Bill Text: FL S1314 | 2018 | Regular Session | Comm Sub
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 CS for SB 1314
By the Committees on Appropriations; and Commerce and Tourism;
and Senator Brandes
576-04130-18 20181314c2
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; specifying that the institute is not
17 subject to control, supervision, or direction by the
18 department; deleting provisions regarding the
19 institute’s responsibilities; requiring that the
20 investment-related affairs of the institute be managed
21 by the private fund manager and overseen by the board
22 of directors; restructuring the board of directors and
23 the selection process for the board of directors;
24 specifying term limits of the board members under
25 certain circumstances; requiring the board of
26 directors to amend the bylaws of the institute under
27 certain circumstances; providing that a director is
28 subject to restrictions on certain conflicts of
29 interest; prohibiting a director from having a
30 financial interest in certain investments; authorizing
31 a director to be reimbursed for certain expenses;
32 granting the institute certain powers; requiring the
33 institute to indemnify certain persons; delegating
34 certain duties to the board of directors; revising to
35 whom the board must provide a copy of the annual
36 report and who may require and receive supplemental
37 data relative to the institute’s operation; specifying
38 that certain requirements be met before the private
39 fund manager is authorized to make an investment in a
40 company, on behalf of the institute; deleting
41 provisions relating to certain duties of the
42 institute; deleting provisions relating to certain
43 fees charged by the institute and the prohibition on
44 using capital in support of certain entities;
45 specifying that the annual report is considered a
46 public record subject to certain exemptions; revising
47 the requirements of the institute’s annual report;
48 listing requirements and prohibitions for the private
49 fund manager; stating the purpose of the institute’s
50 use of the private fund manager; requiring the private
51 fund manager to assume the management of certain
52 assets; authorizing the private fund manager to act on
53 behalf of the institute for certain purposes;
54 requiring that the private fund manager be paid
55 certain fees; authorizing the private fund manager to
56 undertake certain activities on behalf of the
57 institute; requiring the private fund manager to issue
58 an annual report to the board of directors by a
59 specific date; specifying that the annual report is
60 considered a public record subject to certain
61 exemptions; requiring that the report contain certain
62 information; amending s. 288.96255, F.S.; requiring
63 that certain proceeds be returned to the Florida
64 Technology Seed Capital Fund after the payment of
65 certain costs and fees; requiring the institute to
66 employ a private fund manager; requiring the private
67 fund manager to perform specific duties; requiring
68 that the private fund manager receive certain fees and
69 costs at a specified time; requiring the private fund
70 manager to use a certain process to evaluate a
71 proposal; requiring the private fund manager to
72 consider certain factors when approving a company for
73 investment; deleting specific requirements for the
74 investment of funds; authorizing the private fund
75 manager, in addition to the institute, to perform
76 certain tasks; amending s. 288.9627, F.S.; conforming
77 provisions to changes made by this act; providing an
78 effective date.
79
80 Be It Enacted by the Legislature of the State of Florida:
81
82 Section 1. Paragraph (e) of subsection (4) and paragraph
83 (b) of subsection (9) of section 20.60, Florida Statutes, are
84 amended to read:
85 20.60 Department of Economic Opportunity; creation; powers
86 and duties.—
87 (4) The purpose of the department is to assist the Governor
88 in working with the Legislature, state agencies, business
89 leaders, and economic development professionals to formulate and
90 implement coherent and consistent policies and strategies
91 designed to promote economic opportunities for all Floridians.
92 To accomplish such purposes, the department shall:
93 (e) Manage the activities of public-private partnerships
94 and state agencies in order to avoid duplication and promote
95 coordinated and consistent implementation of programs in areas
96 including, but not limited to, tourism; international trade and
97 investment; business recruitment, creation, retention, and
98 expansion; minority and small business development; rural
99 community development; commercialization of products, services,
100 or ideas developed in public universities or other public
101 institutions; and the development and promotion of professional
102 and amateur sporting events.
