his fees and expenses in acting as trustee and 8 thereafter any balance remaining shall be paid by him to such 9 person as would, but for the order vesting such securities in 10 him, have been entitled to receive the same.

11

"(h) For purposes of subsection (e), (f), and (g) of 12 this section, it is unlawful for any person to cause, command, 13 induce, procure, or give substantial assistance to the com14 mission of an act or practice constituting a violation of any 15 provision of this title or the rules or regulations thereunder.". 16 SEC. 6. Section 32 of the Securities Exchange Act of 17 1934 (15 U.S.C. 78ff (b)) is amended by inserting im18 mediately following the first sentence thereof the following new sentence: "Any foreign investor which fails to file a 20 statement required to be filed under subsection (f) of section. 21 13 of this title or any rule or regulation thereunder, shall 22 forfeit to the United States the sum of $1,000 for each and every day such failure to file shall continue.".

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23

94TH CONGRESS 1ST SESSION

S. 425

IN THE SENATE OF THE UNITED STATES

MARCH 3 (legislative day, FEBRUARY 21), 1975

Referred to the Committee on Banking, Housing and Urban Affairs and ordered to be printed

AMENDMENTS

Intended to be proposed by Mr. WILLIAMS (for himself and Mr. BROOKE) to S. 425, a bill to amend the Securities Exchange Act of 1934 to require notification by foreign investors of proposed acquisitions of equity securities of United States companies, to authorize the President to prohibit any such acquisition as appropriate for the national security, to further the foreign policy, or to protect the domestic economy of the United States, to require issuers of registered securities to maintain and file with the Securities and Exchange Commission a list of the names and nationalities of the beneficial owners of their equity securities, and for other purposes, viz:

1 On page 7, line 20, after the period insert the following: 2 "The President shall prohibit any such acquisition, if he 3 determines that any foreign investor on whose behalf such 4 acquisition is to be made or any person controlling any such

Amdt. No. 24

2

1 foreign investor has, directly or indirectly, within one year 2 of the date of filing such statement, caused or attempted or

3 conspired to cause—

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5

6

7

8

9

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"(A) any person (other than a person resident or organized in the country of which such foreign investor is the government or a subdivision, agency, or instrumentality of the government or in which such foreign investor or a person controlling such foreign investor is resident or organized) not to do business with, to subject

to economic loss or injury, or otherwise to discriminate 11 against any United States company, because such United

121

States company or an officer, director, employee, stock

13 holder, or creditor thereof is or has been, or in order

to deter such United States company or any officer, director, employee, stockholder, or creditor thereof from,

directly or indirectly, supporting or dealing with (i) any foreign government with which the United States has

diplomatic relations, or (ii) any person resident or operating in, or dealing with, any country with whose government the United States has diplomatic relations;

or

"(B) any United States company with respect to its business in any country (other than a country with which such foreign investor, if such foreign investor is

a foreign government, or person controlling such foreign