Bill Text: FL S1314 | 2018 | Regular Session | Introduced
NOTE: There are more recent revisions of this legislation. Read Latest Draft
Bill Title: Florida Capital Formation Act
Spectrum: Slight Partisan Bill (? 2-1)
Status: (Failed) 2018-03-10 - Died in Messages [S1314 Detail]
Download: Florida-2018-S1314-Introduced.html
Bill Title: Florida Capital Formation Act
Spectrum: Slight Partisan Bill (? 2-1)
Status: (Failed) 2018-03-10 - Died in Messages [S1314 Detail]
Download: Florida-2018-S1314-Introduced.html
Florida Senate - 2018 SB 1314
By Senator Brandes
24-00987A-18 20181314__
1 A bill to be entitled
2 An act relating to the Florida Capital Formation Act;
3 amending s. 20.60, F.S.; deleting the requirement that
4 the Department of Economic Opportunity manage certain
5 activities related to the commercialization of
6 specified products, services, and ideas; specifying
7 that the Institute for Commercialization of Florida
8 Technology is not an appropriate direct-support
9 organization; amending s. 288.9621, F.S.; including s.
10 288.96255, F.S., in the Florida Capital Formation Act;
11 amending s. 288.9622, F.S.; revising legislative
12 intent; amending s. 288.9623, F.S.; defining terms;
13 amending s. 288.9625, F.S.; redesignating the
14 Institute for the Commercialization of Public Research
15 as the Institute for Commercialization of Florida
16 Technology; deleting provisions regarding the
17 institute’s responsibilities; requiring that the
18 investment-related affairs of the institute be managed
19 by the private fund manager and overseen by the board
20 of directors; restructuring the board of directors and
21 the selection process for the board of directors;
22 specifying term limits of the board members under
23 certain circumstances; requiring the board of
24 directors to amend the bylaws of the institute under
25 certain circumstances; providing that a director is
26 subject to restrictions on certain conflicts of
27 interest; prohibiting a director from having a
28 financial interest in certain investments; authorizing
29 a director to be reimbursed for certain expenses;
30 granting the institute certain powers; requiring the
31 institute to indemnify certain persons; delegating
32 certain duties to the board of directors; revising to
33 whom the board must provide a copy of the annual
34 report and who may require and receive supplemental
35 data relative to the institute’s operation; specifying
36 that certain requirements be met before the private
37 fund manager is authorized to make an investment in a
38 company, on behalf of the institute; deleting
39 provisions relating to certain duties of the
40 institute; deleting provisions relating to certain
41 fees charged by the institute and the prohibition on
42 using capital in support of certain entities;
43 specifying that the annual report is considered a
44 public record subject to certain exemptions; revising
45 the requirements of the institute’s annual report;
46 listing requirements and prohibitions for the private
47 fund manager; stating the purpose of the institute’s
48 use of the private fund manager; requiring the private
49 fund manager to assume the management of certain
50 assets; authorizing the private fund manager to act on
51 behalf of the institute for certain purposes;
52 requiring that the private fund manager be paid
53 certain fees; authorizing the private fund manager to
54 undertake certain activities on behalf of the
55 institute; requiring the private fund manager to issue
56 an annual report to the board of directors by a
57 specific date; specifying that the annual report is
58 considered a public record subject to certain
59 exemptions; requiring that the report contain certain
60 information; amending s. 288.96255, F.S.; requiring
61 that certain proceeds be returned to the Florida
62 Technology Seed Capital Fund after the payment of
63 certain costs and fees; requiring the institute to
64 employ a private fund manager; requiring the private
65 fund manager to perform specific duties; requiring
66 that the private fund manager receive certain fees and
67 costs at a specified time; requiring the private fund
68 manager to use a certain process to evaluate a
69 proposal; requiring the private fund manager to
70 consider certain factors when approving a company for
71 investment; deleting specific requirements for the
72 investment of funds; authorizing the private fund
73 manager, in addition to the institute, to perform
74 certain tasks; amending s. 288.9627, F.S.; conforming
75 provisions to changes made by this act; providing an
76 effective date.