103 (9) The executive director shall:
104 (b) Serve as the manager for the state with respect to
105 contracts with Enterprise Florida, Inc., the Institute for the
106 Commercialization of Public Research, and all applicable direct
107 support organizations. To accomplish the provisions of this
108 section and applicable provisions of chapter 288, and
109 notwithstanding the provisions of part I of chapter 287, the
110 director shall enter into specific contracts with Enterprise
111 Florida, Inc., the Institute for the Commercialization of Public
112 Research, and other appropriate direct-support organizations.
113 Such contracts may be for multiyear terms and must shall include
114 specific performance measures for each year. For purposes of
115 this section, the Florida Tourism Industry Marketing Corporation
116 and the Institute for Commercialization of Florida Technology
117 are not is not an appropriate direct-support organizations
118 organization.
119 Section 2. Section 288.9621, Florida Statutes, is amended
120 to read:
121 288.9621 Short title.—Sections 288.9621-288.96255 Sections
122 288.9621-288.9625 may be cited as the “Florida Capital Formation
123 Act.”
124 Section 3. Section 288.9622, Florida Statutes, is amended
125 to read:
126 288.9622 Findings and intent.—
127 (1) The Legislature finds and declares that there is a need
128 to increase the availability of seed capital and early stage
129 investment venture equity capital for emerging companies in the
130 state, including, without limitation, businesses enterprises in
131 life sciences, information technology, advanced manufacturing
132 processes, aviation and aerospace, and homeland security and
133 defense, as well as other industries of strategic importance to
134 this state strategic technologies.
135 (2) It is the intent of the Legislature that ss. 288.9621
136 288.96255 ss. 288.9621-288.9625 serve to mobilize private
137 investment in a broad variety of venture capital partnerships in
138 diversified industries and geographies; retain private sector
139 investment criteria focused on rate of return; allow the
140 Institute for Commercialization of Florida Technology to use the
141 services of highly qualified private fund managers experienced
142 in the seed and early stage development industry in this state;
143 outline the use, qualifications, and activities of the private
144 management by a private fund manager of the assets of the Seed
145 Capital Accelerator Program and the Florida Technology Seed
146 Capital Fund investment portfolio of the Institute for
147 Commercialization of Florida Technology venture capital industry
148 regardless of location; facilitate the organization of the
149 Florida Opportunity Fund as an investor in seed and early stage
150 businesses, infrastructure projects, venture capital funds, and
151 angel funds; and precipitate capital investment and extensions
152 of credit to and in the Florida Opportunity Fund.
153 (3) It is the intent of the Legislature to mobilize
154 investment venture equity capital for investment in such a
155 manner as to result in a significant potential to create new
156 businesses and jobs in this state which that are based on high
157 growth potential technologies, products, or services and which
158 that will further diversify the economy of this state.
159 (4) It is the intent of the Legislature to reduce the
160 ongoing operational cost and burden of managing the Florida
161 Technology Seed Capital Fund and the Seed Capital Accelerator
162 Program to this state by engaging a private asset management
163 entity in this state which is familiar with the seed and early
164 stage investment industry in this state. This entity would be
165 responsible for the management of the assets of the Seed Capital
166 Accelerator Program and the Florida Technology Seed Capital Fund
167 investment portfolio without requiring ongoing budget
168 expenditures by this state that an institute be created to
169 mentor, market, and attract capital to such commercialization
170 ventures throughout the state.
171 Section 4. Section 288.9623, Florida Statutes, is amended
172 to read:
173 288.9623 Definitions.—As used in ss. 288.9621-288.96255,
174 the term ss. 288.9621-288.9625:
175 (1) “Accelerator program” means the Seed Capital
176 Accelerator Program managed by the institute.
177 (2)(1) “Board” means the board of directors of the Florida
178 Opportunity Fund.
179 (3)(2) “Fund” means the Florida Opportunity Fund.
180 (4) “Institute” means the Institute for Commercialization
181 of Florida Technology.
182 (5) “Investment portfolio” means individual or collective
183 investment assets held under the technology fund.
184 (6) “Net profits” means the total gross proceeds received
185 from the sale or liquidation of an asset of the investment
186 portfolio less any costs, legal fees, professional fees,
187 consulting fees, government fees, brokerage fees, taxes,
188 management fees pursuant to s. 288.9625(12)(b), disbursement to
189 private investors pursuant to s. 288.96255(6), or other fees,
190 costs, and expenses incurred in the sale or liquidation of any
191 of the investment portfolio assets.
