Venture Briefing: New York Court Vindicates Independence Principle and Construes Letter of Credit Ag Venture Briefing: New York Court Vindicates Independence Principle and Construes Letter of Credit Ag

Venture Briefing: New York Court Vindicates Independence Principle and Construes Letter of Credit Against Issuer

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M&A Frenzy Expected to Continue as Economic Confidence Returns
Appetite for mergers and acquisitions is at the highest level since 2010 amid increasing confidence in an economic recovery, according to a survey by consultancy EY. The firm's bi-annual Global Capital Confidence Barometer, which surveys more than 1,600 executives in 54 countries, found that more than half of companies plan to carry out acquisitions in the next 12 months.
(Source: Bloomberg, 2015-04-12) Read the full article
First Quarter Venture-Backed IPOs, Mergers Declined 54 Percent
After a strong 2014, exits for venture-backed startups cooled significantly during the first three months of this year, according to the latest report from the National Venture Capital Association and Thomson Reuters. The quarter had 17 IPOs of venture-backed companies that raised $1.4 billion, down 54 percent by number of IPOs and a 58 percent decrease in the amount raised.
(Source: Venture Beat, 2015-04-06) Read the full article
V.C. Firms Raise Millions for Direct Stake in Single Startups
Silicon Valley insiders are taking advantage of soaring values for technology startups by creating a potentially lucrative side business. Venture-capital firms such as Andreessen Horowitz and FirstMark Capital, along with a cast of prominent entrepreneurs and executives, have each raised tens of millions of dollars for impromptu funds that take a direct stake in a single startup.
(Source: The Wall Street Journal, 2015-04-02) Read the full article
States Seek Ways to Boost Crowdfunding Efforts
With more competition for venture capital funding, equity crowdfunding is getting more attention. Congress approved a law creating a federal framework for equity crowdfunding.
(Source: NPR, 2015-04-06) Read the full article
Startups Use Simple Agreement for Future Equity to Raise Funds
When a young Boston entrepreneur sought half-a-million dollars to launch his startup last fall, he turned his back on today's usual tactics, such as selling equity stakes or issuing convertible notes. Instead, Vinayak Ranade opted to use a largely untested way for entrepreneurs to raise funds known as a Simple Agreement for Future Equity.
(Source: The Wall Street Journal, 2015-04-01) Read the full article
Study Finds Accounting-Driven Class-Action Suits Increasing
Now that securities litigation related to the 2008 financial crisis has largely petered out, accounting-driven class-action suits based on regulatory enforcement actions are on the rise, according to PwC's 2014 Securities Litigation Study. There were 53 accounting-driven cases filed last year, representing 31 percent of all federal securities class-action cases filed during the year, according to the report.
(Source:, 2015-04-10) Read the full article
SEC Penalizes Firm Over 'Restrictive' Confidentiality Agreements
A sound that delights regulators and strikes fear in corporations -- employees' blowing the whistle on wrongdoing -- is poised to become louder. The Securities and Exchange Commission penalized the technology and engineering firm KBR for forcing employees to sign "restrictive" confidentiality agreements, the regulator's first such action against a company suspected of stifling potential whistle-blowers.
(Source: The New York Times, 2015-04-01) Read the full article
Small Business Owners Say Taxes Having Big Impact on Operations
Two-thirds of U.S. small-business owners say federal taxes have a significant-to-moderate impact on their day-to-day operations and one-third are spending more than 80 hours a year on complying with their tax obligations, according to the National Small Business Association. With the tax filing deadline looming, NSBA said in its 2015 Small Business Taxation Survey that "small-business owners across the country are united in the stress and frustration associated with the countless hours and mountains of paperwork required just to file their taxes."
(Source:, 2015-04-10) Read the full article
Venture Capitalists Pouring Funds into Ailing Health Care System
Venture capitalists are on a mission to heal the ailing U.S. health care system, and big data might just be the right prescription. Investors have backed 55 startups since 2011 in an effort to bring the health insurance market up to speed with current consumer expectation, and lately they're picking up the pace.
(Source: Tech Crunch, 2015-04-09) Read the full article
4 in 10 Small Businesses Likely to See Property, Liability Claim
Four out of 10 small businesses are likely to experience a property or general liability claim in the next 10 years, according to an analysis of The Hartford's small business claims. Topping the list for the most common claim is burglary and theft; however, the most costly claim for a small business is reputational harm, which includes libel, slander and violation of privacy.
(Source: Insurance Journal, 2015-04-09) Read the full article
New York Court Vindicates Independence Principle and Construes Letter of Credit Against Issuer
John Lawlor

Many consider standby letters of credit to be the gold standard of third-party credit support documents. Among the reasons this is so are that the payment obligations of the issuer are not subject to the same sorts of defenses that a guaranty is subject to. Read full article online.


Enforcing Confidentiality Policies: Are There Any Secrets?
Michael A. Blickman

Two federal agencies, the National Labor Relations Board and the Securities and Exchange Commission, engaged in recent actions that, while unrelated to one another, will require every employer to take a closer look at employee handbooks, employment agreements, severance/separation agreements, corporate compliance and ethics programs, media policies...yes, just about every employee-related document dealing with confidentiality. Read full article online.


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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.

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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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