77
78 Be It Enacted by the Legislature of the State of Florida:
79
80 Section 1. Paragraph (e) of subsection (4) and paragraph
81 (b) of subsection (9) of section 20.60, Florida Statutes, are
82 amended to read:
83 20.60 Department of Economic Opportunity; creation; powers
84 and duties.—
85 (4) The purpose of the department is to assist the Governor
86 in working with the Legislature, state agencies, business
87 leaders, and economic development professionals to formulate and
88 implement coherent and consistent policies and strategies
89 designed to promote economic opportunities for all Floridians.
90 To accomplish such purposes, the department shall:
91 (e) Manage the activities of public-private partnerships
92 and state agencies in order to avoid duplication and promote
93 coordinated and consistent implementation of programs in areas
94 including, but not limited to, tourism; international trade and
95 investment; business recruitment, creation, retention, and
96 expansion; minority and small business development; rural
97 community development; commercialization of products, services,
98 or ideas developed in public universities or other public
99 institutions; and the development and promotion of professional
100 and amateur sporting events.
101 (9) The executive director shall:
102 (b) Serve as the manager for the state with respect to
103 contracts with Enterprise Florida, Inc., the Institute for the
104 Commercialization of Public Research, and all applicable direct
105 support organizations. To accomplish the provisions of this
106 section and applicable provisions of chapter 288, and
107 notwithstanding the provisions of part I of chapter 287, the
108 director shall enter into specific contracts with Enterprise
109 Florida, Inc., the Institute for the Commercialization of Public
110 Research, and other appropriate direct-support organizations.
111 Such contracts may be for multiyear terms and must shall include
112 specific performance measures for each year. For purposes of
113 this section, the Florida Tourism Industry Marketing Corporation
114 and the Institute for Commercialization of Florida Technology
115 are not is not an appropriate direct-support organizations
116 organization.
117 Section 2. Section 288.9621, Florida Statutes, is amended
118 to read:
119 288.9621 Short title.—Sections 288.9621-288.96255 Sections
120 288.9621-288.9625 may be cited as the “Florida Capital Formation
121 Act.”
122 Section 3. Section 288.9622, Florida Statutes, is amended
123 to read:
124 288.9622 Findings and intent.—
125 (1) The Legislature finds and declares that there is a need
126 to increase the availability of seed capital and early stage
127 investment venture equity capital for emerging companies in the
128 state, including, without limitation, businesses enterprises in
129 life sciences, information technology, advanced manufacturing
130 processes, aviation and aerospace, and homeland security and
131 defense, as well as other industries of strategic importance to
132 this state strategic technologies.
133 (2) It is the intent of the Legislature that ss. 288.9621
134 288.96255 ss. 288.9621-288.9625 serve to mobilize private
135 investment in a broad variety of venture capital partnerships in
136 diversified industries and geographies; retain private sector
137 investment criteria focused on rate of return; allow the use the
138 services of highly qualified private fund managers experienced
139 in the seed and early stage development industry in this state;
140 and outline the use, qualifications, and activities of the
141 private management by a private fund manager of the assets of
142 the Seed Capital Accelerator Program and the Florida Technology
143 Seed Capital Fund investment portfolio of the Institute for
144 Commercialization of Florida Technology venture capital industry
145 regardless of location; facilitate the organization of the
146 Florida Opportunity Fund as an investor in seed and early stage
147 businesses, infrastructure projects, venture capital funds, and
148 angel funds; and precipitate capital investment and extensions
149 of credit to and in the Florida Opportunity Fund.
150 (3) It is the intent of the Legislature to mobilize
151 investment venture equity capital for investment in such a
152 manner as to result in a significant potential to create new
153 businesses and jobs in this state which that are based on high
154 growth potential technologies, products, or services and which
155 that will further diversify the economy of this state.
156 (4) It is the intent of the Legislature to reduce the
157 ongoing operational cost and burden of managing the Florida
158 Technology Seed Capital Fund and the Seed Capital Accelerator
159 Program to this state by engaging a private asset management
160 entity in this state which is familiar with the seed and early
161 stage investment industry in this state. This entity would be
162 responsible for the management of the assets of the Seed Capital
163 Accelerator Program and the Florida Technology Seed Capital Fund
164 investment portfolio without requiring ongoing budget
165 expenditures by this state that an institute be created to
166 mentor, market, and attract capital to such commercialization
167 ventures throughout the state.