192 (7) “Portfolio companies” means the companies who are part
193 of the Florida Technology Seed Capital Fund investment
194 portfolio.
195 (8) “Private fund manager” means the private entity, or its
196 designee, selected to manage the investment portfolio on behalf
197 of the institute.
198 (9) “Technology fund” means the Florida Technology Seed
199 Capital Fund managed by the institute.
200 Section 5. Section 288.9625, Florida Statutes, is amended
201 to read:
202 288.9625 Institute for the Commercialization of Florida
203 Technology Public Research.—There is established at a public
204 university or research center in this state the Institute for
205 the Commercialization of Public Research.
206 (1) The institute is shall be a nonprofit not-for-profit
207 corporation registered, incorporated, and operated in accordance
208 with chapter 617. The institute is not subject to control,
209 supervision, or direction by the department in any manner,
210 including, but not limited to, personnel, purchasing,
211 transactions involving real or personal property, and budgetary
212 matters.
213 (2) The purpose of the institute is to assist in the
214 commercialization of products developed by the research and
215 development activities of an innovation business, including, but
216 not limited to, those as defined in s. 288.1089; a publicly
217 supported college, university, or research institute; or any
218 other publicly supported organization in this state. The
219 institute shall fulfill its purpose in the best interests of the
220 state. The institute:
221 (a) Is a corporation primarily acting as an instrumentality
222 of the state pursuant to s. 768.28(2), for the purposes of
223 sovereign immunity;
224 (b) Is not an agency within the meaning of s. 20.03(11);
225 (c) Is subject to the open records and meetings
226 requirements of s. 24, Art. I of the State Constitution, chapter
227 119, and s. 286.011;
228 (d) Is not subject to the provisions of chapter 287;
229 (e) Is Shall be governed by the code of ethics for public
230 officers and employees as set forth in part III of chapter 112;
231 and
232 (f) May create corporate subsidiaries.;
233 (g) Shall support existing commercialization efforts at
234 state universities; and
235 (h) May not supplant, replace, or direct existing
236 technology transfer operations or other commercialization
237 programs, including incubators and accelerators.
238 (3) The articles of incorporation of the institute must be
239 approved in a written agreement with the department. The
240 agreement and the articles of incorporation shall:
241 (a) Provide that the institute shall provide equal
242 employment opportunities for all persons regardless of race,
243 color, religion, gender, national origin, age, handicap, or
244 marital status;
245 (b) Provide that the institute is subject to the public
246 records and meeting requirements of s. 24, Art. I of the State
247 Constitution;
248 (c) Provide that all officers, directors, and employees of
249 the institute are shall be governed by the code of ethics for
250 public officers and employees as set forth in part III of
251 chapter 112;
252 (d) Provide that members of the board of directors of the
253 institute are responsible for the prudent use of all public and
254 private funds and that they will ensure that the use of funds is
255 in accordance with all applicable laws, bylaws, and contractual
256 requirements; and
257 (e) Provide that the fiscal year of the institute is from
258 July 1 to June 30.
259 (4) The investment-related affairs of the institute shall
260 be managed by the private fund manager, and overseen by a board
261 of directors who shall serve without compensation. Each director
262 shall have only one vote. The chair of the board of directors
263 shall be selected by a majority vote of the directors, a quorum
264 being present. The board of directors shall consist of the
265 following five members:
266 (a) The executive director of the department, or the
267 director’s designee.
268 (b) The president of the university where the institute is
269 located or the president’s designee unless multiple universities
270 jointly sponsor the institute, in which case the presidents of
271 the sponsoring universities shall agree upon a designee.
272 (a)(c) The board of directors shall consist of three
273 directors appointed pursuant to the procedures and requirements
274 of this section by the Governor to 3-year staggered terms, to
275 which the directors may be reappointed.
276 (b) For any director appointed before July 1, 2018, the
277 term of service for that director may continue through the end
278 of his or her current term. The vacancy created by the
279 expiration of such term must be filled pursuant to the
280 procedures and requirements of this section.
