Florida Senate - 2007                        SENATOR AMENDMENT
    Bill No. CS for CS for SB 2422
                        Barcode 110100
                            CHAMBER ACTION
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       04/30/2007 02:04 PM         .                    
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11  Senator Ring moved the following amendment:
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13         Senate Amendment (with title amendment) 
14         Delete everything after the enacting clause
15  
16  and insert:  
17         Section 1.  Section 288.9626, Florida Statutes, is
18  created to read:
19         288.9626  Exemptions from public-records and
20  public-meetings requirements; Florida Opportunity Fund and the
21  Institute for the Commercialization of Public Research.
22         (1)  DEFINITIONS.--As used in this section, the term:
23         (a)  "Alternative investment" means an investment by
24  the Florida Opportunity Fund in a private equity fund, venture
25  capital fund, or angel fund or a direct investment in a
26  portfolio company or investment through a distribution of
27  securities to its partners or shareholders by an alternative
28  investment vehicle.
29         (b)  "Alternative investment vehicle" means the limited
30  partnership, limited liability company, or similar legal
31  structure through which the Florida Opportunity Fund may elect
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Florida Senate - 2007 SENATOR AMENDMENT Bill No. CS for CS for SB 2422 Barcode 110100 1 to invest in a portfolio company. 2 (c) "Florida Opportunity Fund" or "fund" means the 3 Florida Opportunity Fund as defined in s. 288.9623. 4 (d) "Institute for the Commercialization of Public 5 Research" or "institute" means the institute established by s. 6 288.9625. 7 (e) "Portfolio company" means a corporation or other 8 issuer, any of whose securities are owned by an alternative 9 investment vehicle or the Florida Opportunity Fund and any 10 subsidiary of such corporation or other issuer. 11 (f) "Portfolio positions" means individual investments 12 in portfolio companies that are made by the Florida 13 Opportunity Fund, including information or specific investment 14 terms associated with any portfolio company investment. 15 (g)1. "Proprietary confidential business information" 16 means information that has been designated by the proprietor 17 when provided to the Florida Opportunity Fund or the Institute 18 for the Commercialization of Public Research as information 19 that is owned or controlled by a proprietor; that is intended 20 to be and is treated by the proprietor as private, the 21 disclosure of which would harm the business operations of the 22 proprietor and has not been intentionally disclosed by the 23 proprietor unless pursuant to a private agreement that 24 provides that the information will not be released to the 25 public except as required by law or legal process, or pursuant 26 to law or an order of a court or administrative body; and that 27 concerns: 28 a. Trade secrets as defined in s. 688.002. 29 b. Information provided to the Florida Opportunity 30 Fund or the Institute for the Commercialization of Public 31 Research regarding a prospective investment in a private 2 1:51 PM 04/24/07 s2422c2d-32-k0p
Florida Senate - 2007 SENATOR AMENDMENT Bill No. CS for CS for SB 2422 Barcode 110100 1 equity fund, venture capital fund, angel fund, or portfolio 2 company that is proprietary to the provider of the 3 information. 4 c. Financial statements and auditor reports of an 5 alternative investment vehicle or portfolio company, unless 6 publicly released by the alternative investment vehicle or 7 portfolio company. 8 d. Meeting materials of an alternative investment 9 vehicle or portfolio company relating to financial, operating, 10 or marketing information of the alternative investment vehicle 11 or portfolio company. 12 e. Information regarding the portfolio positions in 13 which the alternative investment vehicles or Florida 14 Opportunity Fund invest. 15 f. Capital call and distribution notices to investors 16 or the Florida Opportunity Fund of an alternative investment 17 vehicle. 18 g. Alternative investment agreements and related 19 records. 20 h. Information concerning investors, other than the 21 Florida Opportunity Fund, in an alternative investment vehicle 22 or portfolio company. 23 2. "Proprietary confidential business information" 24 does not include: 25 a. The name, address, and vintage year of an 26 alternative investment vehicle or Florida Opportunity Fund and 27 the identity of the principals involved in the management of 28 the alternative investment vehicle or Florida Opportunity 29 Fund. 30 b. The dollar amount of the commitment made by the 31 Florida Opportunity Fund to each alternative investment 3 1:51 PM 04/24/07 s2422c2d-32-k0p