168 Section 4. Section 288.9623, Florida Statutes, is amended
169 to read:
170 288.9623 Definitions.—As used in ss. 288.9621-288.96255,
171 the term ss. 288.9621-288.9625:
172 (1) “Accelerator program” means the Seed Capital
173 Accelerator Program managed by the institute.
174 (2)(1) “Board” means the board of directors of the Florida
175 Opportunity Fund.
176 (3)(2) “Fund” means the Florida Opportunity Fund.
177 (4) “Institute” means the Institute for Commercialization
178 of Florida Technology.
179 (5) “Investment portfolio” means individual or collective
180 investment assets held under the technology fund.
181 (6) “Net profits” means the total gross proceeds received
182 from the sale or liquidation of an asset of the investment
183 portfolio less any costs, legal fees, professional fees,
184 consulting fees, government fees, brokerage fees, taxes,
185 management fees pursuant to s. 288.9625(12)(b), disbursement to
186 private investors pursuant to s. 288.96255(6), or other fees,
187 costs, and expenses incurred in the sale or liquidation of any
188 of the investment portfolio assets.
189 (7) “Portfolio companies” means the companies who are part
190 of the Florida Technology Seed Capital Fund investment
191 portfolio.
192 (8) “Private fund manager” means the private entity, or its
193 designee, selected to manage the investment portfolio on behalf
194 of the institute.
195 (9) “Technology fund” means the Florida Technology Seed
196 Capital Fund managed by the institute.
197 Section 5. Section 288.9625, Florida Statutes, is amended
198 to read:
199 288.9625 Institute for the Commercialization of Florida
200 Technology Public Research.—There is established at a public
201 university or research center in this state the Institute for
202 the Commercialization of Florida Technology Public Research.
203 (1) The institute shall be a nonprofit not-for-profit
204 corporation registered, incorporated, and operated in accordance
205 with chapter 617.
206 (2) The purpose of the institute is to assist in the
207 commercialization of products developed by the research and
208 development activities of an innovation business, including, but
209 not limited to, those as defined in s. 288.1089; a publicly
210 supported college, university, or research institute; or any
211 other publicly supported organization in this state. The
212 institute shall fulfill its purpose in the best interests of the
213 state. The institute:
214 (a) Is a corporation primarily acting as an instrumentality
215 of the state pursuant to s. 768.28(2), for the purposes of
216 sovereign immunity;
217 (b) Is not an agency within the meaning of s. 20.03(11);
218 (c) Is subject to the open records and meetings
219 requirements of s. 24, Art. I of the State Constitution, chapter
220 119, and s. 286.011;
221 (d) Is not subject to the provisions of chapter 287;
222 (e) Is Shall be governed by the code of ethics for public
223 officers and employees as set forth in part III of chapter 112;
224 and
225 (f) May create corporate subsidiaries.;
226 (g) Shall support existing commercialization efforts at
227 state universities; and
228 (h) May not supplant, replace, or direct existing
229 technology transfer operations or other commercialization
230 programs, including incubators and accelerators.
231 (3) The articles of incorporation of the institute must be
232 approved in a written agreement with the department. The
233 agreement and the articles of incorporation shall:
234 (a) Provide that the institute shall provide equal
235 employment opportunities for all persons regardless of race,
236 color, religion, gender, national origin, age, handicap, or
237 marital status;
238 (b) Provide that the institute is subject to the public
239 records and meeting requirements of s. 24, Art. I of the State
240 Constitution;
241 (c) Provide that all officers, directors, and employees of
242 the institute are shall be governed by the code of ethics for
243 public officers and employees as set forth in part III of
244 chapter 112;
245 (d) Provide that members of the board of directors of the
246 institute are responsible for the prudent use of all public and
247 private funds and that they will ensure that the use of funds is
248 in accordance with all applicable laws, bylaws, and contractual
249 requirements; and
250 (e) Provide that the fiscal year of the institute is from
251 July 1 to June 30.
252 (4) The investment-related affairs of the institute shall
253 be managed by the private fund manager, and overseen by a board
254 of directors who shall serve without compensation. Each director
255 shall have only one vote. The chair of the board of directors
256 shall be selected by a majority vote of the directors, a quorum
257 being present. The board of directors shall consist of the
258 following five members:
259 (a) The executive director of the department, or the
260 director’s designee.
