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Venture Briefing: Preparing for the Phase 2 HIPAA Audits Venture Briefing: Preparing for the Phase 2 HIPAA Audits

Venture Briefing: Preparing for the Phase 2 HIPAA Audits

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High Court Rules Opinions Can Be Used in Securities Fraud Suits
A unanimous Supreme Court ruled that investors can't sue companies for making misleading statements of opinion prior to a public stock offering just because those statements ultimately turn out to be wrong. But the ruling said some opinions in registration documents might omit important facts that could mislead investors, giving them the right to sue for securities fraud.
(Source: ABC News, 2015-03-24) Read the full article
SEC's JOBS Act Eases IPO Rules for Small Businesses
Nearly three years after the law was signed, the Securities and Exchange Commission has taken an important step toward implementing the so-called JOBS Act, making it easier for small and mid-sized businesses to raise capital through small public offerings. Commissioners approved rule changes that allow companies to raise up to $50 million a year, up from a longstanding cap of $5 million, through what’s known as Regulation A offerings.
(Source: The Washington Post (free reg. req'd), 2015-03-25) Read the full article
2015 Proving Active Year for Mergers and Acquisitions Deals
According to Towers Watson, the first three months of 2015 have seen a record amount of activity in the M&A space. Just looking at large deals worth $1 billion or more, Towers Watson and Cass Business School have seen 41 large deals close so far during the first quarter of 2015.
(Source: Value Walk, 2015-03-24) Read the full article
SEC Chief Says Agency Doesn't Frown Upon Activist Investors
In a speech at the Tulane Corporate Law Institute, the S.E.C. chief, Mary Jo White, said that the agency did not necessarily look unkindly on investors who buy stakes in companies and then push for changes in corporate strategy. Many mergers advisers have publicly bemoaned the lack of action by the S.E.C. to address what they believe is a glaring hole in securities laws: tightening the 10-day window in which an investor can quietly and quickly build a stake of at least five percent in a company before disclosing it publicly.
(Source: The New York Times, 2015-03-19) Read the full article
Investors Pressuring Executives to Own More of Employer's Stock
Bowing to pressure from investors to make top executives more accountable for their performance, large companies are gradually requiring CEOs and CFOs to own more of their employer's stock. In 2014, among the 90 percent of Fortune 500 companies that had stock-ownership guidelines, 92 percent had guidelines for CEOs to accumulate company stock until its value reached at least five times their base salary, according to a report from Towers Watson.
(Source:, 2015-03-19) Read the full article
Entrepreneurs Raising Money on Crowdfunding Sites Face Taxman
With tax preparation time in full swing, thousands of people who ran successful crowdfunding campaigns last year no longer have the luxury of ignoring the tax consequences of their efforts. In the eyes of the Internal Revenue Service, they are small-business owners -- and come April 15, the taxman wants his share of their proceeds.
(Source: The New York Times, 2015-03-18) Read the full article
Shareholders Scrutinizing Pay Packages Not Getting 70% of Vote
Boards and the executive pay packages they approve cannot simply squeak by these days. Individual directors and "say-on-pay" votes that failed to garner 70 percent in annual shareholder meetings now come under increased scrutiny from both investors and proxy advisors.
(Source: The Wall Street Journal, 2015-03-20) Read the full article
Hedge Funds Betting Big on Late-Stage Technology Startups
A flood of money from unconventional sources has sent valuations of late-stage technology startups, including Uber Technologies and Snapchat, to levels that haven't been seen since before the dot-com crash. Hedge funds and mutual funds that once shunned venture-style deals are flocking to the market's hottest corner, paying 15 to 18 times the projected sales for the year ahead in recent private-funding rounds, according to three people with knowledge of the matter.
(Source: Bloomberg, 2015-03-22) Read the full article
Private Equity Firms Find Protecting Brands a Challenge
In the world of private equity, establishing a strong brand that resonates with investors can be difficult enough. But brand protection is an increasingly important issue for private equity firms.
(Source: The Wall Street Journal, 2015-03-24) Read the full article
House Moves Forward with Cybersecurity Sharing Legislation
The U.S. House of Representatives Intelligence Committee voted unanimously to advance a long-awaited bill that would make it easier for companies to share information about cybersecurity threats with the government without the fear of lawsuits. The measure offers corporations liability protection if they share information through a civilian portal, most likely to be run by the Department of Homeland Security. Data handed over also would be "scrubbed" twice to remove personal information.
(Source: Reuters, 2015-03-26) Read the full article
Preparing for the Phase 2 HIPAA Audits
Christopher S. Sears Taryn E. Stone

With the Phase 2 HIPAA Audits coming soon, do you know how you will be impacted?

In March 2014, the OCR announced that it would implement a second phase of audits to begin in the fall of 2014 for covered entities and 2015 for business associates (the “Phase 2 Audits”).  Read full article online.


Supreme Court Addresses Opinion Statements in Section 11 Claims
Matthew L. Fornshell

On Tuesday, the Supreme Court clarified whether opinion statements violated Section 11 of the Securities Act. In Omnicare v. Laborers District Council Construction Industry Pension Fund the Supreme Court reviewed two related issues. Read full article online.


By The Numbers

According to CB Insights, only two U.S. venture-backed companies have gone public this year, raising $250 million, while VC-backed tech companies have raised $9.8 billion in private capital. That's a startlingly large gap caused by a flood of new money.
Source: CNBC – Why Start-Ups Need to Start Listening to the Fed


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.

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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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