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     March 21, 2012

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SEC Investigates Pre-Trading of IPO Shares

They've been some of the most coveted investments of recent years -- pre-IPO shares of technology companies such as Facebook and Twitter -- and the demand for them has spurred the emergence of a hot new private marketplace, but some investors in that market have been duped, the Securities and Exchange Commission said. In a series of enforcement actions, the SEC spotlighted hazards on stock trading's new frontier.

(Source: The Washington Post (free reg. req'd), 2012-03-14)

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Entrepreneurs Seek Local Partnerships to Boost V.C. Interest

Dan Salcedo left Chicago last year for Silicon Valley to take a three-month course in launching a technology business, but the entrepreneur plans to return to Chicago this spring as a member of a growing group of tech founders drawn to the city's brewing start-up scene. Mr. Salcedo aims to launch a social-network-based online shopping business.

(Source: The Wall Street Journal, 2012-03-16)

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JOBS Act Would Help Small Companies Raise Money from Investors

A decade after the dot-com bubble popped and Enron became synonymous with spectacular fraud, Congress is on the verge of scrapping numerous safeguards against investment fraud and allowing some small companies to sell stock to the public with minimal disclosure or oversight. The JOBS Act, whose acronym stands for Jump-start Our Business Start-ups, intends to make it easier for emerging companies to raise money and court investors.

(Source: The New York Times, 2012-03-19)

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Start-Ups Find Crazy Ways to Compete for Venture Capital Funding

Among Internet start-ups, South by Southwest's 19-year-old "interactive" festival is a traditional launch pad, having given a boost to current stars Twitter, Foursquare Labs and Airbnb. But the dot-com rat race is becoming a circus.

(Source: The Wall Street Journal, 2012-03-14)

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New SBA Size Limits to Affect Over 8,000 Businesses

More than 8,000 businesses will make the transition from "other than small" to "small," thanks to new Small Business Administration size limits for the Professional, Technical, and Scientific Services sector. The consequences? Under the revised standards for the sector, newly defined small businesses would get an added $15 million to $20 million in federal loans through the 7(a) and 504 loan programs.

(Source: CFO.com, 2012-03-09)

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Legislation Could Help Small Companies Offer Retirement Plans

Many small-business owners say that they want to offer their workers a retirement plan but obstacles are holding them back. A Senate panel said it would introduce legislation to help address the problem.

(Source: USA Today (free reg. req'd), 2012-03-07)

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Africa Becoming Hot Spot for Private Equity Interest

Private equity is set to ramp up investment in Sub-Saharan Africa, as demand from a growing middle class for iPads, Nike sneakers and fast food adds to the region's traditional attraction as a continent of rich natural resources. Africa has 10 percent of the world's oil, as much as 90 percent of its platinum group metals and 60 percent of the world's uncultivated arable land, but an emerging middle class with growing disposable income has grabbed the attention of a range of investors from global buyout giants such as Carlyle Group to rock star and humanitarian Bob Geldof.

(Source: MarketWatch (free reg. req'd), 2012-03-07)

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Lawmakers Worried Patents Could be Used to Harm Competition

As companies battle over control of the technology used in some of the hottest devices and websites, leaders of the Senate Judiciary Committee say they fear patents could be used to stifle competition. Rather than resolving patent disputes in court, some companies may use trade laws to inappropriately block other companies' patents, Judiciary Chairman Patrick Leahy, D-Vt., and Judiciary Antitrust Subcommittee Chairman Herb Kohl, D-Wisc., said in a letter to the Justice Department.

(Source: National Journal, 2012-03-15)

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Small Businesses Face Copyright Challenges from Chinese Companies

SylvanSport founder Thomas Dempsey learned last summer that a product similar to one he'd patented was being made in China when a customer sent him a link to a Chinese company's website. It was the beginning of what would be a nightmare for any small-business owner.

(Source: USA Today (free reg. req'd), 2012-03-18)

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Michigan Court of Appeals Decision Rules When a Non-Recourse Guaranty Can Become Recourse

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Richard A. Barnhart

The Michigan Court of Appeals recently decided a case that should be of interest to lenders and borrowers alike, particularly those who are parties to CMBS financings with separateness covenants and limited recourse provisions. In Wells Fargo Bank, N.A. v. Cherryland Mall Limited Partnership, et al. (Mich. App. December 27, 2011), the Court affirmed a trial court’s holding that a guarantor was liable for the entire post-foreclosure loan deficiency because the insolvency of the borrower violated its single purpose entity (SPE) status, thereby triggering recourse under the guaranty.

Read full article online.

Crisis Management: Preparing for the Unexpected

A workplace accident resulting in fatality. A mass exodus of key employees. A flood. A tornado.

A crisis can hit any business. At any time.

How does one prepare for the unexpected?

While one cannot predict the nature or timing of a crisis, each business can develop a crisis management plan, which will serve as the framework for dealing with a crisis when one arises.

Read full article online.

PATENTS IN TIARAS

The United States Patent and Trademark Office (USPTO) announced on Feb. 8, 2012 that a new competition has been launched to allow patent owners and licensees to pageant their technology in front of a panel of judges for the chance to win a “special” prize. This voluntary competition, known as Patents for Humanity, is a twelve-month pilot program designed to reward patents that address public health or quality of life issues faced by an impoverished population. Applications will be accepted from March 1, 2012, through August 31, 2012. The judges will be selected from researchers in academia with backgrounds in the sciences and public policy to review the applications on humanitarian technology.

Read full article online.

By The Numbers

Only 52 venture-backed companies went public in 2011, down from 75 in 2010, according to the National Venture Capital Association.

Source: CFO Magazine

Private Equity and Venture
Services Group

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.

 

This publication is intended for general information purposes only and does not and is not intended to constitute legal advice.  The reader must consult with legal counsel to determine how laws or decisions discussed herein apply to the reader's specific circumstances.

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