HR 4836 IH

To provide for the application of certain measures to the People's Republic of China in response to the illegal sale, transfer, or misuse of certain controlled goods, services, or technology, and for other purposes.

July 12, 2000

Mr. PALLONE introduced the following bill; which was referred to the Committee on International Relations, and in addition to the Committee on Rules, for a period to be subsequently determined by the Speaker, in each case for consideration of such provisions as fall within the jurisdiction of the committee concerned

To provide for the application of certain measures to the People's Republic of China in response to the illegal sale, transfer, or misuse of certain controlled goods, services, or technology, and for other purposes.

Be it enacted by the Senate and House of Representatives of the United States of America in Congress assembled,

SECTION 1. SHORT TITLE.

This Act may be cited as the `China Nonproliferation Act'.

SEC. 2. DEFINITIONS.

In this Act:

(1) ADVANCED CONVENTIONAL WEAPONS- The term `advanced conventional weapons' includes--

(A) long-range precision-guided munitions, fuel air explosives, cruise missiles, low observability aircraft or vessels, other radar evading aircraft or vessels, advanced military aircraft, military satellites, electromagnetic weapons, and laser weapons;

(B) advanced command, control, and communications systems, electronic warfare systems, and intelligence collection systems; and

(C) such other items or systems as the President may, by regulation, determine necessary for purposes of this title.

(2) GOODS AND TECHNOLOGY- The terms `goods' and `technology' mean--

(A) any article, natural or manmade substance, material, supply, or manufactured product, including inspection and test equipment; and

(B) any information and know-how (whether in tangible form, such as models, prototypes, drawings, sketches, diagrams, blueprints, or manuals, or in intangible form, such as training or technical services) that can be used to design, produce, manufacture, utilize, improve the performance of or reconstruct goods, including computer software and technical data.

(3) PERSON- The term `person' means--

(A) any United States or People's Republic of China individual, partnership, corporation, or other form of association, or any of their successor entities, parents, or subsidiaries;

(B) any other nongovernmental entity, organization, or group, that is organized under the laws of the United States or the People's Republic of China or has its principal place of business in the United States or the People's Republic of China;

(C) any governmental entity of the People's Republic of China operating as a business enterprise; and

(D) any successor, subunit, or subsidiary of any entity described in subparagraphs (A) through (C).

(4) PROLIFERATION ACTIVITY- The term `proliferation activity' means the activity described in section 3(a)(1).

(5) STATE-OWNED ENTERPRISE OF THE PEOPLE'S REPUBLIC OF CHINA-

(A) IN GENERAL- The term `state-owned enterprise of the People's Republic of China' means a person who is affiliated with or wholly owned, controlled, or subsidized by the Government of the People's Republic of China or the People's Liberation Army and whose means of production, products, and revenues are owned or controlled by a central or provincial government authority. A person shall be considered to be state-owned if--

(i) the person's assets are primarily owned by a central or provincial government authority;

(ii) a substantial proportion of the person's profits are required to be submitted to a central or provincial government authority;

(iii) the person's production, purchases of inputs, and sales of output, in whole or in part, are subject to state, sectoral, or regional plans; or

(iv) a license issued by a government authority classifies the person as state-owned.

(B) EXCEPTION- Any person that--

(i) is a qualified foreign joint venture or is licensed by a governmental authority as a collective, cooperative, or private enterprise; or

(ii) is wholly owned by a foreign person,

shall not be considered to be state-owned.

(C) QUALIFIED FOREIGN JOINT VENTURE- The term `qualified foreign joint venture' means any person--

(i) which is registered and licensed in the agency or department of the Government of the People's Republic of China concerned with foreign economic relations and trade as an equity, cooperative, contractual joint venture, or joint stock company with foreign investment;

(ii) in which the foreign investor partner and a person of the People's Republic of China share profits and losses and jointly manage the venture;

(iii) in which the foreign investor partner holds or controls at least 25 percent of the investment and the foreign investor partner is not substantially owned

or controlled by a state-owned enterprise of the People's Republic of China;

(iv) in which the foreign investor partner is not a person of a country the government of which the Secretary of State has determined under section 6(j) of the Export Administration Act of 1979 (50 U.S.C. App. 2405(j)) to have repeatedly provided support for acts of international terrorism; and

(v) which does not use state-owned enterprises of the People's Republic of China to export its goods or services.

