New technologies have had a revolutionary impact on the ways of doing business and on the pace of creation, modification and obsolescence of business models. Among other effects, they have dramatically affected the process of building a new venture, the balance between companies’ tangible and intangible assets, and the nature of distribution channels and marketing strategies.
Examples of such epochal changes are everywhere. The fast constitution and growth of start-ups, built around one or more high-tech intellectual assets, represents a completely new phenomenon compared with the relatively slow establishment and development of a traditional company. At the same time, the fact that intangible assets of Fortune 500 firms account today for more than 75% of their total value is in sharp contrast with the former 20% they represented in the 1970s. In addition, on the side of commercialization, the advent of the Internet has opened the door for the abandonment of the traditional brick-and-mortar distribution of goods and services, offering a plethora of new market opportunities characterized by low entrance and maintenance costs and by a cross-border and virtually unlimited target of consumers.
While in the past law was considered in the business jargon as synonym of uncertainty and risk, today legal astuteness – defined as the capability to use legal tools as value generator - is more and more recognized as one of the most relevant managerial tools for creating innovative solutions and acquiring competitive advantage. In dealing with intellectual capital, a legally astute manager will be able to use the firm’s intangible assets as strategic tools to pursue specific business goals, instead of limiting the role of patents, copyright and trademark to that of mere defensive weapons. In deciding whether and where to constitute a company, and which business form to opt for, a legally savvy entrepreneur will take into account all the opportunities offered by market globalization with a long-term perspective, instead of focusing on local, short-sighted tax concerns and simple prevention of legal risks. In exploring new digital commercialization channels offering or offering innovative high-tech products and services, a legally sophisticated entrepreneur or manager will build up consumer trust by using positively and creatively different legal rules in different geographical markets.
The aim of this course is to help students developing legal astuteness and a new, pro-active approach to law. Instead of proposing a traditional, static, review of business law topics, “Technology, Innovation and the Law” focuses on selected subjects relevant for innovative entrepreneurship, with a special two-pronged focus on the protection of the creation/development of intellectual capital and the rules regulating the digital marketplace. We will start with a brief introduction on the role played by law in the regulation of technology and innovation, and on the importance of learning how to cooperate at best with legal counsels for the achievement of specific business goals. Then, we will turn to the analysis of intellectual property rights, unanimously defined as the key engine of innovation. Here the discussion of the main features of patent, copyright, trademark and trade secret will be coupled with an analysis of the main stages of their strategic management. After a study on how to structure the company’s ownership and to select the right business entity, we will focus on the legal problems arising in doing business on the Internet, with particular regards to online contracting and the regulatory framework of e-commerce. Last, we will conclude with an overview of the opportunities offered by law to raise capital for the enterprise or to abandon a no-longer profitable or stimulating entity.