In this subtitle the following words have the meanings indicated. “Affiliate” means: a person who, directly or indirectly, beneficially owns, controls, or holds power to vote 15% or more of the outstanding voting securities or other voting ownership interests of a venture firm or an insurance company; or a person, 15% or more of whose outstanding voting securities or other voting ownership interests is directly or indirectly beneficially owned, controlled, or held with power to vote by a venture firm or an insurance company. “Affiliate” does not include an insurance company that becomes a purchaser in accordance with an allocation of investment tax credits under the Program solely by reason of the allocation. “Allocation amount” means the total amount of tax credits allocated to a purchaser. “Allocation date” means the date on which tax credits are allocated to a purchaser under § 10–4A–11 of this subtitle. “Authority” means the Maryland Venture Fund Authority established under § 10–4A–02 of this subtitle. “Corporation” means the Maryland Technology Development Corporation. “Designated capital” means the amount of money that a purchaser invests under the Program. “Enterprise Fund” means the Enterprise Fund under § 10–469 of this title. “Financing Authority” means the Maryland Small Business Development Financing Authority under Title 5, Subtitle 5 of this article. “Insurance premium tax liability” means: any liability incurred by an insurance company under Title 6, Subtitle 1 of the Insurance Article as of October 1, 2011; or if the liability referred to in item (1) of this subsection is eliminated or reduced, any other tax liability that has been imposed by the State on the insurance company as of October 1, 2011, not to exceed the amount of the liability eliminated or reduced. “Premium tax credit” means a credit against insurance premium tax liability offered to a purchaser under the Program. “Principal business operations” has the meaning stated in § 10–401 of this title. “Program” means the Invest Maryland Program under this subtitle. “Purchaser” means: an insurance company that: is authorized to do business in the State; has insurance premium tax liability; and contributes designated capital to purchase an allocation of premium tax credits under the Program; or a holding company that: has at least one insurance company subsidiary authorized to do business in the State; and is contributing designated capital on behalf of one or more of these subsidiaries. “Qualified business” means a business that, at the time of the first investment in the business under the Program: has its principal business operations located in the State and intends to maintain its principal business operations in the State after receiving an investment under the Program; has agreed to use the qualified investment primarily to: support business operations in the State; or in the case of a start–up company, establish and support business operations in the State; has not more than 250 employees; and is not primarily engaged in: retail sales; real estate development; the business of insurance, banking, or lending; or the provision of professional services by accountants, attorneys, or physicians. “Qualified distribution” means a distribution or payment by a venture firm of the State’s proportionate allocation of costs in connection with: the reasonable costs and expenses of organizing and syndicating the venture firm, including fees paid for professional services, up to a maximum aggregate amount of $125,000; reasonable and necessary fees paid for ongoing professional services, including legal and accounting services, related to the operation of the venture firm, up to a maximum aggregate amount of $50,000 in a single year; and a yearly management fee in an amount that does not exceed 2.5% of the designated capital allocated to the venture firm. “Qualified distribution” does not include any costs and expenses related to lobbying or government relations. “Qualified investment” means the direct or indirect investment of cash by the Enterprise Fund or the Financing Authority in a qualified business for the purchase of any of the following: a share of stock or other equity interest; a debt instrument that is convertible into equity; or an equity participation instrument such as an option or warrant. A qualified investment includes the direct or indirect investment of cash by a venture firm based on the investment criteria set forth in this subtitle. “Side car affiliate” means an entity controlled by or under common control with a venture firm that is formed solely for the purpose of investing alongside the venture firm. “Venture firm” means a partnership, corporation, trust, or limited liability company, whether organized on a profit or a nonprofit basis, that is certified by the Corporation as meeting the criteria established under § 10–4A–12 of this subtitle.

There is a Maryland Venture Fund Authority in the Corporation.

The Authority consists of the following nine members: seven members appointed by the Governor with the advice and consent of the Senate; one member appointed by the President of the Senate; and one member appointed by the Speaker of the House. Of the seven members appointed by the Governor: at least four shall have experience in working with companies that have raised investment capital for seed–stage to venture–stage companies or in providing professional services to the venture capital industry; and one of the four members selected under item 1 of this item shall have experience in higher education research and development and technology transfer projects; at least one shall have experience as a small business owner; at least one shall have experience as a business executive that has raised venture capital investments; and at least one shall be a resident of a rural county in the State. The Governor shall consider the geographic diversity of the State when appointing members. The members appointed by the President and the Speaker: may not be elected officials; and shall have experience and expertise in venture capital investments. Each member shall be a resident of the State. The term of a member is 4 years. At the end of a term, a member continues to serve until a successor is appointed. A member who is appointed after a term has begun serves only for the rest of the term and until a successor is appointed. A member appointed by the Governor may be removed by the Governor with or without cause. The terms of the members are staggered as required by the terms provided for members of the Authority on July 1, 2011. In addition to the requirements of Title 5 of the General Provisions Article, a member of the Authority may not be employed by or have any financial interest in a purchaser, qualified business, or venture firm or hold any other employment relationship or financial interest that would impair the impartiality and independent judgment of the member. The Authority may not have additional advisors or advisory boards, whether acting informally or formally constituted, other than as appointed or designated in this subtitle.