(6) UNITED STATES ASSISTANCE- The term `United States assistance' means--

(A) any assistance under the Foreign Assistance Act of 1961, other than urgent humanitarian assistance or medicine;

(B) sales and assistance under the Arms Export Control Act;

(C) financing by the Commodity Credit Corporation for export sales of agricultural commodities; and

(D) financing under the Export-Import Bank Act.

SEC. 3. REPORTS ON PROLIFERATION BY PEOPLE'S REPUBLIC OF CHINA.

(a) REPORTS-

(1) IN GENERAL- The President shall, at the times specified in subsection (b), submit to the Committee on International Relations of the House of Representatives, the Committee on Foreign Relations of the Senate, the Committee on Armed Services of the Senate, the Select Committee on Intelligence of the Senate, and the Committee on Governmental Affairs of the Senate, a report identifying every person with respect to whom there is credible information indicating that that person, on or after January 1, 2000, transferred, retransferred, sold, misused, or diverted from, or within, the People's Republic of China to a foreign person or national of the People's Republic of China involved in the development or acquisition of nuclear, chemical, or biological weapons or ballistic or cruise missiles--

(A) goods, services, or technology listed on--

(i) the Nuclear Suppliers Group Guidelines for the Export of Nuclear Material, Equipment and Technology (published by the International Atomic Energy Agency as Information Circular INFCIRC/254/Rev. 3/Part 1, and subsequent revisions) and Guidelines for Transfers of Nuclear-Related Dual-Use Equipment, Material, and Related Technology (published by the International Atomic Energy Agency as Information Circular INFCIRC/254/Rev. 3/ Part 2, and subsequent revisions);

(ii) the Missile Technology Control Regime Equipment and Technology Annex of June 11, 1996, and subsequent revisions;

(iii) the lists of items and substances relating to biological and chemical weapons the export of which is controlled by the Australia Group;

(iv) the Schedules of the Convention on the Prohibition of the Development, Production, Stockpiling and Use of Chemical Weapons and on Their Destruction, including chemicals, precursors, and other substances; or

(v) the Wassenaar Arrangement list of Dual Use Goods and Technologies and Munitions list of July 12, 1996, and subsequent revisions; or

(B) goods, services, or technology not listed on any list identified in subparagraph (A) but which nevertheless would be, if the goods, services, or technology were United States goods, services, or technology, prohibited or controlled for export to the People's Republic of China, or any tier IV countries as defined by the Bureau of Export Administration of the Department of Commerce, and that have the potential to make a contribution to the development, improvement, or production of nuclear, biological, or chemical weapons, or of ballistic or cruise missile systems, or advanced conventional weapons or munitions.

(2) ACTION BY PERSONS IDENTIFIED- The President shall include in the report information on any action taken by a person identified in a prior annual report under this subsection that establishes that the person has discontinued, rectified, or mitigated a prior proliferation activity identified under this Act.

(3) ACTION BY PRESIDENT- The President shall include in the report information on actions taken by the President under sections 4 and 5, in response to proliferation activities conducted by persons identified in this section. The President shall include in the report information on any determinations made under section 7. If the President fails to exercise the authority under sections 4 and 5, or if the President makes a determination under section 7, with respect to a person identified in a report submitted pursuant to this section, the President shall include that information and the reasons therefore in the report required under this section.

(4) OTHER INFORMATION- In addition to the information required by paragraphs (1) through (3), the President shall include in the report information on--

(A) noncompliance with any international nonproliferation treaties, agreements, arrangements, or commitments (verbal, written, or otherwise) by the People's Republic of China, including the Missile Technology Control Regime and the annexes to that Regime;

(B) noncompliance with United States export control laws, Executive orders, regulations, or export license conditions by the People's Republic of China;

(C) the performance of the Department of Commerce in licensing, regulating, and controlling the export of dual-use technology to the People's Republic of China, including the number and type of post-shipment verifications conducted and enforcement actions taken;

(D) the threats to the security interests of the United States, or the security interests of its allies resulting from--

(i) proliferation activities on the part of the People's Republic of China or persons identified in reports submitted under this section;

(ii) the transfer or sale to the Government of, or persons within the People's Republic of China of dual-use technologies and goods listed on the Commerce Control List;

(iii) the misuse or diversion by the People's Republic of China of dual-use technology; and

(iv) the transfer or sale of goods, services, or technology identified by the Director of Central Intelligence as having a significant potential to make a contribution to the development, improvement, or production of nuclear, biological, or chemical

weapons, or of ballistic or cruise missile systems, or advanced conventional weapons or munitions; and

(E) transfers to persons of the People's Republic of China of technology under arms control and nonproliferation agreements and opportunities for the People's Republic of China to engage in proliferation activities under agreements such as Nuclear Nonproliferation Treaty, Chemical Weapons Convention, Comprehensive Test Ban Treaty, and Biological Weapons Convention.