281 (c) The bylaws of the institute shall be amended
282 accordingly by the board of directors to reflect the
283 requirements of this section.
284 (d) Upon vacancy, or within 90 days before an anticipated
285 vacancy by the expiration of a term of a director, the private
286 fund manager shall submit a list of three eligible nominees,
287 which may include the incumbent director, to replace the
288 outgoing director. The board of directors, voting along with the
289 private fund manager, may appoint a director from the nominee
290 list or may request and appoint a director from a new list of
291 three nominees that were not included on the previous list.
292 (e) The persons appointed as replacement directors must
293 include persons who have expertise in the area of the selection
294 and supervision of early stage investment managers or in the
295 fiduciary management of investment funds and other areas of
296 expertise as considered appropriate.
297 (f) Directors are subject to any restrictions on conflicts
298 of interest specified in the organizational documents and may
299 not have a financial interest in any venture capital investment
300 in any portfolio company.
301 (g) Directors may be reimbursed for all reasonable,
302 necessary, and actual expenses as determined and approved by the
303 private fund manager pursuant to s. 112.061.
304 (h) The institute shall have all powers granted under its
305 organizational documents and shall indemnify its directors and
306 the private fund manager to the broadest extent permissible
307 under the laws of this state.
308 (5) The board of directors shall oversee the private fund
309 manager to ensure consistency with the Florida Capital Formation
310 Act, perform those duties as may be delegated to it in the
311 bylaws of the institute, and provide a copy of the institute’s
312 annual report to the Governor, the President of the Senate, and
313 the Speaker of the House of Representatives, and the president
314 of the university at which the institute is located.
315 (6) The department, the president and the board of trustees
316 of the university where the institute is located, the Auditor
317 General, and the Office of Program Policy Analysis and
318 Government Accountability may require and receive from the
319 institute or its independent auditor any detail or supplemental
320 data relative to the operation of the institute.
321 (7) To the extent funds for investment are available in the
322 technology fund, the private fund manager, on behalf of the
323 institute, may make an investment in a company or organization
324 if all of the following requirements are met:
325 (a) Before providing assistance, the institute accepted To
326 be eligible for assistance, the company or organization
327 attempting to commercialize its product based on the guidelines
328 under s. 288.96255(4) must be accepted by the institute before
329 receiving the institute’s assistance.
330 (b) The company or organization is based in this state
331 institute shall receive recommendations from any publicly
332 supported organization that a company that is commercializing
333 the research, technology, or patents from a qualifying publicly
334 supported organization should be accepted into the institute.
335 (c) The institute shall thereafter review the business
336 plans and technology information of each such recommended
337 company. If accepted, the institute shall mentor the company,
338 develop marketing information on the company, and use its
339 resources to attract capital investment into the company, as
340 well as bring other resources to the company which may foster
341 its effective management, growth, capitalization, technology
342 protection, or marketing or business success.
343 (8) The institute shall:
344 (a) Maintain a centralized location to showcase companies
345 and their technologies and products;
346 (b) Develop an efficient process to inventory and publicize
347 companies and products that have been accepted by the institute
348 for commercialization;
349 (c) Routinely communicate with private investors and
350 venture capital organizations regarding the investment
351 opportunities in its showcased companies;
352 (d) Facilitate meetings between prospective investors and
353 eligible organizations in the institute;
354 (e) Hire full-time staff who understand relevant
355 technologies needed to market companies to the angel investors
356 and venture capital investment community; and
357 (f) Develop cooperative relationships with publicly
358 supported organizations all of which work together to provide
359 resources or special knowledge that is likely to be helpful to
360 institute companies.
361 (8)(9) Except as provided under s. 288.96255, the institute
362 may not develop or accrue any ownership, royalty, patent, or
363 other such rights over or interest in companies or products in
364 the institute except in connection with financing provided
365 directly to client companies and shall maintain the
366 confidentiality of proprietary information.
