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The Internal
Revenue Service, moving aggressively to collect more taxes from
small businesses, is telling companies being audited to turn over
exact copies of the electronic records kept in their
business-software programs, according to a letter from an agency
official to the American Institute of CPAs. The accounting group
fears this will force small businesses to turn over customer lists,
personnel data, confidential client information and other unrelated
information often contained in the off-the-shelf software programs
many businesses use to manage all aspects of their finances.
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(Source: The Wall Street
Journal, 2011-05-26)
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A federal
judge in Virginia has declared unconstitutional a century-old law
banning political contributions from corporations, a ruling that,
if upheld, could have major implications for the rules governing
campaign fund-raising and spending. But while the ruling addressed
one of the biggest issues in the ideological and partisan battle over
regulating campaign donations -- a question likely to be taken up
at some point by the Supreme Court -- the circumstances of the case
left unclear how much practical and legal effect it would have.
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(Source: The New York
Times, 2011-05-27)
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Whistle-blowers
who report corporate fraud or other misconduct to the government
could receive sizable cash awards under new rules adopted by
federal regulators. Tipsters would be eligible if they give the
Securities and Exchange Commission information that leads to an
enforcement action resulting in more than $1 million in penalties.
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(Source: USA Today (free
reg. req'd), 2011-05-26)
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Regulators
are evaluating whether the 500-shareholder threshold is a deterrent
to companies' ability to access capital. At a hearing before the
House Committee on Oversight and Government Reform on the dearth of
initial public offerings, chairman Darrell Issa
(R-Calif.) said his concern isn't with the Facebooks
of the world but with the smaller, privately held companies on
track for an eventual IPO that need significant funding to grow in
the meantime.
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(Source: CFO.com,
2011-05-17)
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Abbott
Laboratories won a U.S. appeals court ruling that will make it
harder for companies to block inventors from enforcing their
intellectual property rights because of potential misconduct in
obtaining the patent. The ruling tightens standards for
"finding both intent and materiality" in determining
inequitable conduct before the U.S. Patent and Trademark Office,
Chief Judge Randall Rader wrote in an opinion by the U.S. Court of
Appeals for the Federal Circuit in Washington.
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(Source: Bloomberg,
2011-05-25)
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Sen. Ron
Wyden (D-Ore.) said he is placing a hold on the controversial
online piracy bill passed by the Senate Judiciary Committee that
would expand the government's authority to seize websites that link
to pirated or counterfeit content. The Preventing Real Online
Threats to Economic Creativity and Theft of Intellectual Property Act,
or PROTECT IP Act, is strongly supported by the music, film,
software, gaming and publishing industries, which lose billions of
dollars in revenue each year to online piracy.
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(Source: The Hill,
2011-05-26)
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Private
equity firms are exiting a spurt of buyout-boom era deals and
paying dividends back to long-suffering investors, turning paper
profits into real cash distributions. After a long period of not
being able to sell or take investments public, the window is now
open for buyout firms to clear the large backlog of companies bought
years ago and distribute the proceeds to limited partners -- the
pension and endowment funds which put money into their funds.
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(Source: Reuters,
2011-05-27)
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The number
of active U.S. venture firms continued its steady decline in 2010
despite the boom in technology investing. A total of 844 venture
firms or corporate venture groups made a least one investment last
year, a 4.7 percent drop from 2009, according to an analysis by VentureSource, an industry tracker owned by Dow
Jones & Co.
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(Source: The Wall Street
Journal, 2011-05-27)
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U.S. venture
capital firms are looking at Canadian markets as venues to list
their portfolio companies in areas ranging from clean technologies
to life sciences, a leading exchange official said. TSX Venture Exchange President John McCoach told Reuters that of the 138 companies
that have gone public on Toronto's two exchanges this year, across
sectors, eight were sourced out of the United States.
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(Source: Reuters,
2011-05-27)
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In what
might be a lagging indicator of recession-spawned misdeeds, the
percentage of reported corporate frauds compared with all other
reported incidents increased to 20.3 percent in the first quarter
of 2011, a rise of more than 60 basis points from the previous
quarter, according to data from 1,000 organizations worldwide. Of
the 30,000 ethics-and-compliance-related reports from people at
those organizations in the first quarter, more than 6,100 concerned
accounting or auditing irregularities, embezzlement, kickbacks, and
other forms of fraud.
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(Source: CFO.com,
2011-05-24)
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A Case of the Mondays
An article in the June 2011 issue of Mergers &
Acquisitions found a trend in merger announcements taking place on
Mondays. Recent examples include AT&T's acquisition of T-Mobile:
announced on a Monday. Bechman Coulter's sale
to Danaher: also a Monday as well as Duke Energy's merger with
Progress, DuPont's acquisition of Danisco and
Teva's purchase of Cephalon.
According to the article, "those who track M&A
know that it's not just the larger transactions, either, as both
small-market and mid-market deals also pile up. But 'Merger Mondays'
aren't just some coincidence in which major deals happen to randomly
fall on the first day of the week."
According to Steve Hackman, a partner in Ice Miller's business group, M&A deals tend to be complex, there are always
last minute negotiations and having finalizing the terms of the deal is
a significant advantage. This is especially true, according to Hackman,
for publicly-traded companies who can work over a weekend to complete
an acquisition without the added pressure to announce the transaction
when the trading markets are open or who are concerned about leaks
regarding sensitive deal activity.
In the M&A world, Monday's
aren't so blue!
Source: Mergers & Acquisitions, June 2011
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Venture capitalists invested $5.9 billion in 736 deals in
the first quarter of 2011, according to the MoneyTree™
Report from PricewaterhouseCoopers LLP (PwC) and the National Venture
Capital Association (NVCA), based on data
provided by Thomson Reuters. Quarterly investment activity increased 5
percent in terms of dollars but fell 11 percent in number of deals
compared to the fourth quarter of 2010 when $5.6 billion was invested
in 827 deals.
Source: The MoneyTree™ Report by
PricewaterhouseCoopers and the National Venture Capital Association
based on data from Thomson Reuters
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June
June 4 -
The Children's Museum of Indianapolis Treasures of the Earth Gala
June 6 - Vera Bradley Golf Classic
June 10 - Indianapolis Zoo's Zoobilation
June 15 - CEO Survey Event
June 22 - Indianapolis Bar Association's Women and Law Division
Summer Reception
June 27,28 - Eiteljorg Museum's Indian
Market and Festival
June 29 - TechPoint's Measured
Marketing Roundtable
July
July
20 - Office of Energy Development's WIndiana
July 21 - Fever's Inspiring Women Night
July 21 - ACG Indiana's 8th Annual
Golf Outing
July 27 - Indiana Chamber's Wage and Hour Seminar
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Ice Miller has been one of the most active law firms in
the private equity industry over the last decade, representing both
entrepreneurs building great companies and the private equity firms and
individuals that invest in them. We have extensive experience with all types
of funds (formations and operations); mezzanine and senior secured
financing; leveraged buyouts, roll-ups, build-ups, and consolidations;
divestitures and exits; and complex litigation on behalf of investors
and privately financed companies. In addition, over the past 10 years,
Ice Miller has represented hundreds of emerging growth businesses in
various industries on such matters as entity formation, capitalization,
capital raising, alternative financing, intellectual property rights
and protection, growth and exit strategies, corporate governance, tax
matters, and many other legal issues that are critical to the growth
and success of an emerging company.
Read the complete profile of the Private Equity and Venture Services Group.
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