(b) TIMING OF REPORTS- The reports required under subsection (a) shall be submitted no later than 90 days after the date of enactment of this Act, and on June 1 of each year thereafter.

(c) EXCEPTIONS- Any person who--

(1) has engaged in the transfer, sale, or misuse of any goods, services, or technology on behalf of, or in concert with, the Government of the United States; or

(2) has transferred, retransferred, or sold such goods, services, or technology in a manner fully consistent with all applicable international nonproliferation treaties, agreements, and commitments with respect to which the People's Republic of China is a party,

is not required to be identified on account of that transfer in any report submitted under this section, except to the degree that credible information indicates that the particular transfer, sale, or misuse may have continued, or been larger, more significant, or different in nature than permitted on behalf of the Government of the United States or under such international nonproliferation treaty or agreement.

(d) SUBMISSION IN CLASSIFIED FORM- Reports shall be submitted in unclassified form, with classified annexes as necessary.

SEC. 4. APPLICATION OF MANDATORY MEASURES TO CERTAIN PERSONS.

(a) APPLICATION OF MEASURES- Subject to section 7, the President shall apply with respect to each person identified in a report submitted pursuant to section 3(a), for such period of time as the President may determine but not less than one year, all of the measures described in subsection (b).

(b) DESCRIPTION OF MEASURES- The measures referred to in subsection (a) are the following:

(1) EXECUTIVE ORDER NO. 12938 PROHIBITIONS- Imposition of the measures set forth in subsections (b) and (c) of section 4 of Executive Order No. 12938.

(2) ARMS EXPORT- Prohibition on United States Government transfers or sales to such person of any item on the United States Munitions List as in effect on August 8, 1995, and termination of all sales and after-sale servicing to such person of any defense articles, defense services, or design and construction services under the Arms Export Control Act.

(3) DUAL-USE EXPORT PROHIBITION- Denial of licenses, suspension of existing licenses, and termination of all transfers or sales and after-sale servicing for the transfer to such person of any item the export of which is controlled under the Export Administration Act of 1979 (as extended pursuant to the International Emergency Economic Powers Act) or the Export Administration regulations.

(4) PROCUREMENT SANCTION- Prohibition on the United States Government procuring, or entering into any contract for the procurement of, any goods or services from such person.

(5) UNITED STATES ASSISTANCE PROHIBITION- Prohibition on the provision of United States assistance in the form of grants, loans, credits, guarantees, or otherwise, to such person.

(6) SUSPENSION OF AGREEMENTS- Immediate suspension of any agreements or efforts for the co-development or co-production with such person of any item on the United States Munitions List.

(c) EFFECTIVE DATE OF MEASURES- Each measure imposed pursuant to subsection (a) shall take effect with respect to such person 30 days after the date that the report identifying the person is submitted to Congress.

(d) PUBLICATION IN FEDERAL REGISTER- Notice of the imposition of the measure described in subsection (b) to a person identified pursuant to section 3(a) shall be published in the Federal Register, unless the President determines that doing so would threaten the national security or intelligence interests of the United States.

(e) DURATION OF MEASURES- Each measure imposed under this section shall apply for a period of at least 12 months following the imposition of the measure and shall cease to apply only if the President determines and certifies to Congress that--

(1) credible information indicates that the person with respect to whom the determination was made under section 3(a) has ceased the activities for which the measure was imposed;

(2) credible information indicates that the person has taken reasonable steps to rectify the violation; and

(3) the President has received reasonable assurances from the person that such person will not engage in similar activities in the future.

SEC. 5. APPLICATION OF ADDITIONAL MEASURES DIRECTED AT THE GOVERNMENT OF THE PEOPLE'S REPUBLIC OF CHINA.