261 (b) The president of the university where the institute is
262 located or the president’s designee unless multiple universities
263 jointly sponsor the institute, in which case the presidents of
264 the sponsoring universities shall agree upon a designee.
265 (a)(c) The board of directors shall consist of three
266 directors appointed by the Governor to 3-year staggered terms,
267 to which the directors may be reappointed.
268 (b) If there is any change to the number of directors by an
269 amendment to the Florida Capital Formation Act:
270 1. The term and service for a director appointed by the
271 Governor must continue through the end of his or her current
272 term as of the effective date of the amendment;
273 2. The term and service for a director not appointed by the
274 Governor and who has served on the board of directors in excess
275 of 3 years must cease and terminate as of the effective date of
276 the amendment; and
277 3. The bylaws of the institute shall be amended accordingly
278 by the board of directors.
279 (c) Upon vacancy, or within 90 days before an anticipated
280 vacancy by the expiration of a term of a director, the private
281 fund manager shall submit a list of three eligible nominees,
282 which may include the incumbent director, to replace the
283 outgoing director. The board of directors, voting along with the
284 private fund manager, may appoint a director from the nominee
285 list or may request and appoint a director from a new list of
286 three nominees that were not included on the previous list.
287 (d) The persons appointed as replacement directors must
288 include persons who have expertise in the area of the selection
289 and supervision of early stage investment managers or in the
290 fiduciary management of investment funds and other areas of
291 expertise as considered appropriate.
292 (e) Directors are subject to any restrictions on conflicts
293 of interest specified in the organizational documents and may
294 not have a financial interest in any venture capital investment
295 in any portfolio company.
296 (f) Directors may be reimbursed for all reasonable,
297 necessary, and actual expenses as determined and approved by the
298 private fund manager pursuant to s. 112.061.
299 (g) The institute shall have all powers granted under its
300 organizational documents and shall indemnify its directors and
301 the private fund manager to the broadest extent permissible
302 under the laws of this state.
303 (5) The board of directors shall oversee the private fund
304 manager to ensure consistency with the Florida Capital Formation
305 Act, to perform those duties as may be delegated to it in the
306 bylaws of the institute, and to provide a copy of the
307 institute’s annual report to the Governor, the President of the
308 Senate, and the Speaker of the House of Representatives, and the
309 president of the university at which the institute is located.
310 (6) The department, the president and the board of trustees
311 of the university where the institute is located, the Auditor
312 General, and the Office of Program Policy Analysis and
313 Government Accountability may require and receive from the
314 institute or its independent auditor any detail or supplemental
315 data relative to the operation of the institute.
316 (7) To the extent funds for investment are available in the
317 technology fund, the private fund manager, on behalf of the
318 institute, may make an investment in a company or organization
319 if all of the following requirements are met:
320 (a) Before providing assistance, the institute accepted To
321 be eligible for assistance, the company or organization
322 attempting to commercialize its product based on the guidelines
323 under s. 288.96255(4) must be accepted by the institute before
324 receiving the institute’s assistance.
325 (b) The company or organization is based in this state
326 institute shall receive recommendations from any publicly
327 supported organization that a company that is commercializing
328 the research, technology, or patents from a qualifying publicly
329 supported organization should be accepted into the institute.
330 (c) The institute shall thereafter review the business
331 plans and technology information of each such recommended
332 company. If accepted, the institute shall mentor the company,
333 develop marketing information on the company, and use its
334 resources to attract capital investment into the company, as
335 well as bring other resources to the company which may foster
336 its effective management, growth, capitalization, technology
337 protection, or marketing or business success.
338 (8) The institute shall:
339 (a) Maintain a centralized location to showcase companies
340 and their technologies and products;
341 (b) Develop an efficient process to inventory and publicize
342 companies and products that have been accepted by the institute
343 for commercialization;
344 (c) Routinely communicate with private investors and
345 venture capital organizations regarding the investment
346 opportunities in its showcased companies;
347 (d) Facilitate meetings between prospective investors and
348 eligible organizations in the institute;
349 (e) Hire full-time staff who understand relevant
350 technologies needed to market companies to the angel investors
351 and venture capital investment community; and
352 (f) Develop cooperative relationships with publicly
353 supported organizations all of which work together to provide
354 resources or special knowledge that is likely to be helpful to
355 institute companies.