367 (10) The institute may not charge for services provided to
368 state universities and affiliated organizations, community
369 colleges, or state agencies; however, the institute may deliver
370 and charge for services to private companies and affiliated
371 organizations if providing a service does not interfere with the
372 core mission of the institute. The institute may not use its
373 capital in support of private companies or affiliated
374 organizations whose products were not developed by research and
375 development activities of a publicly supported college,
376 university, or research institute, or any other organization.
377 (9)(11) By December 1 of each year, the institute shall
378 issue an annual report concerning its activities to the
379 Governor, the President of the Senate, and the Speaker of the
380 House of Representatives. The annual report shall be considered
381 a public record, as provided in paragraph (3)(b), subject to any
382 appropriate exemptions under s. 288.9627. The annual report must
383 shall include the following:
384 (a) Information on any assistance provided by the institute
385 to an innovation business, as defined in s. 288.1089; a publicly
386 supported college, university, or research institute; or any
387 other publicly supported organization in the state.
388 (b) A description of the benefits to this state resulting
389 from the institute, including the number of businesses created,
390 associated industries started, the number of jobs created, and
391 the growth of related projects.
392 (c) Independently audited financial statements, including
393 statements that show receipts and expenditures during the
394 preceding fiscal year for personnel, management fees,
395 administration, and operational costs of the institute.
396 (10) The private fund manager:
397 (a) Must be a for-profit limited liability company or a
398 for-profit corporation formed, governed, and operated in
399 accordance with chapter 605 or chapter 607, respectively.
400 (b) Shall conduct activities on behalf of the institute
401 which are consistent with the purposes set forth in this
402 section.
403 (c) Must have expertise and experience in the management
404 and operation of early stage companies in this state.
405 (d) Must have experience with investment in early stage
406 ventures in this state and have a working knowledge and
407 understanding of the investment portfolio and the relevant
408 industries of the portfolio companies in this state.
409 (e) Shall employ personnel and professionals who have
410 knowledge of the investment portfolio and portfolio companies of
411 the institute, as well as financial, technical, and business
412 expertise to manage the technology fund activity.
413 (f) May not be a public corporation or instrumentality of
414 the state.
415 (g) Is not a corporation primarily acting as an
416 instrumentality of the state pursuant to s. 768.28(2), for the
417 purposes of sovereign immunity.
418 (h) Is not an agency within the meaning of s. 20.03(11).
419 (i) Is not subject to chapter 287.
420 (j) May not be governed by the code of ethics for public
421 officers and employees as set forth in part III of chapter 112.
422 (11) The purpose of the institute’s use of a private fund
423 manager is to alleviate the state’s burden of the continued and
424 future operational and management costs related to the
425 technology fund and accelerator program, while allowing the
426 institute, through the activities of the private fund manager,
427 to continue to foster greater private-sector investment funding,
428 to encourage seed-stage investments in startup and early stage
429 companies, and to advise companies about how to restructure
430 existing management, operations, product development, or service
431 development to attract advantageous business opportunities.
432 (12) The private fund manager shall assume the management
433 of the assets of the accelerator program and the technology fund
434 investment portfolios associated with the institute.
435 (a) The private fund manager has the authority on behalf of
436 the institute to:
437 1. Negotiate investment, sale, and liquidation terms with
438 portfolio and nonportfolio companies;
439 2. Develop and execute contracts, or amendments thereto,
440 with portfolio and nonportfolio companies;
441 3. Seek new qualified companies for the investment of funds
442 from the technology fund;
443 4. Receive, on behalf of the institute, investment capital
444 from the sale or liquidation of any portion of the investment
445 portfolio, loan proceeds, or other investment returns, and remit
446 such capital, proceeds, and returns to the technology fund
447 pursuant to s. 288.96255, except as otherwise provided in this
448 section and s. 288.96255; and
449 5. Perform additional duties set forth in s. 288.96255.
450 (b) The private fund manager shall be paid reasonable fees
451 consistent with industry fund management practices and
452 consisting of:
453 1. An operational management fee, including the
454 reimbursement of expenses, paid from the proceeds of the
455 repayment of loans from the accelerator program or other
456 capital, proceeds, and returns available in the technology fund;
457 2. A portfolio fee paid from the proceeds of each sale or
458 liquidation of assets or portions of the assets of the
459 investment portfolio; and
460 3. A closing fee paid from the investment amount paid by
461 the technology fund to a company at the closing of each
462 investment.
