Bill Text: FL S1314 | 2018 | Regular Session | Comm Sub
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-Comm_Sub.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-Comm_Sub.html
Florida Senate - 2018 CS for SB 1314
By the Committee on Commerce and Tourism; and Senator Brandes
577-02897-18 20181314c1
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 pursuant to the procedures and requirements
267 of this section by the Governor to 3-year staggered terms, to
268 which the directors may be reappointed.
269 (b) For any director appointed before July 1, 2018, the
270 term of service for that director may continue through the end
271 of his or her current term. The vacancy created by the
272 expiration of such term must be filled pursuant to the
273 procedures and requirements of this section.
274 (c) The bylaws of the institute shall be amended
275 accordingly by the board of directors to reflect the
276 requirements of this section.
277 (d) Upon vacancy, or within 90 days before an anticipated
278 vacancy by the expiration of a term of a director, the private
279 fund manager shall submit a list of three eligible nominees,
280 which may include the incumbent director, to replace the
281 outgoing director. The board of directors, voting along with the
282 private fund manager, may appoint a director from the nominee
283 list or may request and appoint a director from a new list of
284 three nominees that were not included on the previous list.
285 (e) The persons appointed as replacement directors must
286 include persons who have expertise in the area of the selection
287 and supervision of early stage investment managers or in the
288 fiduciary management of investment funds and other areas of
289 expertise as considered appropriate.
290 (f) Directors are subject to any restrictions on conflicts
291 of interest specified in the organizational documents and may
292 not have a financial interest in any venture capital investment
293 in any portfolio company.
294 (g) Directors may be reimbursed for all reasonable,
295 necessary, and actual expenses as determined and approved by the
296 private fund manager pursuant to s. 112.061.
297 (h) The institute shall have all powers granted under its
298 organizational documents and shall indemnify its directors and
299 the private fund manager to the broadest extent permissible
300 under the laws of this state.
301 (5) The board of directors shall oversee the private fund
302 manager to ensure consistency with the Florida Capital Formation
303 Act, to perform those duties as may be delegated to it in the
304 bylaws of the institute, and to provide a copy of the
305 institute’s annual report to the Governor, the President of the
306 Senate, and the Speaker of the House of Representatives, and the
307 president of the university at which the institute is located.
308 (6) The department, the president and the board of trustees
309 of the university where the institute is located, the Auditor
310 General, and the Office of Program Policy Analysis and
311 Government Accountability may require and receive from the
312 institute or its independent auditor any detail or supplemental
313 data relative to the operation of the institute.
314 (7) To the extent funds for investment are available in the
315 technology fund, the private fund manager, on behalf of the
316 institute, may make an investment in a company or organization
317 if all of the following requirements are met:
318 (a) Before providing assistance, the institute accepted To
319 be eligible for assistance, the company or organization
320 attempting to commercialize its product based on the guidelines
321 under s. 288.96255(4) must be accepted by the institute before
322 receiving the institute’s assistance.
323 (b) The company or organization is based in this state
324 institute shall receive recommendations from any publicly
325 supported organization that a company that is commercializing
326 the research, technology, or patents from a qualifying publicly
327 supported organization should be accepted into the institute.
328 (c) The institute shall thereafter review the business
329 plans and technology information of each such recommended
330 company. If accepted, the institute shall mentor the company,
331 develop marketing information on the company, and use its
332 resources to attract capital investment into the company, as
333 well as bring other resources to the company which may foster
334 its effective management, growth, capitalization, technology
335 protection, or marketing or business success.
336 (8) The institute shall:
337 (a) Maintain a centralized location to showcase companies
338 and their technologies and products;
339 (b) Develop an efficient process to inventory and publicize
340 companies and products that have been accepted by the institute
341 for commercialization;
342 (c) Routinely communicate with private investors and
343 venture capital organizations regarding the investment
344 opportunities in its showcased companies;
345 (d) Facilitate meetings between prospective investors and
346 eligible organizations in the institute;
347 (e) Hire full-time staff who understand relevant
348 technologies needed to market companies to the angel investors
349 and venture capital investment community; and
350 (f) Develop cooperative relationships with publicly
351 supported organizations all of which work together to provide
352 resources or special knowledge that is likely to be helpful to
353 institute companies.