The Governor shall appoint a chair from among the members. The Authority shall determine the manner of election of officers and their terms of office.

Five members of the Authority are a quorum. An act of the Authority must be approved by a majority vote of the members attending a meeting at which a quorum is present. A member of the Authority: may not receive compensation as a member of the Authority; but is entitled to reimbursement for expenses under the Standard State Travel Regulations, as provided in the State budget. A member of the Authority shall file a public disclosure of financial interests as required under the Maryland Public Ethics Law.

The Authority shall: provide advice to and consult with the Corporation in connection with the administration of the Program under this subtitle; and meet at least quarterly to review the Corporation’s investment policies, investment decisions, and adherence to the statutory and regulatory requirements imposed on the Corporation.

All designated capital from purchasers shall be deposited into the Enterprise Fund to be invested as provided in this subtitle. The Corporation shall allocate designated capital as follows: 67% to one or more venture firms to fund the making of qualified investments based on the criteria set forth in this subtitle, provided, that not more than 20% of this amount may be invested in the side car fund affiliates of the venture firms; and 33% to the Enterprise Fund, to be allocated: $250,000 to the Rural Maryland Council for its operational expenses; 75% of the remaining amount to fund the making of qualified investments in qualified businesses under the existing policies and procedures of the Enterprise Fund; and 25% of the remaining amount to the Financing Authority Equity Participation Investment Program, to be invested in qualified businesses in accordance with the policies and procedures of the Financing Authority under Title 5, Subtitle 5, Part V of this article. It is the goal of the State that a portion of the designated capital received under subsection (b)(2)(ii) of this section be used to make qualified investments in qualified businesses located in rural areas of the State. As soon as practicable after the Corporation receives each installment of designated capital, the Corporation and each venture firm that has been allocated designated capital shall enter into a contract under which the allocated amount of designated capital will be transferred by the Corporation to the venture firm for investment as provided in this subtitle. The Corporation shall secure the commitment of the purchasers in accordance with § 10–4A–10 of this subtitle.

The Authority shall obtain the services of an independent third party to conduct a bidding process in order to secure purchasers for the Program as provided in this section. Using the procedures adopted by the independent third party, each potential purchaser shall make a timely and irrevocable offer, subject only to the Corporation’s issuance to the purchaser of tax credit certificates, to make specified contributions of designated capital to the Corporation on the dates specified in § 10–4A–11(a) of this subtitle. The offer shall include: the requested amount of tax credits, which may not be less than $1,000,000; the potential purchaser’s specified contribution for each tax credit dollar requested, which may not be less than the greater of: 70% of the requested dollar amount of tax credits; or the percentage of the requested dollar amount of tax credits that the Secretary, on the recommendation of the independent third party, determines to be consistent with market conditions as of the offer date; and any other information the independent third party requires. The deadline for submission of applications for tax credits is February 1, 2012. Each potential purchaser shall receive a written notice from the Corporation not later than May 1, 2012, indicating whether or not it has been approved as a purchaser and, if so, the amount of tax credits allocated. The maximum amount of premium tax credits that may be allocated under this subtitle for all years in which premium tax credits are allocated is $100,000,000.