356 (8)(9) Except as provided under s. 288.96255, the institute
357 may not develop or accrue any ownership, royalty, patent, or
358 other such rights over or interest in companies or products in
359 the institute except in connection with financing provided
360 directly to client companies and shall maintain the
361 confidentiality of proprietary information.
362 (10) The institute may not charge for services provided to
363 state universities and affiliated organizations, community
364 colleges, or state agencies; however, the institute may deliver
365 and charge for services to private companies and affiliated
366 organizations if providing a service does not interfere with the
367 core mission of the institute. The institute may not use its
368 capital in support of private companies or affiliated
369 organizations whose products were not developed by research and
370 development activities of a publicly supported college,
371 university, or research institute, or any other organization.
372 (9)(11) By December 1 of each year, the institute shall
373 issue an annual report concerning its activities to the
374 Governor, the President of the Senate, and the Speaker of the
375 House of Representatives. The annual report shall be considered
376 a public record, as provided in paragraph (3)(b), subject to any
377 appropriate exemptions under s. 288.9627. The annual report must
378 shall include the following:
379 (a) Information on any assistance provided by the institute
380 to an innovation business, as defined in s. 288.1089; a publicly
381 supported college, university, or research institute; or any
382 other publicly supported organization in the state.
383 (b) A description of the benefits to this state resulting
384 from the institute, including the number of businesses created,
385 associated industries started, the number of jobs created, and
386 the growth of related projects.
387 (c) Independently audited financial statements, including
388 statements that show receipts and expenditures during the
389 preceding fiscal year for personnel, management fees,
390 administration, and operational costs of the institute.
391 (10) The private fund manager:
392 (a) Must be a for-profit limited liability company or a
393 for-profit corporation formed, governed, and operated in
394 accordance with chapter 605 or chapter 607, respectively.
395 (b) Shall conduct activities on behalf of the institute
396 which are consistent with the purposes set forth in this
397 section.
398 (c) Must have expertise and experience in the management
399 and operation of early stage companies in this state.
400 (d) Must have experience with investment in early stage
401 ventures in this state and have a working knowledge and
402 understanding of the investment portfolio and the relevant
403 industries of the portfolio companies in this state.
404 (e) Shall employ personnel and professionals who have
405 knowledge of the investment portfolio and portfolio companies of
406 the institute, as well as financial, technical, and business
407 expertise to manage the technology fund activity.
408 (f) May not be a public corporation or instrumentality of
409 the state.
410 (g) Is not a corporation primarily acting as an
411 instrumentality of the state pursuant to s. 768.28(2), for the
412 purposes of sovereign immunity.
413 (h) Is not an agency within the meaning of s. 20.03(11).
414 (i) Is not subject to chapter 287.
415 (j) May not be governed by the code of ethics for public
416 officers and employees as set forth in part III of chapter 112.
417 (11) The purpose of the institute’s use of a private fund
418 manager is to alleviate the state’s burden of the continued and
419 future operational and management costs related to the
420 technology fund and accelerator program, while allowing the
421 institute, through the activities of the private fund manager,
422 to continue to foster greater private-sector investment funding,
423 to encourage seed-stage investments in startup and early stage
424 companies, and to advise companies about how to restructure
425 existing management, operations, product development, or service
426 development to attract advantageous business opportunities.
427 (12) The private fund manager shall assume the management
428 of the assets of the accelerator program and the technology fund
429 investment portfolios associated with the institute.
430 (a) The private fund manager has the authority on behalf of
431 the institute to:
432 1. Negotiate investment, sale, and liquidation terms with
433 portfolio and nonportfolio companies;
434 2. Develop and execute contracts, or amendments thereto,
435 with portfolio and nonportfolio companies;
436 3. Seek new qualified companies for the investment of funds
437 from the technology fund;
438 4. Receive, on behalf of the institute, investment capital
439 from the sale or liquidation of any portion of the investment
440 portfolio, loan proceeds, or other investment returns, and remit
441 such capital, proceeds, and returns to the technology fund
442 pursuant to s. 288.96255, except as otherwise provided in this
443 section and s. 288.96255; and
444 5. Perform additional duties set forth in s. 288.96255.