(a) IN GENERAL- In addition to the mandatory measures described in section 4 applied against persons identified pursuant to section 3(a), the President shall apply additional measures as follows against the People's Republic of China:

(1) TIER 1 MEASURES- The President shall apply one or more of the measures listed in tier 1 that are not in effect under this or any other Act or Executive order with respect to the People's Republic of China in conjunction with, and at the same time, as the mandatory measures applied against the person under section 4.

(2) TIER 2 MEASURES- If, one year after the measures described in section 4 are imposed, the proliferation activities upon which the measures were based are not rectified as described in section 4(e), or the person has engaged in additional proliferation activities, the President shall continue to apply the measures described in section 4, any tier 1 measure in effect, and shall also impose one or more tier 2 measures not in effect under this or any other Act or Executive order with respect to the People's Republic of China.

(3) TIER 3 MEASURES- If 2 years after the measures described in section 4 are imposed, the proliferation activities upon which the measures were based are not rectified as described in section 4(e), or the person has engaged in additional proliferation activities, the President shall continue to apply the measures described in section 4, any tier 1 or tier

2 measures in effect, and shall also impose one or more tier 3 measures not in effect under this or any other Act or Executive order with respect to the People's Republic of China.

(b) DEFINITION OF TIER 1, TIER 2, AND TIER 3 MEASURES-

(1) TIER 1 MEASURE- The term `tier 1 measure' includes any or all of the following:

(A) Suspension of all military-to-military contacts and exchanges between the People's Republic of China and the United States.

(B) Suspension of all United States assistance to the People's Republic of China by the United States Government.

(C) Prohibition on United States bank loans or bond offerings in United States markets on the part of any national of the People's Republic of China or any state-owned enterprise of the People's Republic of China.

(D) Prohibition on the transfer or sale or after-sale servicing, including the provision of replacement parts, to the People's Republic of China or any national of the People's Republic of China of any item on the United States Munitions List and suspension of any agreement with the People's Republic of China or any national of the People's Republic of China or any state-owned enterprise of the People's Republic of China for the co-development or co-production of any item on the United States Munitions List.

(2) TIER 2 MEASURE- The term `tier 2 measure' includes any or all of the following:

(A) Suspension of all scientific, academic, and technical exchanges between the People's Republic of China and the United States.

(B) Direction of the Export-Import Bank of the United States not to approve the issuance of any guarantees, insurance, extension of credit, or participation in the extension of credit to the People's Republic of China.

(C) Denial of access to the capital markets of the United States by all state-owned enterprises of the People's Republic of China.

(D) Prohibition on the transfer or sale to the People's Republic of China or any national of the People's Republic of China of any item on the Commerce Control List that is controlled for national security purposes and prohibition of after-sale servicing, including the provision of replacement parts for such items.

(3) TIER 3 MEASURE- The term `tier 3 measure' includes any or all of the following:

(A) Prohibition on procurement by the United States Government or entering into any contract for the procurement of, any goods or services from the People's Republic of China or any national of the People's Republic of China.

(B) Designation of the People's Republic of China in a country tier under the Export Administration Regulations that is higher than the country tier in effect.

(C) Denial of access to the capital markets of the United States by any company owned or controlled by nationals of the People's Republic of China.

(D) Prohibition on the transfer or sale to the People's Republic of China or any national of the People's Republic of China of any item on the Commerce Control List and prohibition of after-sale servicing, including replacement parts for such items.

SEC. 6. PROCEDURES FOR CONGRESSIONAL REVIEW.

(a) WRITTEN JUSTIFICATION- Any notification submitted by the President under section 3 indicating that the President is not imposing a measure or exercising authority under section 4 or 5 or that the President is making a determination under section 7 shall include a written justification describing in detail the facts and circumstances relating specifically to the person identified in a report submitted pursuant to section 3(a) that supports the President's decision not to exercise the authority of section 4 or section 5 or the President's decision to make a determination under section 7 with respect to that person.

(b) CONGRESSIONAL ACTION- If Congress receives a notification described in section 3 and does not agree with the justification described in subsection (a), the appropriate measure shall be imposed with respect to the person identified in the notification if a joint resolution described in this section is enacted into law.