Designated capital committed by a purchaser shall be paid to the Enterprise Fund in three equal yearly installments due on June 1 of 2012, 2013, and 2014. On receipt of each installment of designated capital, the Corporation shall issue to each purchaser a tax credit certificate representing a fully vested credit against insurance premium tax liability equal to one–third of the total premium tax credits allocated to the purchaser. The Corporation shall issue tax credit certificates to purchasers in accordance with the bidding process selected by the independent third party on behalf of the Authority under § 10–4A–10 of this subtitle. The tax credit certificate shall state: the total amount of premium tax credits that the purchaser may claim; the amount of designated capital that the purchaser has contributed in return for the issuance of the tax credit certificate; the dates on which the tax credits will be available for use by the purchaser; any penalties or other remedies for noncompliance; the procedures to be used for transferring the tax credits; and any other requirements the Corporation considers necessary. A tax credit certificate may not be issued to any purchaser that fails to make a contribution of designated capital within the time the Corporation specifies. A purchaser that fails to make a contribution of designated capital within the time the Corporation specifies shall be subject to a penalty equal to 10% of the amount of designated capital that remains unpaid, payable to the Corporation within 30 days after demand by the Corporation. The Corporation may offer to reallocate the defaulted designated capital among the other purchasers, so that the result after reallocation is the same as if the initial allocation had been performed without considering the premium tax credit allocation to the defaulting purchaser. If the reallocation of designated capital results in the contribution by another purchaser or purchasers of the amount of designated capital not contributed by the defaulting purchaser, then the Corporation may waive the penalty provided under this subsection. A purchaser that fails to make a contribution of designated capital within the time specified may avoid the imposition of the penalty by transferring the allocation of tax credits to a new or existing purchaser within 30 days after the due date of the defaulted installment. Any transferee of an allocation of tax credits of a defaulting purchaser under this section shall agree to make the required contribution of designated capital within 30 days after the date of the transfer. The Corporation in its sole discretion may purchase insurance or make other financial arrangements in order to ensure the availability of the full amount of designated capital committed by purchasers. The Corporation shall disclose any purchase of insurance or other similar financial arrangement under this paragraph in the annual report required under § 10–4A–28 of this subtitle.

Subject to the restriction in paragraph (2) of this subsection, a purchaser may claim the premium tax credit on a premium tax return filed after December 31, 2014, for a taxable year that begins on or after January 1, 2014. In each calendar year from 2015 through 2019, a purchaser may claim up to 20% of the premium tax credit allocated to that purchaser. The credit to be applied against insurance premium tax liability in any 1 year may not exceed the insurance premium tax liability of the purchaser for that taxable year. Any unused credit against insurance premium tax liability may be: carried forward indefinitely until the premium tax credits are used; and used by the purchaser without restriction during any calendar year after 2019. On 30 days’ advance notice to the Corporation, premium tax credits allocated to a purchaser under this subtitle may be transferred without further restriction to any other entity that: meets the definition of a purchaser; is in good standing with the Maryland Insurance Administration; and agrees to assume all of the transferor’s obligations under the Program. A purchaser claiming a credit against insurance premium tax liability earned through an investment under the Program is not required to pay any additional tax as a result of claiming the credit. A purchaser is not required to reduce the amount of premium tax included by the purchaser in connection with rate–making for any insurance contract written in the State because of a reduction in the purchaser’s insurance premium tax derived from the credit granted under this subtitle.

Subject to the approval of the Corporation, the Authority shall obtain the services of an independent third party to: establish application procedures for an entity to be certified as a venture firm; and review and evaluate applications for venture firm certification under this section. The independent third party selected by the Authority shall: review and evaluate the application, organizational documents, and business history of each applicant; evaluate whether the applicant is likely to achieve the investment criteria set forth in this subtitle; and recommend to the Authority which venture firms should receive allocations of designated capital under the Program. On receiving the recommendations of the independent third party selected under subsection (a) of this section and subject to § 10–4A–16 of this subtitle, the Authority shall select venture firms to receive allocations of designated capital that are consistent with the investment criteria set forth in this subtitle. The Authority shall ensure that the venture firms receiving designated capital for investment under this subtitle make investments in the State that equal or exceed the amount of designated capital received under this subtitle. Subject to the approval of the Corporation, the Authority may enter into written agreements, including partnership agreements and side agreements, that are necessary to carry out the purposes of this part.