Florida Senate - 2007 SENATOR AMENDMENT Bill No. CS for CS for SB 2422 Barcode 110100 1 vehicle since inception, if any. 2 c. The dollar amount and date of cash contributions 3 made by the Florida Opportunity Fund to each alternative 4 investment vehicle since inception, if any. 5 d. The dollar amount, on a fiscal-year-end basis, of 6 cash or other fungible distributions received by the Florida 7 Opportunity Fund from each alternative investment vehicle. 8 e. The dollar amount, on a fiscal-year-end basis, of 9 cash or other fungible distributions received by the Florida 10 Opportunity Fund plus the remaining value of 11 alternative-vehicle assets that are attributable to the 12 Florida Opportunity Fund's investment in each alternative 13 investment vehicle. 14 f. The net internal rate of return of each alternative 15 investment vehicle since inception. 16 g. The investment multiple of each alternative 17 investment vehicle since inception. 18 h. The dollar amount of the total management fees and 19 costs paid on an annual fiscal-year-end basis by the Florida 20 Opportunity Fund to each alternative investment. 21 i. The dollar amount of cash profit received by the 22 Florida Opportunity Fund from each alternative investment 23 vehicle on a fiscal-year-end basis. 24 (h) "Proprietor" means an alternative investment 25 vehicle, a portfolio company in which the alternative 26 investment vehicle or Florida Opportunity Fund is invested, or 27 an outside consultant, including the respective authorized 28 officers, employees, agents, or successors in interest, which 29 controls or owns information. 30 (2) PUBLIC-RECORDS EXEMPTION.-- 31 (a) The following records held by the Florida 4 1:51 PM 04/24/07 s2422c2d-32-k0p
Florida Senate - 2007 SENATOR AMENDMENT Bill No. CS for CS for SB 2422 Barcode 110100 1 Opportunity Fund or the Institute for the Commercialization of 2 Public Research are confidential and exempt from s. 119.07(1) 3 and s. 24(a), Art. I of the State Constitution: 4 1. Materials that relate to methods of manufacture or 5 production, potential trade secrets, or patentable material 6 that was received, generated, ascertained, or discovered 7 during the course of research or through research projects 8 conducted by universities and other publicly supported 9 organizations in this state. 10 2. Information that would identify an investor or 11 potential investor who desires to remain anonymous in projects 12 reviewed by the fund or institute. 13 3. Any information received from a person from another 14 state or nation or the Federal Government which is otherwise 15 confidential or exempt pursuant to the laws of that state or 16 nation or federal law. 17 4. Proprietary confidential business information 18 regarding alternative investments for 10 years after the 19 termination of the alternative investment. 20 (b) At the time any record made confidential and 21 exempt by this subsection, or portion thereof, is legally 22 available or subject to public disclosure for any other 23 reason, that record, or portion thereof, shall no longer be 24 confidential and exempt and shall be made available for 25 inspection and copying. 26 (3) PUBLIC-MEETINGS EXEMPTION.-- 27 (a) That portion of a meeting of the board of 28 directors of the Florida Opportunity Fund or the board of 29 directors of the Institute for the Commercialization of Public 30 Research at which information is discussed which is 31 confidential and exempt under subsection (2) is exempt from s. 5 1:51 PM 04/24/07 s2422c2d-32-k0p
Florida Senate - 2007 SENATOR AMENDMENT Bill No. CS for CS for SB 2422 Barcode 110100 1 286.011 and s. 24(b), Art. I of the State Constitution. 2 (b) Any exempt portion of a meeting shall be recorded 3 and transcribed. The boards of directors shall record the 4 times of commencement and termination of the meeting, all 5 discussion and proceedings, the names of all persons present 6 at any time, and the names of all persons speaking. An exempt 7 portion of any meeting may not be off the record. 8 (c) A transcript and minutes of exempt portions of 9 meetings are confidential and exempt from s. 119.07(1) and s. 10 24(a), Art. I of the State Constitution. 11 (4) REQUEST TO INSPECT OR COPY A RECORD. 12 (a) Records made confidential and exempt by this 13 section may be released, upon written request, to a 14 governmental entity in the performance of its official duties 15 and responsibilities. 16 (b) Notwithstanding paragraph (2)(a), a request to 17 inspect or copy a public record that contains proprietary 18 confidential business information shall be granted if the 19 proprietor of the information fails, within a reasonable 20 period of time after the request is received by the Florida 21 Opportunity Fund or the Institute for the Commercialization of 22 Public Research, to verify the following to the fund through a 23 written declaration in the manner provided in s. 92.525: 24 1. That the requested record contains proprietary 25 confidential business information along with the specific 26 location of such information within the record; 27 2. If the proprietary confidential business 28 information is a trade secret, a verification that it is a 29 trade secret as defined in s. 688.002; 30 3. That the proprietary confidential business 31 information is intended to be and is treated by the proprietor 6 1:51 PM 04/24/07 s2422c2d-32-k0p