445 (b) The private fund manager shall be paid reasonable fees
446 consistent with industry fund management practices and
447 consisting of:
448 1. An operational management fee, including the
449 reimbursement of expenses, paid from the proceeds of the
450 repayment of loans from the accelerator program or other
451 capital, proceeds, and returns available in the technology fund;
452 2. A portfolio fee paid from the proceeds of each sale or
453 liquidation of assets or portions of the assets of the
454 investment portfolio; and
455 3. A closing fee paid from the investment amount paid by
456 the technology fund to a company at the closing of each
457 investment.
458 (13) The private fund manager may undertake the following
459 activities on behalf of the institute:
460 (a) Mentor, assist with the development of marketing
461 information, and assist with attracting capital investment, as
462 well as bring other resources to the company which may foster
463 its effective management, growth, capitalization, technology
464 protection, or marketing or business success;
465 (b) Communicate with private investors and venture capital
466 organizations regarding investment opportunities in the
467 portfolio companies of the technology fund and accelerator
468 program;
469 (c) Facilitate meetings between prospective investors and
470 the companies; and
471 (d) Develop cooperative relationships with publicly
472 supported organizations that work together to provide resources
473 or special knowledge likely to be helpful to portfolio
474 companies.
475 (14) By November 1 of each year, the private fund manager
476 shall issue an annual report to the board of directors of the
477 institute concerning the activities the private fund manager
478 conducted which relate to existing accelerator program and
479 technology fund investments in order for the board to be in
480 compliance with its report obligations under subsection (9). The
481 annual report provided by the private fund manager shall be
482 considered a public record, as provided in paragraph (3)(b),
483 subject to any appropriate exemptions under s. 288.9627. The
484 annual report, at a minimum, must include:
485 (a) A description of the benefits to this state resulting
486 from the assets of the accelerator program and technology fund,
487 including the number of jobs created, the amount of capital the
488 companies raised, and other benefits relating to increased
489 research expenditures and company growth.
490 (b) Independently audited financial statements related to
491 the receipt and calculation of the net profits of the investment
492 portfolio.
493 Section 6. Subsection (1) and subsections (3) through (7)
494 of section 288.96255, Florida Statutes, are amended to read:
495 288.96255 Florida Technology Seed Capital Fund; creation;
496 duties.—
497 (1) The Institute for the Commercialization of Florida
498 Technology Public Research shall create the Florida Technology
499 Seed Capital Fund as a corporate subsidiary. The purpose of the
500 technology fund is to foster greater private-sector investment
501 funding, to encourage seed-stage investments in start-up
502 companies, and to advise companies about how to restructure
503 existing management, operation, or production to attract
504 advantageous business opportunities. The net profits of the
505 proceeds of each sale or liquidation of assets or portions of
506 the assets of the investment portfolio must a sale of the equity
507 held by the fund shall be returned to the technology fund for
508 reinvestment after payment of the applicable costs, professional
509 fees, expenses, fees pursuant to s. 288.9625(12)(b), and
510 disbursement to private investors pursuant to paragraph (6)(e).
511 (3) The institute shall employ a private fund manager
512 pursuant to s. 288.9625 professionals who have both technical
513 and business expertise to manage the investment portfolio and
514 technology fund activity. The private fund manager institute
515 shall establish an investor advisory board comprised of venture
516 capital professionals and early-stage investors from this and
517 other states who shall advise the institute and guide the fund
518 management of the technology fund and make funding
519 recommendations, provided that capital for investment is
520 available in the technology fund. The private fund manager shall
521 receive reasonable fees consistent with industry practices for
522 performing due diligence and an investment closing fee paid out
523 of the technology fund at the closing of each investment in
524 addition to reasonable attorney fees, other fees prescribed in
525 s. 288.9625(12)(b), and other costs in connection with making an
526 investment. Administrative costs paid out of the fund shall be
527 determined by the investor advisory board.