463 (13) The private fund manager may undertake the following
464 activities on behalf of the institute:
465 (a) Mentor, assist with the development of marketing
466 information, and assist with attracting capital investment, as
467 well as bring other resources to the company which may foster
468 its effective management, growth, capitalization, technology
469 protection, or marketing or business success;
470 (b) Communicate with private investors and venture capital
471 organizations regarding investment opportunities in the
472 portfolio companies of the technology fund and accelerator
473 program;
474 (c) Facilitate meetings between prospective investors and
475 the companies; and
476 (d) Develop cooperative relationships with publicly
477 supported organizations that work together to provide resources
478 or special knowledge likely to be helpful to portfolio
479 companies.
480 (14) By November 1 of each year, the private fund manager
481 shall issue an annual report to the board of directors of the
482 institute concerning the activities the private fund manager
483 conducted which relate to existing accelerator program and
484 technology fund investments in order for the board to be in
485 compliance with its report obligations under subsection (9). The
486 annual report provided by the private fund manager shall be
487 considered a public record, as provided in paragraph (3)(b),
488 subject to any appropriate exemptions under s. 288.9627. The
489 annual report, at a minimum, must include:
490 (a) A description of the benefits to this state resulting
491 from the assets of the accelerator program and technology fund,
492 including the number of jobs created, the amount of capital the
493 companies raised, and other benefits relating to increased
494 research expenditures and company growth.
495 (b) Independently audited financial statements related to
496 the receipt and calculation of the net profits of the investment
497 portfolio.
498 Section 6. Subsection (1) and subsections (3) through (7)
499 of section 288.96255, Florida Statutes, are amended to read:
500 288.96255 Florida Technology Seed Capital Fund; creation;
501 duties.—
502 (1) The Institute for the Commercialization of Florida
503 Technology Public Research shall create the Florida Technology
504 Seed Capital Fund as a corporate subsidiary. The purpose of the
505 technology fund is to foster greater private-sector investment
506 funding, to encourage seed-stage investments in start-up
507 companies, and to advise companies about how to restructure
508 existing management, operation, or production to attract
509 advantageous business opportunities. The net profits of the
510 proceeds of each sale or liquidation of assets or portions of
511 the assets of the investment portfolio must a sale of the equity
512 held by the fund shall be returned to the technology fund for
513 reinvestment after payment of the applicable costs, professional
514 fees, expenses, fees pursuant to s. 288.9625(12)(b), and
515 disbursement to private investors pursuant to paragraph (6)(e).
516 (3) The institute shall employ a private fund manager
517 pursuant to s. 288.9625 professionals who have both technical
518 and business expertise to manage the investment portfolio and
519 technology fund activity. The private fund manager institute
520 shall establish an investor advisory board comprised of venture
521 capital professionals and early-stage investors from this and
522 other states who shall advise the institute and guide the fund
523 management of the technology fund and make funding
524 recommendations, provided that capital for investment is
525 available in the technology fund. The private fund manager shall
526 receive reasonable fees consistent with industry practices for
527 performing due diligence and an investment closing fee paid out
528 of the technology fund at the closing of each investment in
529 addition to reasonable attorney fees, other fees prescribed in
530 s. 288.9625(12)(b), and other costs in connection with making an
531 investment. Administrative costs paid out of the fund shall be
532 determined by the investor advisory board.
533 (4) The private fund manager institute shall use a thorough
534 and detailed process that is modeled after investment industry
535 practices the best practices of the investment industry to
536 evaluate a proposal. In order to approve a company for
537 investment, the private fund manager, on behalf of the
538 institute, must consider if:
539 (a) The company has a strong intellectual property
540 position, a capable management team, readily identifiable paths
541 to market or commercialization, significant job-growth
542 potential, the ability to provide other sources of capital to
543 leverage the state’s investment, and the potential to attract
544 additional funding;
545 (b) The private fund manager has had an opportunity to
546 complete due diligence to its satisfaction company has been
547 identified by a publicly funded research institution;
548 (c) The start-up company is a target industry business as
549 defined in s. 288.106(2); and
550 (d) The company has been identified by An approved private
551 sector lead investor who has demonstrated due diligence typical
552 of start-up investments in evaluating the potential of the
553 company has identified the company.; and
554 (e) The advisory board and fund manager have reviewed the
555 company’s proposal and recommended it.