Florida Senate - 2007 SENATOR AMENDMENT Bill No. CS for CS for SB 2422 Barcode 110100 1 as private, is the subject of efforts of the proprietor to 2 maintain its privacy, and is not readily ascertainable or 3 publicly available from any other source; and 4 4. That the disclosure of the proprietary confidential 5 business information to the public would harm the business 6 operations of the proprietor. 7 (c)1. Any person may petition a court of competent 8 jurisdiction for an order for the public release of those 9 portions of any record made confidential and exempt by 10 subsection (2). 11 2. Any action under this subsection must be brought in 12 Orange County and the petition or other initial pleading shall 13 be served on the fund or the institute, whichever is 14 applicable, and, if determinable upon diligent inquiry, on the 15 proprietor of the information sought to be released. 16 3. In any order for the public release of a record 17 under this subsection, the court shall make a finding that: 18 a. The record or portion thereof is not a trade secret 19 as defined in s. 688.002; 20 b. A compelling public interest is served by the 21 release of the record or portions thereof which exceed the 22 public necessity for maintaining the confidentiality of such 23 record; and 24 c. The release of the record will not cause damage to 25 or adversely affect the interests of the proprietor of the 26 released information, other private persons or business 27 entities, the fund, or any trust fund the assets of which are 28 invested by the Florida Opportunity Fund. 29 (5) PENALTIES.--Any person who willfully and knowingly 30 violates this section commits a misdemeanor of the first 31 degree, punishable as provided in s. 775.082 or s. 775.083. 7 1:51 PM 04/24/07 s2422c2d-32-k0p
Florida Senate - 2007 SENATOR AMENDMENT Bill No. CS for CS for SB 2422 Barcode 110100 1 (6) OPEN GOVERNMENT SUNSET REVIEW.--This section is 2 subject to the Open Government Sunset Review Act in accordance 3 with s. 119.15 and shall stand repealed on October 2, 2012, 4 unless reviewed and saved from repeal through reenactment by 5 the Legislature. 6 Section 2. The Legislature finds that it is a public 7 necessity that certain information held by the Florida 8 Opportunity Fund or the Institute for the Commercialization of 9 Public Research be made confidential and exempt from s. 10 119.07(1), Florida Statutes, and s. 24(a), Art. I of the State 11 Constitution. Materials that relate to methods of manufacture 12 or production, potential trade secrets, or patentable 13 materials received, generated, ascertained, or discovered 14 during the course of research or through research projects by 15 universities, colleges, community colleges, and publicly 16 supported organizations in this state must be confidential and 17 exempt because the disclosure of such information would create 18 an unfair competitive advantage for persons receiving such 19 information. Disclosure of proprietary confidential business 20 information to the public would harm the business operations 21 of the proprietor. The Legislature further finds that 22 information received by the fund or the institute from a 23 person from another state or nation or the Federal Government 24 which is otherwise exempt or confidential pursuant to the laws 25 of that state or nation or pursuant to federal law should 26 remain exempt or confidential because the highly confidential 27 nature of research necessitates that it be protected. Without 28 the exemptions provided by this act, the disclosure of 29 confidential and exempt information would jeopardize the 30 effective and efficient administration of this program. In 31 addition, the Legislature further finds that the identity of 8 1:51 PM 04/24/07 s2422c2d-32-k0p