528 (4) The private fund manager institute shall use a thorough
529 and detailed process that is modeled after investment industry
530 practices the best practices of the investment industry to
531 evaluate a proposal. In order to approve a company for
532 investment, the private fund manager, on behalf of the
533 institute, must consider if:
534 (a) The company has a strong intellectual property
535 position, a capable management team, readily identifiable paths
536 to market or commercialization, significant job-growth
537 potential, the ability to provide other sources of capital to
538 leverage the state’s investment, and the potential to attract
539 additional funding;
540 (b) The private fund manager has had an opportunity to
541 complete due diligence to its satisfaction company has been
542 identified by a publicly funded research institution;
543 (c) The start-up company is a target industry business as
544 defined in s. 288.106(2); and
545 (d) The company has been identified by An approved private
546 sector lead investor who has demonstrated due diligence typical
547 of start-up investments in evaluating the potential of the
548 company has identified the company.; and
549 (e) The advisory board and fund manager have reviewed the
550 company’s proposal and recommended it.
551 (5) (a) Seed Funds from the technology fund may be invested
552 if the institute approves a company and the initial seed-stage
553 investment. The initial seed-stage investment must be at least
554 $50,000, but no more than $300,000. The initial seed-stage
555 investment requires a one-to-one, private-sector match of
556 investment.
557 (b) Additional seed funds may be invested in a company if
558 approved by the institute. The cumulative total of investment in
559 a single company may not exceed $500,000. Any additional
560 investment amount requires a two-to-one, private-sector match of
561 investment.
562 (6) The institute or private fund manager may:
563 (a) Provide a company with value-added support services in
564 the areas of business plan development and strategy, the
565 preparation of investor presentations, and other critical areas
566 identified by the private fund manager institute to increase its
567 chances for long-term viability and success;
568 (b) Encourage appropriate investment funds to become
569 preapproved to match investment funds;
570 (c) Market the attractiveness of the state as an early
571 stage investment location; and
572 (d) Collaborate with state economic-development
573 organizations, national associations of seed and angel funds,
574 and other innovation-based associations to create an enhanced
575 state entrepreneurial ecosystem; and.
576 (e) Transfer any portion of the assets of the investment
577 portfolio, on behalf of the institute, into a private fund or
578 special purpose vehicle, receive additional private investment
579 in the private fund or special purpose vehicle, manage the
580 private fund or special purpose vehicle, and distribute to the
581 technology fund and the private investors the respective pro
582 rata portion of any net profits from the sale or liquidation of
583 the assets of such private fund or special purpose vehicle.
584 (7) The institute shall annually evaluate the activities
585 and results of the funding, taking into consideration that seed
586 investment horizons span from 3 to 7 years.
587 Section 7. Section 288.9627, Florida Statutes, is amended
588 to read:
589 288.9627 Exemptions from public records and public meetings
590 requirements for the Institute for the Commercialization of
591 Florida Technology Public Research.—
592 (1) DEFINITIONS.—As used in this section, the term:
593 (a) “Institute for the Commercialization of Florida
594 Technology Public Research” or “institute” means the institute
595 established by s. 288.9625.
596 (b)1. “Proprietary confidential business information” means
597 information that has been designated by the proprietor when
598 provided to the institute as information that is owned or
599 controlled by a proprietor; that is intended to be and is
600 treated by the proprietor as private, the disclosure of which
601 would harm the business operations of the proprietor and has not
602 been intentionally disclosed by the proprietor unless pursuant
603 to a private agreement that provides that the information will
604 not be released to the public except as required by law or legal
605 process, or pursuant to law or an order of a court or
606 administrative body; and that concerns:
607 a. Trade secrets as defined in s. 688.002.
608 b. Financial statements and internal or external auditor
609 reports of a proprietor corporation, partnership, or person
610 requesting confidentiality under this statute, unless publicly
611 released by the proprietor.
612 c. Meeting materials related to financial, operating,
613 investment, or marketing information of the proprietor
614 corporation, partnership, or person.
615 d. Information concerning private investors in the
616 proprietor corporation, partnership, or person.
617 2. “Proprietary confidential business information” does not
618 include:
619 a. The identity and primary address of the proprietor’s
620 principals.
621 b. The dollar amount and date of the financial commitment
622 or contribution made by the institute.
623 c. The dollar amount, on a fiscal-year-end basis, of cash
624 repayments or other fungible distributions received by the
625 institute from each proprietor.
626 d. The dollar amount, if any, of the total management fees
627 and costs paid on an annual fiscal-year-end basis by the
628 institute.