354 (8)(9) Except as provided under s. 288.96255, the institute
355 may not develop or accrue any ownership, royalty, patent, or
356 other such rights over or interest in companies or products in
357 the institute except in connection with financing provided
358 directly to client companies and shall maintain the
359 confidentiality of proprietary information.
360 (10) The institute may not charge for services provided to
361 state universities and affiliated organizations, community
362 colleges, or state agencies; however, the institute may deliver
363 and charge for services to private companies and affiliated
364 organizations if providing a service does not interfere with the
365 core mission of the institute. The institute may not use its
366 capital in support of private companies or affiliated
367 organizations whose products were not developed by research and
368 development activities of a publicly supported college,
369 university, or research institute, or any other organization.
370 (9)(11) By December 1 of each year, the institute shall
371 issue an annual report concerning its activities to the
372 Governor, the President of the Senate, and the Speaker of the
373 House of Representatives. The annual report shall be considered
374 a public record, as provided in paragraph (3)(b), subject to any
375 appropriate exemptions under s. 288.9627. The annual report must
376 shall include the following:
377 (a) Information on any assistance provided by the institute
378 to an innovation business, as defined in s. 288.1089; a publicly
379 supported college, university, or research institute; or any
380 other publicly supported organization in the state.
381 (b) A description of the benefits to this state resulting
382 from the institute, including the number of businesses created,
383 associated industries started, the number of jobs created, and
384 the growth of related projects.
385 (c) Independently audited financial statements, including
386 statements that show receipts and expenditures during the
387 preceding fiscal year for personnel, management fees,
388 administration, and operational costs of the institute.
389 (10) The private fund manager:
390 (a) Must be a for-profit limited liability company or a
391 for-profit corporation formed, governed, and operated in
392 accordance with chapter 605 or chapter 607, respectively.
393 (b) Shall conduct activities on behalf of the institute
394 which are consistent with the purposes set forth in this
395 section.
396 (c) Must have expertise and experience in the management
397 and operation of early stage companies in this state.
398 (d) Must have experience with investment in early stage
399 ventures in this state and have a working knowledge and
400 understanding of the investment portfolio and the relevant
401 industries of the portfolio companies in this state.
402 (e) Shall employ personnel and professionals who have
403 knowledge of the investment portfolio and portfolio companies of
404 the institute, as well as financial, technical, and business
405 expertise to manage the technology fund activity.
406 (f) May not be a public corporation or instrumentality of
407 the state.
408 (g) Is not a corporation primarily acting as an
409 instrumentality of the state pursuant to s. 768.28(2), for the
410 purposes of sovereign immunity.
411 (h) Is not an agency within the meaning of s. 20.03(11).
412 (i) Is not subject to chapter 287.
413 (j) May not be governed by the code of ethics for public
414 officers and employees as set forth in part III of chapter 112.
415 (11) The purpose of the institute’s use of a private fund
416 manager is to alleviate the state’s burden of the continued and
417 future operational and management costs related to the
418 technology fund and accelerator program, while allowing the
419 institute, through the activities of the private fund manager,
420 to continue to foster greater private-sector investment funding,
421 to encourage seed-stage investments in startup and early stage
422 companies, and to advise companies about how to restructure
423 existing management, operations, product development, or service
424 development to attract advantageous business opportunities.
425 (12) The private fund manager shall assume the management
426 of the assets of the accelerator program and the technology fund
427 investment portfolios associated with the institute.
428 (a) The private fund manager has the authority on behalf of
429 the institute to:
430 1. Negotiate investment, sale, and liquidation terms with
431 portfolio and nonportfolio companies;
432 2. Develop and execute contracts, or amendments thereto,
433 with portfolio and nonportfolio companies;
434 3. Seek new qualified companies for the investment of funds
435 from the technology fund;
436 4. Receive, on behalf of the institute, investment capital
437 from the sale or liquidation of any portion of the investment
438 portfolio, loan proceeds, or other investment returns, and remit
439 such capital, proceeds, and returns to the technology fund
440 pursuant to s. 288.96255, except as otherwise provided in this
441 section and s. 288.96255; and
442 5. Perform additional duties set forth in s. 288.96255.
