Venture Briefing: Join The Crowd: SEC Adopts Final Crowdfunding Rules Venture Briefing: Join The Crowd: SEC Adopts Final Crowdfunding Rules

Venture Briefing: Join The Crowd: SEC Adopts Final Crowdfunding Rules

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Several Factors Leading to Growth in PE-Backed Mega Deals
U.S. buyout firms are spending more than they have since the period pre-dating the global financial crisis, so what is driving the growth of larger PE-backed deals, and what are the implications for strategic buyers? Large amounts of private equity capital available for deals, low interest rates and activists pushing for carve-outs and takeovers are contributing to more and larger PE-backed deals.
(Source:, 2015-10-28) Read the full article
S&P Warns Credit Risks Rising for Leveraged Buyout Market
Standard & Poor's has issued a warning about the leveraged buyout market, saying credit risks are rising as private equity firms ramp up deals to levels not seen since the boom of 2005 to 2007. The LBO market has been relatively sluggish over the past couple of years amid increased regulation and rising equity valuations, especially when compared to the robust market for strategic mergers and acquisitions.
(Source:, 2015-11-04) Read the full article
Survey Finds Dealmakers Think Thriving M&A Can't Be Sustained
Although the mergers & acquisitions market is on a pace to exceed $3 trillion in worldwide deal value in 2015 -- its best year since 2007 -- some leading U.S. dealmakers are beginning to doubt if that pace is sustainable, according to research from law firm Dykema Gossett. According to Dykema's 11th Annual M&A Outlook Survey, only 37 percent of respondents said they believed the M&A market would strengthen in the next 12 months, down from 59 percent in 2014.
(Source: Multi Channel News, 2015-11-02) Read the full article
Provision Would Allow IRS to Audit Large Partnerships More Easily
The Internal Revenue Service would have an easier time auditing large partnerships, including private-equity firms and hedge funds, under a provision in the bipartisan budget deal. The proposal, built on ideas from both parties, would revamp a 33-year-old law that sets the rules for partnership audits and requires the IRS to pass additional taxes to each of the partners.
(Source: MarketWatch, 2015-10-27) Read the full article
New SEC Rules Expected to Boost Crowdfunding Platforms
On October 30, 2015, federal regulators finalized crowdfunding rules under the JOBS Act, giving issuers access to a much larger group of investors -- but under certain conditions. Companies will be able to gather up to $1 million in crowdfunding cash per year without registering with the Securities and Exchange Commission.
(Source:, 2015-11-02) Read the full article
Trademark Suits Becoming More Frequent as Businesses Protect Their IP
When Payam Tabibian sketched his idea for a hamburger restaurant name and logo on a napkin a decade ago, he never thought that his distinctive Z-Burger trademark would be at the center of a legal fight. But when Mr. Tabibian fell out with his partners last year, they wound up in court, wrangling over control of the Z-Burger name and trademarks.
(Source: The New York Times, 2015-10-28) Read the full article
SBA Backed Record $23.6B in Small Business Loans in 2015, Up 23%
The Small Business Administration backed a record $23.6 billion in loans to small businesses through its flagship 7(a) program in fiscal 2015, which ended Sept. 30. That's up 23 percent from a year ago.
(Source: The Business Journals Digital Network, 2015-11-02) Read the full article
Silicon Valley Still Reigns Supreme for Venture Capital Deals
Over the past 30 years, policymakers from around the United States have spent countless hours and numerous dollars on programs, policies, and incentives to create venture-capital clusters and to stimulate investments in their cities and regions. The end result of their efforts? Venture-capital investment activity is more concentrated in Silicon Valley today than it was in the late 1980s, when personal computers were all the rage, Mark Zuckerberg was but a toddler, and the web browser hadn't yet been invented.
(Source:, 2015-11-02) Read the full article
1000 Angels Aims to Match Investors with Technology Entrepreneurs
New York-based Onevest launched 1000 Angels, an online platform that matches accredited investors with entrepreneurs who need money to grow their technology startups. The site claims to be the world's largest digital-first, invitation-only investor network that allows members to build their own portfolios of venture capital investments -- minus the typical two percent management fees, 20 percent carried interest, and unpredictable capital calls that drag down returns.
(Source: Financial Advisor, 2015-11-06) Read the full article
Startups Seek More Altruistic Alternatives to Going Public
For most private companies backed by venture capital or financial sponsors, there are two obvious paths to an exit -- sell, or go public as a traditional for-profit corporation -- but a small and growing number of companies are pursuing other alternatives. Some are committing to staying private indefinitely, while others are going public but with a commitment to high ethical and environmental standards.
(Source: The New York Times, 2015-11-04) Read the full article
Join The Crowd: SEC Adopts Final Crowdfunding Rules
Timothy J. Capen

Over 3½ years after Title III of the JOBS Act created a federal exemption under the securities laws permitting securities-based crowdfunding transactions, on October 30, 2015 the SEC adopted final rules implementing the exemption and setting the stage for these crowdfunding offerings to take place once the rules become effective 180 days after they are published in the Federal Register. Read full story online.


By The Numbers

As a whole, the $2.8 trillion [hedge fund] industry rebounded to a 1.8 percent gain in October, according to numbers released Friday by tracking group HFR, which gauges performance through its Fund Weighted Composite Index. The bad news for the industry is that the returns badly trailed the broader stock market, where the S&P 500 gained about 8.3 percent for the month. But the good news is that the HFR index is now positive for the year, albeit barely by 0.03 percent.
Source: CNBC - Hedge funds stage a rebound in October


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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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Timothy Capen
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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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