Florida Senate - 2007 SENATOR AMENDMENT Bill No. CS for CS for SB 2422 Barcode 110100 1 an investor or prospective investor who wishes to remain 2 anonymous should be confidential and exempt from public 3 disclosure. This exemption is necessary because the disclosure 4 of investor identities may adversely impact the ability of the 5 fund or the institute to attract investors who desire 6 anonymity. The Legislature also finds that it is a public 7 necessity that proprietary confidential business information 8 held by the fund or the institute regarding alternative 9 investments be held confidential and exempt for 10 years after 10 the termination of the alternative investment. Disclosing 11 proprietary confidential business information used in 12 determining how private equity investments are made or managed 13 by private partnerships investing assets on behalf of the fund 14 would negatively affect the business interests of private 15 partnerships that rely heavily on their information advantage 16 to generate investment returns, and competitor partnerships 17 could gain an unfair competitive advantage if provided access 18 to such information. The release of proprietary confidential 19 business information revealing how alternative investments are 20 made could result in inadequate returns and ultimately 21 frustrate attainment of the investment objective of the fund. 22 It is the Legislature's intent to allow the public access to 23 sufficient information in order to be informed regarding the 24 alternative investments of the fund and to balance the 25 public's right to information against the right of business 26 entities to be protected from harmful disclosure of 27 proprietary confidential business information, the disclosure 28 of which would injure them in the marketplace. The Legislature 29 further finds that it is a public necessity that portions of 30 meetings of the board of directors of the fund or of the board 31 of directors of the institute at which records made 9 1:51 PM 04/24/07 s2422c2d-32-k0p
Florida Senate - 2007 SENATOR AMENDMENT Bill No. CS for CS for SB 2422 Barcode 110100 1 confidential and exempt by this act are discussed be made 2 exempt from public-meetings requirements in order to maintain 3 the confidential and exempt status of this information. Public 4 oversight is preserved by requiring a transcript of any 5 portion of a closed meeting of these boards. 6 Section 3. Subsection (8) of section 1004.226, Florida 7 Statutes, as created by CS for CS for CS for SB 2414, 2007 8 Regular Session, is renumbered as subsection (9) and a new 9 subsection (8) is added to that section, to read: 10 1004.226 The 21st Century Technology, Research, and 11 Scholarship Enhancement Act.-- 12 (8) EXEMPTIONS FROM PUBLIC-RECORDS AND PUBLIC-MEETINGS 13 REQUIREMENTS; STATE UNIVERSITY RESEARCH COMMERCIALIZATION 14 ASSISTANCE GRANT PROGRAM.-- 15 (a) The following information held by the Florida 16 Technology, Research, and Scholarship Board is confidential 17 and exempt from s. 119.07(1) and s. 24(a), Art. I of the State 18 Constitution: 19 1. Materials that relate to methods of manufacture or 20 production, potential trade secrets, patentable material, 21 trade secrets as defined in s. 688.002, or proprietary 22 information received, generated, ascertained, or discovered by 23 or through state university research projects submitted for 24 funding under the State University Research Commercialization 25 Assistance Grant Program. 26 2. Information that would identify an investor or 27 potential investor who desires to remain anonymous in projects 28 reviewed by the Florida Technology, Research, and Scholarship 29 Board. 30 3. Any information received from a person or another 31 state or nation or the Federal Government which is otherwise 10 1:51 PM 04/24/07 s2422c2d-32-k0p
Florida Senate - 2007 SENATOR AMENDMENT Bill No. CS for CS for SB 2422 Barcode 110100 1 confidential or exempt under the laws of that state or nation 2 or under federal law. 3 (b)1. That portion of a meeting of the Florida 4 Technology, Research, and Scholarship Board at which 5 information is discussed which is confidential and exempt 6 under subsection (1) is exempt from s. 286.011 and s. 24(b), 7 Art. I of the State Constitution. 8 2. Any records generated during that portion of an 9 exempt meeting are confidential and exempt from s. 119.07(1) 10 and s. 24(a), Art. I of the State Constitution. 11 (c)1. Information made confidential and exempt 12 pursuant to this section may be released to a governmental 13 entity in the furtherance of its duties and responsibilities. 14 2. Any public officer or employee who willfully and 15 knowingly releases such confidential and exempt information, 16 in violation of this subsection, commits a misdemeanor of the 17 first degree, punishable as provided in s. 775.082 or s. 18 775.083. 19 (d) This section is subject to the Open Government 20 Sunset Review Act in accordance with s. 119.15 and shall stand 21 repealed on October 2, 2012, unless reviewed and saved from 22 repeal through reenactment by the Legislature. 23 Section 4. The Legislature finds that it is a public 24 necessity that certain records held by the Florida Technology, 25 Research, and Scholarship Board be made confidential and 26 exempt from s. 119.07(1), Florida Statutes, and Section 24(a) 27 of Article I of the State Constitution. Materials that relate 28 to methods of manufacture or production, actual or potential 29 trade secrets, patentable materials, or proprietary 30 information received, generated, ascertained, or discovered by 31 or through state university research projects submitted for 11 1:51 PM 04/24/07 s2422c2d-32-k0p
