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Volume 2016, Number 4


Startups and Unmet Legal Needs
Alice Armitage, Evan Frondorf, Christopher Williams, and Robin Feldman

Our survey results demonstrate that startup companies are exposed to a wide variety of legal needs from an early stage: when attorneys associated with the Startup Legal Garage were asked to handle a company’s most pressing legal needs, the average startup received assistance with over three distinct legal matters over the course of a thirteen-week academic semester. These issues often spanned multiple categories. Although matters frequently touched on a variety of topics within companies, strong similarities emerged in the types of issues faced by all startups in our sample. Almost 90% of the legal matters addressed by Startup Legal Garage teams fell within the categories of general corporate formation, contracts, and nonpatent intellectual property.

2016 Utah L. Rev. 575 | (Download PDF)

Altering Rules: Cumulative Voting, and Venture Capital
John F. Coyle

Legal scholars have long debated the proper balance between mandatory and default rules in corporate law. One group—the contractarians—maintain that corporate law should function as an off-the-rack set of default rules that approximate, as much as possible, the rules that the transacting parties would have agreed to if bargaining were costless. The contractarians are generally skeptical of mandatory rules because they interfere with the ability of the parties to decide forthemselves how to organize their economic relationships. Another group of scholars—the anti-contractarians—have argued that corporate law should seek to achieve certain regulatory objectives separate and apart from the goal of private wealth maximization. In order to achieve these objectives, such as the protection of uninformed investors, these scholars argue that it is necessary that corporate law contain some mandatory rules that cannot be altered by the transacting parties.

2016 Utah L. Rev. 595 | (Download PDF)

The Entrepreneurial Commons: Reframing the Relationship Between Intellectual Property and Entrepreneurship
Michael J. Burstein

Framing the relationship between intellectual property and entrepreneurship in the terms described here leads both to a positive and normative research agenda. As a descriptive matter, there is much to be gained from systematically studying these questions in a variety of different contexts. Indeed, a fuller picture of the relationship requires numerous case studies of different firms and different industries. From this descriptive knowledge base, normative conclusions about changes to our intellectual property laws and rules that would benefit entrepreneurs can more readily and justifiably be drawn.

2016 Utah L. Rev. 611 | (Download PDF)

The Interconnections Between Entrepreneurship, Science, and the Patent System
Amy Landers

This Article considers several related points about the recent changes to the patent system and the opportunities for entrepreneurship. The concern about the adverse effect of the recent changes to patent law on innovation may be overstated. As a practical matter, the concept that patents are a necessary input to innovation is built on a model that does not account for the complex relationship between this legal system, science, and innovation. Although it can be expected that there may be some adverse impacts from these decisions, this trend opens up the opportunity for entrepreneurship. By releasing more foundational information into the public domain, there is a real possibility that innovative efforts by new firms will be encouraged. Further, innovation over the long term has positive effects on scientific investigation. In some respects, the practical necessities have led to innovation in the past and, in some instances, inspired new forms of scientific investigation. To the extent that such firms are no longer encumbered by broad, vague patent challenges, such resources can be geared toward additional research and innovative efforts.

2016 Utah L. Rev. 631 | (Download PDF)

Inclusive Crowdfunding
Andrew A. Schwartz

Retail crowdfunding under Title III of the JOBS Act has a fundamental advantage over accredited crowdfunding and intrastate crowdfunding: the value of inclusivity. What that is worth in a given instance may be difficult to calculate, but it is surely more than zero. This is one reason to expect that retail crowdfunding, once it commences, may prove more successful than many commentators anticipate.

2016 Utah L. Rev. 661 | (Download PDF)

Alice Was No Rabbit Hole: Why Software Inventors Should Be Neither Surprised nor Alarmed
Sherman Helenese

Gottschalk, Diehr, Alice, and Tenon all held that computer programs that do not transform a business method or process are patent ineligible if the applicable metod or process is not transformed into a new, inventive concept. Although patent protection provides a limited monopoly on the applicable invention, the business practices of NPE's and legislation purposed to mitigate the perils of pracitcing patents have created an ecosystem of uncertainty and risk that many are not willing or able to expose themselves to.

2016 Utah L. Rev. 675 | (Download PDF)


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