556 (5) (a) Seed Funds from the technology fund may be invested
557 if the institute approves a company and the initial seed-stage
558 investment. The initial seed-stage investment must be at least
559 $50,000, but no more than $300,000. The initial seed-stage
560 investment requires a one-to-one, private-sector match of
561 investment.
562 (b) Additional seed funds may be invested in a company if
563 approved by the institute. The cumulative total of investment in
564 a single company may not exceed $500,000. Any additional
565 investment amount requires a two-to-one, private-sector match of
566 investment.
567 (6) The institute or private fund manager may:
568 (a) Provide a company with value-added support services in
569 the areas of business plan development and strategy, the
570 preparation of investor presentations, and other critical areas
571 identified by the private fund manager institute to increase its
572 chances for long-term viability and success;
573 (b) Encourage appropriate investment funds to become
574 preapproved to match investment funds;
575 (c) Market the attractiveness of the state as an early
576 stage investment location; and
577 (d) Collaborate with state economic-development
578 organizations, national associations of seed and angel funds,
579 and other innovation-based associations to create an enhanced
580 state entrepreneurial ecosystem; and.
581 (e) Transfer any portion of the assets of the investment
582 portfolio, on behalf of the institute, into a private fund or
583 special purpose vehicle, receive additional private investment
584 in the private fund or special purpose vehicle, manage the
585 private fund or special purpose vehicle, and distribute to the
586 technology fund and the private investors the respective pro
587 rata portion of any net profits from the sale or liquidation of
588 the assets of such private fund or special purpose vehicle.
589 (7) The institute shall annually evaluate the activities
590 and results of the funding, taking into consideration that seed
591 investment horizons span from 3 to 7 years.
592 Section 7. Section 288.9627, Florida Statutes, is amended
593 to read:
594 288.9627 Exemptions from public records and public meetings
595 requirements for the Institute for the Commercialization of
596 Florida Technology Public Research.—
597 (1) DEFINITIONS.—As used in this section, the term:
598 (a) “Institute for the Commercialization of Florida
599 Technology Public Research” or “institute” means the institute
600 established by s. 288.9625.
601 (b)1. “Proprietary confidential business information” means
602 information that has been designated by the proprietor when
603 provided to the institute as information that is owned or
604 controlled by a proprietor; that is intended to be and is
605 treated by the proprietor as private, the disclosure of which
606 would harm the business operations of the proprietor and has not
607 been intentionally disclosed by the proprietor unless pursuant
608 to a private agreement that provides that the information will
609 not be released to the public except as required by law or legal
610 process, or pursuant to law or an order of a court or
611 administrative body; and that concerns:
612 a. Trade secrets as defined in s. 688.002.
613 b. Financial statements and internal or external auditor
614 reports of a proprietor corporation, partnership, or person
615 requesting confidentiality under this statute, unless publicly
616 released by the proprietor.
617 c. Meeting materials related to financial, operating,
618 investment, or marketing information of the proprietor
619 corporation, partnership, or person.
620 d. Information concerning private investors in the
621 proprietor corporation, partnership, or person.
622 2. “Proprietary confidential business information” does not
623 include:
624 a. The identity and primary address of the proprietor’s
625 principals.
626 b. The dollar amount and date of the financial commitment
627 or contribution made by the institute.
628 c. The dollar amount, on a fiscal-year-end basis, of cash
629 repayments or other fungible distributions received by the
630 institute from each proprietor.
631 d. The dollar amount, if any, of the total management fees
632 and costs paid on an annual fiscal-year-end basis by the
633 institute.
634 (c) “Proprietor” means a corporation, partnership, or
635 person that has applied for or received assistance, financial or
636 otherwise, from the institute and that controls or owns the
637 proprietary confidential business information.