Florida Senate - 2007 SENATOR AMENDMENT Bill No. CS for CS for SB 2422 Barcode 110100 1 funding under the State University Research Commercialization 2 Assistance Grant Program must be confidential and exempt 3 because the disclosure of such information would create an 4 unfair competitive advantage for persons receiving such 5 information. Disclosing proprietary confidential business 6 information derived from university research projects, 7 including trade secrets as defined in s. 688.002, Florida 8 Statutes, would negatively affect the ability of state 9 universities that rely heavily on the information gained from 10 publicly funded research products to generate investment 11 returns and competitor partnerships could gain an unfair 12 competitive advantage if provided access to such information. 13 The release of university-based proprietary confidential 14 business information could result in inadequate returns and 15 ultimately frustrate attainment of the investment objective of 16 the State University Research Commercialization Assistance 17 Grant Program. If such confidential and exempt information 18 regarding research in progress were released pursuant to a 19 public records request, others would be allowed to take the 20 benefit of the research without compensation or reimbursement. 21 The Legislature further finds that information received by the 22 Florida Technology, Research, and Scholarship Board from a 23 person from another state or nation or the Federal Government 24 which is otherwise exempt or confidential pursuant to the laws 25 of that state or nation, or federal law, should remain exempt 26 or confidential because the highly confidential nature of 27 research necessitates that it be protected. Without the 28 exemptions provided by this act, the disclosure of 29 confidential and exempt information would jeopardize the 30 effective and efficient administration of this program. In 31 addition, the Legislature further finds that the identity of 12 1:51 PM 04/24/07 s2422c2d-32-k0p
Florida Senate - 2007 SENATOR AMENDMENT Bill No. CS for CS for SB 2422 Barcode 110100 1 an investor or prospective investor who wishes to remain 2 anonymous should be confidential and exempt from public 3 disclosure. This exemption is necessary because the disclosure 4 of investor identities may adversely affect the ability of 5 state universities to attract investors who desire anonymity. 6 The Legislature further finds that it is a public necessity 7 that portions of meetings of the Florida Technology, Research, 8 and Scholarship Board at which information made confidential 9 and exempt by this act is discussed be made exempt from 10 public-meetings requirements in order to allow the Florida 11 Technology, Research, and Scholarship Board to maintain the 12 confidential and exempt status of this information. 13 Section 5. This act shall take effect July 1, 2007, if 14 CS for CS for CS for Senate Bill 2414 or similar legislation 15 is adopted in the same legislative session or an extension 16 thereof and becomes law. 17 18 19 ================ T I T L E A M E N D M E N T =============== 20 And the title is amended as follows: 21 Delete everything before the enacting clause 22 23 and insert: 24 A bill to be entitled 25 An act relating to public records and meetings; 26 creating s. 288.9626, F.S.; providing 27 definitions; providing an exemption from 28 public-records requirements for certain 29 information held by the Florida Opportunity 30 Fund and for certain information held by the 31 Institute for the Commercialization of Public 13 1:51 PM 04/24/07 s2422c2d-32-k0p
Florida Senate - 2007 SENATOR AMENDMENT Bill No. CS for CS for SB 2422 Barcode 110100 1 Research; providing exceptions to the 2 exemption; creating an exemption from 3 public-meetings requirements for portions of 4 meetings of the boards of directors of the 5 Florida Opportunity Fund and the Institute for 6 the Commercialization of Public Research at 7 which confidential an exempt records are 8 discussed; describing violations and providing 9 penalties; providing for future legislative 10 review and repeal; providing a statement of 11 public necessity; amending s. 1004.226, F.S.; 12 creating an exemption from public-records 13 requirements for certain information held by 14 the Florida Technology, Research, and 15 Scholarship Board; creating an exemption from 16 public-meetings requirements for portions of 17 meetings of the Florida Technology, Research, 18 and Scholarship Board at which confidential and 19 exempt records are discussed; providing 20 exceptions to the exemption; describing 21 violations and providing penalties; providing 22 for future legislative review and repeal; 23 providing a statement of public necessity; 24 providing a contingent effective date. 25 26 27 28 29 30 31 14 1:51 PM 04/24/07 s2422c2d-32-k0p