(c) JOINT RESOLUTION-

(1) DEFINITION- For purposes of this section, a joint resolution means a resolution introduced by any Member of Congress after the date the notification described in section 3 is received, the resolving clause of which contains only the following: `That Congress does not agree with the justification contained in the notification submitted by the President pursuant to the China Nonproliferation Act on XXXXXXX and that the President shall exercise the mandatory measures under section 4 of the Act and one or all of the tier XX measures under that Act.'; with the first blank space being filled with the appropriate date and the second blank space being filled with the appropriate tier.

(2) REFERRAL TO COMMITTEE-

(A) SENATE- A joint resolution introduced in the Senate shall be referred to the Committee on Foreign Relations of the Senate.

(B) HOUSE OF REPRESENTATIVES- A joint resolution introduced in the House of Representatives shall be referred to the Committee on International Relations of the House of Representatives.

(C) REPORTING- A joint resolution may not be reported before the 8th day after the date on which the joint resolution is introduced.

(3) DISCHARGE OF COMMITTEE- If the committee to which a joint resolution is referred in either House has not reported the joint resolution (or an identical joint resolution) at the end of 15 calendar days during which that House is in session

after the date on which the joint resolution is introduced--

(A) the committee shall be deemed to be discharged from further consideration of the joint resolution; and

(B) the joint resolution shall be placed on the appropriate calendar of that House.

(4) FLOOR CONSIDERATION-

(A) IN GENERAL-

(i) MOTION TO PROCEED TO CONSIDERATION- When the committee to which a joint resolution is referred in either House has reported, or has been deemed to be discharged (under paragraph (3)) from further consideration of, a joint resolution--

(I) it is at any time thereafter in order (even though a previous motion to the same effect has been disagreed to) for any Member of that House to move to proceed to the consideration of the joint resolution; and

(II) all points of order against the joint resolution (and against consideration of the joint resolution) are waived.

(ii) TREATMENT OF MOTION- A motion under clause (i)--

(I) is privileged in the Senate and is highly privileged in the House of Representatives;

(II) is not debatable; and

(III) is not subject to amendment, a motion to postpone, or a motion to proceed to the consideration of other business.

(iii) NO MOTION TO RECONSIDER- A motion to reconsider the vote by which a motion under clause (i) is agreed to or disagreed to shall not be in order.

(iv) AGREEMENT TO MOTION- If a motion under clause (i) is agreed to, the joint resolution shall remain the unfinished business of the House until the House disposes of the joint resolution.

(B) DEBATE-

(i) TIME- Debate on a joint resolution, and on all debatable motions and appeals in connection with consideration of a joint resolution, shall be limited to not more than 10 hours, which shall be divided equally between those favoring and those opposing the joint resolution. A motion further to limit debate is in order and not debatable.

(ii) AMENDMENTS AND MOTIONS OUT OF ORDER- An amendment to a joint resolution, a motion to postpone, to proceed to the consideration of other business, or to recommit such a joint resolution, or a motion to reconsider the vote by which such a joint resolution is agreed to or disagreed to is not in order.

(C) VOTE ON FINAL PASSAGE- A vote on final passage of the joint resolution shall be taken in each House on or before the close of the 15th calendar day during which that House is in session after the resolution is reported by the committee of that House to which it was referred, or after the committee has been discharged from further consideration of the resolution.

(D) RULINGS OF THE CHAIR OF PROCEDURE- Appeals from the decisions of the Chair relating to the application of the rules of either House to the procedure relating to a joint resolution shall be decided without debate.

(5) COORDINATION WITH ACTION BY OTHER HOUSE-

(A) IN GENERAL- If, before the passage by 1 House of a joint resolution of that House, that House receives from the other House a joint resolution, the procedures stated in this paragraph shall apply.

(B) NO REFERRAL- The joint resolution of the other House shall not be referred to a committee.

(C) PROCEDURE- With respect to a joint resolution of the House receiving the joint resolution--

(i) the procedure in that House shall be the same as if no joint resolution had been received from the other House; but

(ii) the vote on final passage shall be on the joint resolution of the other House.

(6) RULES OF THE SENATE AND THE HOUSE OF REPRESENTATIVES- This subsection is enacted by Congress--

(A) as an exercise of the rulemaking power of the Senate and the House of Representatives, respectively; and

(i) is deemed a part of the rules of each House, respectively, but applicable only with respect to the procedure to be followed in that House in the case of a joint resolution; and

(ii) supersedes other rules only to the extent that the subsection is inconsistent with those rules; and

(B) with full recognition of the constitutional right of either House to change the rules (so far as the rules relate to the procedure of that House) at any time, in the same manner and to the same extent as in the case of any other rule of that House.

