Venture Briefing: Tired of Waiting for the SEC, States Adopt Their Own Crowdfunding Rules Venture Briefing: Tired of Waiting for the SEC, States Adopt Their Own Crowdfunding Rules

Venture Briefing: Tired of Waiting for the SEC, States Adopt Their Own Crowdfunding Rules

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Older Firms Benefiting from Eased Securities Regulations
Federal lawmakers eased decades-old U.S. securities regulations in 2012 in the name of eliminating red tape for young startups. But now another breed of business is angling to take advantage of the Jumpstart Our Business Startups Act: publicly traded companies, some of which have been in business for many years.
(Source: The Wall Street Journal, 2014-09-24) Read the full article
Report Shows Having Women on Co. Boards Boosts Performance
Researchers have long found ties between having women on a company's board of directors and better financial performance. Now, a new report from Credit Suisse offers more evidence that a better gender mix among senior managers is linked with better results.
(Source: The Washington Post (free reg. req'd), 2014-09-24) Read the full article
'Impact Investments' Venture Capital Program Expanded by SBA
The Small Business Administration is expanding its venture capital program for "impact investments" -- the financing of businesses that generate social, environmental and economic returns, as well as profits. SBA's Impact Investment Fund was created in 2011 as part of the agency's already-existing Small Business Investment Companies program.
(Source: San Antonio Business Journal, 2014-09-26) Read the full article
Small Businesses Benefiting from Rise in Alternative Lenders
Banks are the principal source of outside capital for small businesses, but there have always been alternative forms of loan capital available, including credit unions, Community Development Financial Institutions (CDFIs), merchant cash advances, equipment leasing and factoring products. Historically, this segment of the market has been small compared to the $700 billion in small business bank credit assets, but since the onset of the financial crisis, and particularly during the economic recovery, there has been significant growth in innovative, online alternative funding for small businesses.
(Source:, 2014-09-23) Read the full article
House Approves Bills Exempting P.E. Firms from SEC Registration
A mostly Republican group of House lawmakers voted to approve a package of bills including a measure that would exempt most private equity firms from registering with the Securities and Exchange Commission. If approved, the buyout shop legislation would roll back a provision in the Dodd-Frank financial reform law that requires private equity firms to register with the SEC and open up their books to periodic surprise examinations.
(Source:, 2014-09-19) Read the full article
U.S. Rules Aim to Curb Corporate Tax Inversions
Moving against tax avoidance by corporations, the Obama administration took several actions to curb "inversion" deals that allow companies to escape high U.S. taxes by reincorporating abroad. The Treasury Department announced new rules, effective immediately, that will reduce the tax benefits available to companies that have inverted, while also making new inversions more difficult to do and potentially less rewarding.
(Source: Reuters, 2014-09-23) Read the full article
More Businesses Using Partnership Form to Minimize Taxes
Businesses that organize as large partnerships and avoid paying income taxes are growing rapidly, while traditional corporate structures are on the decline, the Government Accountability Office said in a report. While the number of large partnerships more than tripled to almost 10,100 from 2002 to 2011, the IRS should take more care to define large partnerships and improve tracking of partnership audits, the GAO said.
(Source: The Wall Street Journal, 2014-09-18) Read the full article
Sustainability Questioned as V.C. Funds Flow into Health Care
With so much venture capital being foisted onto the digital health space, it's beginning to beg the question: How long will this last, can it sustain itself, and what's an entrepreneur to do? And, what are the implications for emerging companies versus traditional health care companies and systems?
(Source: MedCity News, 2014-09-23) Read the full article
Fewer People Starting New Businesses, As Many Are Shutting Down
Americans are starting fewer businesses, new companies are going out of business more quickly, and the new firms that do get off the ground are creating fewer jobs. None of that bodes very well for an economy still trying to find its footing.
(Source: The Washington Post (free reg. req'd), 2014-09-17) Read the full article
Some Celebrities Helping to Promote Start-Up Companies
Some celebrities -- both established and up-and-coming -- are lavishing their promotional love on start-ups rather than big brands. Often, those deals involve equity. In exchange for a small percentage of a company, a celebrity investor agrees to provide publicity, feedback and valuable connections.
(Source: The New York Times, 2014-09-20) Read the full article
Tired of Waiting for the SEC, States Adopt Their Own Crowdfunding Rules
Timothy J. Capen

The Jumpstart Our Business Startups Act of 2012 (the "JOBS Act") directed the Securities and Exchange Commission ("SEC") to undertake new rulemaking to implement a framework for equity crowdfunding - the fundraising technique of soliciting small amounts from many investors (accredited and non-accredited) over the Internet for the purchase and sale of securities (such as debt or equity). Read full article online.


Seller Paper – Staking a Claim in the Capital Stack
Laura L. Hult

Mergers and acquisitions are on the rise and acquisition financing is more attractively priced than it has been for years. As a result, prospective sellers with healthy enterprises have increased negotiation leverage. One of the major indicators of the leverage shift is the seller financing terms and intercreditor agreements entered into among the company, seller and the senior lenders providing the acquisition financing. A few years ago many sellers viewed their seller notes as “lottery tickets” and accepted deep, perpetual, subordination agreements in favor of the buyer’s senior lenders. Read full article online.


By The Numbers

There are more than 9.1 million women-owned businesses in the U.S. that generate more than $1.4 trillion in revenues, employ 7.9 million people and account for 30% of all enterprises.
Source: NAWBO SmartBrief


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
Haley Altman
Jennifer Andres
Richard Barnhart
Edward Braum
Jessica Brown
Kristine Camron
Timothy Capen
Joshua Christie
Ryanne Bush Dent
Dustin DuBois
Stephen Edwards
Michael P. Farrell
Jasmin N. French
Harry Gonso
Eric Goodman
Jon Groff
Stephen Hackman
David Hight
Paul Hogan
Laura Hult
Steven Humke
Michael Jordan
Josef Keglewitsch
Patrick Kennedy
Dean Leffelman
Chris Michael
Laurie Miller
Michael Millikan
Brent Mosby
Robert Ouellette
Thomas Pampush
Matthew Servies
Brittney Sharp
Brent Showalter
Scott Snively
Dale Stackhouse
Elizabeth Thomas
John Thornburgh
Richard Thrapp
Kristina Tridico
Aaron Weir




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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