Venture Briefing: November 2, 2016 Venture Briefing: November 2, 2016

Venture Briefing: November 2, 2016

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SEC Updates Rules on Intrastate Securities Offerings
The U.S. Securities and Exchange Commission has updated its rules on intrastate offerings of securities to allow issuers to solicit financing outside of their states while still avoiding the burdens of federal registration. The commission acted in response to concerns that its Rule 147 was out of sync with modern finance practices such as "crowdfunding" over the internet.
(Source:, 2016-10-28) Read the full article
October Merger and Acquisition Activity Hits Near-Record Levels
It's been a good month for mergers and acquisitions. Low interest rates and better growth prospects are spurring companies to either fuse together or snap each other up -- making the value of U.S. M&A deals, announced this October, the second-largest month ever recorded.
(Source: CNBC, 2016-10-31) Read the full article
Small Business Borrowing Declined in September, Data Shows
Borrowing by small U.S. firms slipped in September, and the percentage of firms late on repaying existing loans rose to its highest in nearly four years, data released on November 1 showed. The Thomson Reuters/PayNet Small Business Lending Index fell to 128.9 from a downwardly revised 132.8 in August.
(Source: Reuters, 2016-11-01) Read the full article
Decline in Late-Stage Funding Has Big Firms Considering IPOs
It looks like unicorns are going to have to learn to stand on their own four feet. The third-quarter funding numbers are starting to come out, even though everyone who's collecting the data expects some more info to trickle in over the next few weeks. But the consensus is clear: early-stage funding, while a small percentage of the total, is holding steady.
(Source: Inc., 2016-10-31) Read the full article
NLRB Questions Hedge Fund Company's Confidentiality Agreements
On Wall Street, moneymaking companies have long relied on confidentiality agreements to prevent employees from divulging their secrets. But now the nation's labor board has challenged some provisions in the contracts that Bridgewater Associates, the world's biggest hedge fund firm, requires each full-time employee to sign. The unusual action is calling into question longstanding practices and prompting some companies to re-examine their employment agreements.
(Source: The New York Times, 2016-10-17) Read the full article
SEC Spells Out New Executive Pay Ratio Disclosure Requirement
The U.S. Securities and Exchange Commission has clarified what data companies can use to comply with its new rule requiring disclosure of the relationship between executive pay and performance. Part of the Dodd-Frank law's disclosure package involving executive pay, the pay-for-performance proposal requires, among other things, that public companies disclose the ratio of the CEO's annual total compensation to the median annual total compensation of all other employees.
(Source:, 2016-10-24) Read the full article
Expert Tells Entrepreneurs How to Get a Positive Response from a VC
Pulling off a successful pitch and actually getting an investment from a venture capital firm is a huge feat. While the pace of venture capital investing remains strong -- the second quarter of 2016 marked the 10th consecutive quarter in which VCs invested more than $10 billion -- as an entrepreneur, the odds are stacked against you.
(Source: Fortune, 2016-10-26) Read the full article
P.E. Cash Reserves at 10-Year High, V.C. Funds Saw 20% Increase
Cash reserves held by private equity managers, or dry powder, reached a 10-year high at the end of the third quarter, according to data provided by Preqin. Venture capital funds saw the largest increase, 20 percent, since the end of 2015, followed by buyout funds.
(Source: Pensions & Investments, 2016-10-25) Read the full article
SOX Adoption Reduces Earnings Restatements, Study Finds
The Sarbanes Oxley (SOX) Act of 2002 was passed following the WorldCom and Enron accounting scandals with the intent of lowering the prevalence of financial misconduct. A new study shows that when senior financial officers adopt a code of ethics the number of earnings restatements often associated with financial mismanagement are reduced.
(Source: Phys Org, 2016-10-24) Read the full article
Records Show SEC Stands Together When Taking Companies to Court
The U.S. Securities and Exchange Commission has released a collection of internal voting records, long held secret, that reveal it to be less divided than is commonly thought. The new data reveals that the agency's commissioners vote unanimously almost every time they take companies and executives to federal court, in contrast to the public and sometimes bitter disagreements they exhibit when debating regulatory matters.
(Source: Reuters, 2016-10-27) Read the full article
Connect With Our Dealmakers at Opus Connect's New York City Chapter Event
Thomas Kesoglou Christopher Bordoni Chase Stuart

Ice Miller is proud to host the New York City Chapter of Opus Connect on Wednesday, November 16, 2016. This month's topic will be: The Independent Sponsor’s Learning Curve. We would be delighted for you to join us. Register here.


Recent Cyberattack Highlights Vulnerabilities of the Internet of Things

On Friday, October 21, 2016, Dyn was the focus of a distributed denial of service (DDoS) attack designed to render its external domain name services unavailable. This service was used by many popular websites, such as Twitter, Spotify, and Amazon, for domain name resolution, which resulted in these websites being intermittently unavailable throughout the duration of the attack. Many of the ten million distinct IP addresses that conducted the attack were associated with hacked connected devices – the Internet of Things (“IoT”) – which includes baby monitors, webcams and security cameras connected to the internet. Read full article online.


By The Numbers

The percentage of women who are angel investors has increased from about 5 percent in 2004 to about 25 percent last year, the Kauffman Foundation said, citing research from the Center for Venture Research at the University of New Hampshire.
Source: The Washington Post - Get Started: More women investing in small businesses


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.

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Anthony Aaron
Fitz Angrand
James Banister
Richard Barnhart
Samuel Beavers
Christopher Bordoni
Edward Braum
Elizabeth Brier
Adam Calisoff
Kristine Camron
Timothy Capen
Joshua Christie
Ryanne Bush Dent
Dustin DuBois
Stephen Edwards
Michael P. Farrell
Harry Gonso
Eric Goodman
Jon Groff
Stephen Hackman
David Hight
Paul Huddle
Steven Humke
Michael Jordan

Josef Keglewitsch
Tom Kesoglou
Dean Leffelman
Christopher McCleary
Chris Michael
Laurie Miller
Michael Millikan
Robert Ouellette
Thomas Pampush
Megan Ryther
Audrey Schricker
Matthew Servies
Brittney Sharp
Brent Showalter
Scott Snively
Dale Stackhouse
Emily Storm-Smith
Chase Stuart
John Thornburgh
Richard Thrapp
Kristina Tridico
Nancy Valentine
Michelle Zaretsky


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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