SEC. 7. DETERMINATION EXEMPTING PERSON OR THE PEOPLE'S REPUBLIC OF CHINA FROM SECTIONS 4 AND 5.

(a) IN GENERAL- Sections 4 and 5 shall not apply to a person or to the People's Republic of China 15 days after the President reports to the Committee on International Relations of the House of Representatives, the Committee on Foreign Relations of the Senate, the Committee on Armed Services of the Senate, the Select Committee on Intelligence of the Senate, and the Committee on Governmental Affairs of the Senate, that the President has determined, on the basis of information provided by that person, or otherwise obtained by the President, that--

(1) the person did not, on or after January 1, 2000, knowingly transfer to or export from the People's Republic of China the goods, services, or technology the apparent transfer or export of which caused that person to be identified in a report submitted pursuant to section 3(a);

(2) the person is subject to the primary jurisdiction of a government that is an adherent to one or more relevant nonproliferation regimes, the person was identified in a report submitted pursuant to section 3(a) with respect to a transfer of goods, services, or technology described in section 3(a)(1), and such transfer was made consistent with the guidelines and parameters of all such relevant regimes of which such government is an adherent; or

(3) it is important to the national security of the United States not to apply the provisions of section 4 or 5.

(b) OPPORTUNITY TO PROVIDE INFORMATION- Congress urges the President--

(1) in every appropriate case, to contact in a timely fashion each person identified in each report submitted pursuant to section 3(a), or the government with primary jurisdiction over such person, in order to afford such person or government, the opportunity to provide explanatory, exculpatory, or other additional information with respect to the transfer that caused such person to be identified in a report submitted pursuant to section 3(a); and

(2) to exercise the authority in subsection (a) in all cases where information obtained from a foreign person identified in a report submitted pursuant to section 3(a), or from the government with primary jurisdiction over such person, establishes that the exercise of such authority is warranted.

(c) SUBMISSION IN CLASSIFIED FORM- The determination and report of the President under subsection (a) should be submitted in unclassified form, with classified annexes as necessary.

SEC. 8. NOTIFICATION TO SECURITIES COMMISSION OF INCLUSION IN REPORT.

(a) DEFINITIONS- In this section, the following definitions shall apply:

(1) COMMISSION- The term `Commission' means the Securities and Exchange Commission.

(2) REGISTERED NATIONAL SECURITIES ASSOCIATION- The term `registered national securities association' means an association registered under section 15A(b) of the Securities Exchange Act of 1934 (15 U.S.C. 78o-3(b)).

(3) REGISTERED NATIONAL SECURITIES EXCHANGE- The term `registered national securities exchange' means a national securities exchange registered under 6 of the Securities Exchange Act of 1934 (15 U.S.C. 78f).

(4) REGISTRATION STATEMENT- The term `registration statement' has the same meaning as in section 2 of the Securities Act of 1933 (15 U.S.C. 77b).

(5) SECURITIES LAWS- The terms `securities laws' and `security' have the same meanings as in section 3 of the Securities Exchange Act of 1934 (15 U.S.C. 78c).

(b) NOTIFICATION TO THE COMMISSION- Each report prepared by the President under section 3 shall be transmitted to the Commission at the times specified in section 3(b).

(c) REGULATIONS- Not later than 6 months after the date of enactment of this Act, the Commission shall promulgate regulations--

(1) to ensure that securities investors are notified of the identity of any person included in a report prepared by the President under section 3, the securities of which are listed, or authorized for listing, on a registered national securities exchange (or tier or segment thereof) or by a registered national securities association; and

(2) to require each person included in a report of the President under section 3 to provide notice of such inclusion in each written report, statement, or other filing or notice required from that person under the securities laws, including--

(A) any registration statement;

(B) any annual or quarterly report, statement, or other filing or notice;

(C) any proxy, consent, authorization, information statement, or other notice required to be sent to shareholders with respect to any security registered pursuant to the securities laws;

(D) any report, statement, or other filing or notice required in connection with an initial public offering; and

(E) any report, statement, or other filing required in connection with a merger, acquisition, tender offer, or similar transaction.

END