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Venture Briefing: November 15, 2017 Venture Briefing: November 15, 2017

Venture Briefing: November 15, 2017

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Despite Slow Start, 2017 Shaping Up to See Rise in Mega-Deals
Corporate boardrooms of the US' largest companies have worked up an appetite for mega-deals in the back half of 2017. Eight deals or attempted deals valued at more than $10 billion a piece -- and a combined value of $245 billion -- have been announced so far since July, already dwarfing the front half of the year with seven weeks yet to go.
(Source: Business Insider, 2017-11-11) Read the full article
Number of Failed M&A Hit Eight-Year High 7.2% in 2016
The proportion of announced mergers and acquisitions globally that failed to close was up for a third consecutive year in 2016, reaching an eight-year high, the highest level since 2008. At 7.2 percent, it was the fourth-highest level of failed deal activity in a 25-year period examined in a new study by City University of London's Cass Business School, trailing only 1992, 2008, and 1993.
(Source:, 2017-11-07) Read the full article
Firms Offer Retention Bonuses to Keep Key Employees During M&A
In Willis Towers Watson's 2017 Global M&A Retention Study, 80 percent of the respondents said that talent retention agreements helped keep employees on board during their organization's acquisition or merger. The study examined retention agreements' use, structure, and effectiveness during M&As, with a focus on the financial sections in the agreements.
(Source: HR Dive, 2017-11-02) Read the full article
House Bill Preserves Venture Capital Carried Interest Tax Break
The House tax bill has something for VCs (and private equity folks, and hedge fund managers) to celebrate: it doesn't touch the carried interest tax break that both Donald Trump and Hillary Clinton vowed to do away with on the campaign trail last year. Carried interest is the percentage of a fund's profit -- usually a 20 percent share but sometimes up to 30 percent for top firms -- that's paid to firms' institutional investors.
(Source: Tech Crunch, 2017-11-02) Read the full article
Study Claims SEC Audit Committee Rule Has No Benefit
With the perennial issue of regulatory reform gaining renewed impetus from the Trump administration, some new research suggests a potential target: the Securities and Exchange Commission's mandate spelling out the basic composition of audit committees. Now, a study in The Accounting Review, a journal of the American Accounting Association, concludes that the 18-year-old rule (which was largely integrated into the Sarbanes-Oxley Act of 2002) has provided no discernible benefit for investors.
(Source:, 2017-11-01) Read the full article
In Wake of Harassment Scandals, Firms Boost EPLI Coverage
Companies have dramatically increased their insurance coverage against sexual harassment complaints in recent years following high-profile scandals, as corporate America reckons with the growing risks of workplace misconduct. Employment practices liability insurance (EPLI) plans, which cover sexual harassment, racial discrimination, and wrongful-firing claims, have spread rapidly over the past decade from major corporations to midsize and smaller firms, industry experts say.
(Source: The Washington Post (free reg. req'd), 2017-11-03) Read the full article
SEC Says Celebrities Endorsing Virtual Money May Be Breaking Laws
The Securities and Exchange Commission took a first step to head off the recent trend of celebrities endorsing new virtual currencies, warning that they could be breaking laws. Entrepreneurs have been issuing the digital currencies through so-called initial coin offerings, or I.C.O.s, which have become a hot but largely unregulated method of fund-raising for technology projects.
(Source: The New York Times, 2017-11-01) Read the full article
FINRA Has Now Approved 34 Crowdfunding Platforms
There are now 34 FINRA approved crowdfunding platforms leveraging Title III of the JOBS Act, widely called Reg CF. The number of Reg CF portals is inching higher having added five approved platforms since this past summer.
(Source: Crowdfund Insider, 2017-11-12) Read the full article
Female V.C.s Launch Networking Initiative to Help Women Compete
The female investors of venture capital are expanding their dinner party, so to speak. Jess Lee, the former CEO of fashion shopping site Polyvore who was named Sequoia Capital's first U.S. female investing partner last year, is unveiling a networking initiative for female company founders.
(Source: Fortune, 2017-11-13) Read the full article
Board of Director Positions Highly Sought After
Competition is fierce for the relatively small number of roles compared to potential candidates. With so few board seats opening every year, and with a strong preference toward for-profit CEOs to fill the open roles, it is a real challenge to get through the boardroom door.
(Source: The Business Journals Digital Network, 2017-11-01) Read the full article
Improvements in U.S. EPA’s Superfund Program

Amidst all of the debate and rancor over the U.S. Environmental Protection Agency’s (EPA) reversals on climate change programs and the “waters of the United States” rule under the new administration, EPA rather quietly announced the recommendations of a task force for improvements to the Superfund program. 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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Anthony Aaron
Fitz Angrand
James Banister
Richard Barnhart
Samuel Beavers
Christopher Bordoni
Edward Braum
Adam Calisoff
Kristine Camron
Timothy Capen
Joshua Christie
Ryanne Bush Dent
Jack Dillon
Dustin DuBois
Stephen Edwards
Michael P. Farrell
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Harry Gonso
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Chris Michael
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Audrey Schricker
Matthew Servies
Brent Showalter
Scott Snively
Dale Stackhouse
Emily Storm-Smith
Chase Stuart
John Thornburgh
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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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