443 (b) The private fund manager shall be paid reasonable fees
444 consistent with industry fund management practices and
445 consisting of:
446 1. An operational management fee, including the
447 reimbursement of expenses, paid from the proceeds of the
448 repayment of loans from the accelerator program or other
449 capital, proceeds, and returns available in the technology fund;
450 2. A portfolio fee paid from the proceeds of each sale or
451 liquidation of assets or portions of the assets of the
452 investment portfolio; and
453 3. A closing fee paid from the investment amount paid by
454 the technology fund to a company at the closing of each
455 investment.
456 (13) The private fund manager may undertake the following
457 activities on behalf of the institute:
458 (a) Mentor, assist with the development of marketing
459 information, and assist with attracting capital investment, as
460 well as bring other resources to the company which may foster
461 its effective management, growth, capitalization, technology
462 protection, or marketing or business success;
463 (b) Communicate with private investors and venture capital
464 organizations regarding investment opportunities in the
465 portfolio companies of the technology fund and accelerator
466 program;
467 (c) Facilitate meetings between prospective investors and
468 the companies; and
469 (d) Develop cooperative relationships with publicly
470 supported organizations that work together to provide resources
471 or special knowledge likely to be helpful to portfolio
472 companies.
473 (14) By November 1 of each year, the private fund manager
474 shall issue an annual report to the board of directors of the
475 institute concerning the activities the private fund manager
476 conducted which relate to existing accelerator program and
477 technology fund investments in order for the board to be in
478 compliance with its report obligations under subsection (9). The
479 annual report provided by the private fund manager shall be
480 considered a public record, as provided in paragraph (3)(b),
481 subject to any appropriate exemptions under s. 288.9627. The
482 annual report, at a minimum, must include:
483 (a) A description of the benefits to this state resulting
484 from the assets of the accelerator program and technology fund,
485 including the number of jobs created, the amount of capital the
486 companies raised, and other benefits relating to increased
487 research expenditures and company growth.
488 (b) Independently audited financial statements related to
489 the receipt and calculation of the net profits of the investment
490 portfolio.
491 Section 6. Subsection (1) and subsections (3) through (7)
492 of section 288.96255, Florida Statutes, are amended to read:
493 288.96255 Florida Technology Seed Capital Fund; creation;
494 duties.—
495 (1) The Institute for the Commercialization of Florida
496 Technology Public Research shall create the Florida Technology
497 Seed Capital Fund as a corporate subsidiary. The purpose of the
498 technology fund is to foster greater private-sector investment
499 funding, to encourage seed-stage investments in start-up
500 companies, and to advise companies about how to restructure
501 existing management, operation, or production to attract
502 advantageous business opportunities. The net profits of the
503 proceeds of each sale or liquidation of assets or portions of
504 the assets of the investment portfolio must a sale of the equity
505 held by the fund shall be returned to the technology fund for
506 reinvestment after payment of the applicable costs, professional
507 fees, expenses, fees pursuant to s. 288.9625(12)(b), and
508 disbursement to private investors pursuant to paragraph (6)(e).
509 (3) The institute shall employ a private fund manager
510 pursuant to s. 288.9625 professionals who have both technical
511 and business expertise to manage the investment portfolio and
512 technology fund activity. The private fund manager institute
513 shall establish an investor advisory board comprised of venture
514 capital professionals and early-stage investors from this and
515 other states who shall advise the institute and guide the fund
516 management of the technology fund and make funding
517 recommendations, provided that capital for investment is
518 available in the technology fund. The private fund manager shall
519 receive reasonable fees consistent with industry practices for
520 performing due diligence and an investment closing fee paid out
521 of the technology fund at the closing of each investment in
522 addition to reasonable attorney fees, other fees prescribed in
523 s. 288.9625(12)(b), and other costs in connection with making an
524 investment. Administrative costs paid out of the fund shall be
525 determined by the investor advisory board.
