| Advisory opinion regarding whether members of the Research Park Corporation may invest in companies that are "incubated" with the Louisiana Technology Park and invest in a company that is partially owned by the Research Park Corporation. |
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The Research Park Corporation (RPC) is a governmental entity that operates the Louisiana Technology Park business incubator. The RPC does not own any interest in those companies that are incubated in the Technology Park. Any information regarding the incubated companies received by the members of the RPC Board of Directors is available for the public to review. The incubator includes office space, daily janitorial services, use of conference rooms, shared equipment, and wireless Internet.
The Bon Carre Development, LLC (Development) is a subsidiary of the RPC. The Development is an investor for the Bon Carre Business Center. The Bon Carre Business Center (Center) owns the land in which the Louisiana Technology Park is located. The Bon Carré Business Center II, L.L.C. ("BCBCII") was formed by the Center to own, develop and operate the Center. The Center/BCBCII is owned 25% by the Development, 25% by private investors and 50% by Bon Carre Commercial Properties. The Development is a Member of BCBCII. The BCBC II Operating Agreement provides for the following: Membership requires the issuance of Company Securities. There are two classes of Company Securities, Common Securities and Preferred Securities. The Common Securities holders are voting Members and the Preferred Securities holders are non-voting Members. Management of BCBCII is vested in a Board of Managers comprised of individuals nominated by the Members. The Board of Managers has all management authority and no Member has any management power over the business and affairs of BCBCII. Neither the RPC nor the Development have a person serving on the Board of Managers for the BCBCII. The Board of Managers has authority to amend the Operating Agreement and to authorize the issuance of additional Company Securities. An interested investor only needs to meet the qualifications of an accredited investor under the Securities and Exchange Commission regulations to acquire Company Securities. There is no requirement for approval to be obtained by the Members. The BCBCII would like to accept new investors. Some of the potential investors are Research Park Corporation board members. The Baton Rouge Area Chamber has a financial interest in the Research Park Corporation.
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Section 1102 of the Code defines a public employee as anyone compensated or not who is an administrative officer or official of a governmental entity who is not filing an elective office. A public servant is defined as a public employee or elected official. provides that an elected official means any person holding an office in a governmental entity which is filled by the vote of the appropriate electorate. Electorate is defined as those persons who are entitled to vote or qualified to vote in an election.
Section 1102 defines a transaction involving the governmental entity as any proceeding, application, submission, request for a ruling, or other determination, contract, claim, case, or other such particular matter which the public servant or former public servant of the governmental entity in question knows or should know is or will be the subject of the governmental entity or is one to which the governmental entity is or will be a party.
In Board Docket No. 2004-564, the Board of Ethics stated that those members of the Louisiana Insurance Guaranty Association (LIGA) Board who were selected by member insurers at a regularly scheduled meeting were elected members for purposes of the Ethics Code.
Section 1112 of the Code prohibits a public servant from participating in a transaction with his governmental entity in which an employer, or person in which the public servant serves as an officer has a substantial economic interest.
Section 1113 of the Code prohibits a public servant or legal entity in which he has a controlling interest from entering into a transaction that is under the supervision of the agency of the public servant.
Section 1120 of the Code provides that any elected official, who is required to vote on a matter in violation of Section 1112 of the Code, must recuse himself from voting. The elected official is not prohibited from participating in discussion and debate concerning the matter provided that he verbally discloses the nature of the conflict or potential conflict during his participation in the discussion or debate prior to any vote being taken. Section 1111C(2)(d) of the Code prohibits a public servant from accepting anything of economic value for services rendered from a person that has a business, financial, or contractual relationship with the agency of the public servant.
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Adopt the proposed advisory opinion.
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| Assigned Attorney: |
Aneatra Boykin |
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