JJUS00012U  Law of Start-up Companies

Volume 2016/2017
Content

'Law of start-ups' - presentation video.

This course covers topics in the area of start-up company law. The course encompasses both theoretical and practical issues that arise when taking a start-up company from its conception, through formation, financing, potential growth and planning for exit through merger /acquisition or initial public offering. In addition to the venture capital process, the course will offer the introduction into the relevant IP knowledge that complement the formation, running and possible sale of a start up company. The course will provide students with an understanding of legal and economic considerations and principles involved in counseling early stage companies and their founders and investors. The course is structured in a way to help students understand their role as lawyers for newly established corporations, not only from legal, but also business perspective.

Students will develop an understanding of the principal legal and business concepts and issues in the start-up process and, through the use of mock transactions and agreements as examples, gain practical exposure to the transactions and documents themselves. The curriculum is built on a comparative perspective with a focus on EU and Danish law covering issues that impact the start-up/venture capital process. The EU issues will be analyzed principally in the areas of intellectual property, securities and tax law. Students will analyze the venture capital process, from initial formation of the start-up company through exit, giving particular consideration to the control structures and incentive mechanisms implemented at each stage. Importance is also given to the contractual issues start-up companies and their founders face. Furthermore, students will analyze diverse agency problems facing start-up firms and mechanisms to deal with these problems. During the course, students will undertake projects designed to introduce and develop the skills necessary to practice in this area.

Various national laws will be considered, with emphasis on jurisdictions of significance to the venture capital/start-up process. Even though the course is not intended to cover all legal and regulatory areas in diverse jurisdictions to the full extent, the comparative design shall allow them to understand the policy and regulatory development in different countries and better foresee the future regulatory development. Students will be able to better accommodate the needs of their clients while being aware of carrying business abroad. It is of a great relevance for the students to perceive the start-up business as part of international movement and as a possibility for SMEs to carry out their economic activities in different countries.

This course provides students with an understanding of the business, economic, psychological and legal issues that confront lawyers and their start-up companies and venture capital company clients. At the end of the course, students should be able to navigate a start-up company through the typical operational and strategic development and possible hurdles.

Students should be familiar with corporate law and tax law.

Learning Outcome

In regard to knowledge, students should gain the basic understanding to resolve situations around issues as incorporation, corporate governance, funding, taxation or intellectual property.

Students should be able to answer in a specific case questions like:

- Should I incorporate?
- In which state or country should I incorporate?
- What sort of entity should my company be?
- Are my workers employees or independent contractors?
- How do I make sure my workers are independent contractors?
- How do I protect my proprietary information/product(s)?
- Is my idea/​product/​process/​business patentable/​copyrightable?
- What does/would my patent protect?
- Is my company name/logo/brand trade markable?
- What are the costs and benefits of getting a patent/​trademark/​copyright?
- Do I own the IP my workers create?
- How can I own the IP my workers create?

Besides the specific legal knowledge, students will be working on different projects. During the first year of the course, they will work on mock projects, but it is my firm belief that with the years to come, they will be working together with real life start up companies.

This course represents a real opportunity to develop the following skills:
- legal skills (problem-based approach, ability to understand complex legal and financial operations);
- teamwork and problem-solving skill (students will be required to form groups, assess legal and business decisions, and conceptualize, formulate models and solve the problem as in a real life);
- counseling skills (ability to advise clients, make a complex legal problem easy to understand and comprehend by a business person);
- negotiating skills (within mock sessions ability to negotiate the relevant contractual terms for a client);
- drafting skills (as they will draft several of the start-up and VC deal documents).

Students apply and develop skills as:
- legal research,
- critical reading and comprehension,
- synthesis of facts and law,
- legal reasoning,
- written communication,
- oral communication and advocacy
Case studies
Case analyses
Simulation of business negotiation in regard to collaboration or contractual arrangements
Students presentation of all of the above
Credit
7,5 ECTS
Type of assessment
Written assignment, 2 days
Assigned individual written assignment, 2 days
Marking scale
7-point grading scale
Censorship form
No external censorship
Exam period

Summer course 2017: July 25-26, 2017

Re-exam

Summer course 2017: August 28 - 30, 2017

  • Category
  • Hours
  • Seminar
  • 28
  • Preparation
  • 178,25
  • Total
  • 206,25