526 (4) The private fund manager institute shall use a thorough
527 and detailed process that is modeled after investment industry
528 practices the best practices of the investment industry to
529 evaluate a proposal. In order to approve a company for
530 investment, the private fund manager, on behalf of the
531 institute, must consider if:
532 (a) The company has a strong intellectual property
533 position, a capable management team, readily identifiable paths
534 to market or commercialization, significant job-growth
535 potential, the ability to provide other sources of capital to
536 leverage the state’s investment, and the potential to attract
537 additional funding;
538 (b) The private fund manager has had an opportunity to
539 complete due diligence to its satisfaction company has been
540 identified by a publicly funded research institution;
541 (c) The start-up company is a target industry business as
542 defined in s. 288.106(2); and
543 (d) The company has been identified by An approved private
544 sector lead investor who has demonstrated due diligence typical
545 of start-up investments in evaluating the potential of the
546 company has identified the company.; and
547 (e) The advisory board and fund manager have reviewed the
548 company’s proposal and recommended it.
549 (5) (a) Seed Funds from the technology fund may be invested
550 if the institute approves a company and the initial seed-stage
551 investment. The initial seed-stage investment must be at least
552 $50,000, but no more than $300,000. The initial seed-stage
553 investment requires a one-to-one, private-sector match of
554 investment.
555 (b) Additional seed funds may be invested in a company if
556 approved by the institute. The cumulative total of investment in
557 a single company may not exceed $500,000. Any additional
558 investment amount requires a two-to-one, private-sector match of
559 investment.
560 (6) The institute or private fund manager may:
561 (a) Provide a company with value-added support services in
562 the areas of business plan development and strategy, the
563 preparation of investor presentations, and other critical areas
564 identified by the private fund manager institute to increase its
565 chances for long-term viability and success;
566 (b) Encourage appropriate investment funds to become
567 preapproved to match investment funds;
568 (c) Market the attractiveness of the state as an early
569 stage investment location; and
570 (d) Collaborate with state economic-development
571 organizations, national associations of seed and angel funds,
572 and other innovation-based associations to create an enhanced
573 state entrepreneurial ecosystem; and.
574 (e) Transfer any portion of the assets of the investment
575 portfolio, on behalf of the institute, into a private fund or
576 special purpose vehicle, receive additional private investment
577 in the private fund or special purpose vehicle, manage the
578 private fund or special purpose vehicle, and distribute to the
579 technology fund and the private investors the respective pro
580 rata portion of any net profits from the sale or liquidation of
581 the assets of such private fund or special purpose vehicle.
582 (7) The institute shall annually evaluate the activities
583 and results of the funding, taking into consideration that seed
584 investment horizons span from 3 to 7 years.
585 Section 7. Section 288.9627, Florida Statutes, is amended
586 to read:
587 288.9627 Exemptions from public records and public meetings
588 requirements for the Institute for the Commercialization of
589 Florida Technology Public Research.—
590 (1) DEFINITIONS.—As used in this section, the term:
591 (a) “Institute for the Commercialization of Florida
592 Technology Public Research” or “institute” means the institute
593 established by s. 288.9625.
594 (b)1. “Proprietary confidential business information” means
595 information that has been designated by the proprietor when
596 provided to the institute as information that is owned or
597 controlled by a proprietor; that is intended to be and is
598 treated by the proprietor as private, the disclosure of which
599 would harm the business operations of the proprietor and has not
600 been intentionally disclosed by the proprietor unless pursuant
601 to a private agreement that provides that the information will
602 not be released to the public except as required by law or legal
603 process, or pursuant to law or an order of a court or
604 administrative body; and that concerns:
605 a. Trade secrets as defined in s. 688.002.
606 b. Financial statements and internal or external auditor
607 reports of a proprietor corporation, partnership, or person
608 requesting confidentiality under this statute, unless publicly
609 released by the proprietor.
610 c. Meeting materials related to financial, operating,
611 investment, or marketing information of the proprietor
612 corporation, partnership, or person.
613 d. Information concerning private investors in the
614 proprietor corporation, partnership, or person.
615 2. “Proprietary confidential business information” does not
616 include:
617 a. The identity and primary address of the proprietor’s
618 principals.
619 b. The dollar amount and date of the financial commitment
620 or contribution made by the institute.
621 c. The dollar amount, on a fiscal-year-end basis, of cash
622 repayments or other fungible distributions received by the
623 institute from each proprietor.
624 d. The dollar amount, if any, of the total management fees
625 and costs paid on an annual fiscal-year-end basis by the
626 institute.