629 (c) “Proprietor” means a corporation, partnership, or
630 person that has applied for or received assistance, financial or
631 otherwise, from the institute and that controls or owns the
632 proprietary confidential business information.
633 (2) PUBLIC RECORDS EXEMPTION.—
634 (a) The following records held by the institute are
635 confidential and exempt from s. 119.07(1) and s. 24(a), Art. I
636 of the State Constitution:
637 1. Materials that relate to methods of manufacture or
638 production, potential trade secrets, or patentable material
639 received, generated, ascertained, or discovered during the
640 course of research or through research projects conducted by
641 universities and other publicly supported organizations in this
642 state and that are provided to the institute by a proprietor.
643 2. Information that would identify an investor or potential
644 investor who desires to remain anonymous in projects reviewed by
645 the institute for assistance.
646 3. Any information received from a person from another
647 state or nation or the Federal Government which is otherwise
648 confidential or exempt pursuant to the laws of that state or
649 nation or pursuant to federal law.
650 4. Proprietary confidential business information for 7
651 years after the termination of the institute’s financial
652 commitment to the company.
653 (b) At the time any record made confidential and exempt by
654 this subsection, or portion thereof, is legally available or
655 subject to public disclosure for any other reason, that record,
656 or portion thereof, shall no longer be confidential and exempt
657 and shall be made available for inspection and copying.
658 (3) PUBLIC MEETINGS EXEMPTION.—
659 (a) That portion of a meeting of the institute’s board of
660 directors at which information is discussed which is
661 confidential and exempt under subsection (2) is exempt from s.
662 286.011 and s. 24(b), Art. I of the State Constitution.
663 (b) Any exempt portion of a meeting shall be recorded and
664 transcribed. The board of directors shall record the times of
665 commencement and termination of the meeting, all discussion and
666 proceedings, the names of all persons present at any time, and
667 the names of all persons speaking. An exempt portion of any
668 meeting may not be off the record.
669 (c) A transcript and minutes of exempt portions of meetings
670 are confidential and exempt from s. 119.07(1) and s. 24(a), Art.
671 I of the State Constitution.
672 (4) REQUEST TO INSPECT OR COPY A RECORD.—
673 (a) Records made confidential and exempt by this section
674 may be released, upon written request, to a governmental entity
675 in the performance of its official duties and responsibilities.
676 (b) Notwithstanding the provisions of paragraph (2)(a), a
677 request to inspect or copy a public record that contains
678 proprietary confidential business information shall be granted
679 if the proprietor of the information fails, within a reasonable
680 period of time after the request is received by the institute,
681 to verify the following to the institute through a written
682 declaration in the manner provided by s. 92.525:
683 1. That the requested record contains proprietary
684 confidential business information and the specific location of
685 such information within the record;
686 2. If the proprietary confidential business information is
687 a trade secret, a verification that it is a trade secret as
688 defined in s. 688.002;
689 3. That the proprietary confidential business information
690 is intended to be and is treated by the proprietor as private,
691 is the subject of efforts of the proprietor to maintain its
692 privacy, and is not readily ascertainable or publicly available
693 from any other source; and
694 4. That the disclosure of the proprietary confidential
695 business information to the public would harm the business
696 operations of the proprietor.
697 (c)1. Any person may petition a court of competent
698 jurisdiction for an order for the public release of those
699 portions of any record made confidential and exempt by
700 subsection (2).
701 2. Any action under this subsection must be brought in Palm
702 Beach County or Alachua County, and the petition or other
703 initial pleading shall be served on the institute and, if
704 determinable upon diligent inquiry, on the proprietor of the
705 information sought to be released.
706 3. In any order for the public release of a record under
707 this subsection, the court shall make a finding that:
708 a. The record or portion thereof is not a trade secret as
709 defined in s. 688.002;
710 b. A compelling public interest is served by the release of
711 the record or portions thereof which exceed the public necessity
712 for maintaining the confidentiality of such record; and
713 c. The release of the record will not cause damage to or
714 adversely affect the interests of the proprietor of the released
715 information, other private persons or business entities, or the
716 institute.
717 (5) PENALTIES.—Any person who willfully and knowingly
718 violates this section commits a misdemeanor of the first degree,
719 punishable as provided in s. 775.082 or s. 775.083.
720 Section 8. This act shall take effect July 1, 2018.
