HB 1383

1	A bill to be entitled
2	An act relating to public records and public meetings;
3	amending s. 288.9626, F.S.; creating an exemption from
4	public records requirements for information relating to
5	investments by the Institute for the Commercialization of
6	Public Research through the Technology Seed Capital Fund;
7	providing an exemption from public records requirements
8	for information held by the institute's fund management
9	committee; creating an exemption from public meetings
10	requirements for those portions of meetings of the board
11	of directors of the Technology Seed Capital Fund, the
12	board of directors of the Institute for the
13	Commercialization of Public Research, and the institute's
14	fund management committee at which information is
15	discussed which is confidential and exempt from
16	disclosure; providing penalties; providing for future
17	legislative review and repeal of the exemptions under the
18	Open Government Sunset Review Act; providing a statement
19	of public necessity; providing a contingent effective
20	date.
21
22	Be It Enacted by the Legislature of the State of Florida:
23
24	Section 1.  Section 288.9626, Florida Statutes, is amended
25	to read:
26	288.9626  Exemptions from public records and public
27	meetings requirements; Florida Opportunity Fund, Technology Seed
28	Capital Fund, and the Institute for the Commercialization of
29	Public Research.-
30	(1)  DEFINITIONS.-As used in this section, the term:
31	(a)  "Alternative investment" means an investment by the
32	Florida Opportunity Fund or the Technology Seed Capital Fund in
33	a private equity fund, venture capital fund, or angel fund or a
34	direct investment in a portfolio company or investment through a
35	distribution of securities to its partners or shareholders by an
36	alternative investment vehicle.
37	(b)  "Alternative investment vehicle" means the limited
38	partnership, limited liability company, or similar legal
39	structure through which the Florida Opportunity Fund or the
40	Technology Seed Capital Fund may elect to invest in a portfolio
41	company.
42	(c)  "Florida Opportunity Fund" or "fund" means the Florida
43	Opportunity Fund as defined in s. 288.9623.
44	(d)  "Institute for the Commercialization of Public
45	Research" or "institute" means the institute established by s.
46	288.9625.
47	(e)  "Portfolio company" means a corporation or other
48	issuer, any of whose securities are owned by an alternative
49	investment vehicle, or the Florida Opportunity Fund, or the
50	Technology Seed Capital Fund and any subsidiary of such
51	corporation or other issuer.
52	(f)  "Portfolio positions" means individual investments in
53	portfolio companies which that are made by the Florida
54	Opportunity Fund or the Technology Seed Capital Fund, including
55	information or specific investment terms associated with any
56	portfolio company investment.
57	(g)1.  "Proprietary confidential business information"
58	means information that has been designated by the proprietor
59	when provided to the Florida Opportunity Fund, the Technology
60	Seed Capital Fund, or the Institute for the Commercialization of
61	Public Research or the fund management committee of the
62	institute as information that is owned or controlled by a
63	proprietor; that is intended to be and is treated by the
64	proprietor as private, the disclosure of which would harm the
65	business operations of the proprietor and has not been
66	intentionally disclosed by the proprietor unless pursuant to a
67	private agreement that provides that the information will not be
68	released to the public except as required by law or legal
69	process, or pursuant to law or an order of a court or
70	administrative body; and that concerns:
71	a.  Trade secrets as defined in s. 688.002.
72	b.  Information provided to the Florida Opportunity Fund,
73	the Technology Seed Capital Fund, or the Institute for the
74	Commercialization of Public Research or the fund management
75	committee of the institute regarding a prospective investment in
76	a private equity fund, venture capital fund, angel fund, or
77	portfolio company that is proprietary to the provider of the
78	information.
79	c.  Financial statements and auditor reports of an
80	alternative investment vehicle or portfolio company, unless
81	publicly released by the alternative investment vehicle or
82	portfolio company.
83	d.  Meeting materials of an alternative investment vehicle
84	or portfolio company relating to financial, operating, or
85	marketing information of the alternative investment vehicle or
86	portfolio company.
87	e.  Information regarding the portfolio positions in which
88	the alternative investment vehicles or Florida Opportunity Fund
89	invest.
90	f.  Capital call and distribution notices to investors, the
91	institute, or the Florida Opportunity Fund, or the Technology
92	Seed Capital Fund of an alternative investment vehicle.
93	g.  Alternative investment agreements, technology
94	investment agreements, and related records.
95	h.  Information concerning investors, other than the
96	Florida Opportunity Fund or the Technology Seed Capital Fund, in
97	an alternative investment vehicle or portfolio company.
98	2.  "Proprietary confidential business information" does
99	not include:
100	a.  The name, address, and vintage year of an alternative
101	investment vehicle, the or Florida Opportunity Fund, or the
102	Technology Seed Capital Fund, and the identity of the principals
103	involved in the management of the alternative investment
104	vehicle, the or Florida Opportunity Fund, or the Technology Seed
105	Capital Fund.
106	b.  The dollar amount of the commitment made by the Florida
107	Opportunity Fund or the Technology Seed Capital Fund to each
108	alternative investment vehicle since inception, if any.