627 (c) “Proprietor” means a corporation, partnership, or
628 person that has applied for or received assistance, financial or
629 otherwise, from the institute and that controls or owns the
630 proprietary confidential business information.
631 (2) PUBLIC RECORDS EXEMPTION.—
632 (a) The following records held by the institute are
633 confidential and exempt from s. 119.07(1) and s. 24(a), Art. I
634 of the State Constitution:
635 1. Materials that relate to methods of manufacture or
636 production, potential trade secrets, or patentable material
637 received, generated, ascertained, or discovered during the
638 course of research or through research projects conducted by
639 universities and other publicly supported organizations in this
640 state and that are provided to the institute by a proprietor.
641 2. Information that would identify an investor or potential
642 investor who desires to remain anonymous in projects reviewed by
643 the institute for assistance.
644 3. Any information received from a person from another
645 state or nation or the Federal Government which is otherwise
646 confidential or exempt pursuant to the laws of that state or
647 nation or pursuant to federal law.
648 4. Proprietary confidential business information for 7
649 years after the termination of the institute’s financial
650 commitment to the company.
651 (b) At the time any record made confidential and exempt by
652 this subsection, or portion thereof, is legally available or
653 subject to public disclosure for any other reason, that record,
654 or portion thereof, shall no longer be confidential and exempt
655 and shall be made available for inspection and copying.
656 (3) PUBLIC MEETINGS EXEMPTION.—
657 (a) That portion of a meeting of the institute’s board of
658 directors at which information is discussed which is
659 confidential and exempt under subsection (2) is exempt from s.
660 286.011 and s. 24(b), Art. I of the State Constitution.
661 (b) Any exempt portion of a meeting shall be recorded and
662 transcribed. The board of directors shall record the times of
663 commencement and termination of the meeting, all discussion and
664 proceedings, the names of all persons present at any time, and
665 the names of all persons speaking. An exempt portion of any
666 meeting may not be off the record.
667 (c) A transcript and minutes of exempt portions of meetings
668 are confidential and exempt from s. 119.07(1) and s. 24(a), Art.
669 I of the State Constitution.
670 (4) REQUEST TO INSPECT OR COPY A RECORD.—
671 (a) Records made confidential and exempt by this section
672 may be released, upon written request, to a governmental entity
673 in the performance of its official duties and responsibilities.
674 (b) Notwithstanding the provisions of paragraph (2)(a), a
675 request to inspect or copy a public record that contains
676 proprietary confidential business information shall be granted
677 if the proprietor of the information fails, within a reasonable
678 period of time after the request is received by the institute,
679 to verify the following to the institute through a written
680 declaration in the manner provided by s. 92.525:
681 1. That the requested record contains proprietary
682 confidential business information and the specific location of
683 such information within the record;
684 2. If the proprietary confidential business information is
685 a trade secret, a verification that it is a trade secret as
686 defined in s. 688.002;
687 3. That the proprietary confidential business information
688 is intended to be and is treated by the proprietor as private,
689 is the subject of efforts of the proprietor to maintain its
690 privacy, and is not readily ascertainable or publicly available
691 from any other source; and
692 4. That the disclosure of the proprietary confidential
693 business information to the public would harm the business
694 operations of the proprietor.
695 (c)1. Any person may petition a court of competent
696 jurisdiction for an order for the public release of those
697 portions of any record made confidential and exempt by
698 subsection (2).
699 2. Any action under this subsection must be brought in Palm
700 Beach County or Alachua County, and the petition or other
701 initial pleading shall be served on the institute and, if
702 determinable upon diligent inquiry, on the proprietor of the
703 information sought to be released.
704 3. In any order for the public release of a record under
705 this subsection, the court shall make a finding that:
706 a. The record or portion thereof is not a trade secret as
707 defined in s. 688.002;
708 b. A compelling public interest is served by the release of
709 the record or portions thereof which exceed the public necessity
710 for maintaining the confidentiality of such record; and
711 c. The release of the record will not cause damage to or
712 adversely affect the interests of the proprietor of the released
713 information, other private persons or business entities, or the
714 institute.
715 (5) PENALTIES.—Any person who willfully and knowingly
716 violates this section commits a misdemeanor of the first degree,
717 punishable as provided in s. 775.082 or s. 775.083.
718 Section 8. This act shall take effect July 1, 2018.