In selecting applicants for venture firm certification, the Authority shall consider: the management structure of the applicant, including: the investment experience of the principals; the applicant’s reputation in the venture firm industry and the applicant’s ability to attract co–investment capital and syndicate investments in qualified businesses in the State; the knowledge, experience, and capabilities of the applicant in subject areas relevant to venture–stage businesses in the State; the tenure and turnover history of principals and senior investment professionals of the applicant; and whether the State’s investment in the applicant under this program would exceed 15% of the total invested in the applicant by all investors, including investments in any side car fund affiliates; the applicant’s investment strategy, including: the applicant’s track record of investing in venture–stage businesses; the applicant’s history of attracting co–investment capital and syndicate investments; the soundness of the applicant’s investment strategy and the compatibility of that strategy with business opportunities in the State; and the applicant’s history of job creation through investment; the applicant’s commitment to making investments, that to the fullest extent possible: create employment opportunities in the State; lead to the growth of the State economy and qualified businesses in the State; complement the research and development projects of State academic institutions; and foster the development of technologies and industries that present opportunities for the growth of qualified businesses in the State; and the applicant’s commitment to the State, including: the applicant’s presence in the State through permanent local offices or affiliation with local investment firms; the local presence of senior investment professionals; the applicant’s history of investing in venture–stage businesses in the State; the applicant’s ability to identify investment opportunities through working relationships with State research and development institutions and State–based businesses; the applicant’s relationship with other venture firms in the region; the applicant’s history of investing in areas relevant to venture–stage businesses in the State; and the applicant’s commitment to investing a similar or greater amount of designated capital received under this subtitle in State–based ventures and qualified businesses. To ensure the Corporation has continued access to the best available and qualified venture firms as well as to provide for the replacement of venture firms that have been disqualified under § 10–4A–22 of this subtitle: an applicant shall file an application with the Corporation in the form required by the Corporation; the application shall include the applicant’s most recent financial statements; the Corporation shall accept applications for certification for a period of 3 months at the Corporation’s choosing, at the same time each year; and notwithstanding the requirements of § 10–4A–22(b) of this subtitle, when one or more venture firms have been disqualified under § 10–4A–22 of this subtitle, the Corporation may receive applications, for a period of not less than 2 months, at any time during the calendar year. To be certified as a venture firm: the applicant must have, at the time of application, an equity capitalization, net assets, or written commitments of at least $500,000 in the form of cash or cash equivalents; at least two principals or persons employed to direct the investment of the designated capital of the applicant must have at least 5 years of money management experience in the venture capital or private equity sectors; and for a period of 2 years from the date of disqualification, the applicant may not be: a venture firm that has been disqualified under § 10–4A–22 of this subtitle; or a firm with majority ownership composed of members who had ownership or leadership roles in a firm that has been disqualified under § 10–4A–22 of this subtitle. Not later than 90 days after an application is filed, the Secretary shall either: issue the certification; or refuse to issue the certification and communicate in detail to the applicant the grounds for the refusal.

A business that is classified as a qualified business at the time of the first investment in the business by a venture firm, the Enterprise Fund, or the Financing Authority remains classified as a qualified business and may receive follow–on investments from a venture firm, the Enterprise Fund, or the Financing Authority as provided under this subsection. A follow–on investment from a venture firm is a qualified investment even though the business does not meet the definition of a qualified business at the time of the follow–on investment. With respect to an investment by the Enterprise Fund or the Financing Authority, a follow–on investment does not qualify as a qualified investment if, at the time of the follow–on investment, the business no longer meets the definition of a qualified business. Each venture firm shall inform the Corporation in writing when the venture firm requires designated capital for investment or for the payment of approved fees and expenses.

A purchaser or affiliate may not directly or indirectly: manage a venture firm; beneficially own, through rights, options, convertible interests, or otherwise, more than 15% of the voting securities or other voting ownership interest of a venture firm; or control the direction of investments for a venture firm. Subsection (a) of this section applies whether or not the purchaser or affiliate is authorized to do business in the State.

Not later than March 31 of each year, each venture firm and the Financing Authority shall report to the Corporation: the amount of designated capital remaining uninvested at the end of the preceding calendar year; all qualified investments made during the preceding calendar year, including the number of employees of each business at the time the qualified investment was made and as of December 31 of that year; for any qualified investment in which the venture firm or the Financing Authority no longer has a position as of the end of the calendar year, the number of employees of the business as of the date the investment was terminated; and any other information the Corporation requires to ascertain the impact of the Program on the economy of the State. Not later than 180 days after the end of its fiscal year, each venture firm shall provide to the Corporation an audited financial statement that includes the opinion of an independent certified public accountant. Not later than 60 days after the sale or other disposition of a qualified investment, the selling venture firm or the Financing Authority shall provide to the Corporation a report on the amount of the interest sold or disposed of and the consideration received for the sale or disposition.

A venture firm may make a qualified distribution at any time. To make a distribution that is not a qualified distribution, a venture firm shall pay to the Comptroller the venture firm’s pro rata share of distributions made to all limited partners as provided under the applicable partnership documents and any agreement with the Corporation. Except as provided in paragraph (2) of this subsection, the Comptroller shall distribute all payments received under this section to the General Fund within 30 days of receipt. If the Corporation has an obligation under applicable venture firm investment documents to return to the venture firm a payment previously distributed to the Comptroller, the Comptroller shall deposit an amount equal to that payment into the Enterprise Fund to cover the obligation. If the Corporation determines that the money deposited under subparagraph (i) of this paragraph is no longer required to be returned to a venture firm under the applicable investment documents, the Corporation shall notify the Comptroller that the money may be distributed to the General Fund.