109	c.  The dollar amount and date of cash contributions made
110	by the Florida Opportunity Fund or the Technology Seed Capital
111	Fund to each alternative investment vehicle since inception, if
112	any.
113	d.  The dollar amount, on a fiscal-year-end basis, of cash
114	or other fungible distributions received by the Florida
115	Opportunity Fund or the Technology Seed Capital Fund from each
116	alternative investment vehicle.
117	e.  The dollar amount, on a fiscal-year-end basis, of cash
118	or other fungible distributions received by the Florida
119	Opportunity Fund or the Technology Seed Capital Fund plus the
120	remaining value of alternative-vehicle assets that are
121	attributable to the Florida Opportunity Fund's or the Technology
122	Seed Capital Fund's investment in each alternative investment
123	vehicle.
124	f.  The net internal rate of return of each alternative
125	investment vehicle since inception.
126	g.  The investment multiple of each alternative investment
127	vehicle since inception.
128	h.  The dollar amount of the total management fees and
129	costs paid on an annual fiscal-year-end basis by the Florida
130	Opportunity Fund or the Technology Seed Capital Fund to each
131	alternative investment vehicle.
132	i.  The dollar amount of cash profit received by the
133	Florida Opportunity Fund or the Technology Seed Capital Fund
134	from each alternative investment vehicle on a fiscal-year-end
135	basis.
136	(h)  "Proprietor" means an alternative investment vehicle,
137	a portfolio company in which the alternative investment vehicle,
138	the or Florida Opportunity Fund, or the Technology Seed Capital
139	Fund is invested, or an outside consultant, including the
140	respective authorized officers, employees, agents, or successors
141	in interest, which that controls or owns information.
142	(2)  PUBLIC RECORDS EXEMPTION.-
143	(a)  The following records held by the Florida Opportunity
144	Fund, the Technology Seed Capital Fund, or the Institute for the
145	Commercialization of Public Research or its fund management
146	committee are confidential and exempt from s. 119.07(1) and s.
147	24(a), Art. I of the State Constitution:
148	1.  Materials that relate to methods of manufacture or
149	production, potential trade secrets, or patentable material
150	received, generated, ascertained, or discovered during the
151	course of research or through research projects conducted by
152	universities and other publicly supported organizations in this
153	state.
154	2.  Information that would identify an investor or
155	potential investor who desires to remain anonymous in projects
156	reviewed by the Florida Opportunity Fund or the Technology Seed
157	Capital Fund or the institute or its fund management committee.
158	3.  Any information received from a person from another
159	state or nation or the Federal Government which is otherwise
160	confidential or exempt pursuant to the laws of that state or
161	nation or pursuant to federal law.
162	4.  Proprietary confidential business information regarding
163	alternative investments for 10 years after the termination of
164	the alternative investment.
165	(b)  At the time any record made confidential and exempt by
166	this subsection, or portion thereof, is legally available or
167	subject to public disclosure for any other reason, that record,
168	or portion thereof, shall no longer be confidential and exempt
169	and shall be made available for inspection and copying.
170	(3)  PUBLIC MEETINGS EXEMPTION.-
171	(a)  That portion of a meeting of the board of directors of
172	the Florida Opportunity Fund, the board of directors of the
173	Technology Seed Capital Fund, or the board of directors of the
174	Institute for the Commercialization of Public Research or its
175	fund management committee at which information is discussed
176	which is confidential and exempt under subsection (2) is exempt
177	from s. 286.011 and s. 24(b), Art. I of the State Constitution.
178	(b)  Any exempt portion of a meeting shall be recorded and
179	transcribed. The boards of directors or the fund management
180	committee shall record the times of commencement and termination
181	of the meeting, all discussion and proceedings, the names of all
182	persons present at any time, and the names of all persons
183	speaking. An exempt portion of any meeting may not be off the
184	record.
185	(c)  A transcript and minutes of exempt portions of
186	meetings are confidential and exempt from s. 119.07(1) and s.
187	24(a), Art. I of the State Constitution.
188	(4)  REQUEST TO INSPECT OR COPY A RECORD.-
189	(a)  Records made confidential and exempt by this section
190	may be released, upon written request, to a governmental entity
191	in the performance of its official duties and responsibilities.