638 (2) PUBLIC RECORDS EXEMPTION.—
639 (a) The following records held by the institute are
640 confidential and exempt from s. 119.07(1) and s. 24(a), Art. I
641 of the State Constitution:
642 1. Materials that relate to methods of manufacture or
643 production, potential trade secrets, or patentable material
644 received, generated, ascertained, or discovered during the
645 course of research or through research projects conducted by
646 universities and other publicly supported organizations in this
647 state and that are provided to the institute by a proprietor.
648 2. Information that would identify an investor or potential
649 investor who desires to remain anonymous in projects reviewed by
650 the institute for assistance.
651 3. Any information received from a person from another
652 state or nation or the Federal Government which is otherwise
653 confidential or exempt pursuant to the laws of that state or
654 nation or pursuant to federal law.
655 4. Proprietary confidential business information for 7
656 years after the termination of the institute’s financial
657 commitment to the company.
658 (b) At the time any record made confidential and exempt by
659 this subsection, or portion thereof, is legally available or
660 subject to public disclosure for any other reason, that record,
661 or portion thereof, shall no longer be confidential and exempt
662 and shall be made available for inspection and copying.
663 (3) PUBLIC MEETINGS EXEMPTION.—
664 (a) That portion of a meeting of the institute’s board of
665 directors at which information is discussed which is
666 confidential and exempt under subsection (2) is exempt from s.
667 286.011 and s. 24(b), Art. I of the State Constitution.
668 (b) Any exempt portion of a meeting shall be recorded and
669 transcribed. The board of directors shall record the times of
670 commencement and termination of the meeting, all discussion and
671 proceedings, the names of all persons present at any time, and
672 the names of all persons speaking. An exempt portion of any
673 meeting may not be off the record.
674 (c) A transcript and minutes of exempt portions of meetings
675 are confidential and exempt from s. 119.07(1) and s. 24(a), Art.
676 I of the State Constitution.
677 (4) REQUEST TO INSPECT OR COPY A RECORD.—
678 (a) Records made confidential and exempt by this section
679 may be released, upon written request, to a governmental entity
680 in the performance of its official duties and responsibilities.
681 (b) Notwithstanding the provisions of paragraph (2)(a), a
682 request to inspect or copy a public record that contains
683 proprietary confidential business information shall be granted
684 if the proprietor of the information fails, within a reasonable
685 period of time after the request is received by the institute,
686 to verify the following to the institute through a written
687 declaration in the manner provided by s. 92.525:
688 1. That the requested record contains proprietary
689 confidential business information and the specific location of
690 such information within the record;
691 2. If the proprietary confidential business information is
692 a trade secret, a verification that it is a trade secret as
693 defined in s. 688.002;
694 3. That the proprietary confidential business information
695 is intended to be and is treated by the proprietor as private,
696 is the subject of efforts of the proprietor to maintain its
697 privacy, and is not readily ascertainable or publicly available
698 from any other source; and
699 4. That the disclosure of the proprietary confidential
700 business information to the public would harm the business
701 operations of the proprietor.
702 (c)1. Any person may petition a court of competent
703 jurisdiction for an order for the public release of those
704 portions of any record made confidential and exempt by
705 subsection (2).
706 2. Any action under this subsection must be brought in Palm
707 Beach County or Alachua County, and the petition or other
708 initial pleading shall be served on the institute and, if
709 determinable upon diligent inquiry, on the proprietor of the
710 information sought to be released.
711 3. In any order for the public release of a record under
712 this subsection, the court shall make a finding that:
713 a. The record or portion thereof is not a trade secret as
714 defined in s. 688.002;
715 b. A compelling public interest is served by the release of
716 the record or portions thereof which exceed the public necessity
717 for maintaining the confidentiality of such record; and
718 c. The release of the record will not cause damage to or
719 adversely affect the interests of the proprietor of the released
720 information, other private persons or business entities, or the
721 institute.
722 (5) PENALTIES.—Any person who willfully and knowingly
723 violates this section commits a misdemeanor of the first degree,
724 punishable as provided in s. 775.082 or s. 775.083.
725 Section 8. This act shall take effect July 1, 2018.
