Venture Briefing: Continuing Director Change of Control Provisions Venture Briefing: Continuing Director Change of Control Provisions

Venture Briefing: Continuing Director Change of Control Provisions

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Researchers Say JOBS Act Boosting Small Company IPOs
Small companies are filing for initial public offerings at a quickened pace, and researchers at the University of Buffalo who track the trend say Congress is to thank for passing the Jump-start Our Business Startups Act, or JOBS Act. In April of 2012, Congress passed the JOBS Act to create an "IPO on-ramp" that would remove a few barriers to going public for new companies with less than $1 billion in annual revenue.
(Source: International Business Times, 2015-01-29) Read the full article
Corporate Venture Placed Record $5.4B into Startup Firms During 2014
Corporations are increasingly backing startups, setting a record for venture capital with $5.4 billion invested in 775 deals in 2014, the most since 2000, according to newly released data from the National Venture Capital Association. Nearly 18 percent of all venture deals in 2014 had participation from corporations and they accounted for 11 percent of total venture dollars invested, the greatest percentage seen since 2000.
(Source: Fox Business, 2015-01-29) Read the full article
Court Rules Board Members Can Be Liable for Poorly Run Companies
A decision from U.S Court of Appeals in Philadelphia provides good reason for directors to resign from poorly managed companies to avoid personal liability, even if someone else is making the mistakes. The case indirectly stands for the proposition that board members can be liable for not firing incompetent managers.
(Source: Insurance Journal, 2015-01-28) Read the full article
Lawmakers Push Legislation to Ease Rules for Small Businesses
Republicans in Congress are pushing legislation that would give federal regulators a taste of their own medicine, so to speak, requiring agencies to jump through a few extra hoops before implementing new rules that could harm small businesses. The House Judiciary Committee approved the so-called Regulatory Flexibility Improvements Act, which would require federal agencies to identify and consider the indirect consequences of proposed regulation on small businesses, not merely direct consequences.
(Source: The Washington Post (free reg. req'd), 2015-01-29) Read the full article
Survey Finds Corporate Audit Committees Feeling Overworked
Corporate audit committees "can't do it all," but they are increasingly asked to do so, according to a KPMG survey of 1,500 audit committee members. The annual survey cited the increasing difficulty of audit committees being asked to oversee major risks such as cyber security; a growing myriad of global compliance requirements and political risks; and challenges in financial reporting.
(Source:, 2015-01-30) Read the full article
Tougher Leveraged-Lending Guidance Tempering Private Equity M&A
Stricter enforcement of leveraged-lending guidance by U.S. bank regulators is making private-equity firms less competitive in M&A processes, according to corporate America. In an earnings call, Danaher Corp.’s CEO Thomas Patrick Joyce said he is seeing a favorable impact from restrictions being put on private equity around leverage.
(Source: The Wall Street Journal, 2015-01-28) Read the full article
Dodd-Frank 'Clawback' Provision Could Adversely Impact Investors
The benefits of the Dodd-Frank Act provision allowing "clawbacks" of incentive compensation paid to corporate executives may come with an unintended consequence that is adverse to investors, according to a new study. The U.S. Securities and Exchange Commission has yet to implement the clawback mandate but many companies have voluntarily enabled or required themselves to implement clawback policies as a way of increasing investor confidence in financial reports.
(Source:, 2015-01-21) Read the full article
Survey Finds P.E. Executives Expecting to Slow Pace of Deals
High valuations of businesses and the prospect of rising interest rates finally had an impact on the confidence of private equity firm executives, according to a new survey that shows PE professionals are expecting the pace of deals to slow down this year. More than 40 percent of 125 senior executives responding to the survey sponsored by consulting firm BDO USA reported closing more than five deals in 2014, but eight percent expect to do so in the next 12 months.
(Source: The Wall Street Journal, 2015-01-27) Read the full article
Continuing Director Change of Control Provisions


John Lawlor

Credit agreements and indentures frequently include a provision that allows lenders to put (or accelerate) their debt upon the occurrence of a “change of control” of the borrower. For public company borrowers, “change of control” is frequently defined to include a provision that a change of control occurs when “continuing directors” cease to constitute a majority of the board of directors of the borrower. Read full article online.


By The Numbers

A TechCrunch report, which analyzes CrunchBase data, revealed that 10 percent of the U.S. startups that raised Series A rounds in 2014 were founded by women—double the percentage in 2013.
Source: BostInno


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 Business Group.

Anthony Aaron
Haley Altman
Jennifer Andres
James Banister
Richard Barnhart
Samuel Beavers
Edward Braum
Elizabeth Brier
Jessica Brown
Kristine Camron
Timothy Capen
Joshua Christie
Ryanne Bush Dent
Dustin DuBois
Stephen Edwards
Michael P. Farrell
Jasmin N. French
Harry Gonso
Eric Goodman
Jon Groff
Stephen Hackman
David Hight
Steven Humke
Michael Jordan
Josef Keglewitsch
Patrick Kennedy
John Lawlor
Dean Leffelman
Chris Michael
Laurie Miller
Michael Millikan
Brent Mosby
Robert Ouellette
Thomas Pampush
Matthew Servies
Brittney Sharp
Brent Showalter
Scott Snively
Dale Stackhouse
John Thornburgh
Richard Thrapp
Kristina Tridico




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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