192	(b)  Notwithstanding the provisions of paragraph (2)(a), a
193	request to inspect or copy a public record that contains
194	proprietary confidential business information shall be granted
195	if the proprietor of the information fails, within a reasonable
196	period of time after the request is received by the Florida
197	Opportunity Fund, the Technology Seed Capital Fund, or the
198	Institute for the Commercialization of Public Research, to
199	verify the following to the Florida Opportunity Fund or the
200	Technology Seed Capital Fund through a written declaration in
201	the manner provided by s. 92.525:
202	1.  That the requested record contains proprietary
203	confidential business information and the specific location of
204	such information within the record;
205	2.  If the proprietary confidential business information is
206	a trade secret, a verification that it is a trade secret as
207	defined in s. 688.002;
208	3.  That the proprietary confidential business information
209	is intended to be and is treated by the proprietor as private,
210	is the subject of efforts of the proprietor to maintain its
211	privacy, and is not readily ascertainable or publicly available
212	from any other source; and
213	4.  That the disclosure of the proprietary confidential
214	business information to the public would harm the business
215	operations of the proprietor.
216	(c)1.  Any person may petition a court of competent
217	jurisdiction for an order for the public release of those
218	portions of any record made confidential and exempt by
219	subsection (2).
220	2.  Any action under this subsection must be brought in
221	Orange County, and the petition or other initial pleading shall
222	be served on the applicable fund or the institute, whichever is
223	applicable, and, if determinable upon diligent inquiry, on the
224	proprietor of the information sought to be released.
225	3.  In any order for the public release of a record under
226	this subsection, the court shall make a finding that:
227	a.  The record or portion thereof is not a trade secret as
228	defined in s. 688.002;
229	b.  A compelling public interest is served by the release
230	of the record or portions thereof which exceed the public
231	necessity for maintaining the confidentiality of such record;
232	and
233	c.  The release of the record will not cause damage to or
234	adversely affect the interests of the proprietor of the released
235	information, other private persons or business entities, the
236	fund, or any trust fund the assets of which are invested by the
237	Florida Opportunity Fund or the Technology Seed Capital Fund.
238	(5)  PENALTIES.-Any person who willfully and knowingly
239	violates this section commits a misdemeanor of the first degree,
240	punishable as provided in s. 775.082 or s. 775.083.
241	(6)  OPEN GOVERNMENT SUNSET REVIEW.-
242	(a)  The provisions of this section pertaining to the
243	Florida Opportunity Fund are is subject to the Open Government
244	Sunset Review Act in accordance with s. 119.15 and shall stand
245	repealed on October 2, 2012, unless reviewed and saved from
246	repeal through reenactment by the Legislature.
247	(b)  The provisions of this section pertaining to the
248	Technology Seed Capital Fund and the fund management committee
249	of the institute are subject to the Open Government Sunset
250	Review Act in accordance with s. 119.15 and shall stand repealed
251	on October 2, 2016, unless reviewed and saved from repeal
252	through reenactment by the Legislature.
253	Section 2.  The Legislature finds that it is a public
254	necessity that certain records held by the Institute for the
255	Commercialization of Public Research be made confidential and
256	exempt from s. 119.07(1), Florida Statutes, and s. 24(a),
257	Article I of the State Constitution. Materials that relate to
258	methods of manufacture or production, actual or potential trade
259	secrets, patentable materials, or proprietary information
260	received, generated, ascertained, or discovered by companies,
261	public or private, applying for funding under the Technology
262	Seed Capital Fund must be confidential and exempt because the
263	disclosure of such information would create an unfair
264	competitive advantage for persons receiving such information.
265	Disclosing proprietary confidential business information derived
266	from Technology Seed Capital Fund applicants, including trade
267	secrets as defined in s. 688.002, Florida Statutes, would
268	negatively affect the ability of those applicants to generate
269	investment returns and competitor partnerships could gain an
270	unfair competitive advantage if provided access to such
271	information. If such confidential and exempt information
272	regarding research in progress were released pursuant to a
273	public records request, others would be allowed to take the
274	benefit of the research without compensation or reimbursement.
275	The Legislature further finds that information received by the
276	institute through the Technology Seed Capital Fund application
277	process necessitates that it be protected. Without the
278	exemptions provided by this act, the disclosure of confidential
279	and exempt information would jeopardize the effective and
280	efficient administration of the Technology Seed Capital Fund. In
281	addition, the Legislature further finds that the identity of an
282	investor or prospective investor who wishes to remain anonymous
283	should be confidential and exempt from public disclosure. This
284	exemption is necessary because the disclosure of investor
285	identities may adversely impact the ability of Technology Seed
286	Capital Fund applicants to attract investors who desire
287	anonymity. The Legislature further finds that it is a public
288	necessity that those portions of meetings of the board of
289	directors of the fund or fund management committee of the
290	Institute for the Commercialization of Public Research at which
291	information made confidential and exempt by the act is discussed
292	be made exempt from public meetings requirements in order to
293	allow the board of directors and the fund management committee
294	to maintain the confidential and exempt status of this
295	information.
296	Section 3.  This act shall take effect July 1, 2011, if
297	House Bill 1381 or similar legislation is adopted in the same
298	legislative session or an extension thereof and becomes law.

CODING: Words stricken are deletions; words underlined are additions.