Investment returns resulting from the qualified investments made under the Program by the Enterprise Fund or the Financing Authority shall be used to make additional qualified investments in qualified businesses by the Enterprise Fund or the Financing Authority.

Each venture firm shall be required to make equity investments in an amount not less than 50% of the capital allocated to qualified businesses within 3 years of each capital allocation. In regards to venture firms that have received an allocation before June 1, 2019, the requirements of subsection (a) of this section shall apply as of June 1, 2019. In the event that a venture firm fails to meet the requirements of subsection (a) of this section, the Corporation shall: rescind the allocation and authorization for that firm from the date of noncompliance with subsection (a) of this section and remove that firm’s certification for participation in the program; cease making the payment of management and other fees to the venture fund from the date of noncompliance with subsection (a) of this section; and consult and coordinate with the Office of the Attorney General for the recovery of any funds, as may be necessary.

In any case under the insurance law of the State in which the assets of a purchaser are examined or considered, the designated capital shall be treated as an admitted asset, subject to the same financial rating as that held by the State. The Corporation shall submit the following to the Maryland Insurance Administration: the names, addresses, and amount of designated capital to be contributed and premium tax credits earned by each successful bidder within 30 days after the close of the bidding process under § 10–4A–10 of this subtitle; a copy of the tax credit certificate issued to each purchaser within 30 days after the issuance of the certificate under § 10–4A–11 of this subtitle; the occurrence of a default by a purchaser; and the transfer of premium tax credits by a purchaser.

Except as provided in subsection (b) of this section, Division II of the State Finance and Procurement Article does not apply to a service that the Corporation obtains that is related to the investment, management, analysis, purchase, or sale of an asset of the Corporation in a transaction authorized under this subtitle. The Corporation is subject to Title 12, Subtitle 4 of the State Finance and Procurement Article for services related to the investment, management, analysis, purchase, or sale of assets of the Corporation in any transaction authorized under this subtitle. Section 10–305 of the State Finance and Procurement Article does not apply to the sale, lease, transfer, exchange, or other disposition of real or personal property, including a share of stock in a business entity, that the Corporation acquires in a transaction authorized under this subtitle.

The Corporation shall administer this subtitle and may adopt regulations to carry out this subtitle.

The Corporation shall submit a report on the implementation of the Program. The report required under this section shall be submitted to the Senate Budget and Taxation Committee and the House Ways and Means Committee. The Corporation shall publish the report on the Corporation’s website in a publicly available format. The report published on the website may not include any proprietary or confidential information. The report shall include: with respect to each purchaser of premium tax credits under the Program: the name of the purchaser of premium tax credits; the amount of premium tax credits allocated to the purchaser; the amount of designated capital the purchaser contributed for the issuance of the tax credit certificate; and the amount of any tax credits that have been transferred under § 10–4A–12 of this subtitle; with respect to each venture firm that has received an allocation of designated capital: the name and address of the venture firm; the names of the individuals making decisions on behalf of the venture firm to make qualified investments under the Program; the amount of designated capital received during the previous fiscal year; the cumulative amount of designated capital received; the amount of designated capital remaining uninvested at the end of the previous fiscal year; the names and locations of qualified businesses receiving designated capital and the amount of each qualified investment; for the previous fiscal year, the aggregate fair market value of all qualified investments as calculated according to generally accepted accounting principles; and the amount of any qualified distribution or nonqualified distribution taken during the previous fiscal year, including any management fee; with respect to the Enterprise Fund: the amount of designated capital received during the previous fiscal year; the cumulative amount of designated capital received; the amount of designated capital remaining uninvested at the end of the previous fiscal year; the names and locations of qualified businesses receiving designated capital and the amount of each qualified investment; and for the previous fiscal year, the aggregate fair market value of all qualified investments as calculated according to generally accepted accounting principles; with respect to the Financing Authority: the amount of designated capital received during the previous fiscal year and the amount allocated to the Equity Participation Investment Program; the cumulative amount of designated capital received; the amount of designated capital remaining uninvested at the end of the previous fiscal year; the names and locations of qualified businesses receiving designated capital and the amount of each qualified investment; and for the previous fiscal year, the aggregate fair market value of all qualified investments as calculated under generally accepted accounting principles; and for the previous fiscal year, with respect to the qualified businesses in which venture firms, the Enterprise Fund, or the Financing Authority have invested: the classification of the qualified businesses according to the industrial sector and the size of the business; the total number of jobs created in the State by the investment and the average wages paid for the jobs; and the total number of jobs retained in the State as a result of the investment and the average wages paid for the jobs.