Legal Structuring for Startup Companies

2022/2023

Учебный год

ENG

Обучение ведется на английском языке

3

Кредиты

Кто читает:

Департамент правового регулирования бизнеса

Статус:

Курс по выбору

Когда читается:

3-й курс, 4 модуль

Преподаватель

Новикова Ольга Владимировна

Course Syllabus

Abstract

Academic course «Юридическое структурирование стартапов» (“Legal Structuring for Startup Companies”) is devoted to advanced studies of contemporary matters of theory and practice of legal mechanisms and frameworks pivotal to the establishment and growth of startups. In the dynamic landscape of today’s global economy, the foundation of any successful startup hinges on its legal structure. Startup companies encounter varying legal climates depending on their jurisdiction. Understanding the basics, such as the differentiation between sole proprietorships, partnerships, limited liability companies, corporations, and more, is merely the starting point. This course delves deep into the unique challenges faced by startups like securing intellectual property, navigating employment law, equity distribution, fundraising regulations, and managing potential litigation risks. Given the globalized nature of modern businesses, startups often find themselves operating across borders, which introduces an array of complexities. From understanding regional business laws to ensuring compliance in foreign markets, startups must be well-equipped legally to thrive internationally. As we venture through this course, students will gain not only theoretical knowledge but also practical insights into the legal intricacies of launching and sustaining a startup in our interconnected world. The aim of the course is to, among other objectives: — familiarize the students with the principal facets of civil, business, and tax law concerning company formation and operations within the venture capital ecosystem; — acquaint the students with the current challenges within the realm of law that governs startup companies, including the national and international regulations surrounding startup formation and transactions; — present and discuss the theoretical approaches to the legal regulation of start-ups, emphasizing their applicability and relevance in practical scenarios; — highlight the utilization of modern IT technologies in addressing and resolving corporate transactional issues that arise in startup operations; — promote a deep understanding of the analytical processes required to assess the prevailing legal environment in entrepreneurship; — introduce students to the conceptual lexicon of contemporary law governing startup companies, ensuring they are equipped with the necessary vocabulary and terminologies; — emphasize the importance and application of research techniques, methodologies, and the practical implications of these research outcomes when working with public bodies, commercial organizations, and international institutions; — facilitate discussions on the expert evaluation methodologies of statutes and regulations at both national and international spectrums. The course provides for the active participation of students in seminars, the writing tests and an oral exam. There are no blocking elements of control. The course requires the students to have basic knowledge of law, sufficient level of English (to read legal sources, write essays and participate in class discussions), as well as other skills acquired during their studies at the university. Additional background in civil law, private international law and business law is welcome, although not mandatory for the course.

Learning Objectives

• Learning objectives: The aim of the course is to provide students with a theoretical and practical understanding of the principal facets of civil, business, and tax law concerning company formation and operations within the venture capital ecosystem. In particular, a special emphasis is put to: the current challenges within the realm of law that governs startup companies, including the national and international regulations surrounding startup formation and transactions; introduce students to the conceptual lexicon of contemporary law governing startup companies, ensuring they are equipped with the necessary vocabulary and terminologies; compare the relevant provisions of national and foreign law; prepare the students to apply their academic knowledge in practice (in-house or private legal practice), including drafting term sheet, carrying out legal research and solving practical cases in this field.

Expected Learning Outcomes

• Students must gain knowledge on: ─ the main aspects of civil, business and tax law relating to company’s formation and operations; ─ the key current problems in the field of contemporary law regulating startup companies; ─ national and international rules regulating startup formation and transactions; ─ main provisions, scope of application and content of the market standard legal documentation documenting startup companies’ transactions and the relevant legal concepts and vocabulary.
• Skills and abilities: ─ ability to use specific terms customary in the context of startup companies’ formation and operations; ─ understanding main legal concepts and areas of law applicable to startup companies’ formation and operations; ─ understanding the main legal documentation (contracts) documenting such formation and operations.
• Skills and abilities: ─ practical abilities to undertake a research and analysis of judgments, decisions and academic writings; ─ skills to analyze and solve cases, putting together a legal position and compose transactional documents documenting startup companies’ formation and operations.
• Students should gain the following competences: ─ ability to work with information (search, evaluate, use information, necessary for fulfilment of academic and professional tasks, from various sources, including application of the systematic approach); ─ ability to carry out professional activities in the international market environment.
• Students should gain the following competences: ─ ability to search, analyze and work with legally relevant information by using of juridical, comparative and other specific methods; ─ ability to describe legal problems and situations in the area of cross-border startup companies’ formation and operations.

Course Contents

• Topic № 1. Entrepreneurship and startup ecosystem
• Topic № 2. Choice of state and legal forms of incorporation
• Topic № 3. Legal structuring for founders and key players
• Topic № 4. Raising start-up money and structuring investments
• Topic № 5. Structuring intellectual property rights
• Topic № 6. Basic agreements for start-up operations
• Subject 7. Raising start-up money and structuring investments.
• Subject 8. Structuring intellectual property rights.
• Subject 9. Basic agreements for start-up operations.
• Subject 10. Key points on taxation of startup's income.

Assessment Elements

• Oral exam
• In-class participation
• Test

Interim Assessment

• 2022/2023 4th module
  Students may choose the following combinations of assessment elements for calculating the interim grade: 1. Test only. The interim grade for the course is determined according to the table. 2. Oral exam only. The interim grade for the course is determined according to the table. 3. Test and In-class participation. The interim grade for the course is determined according to the table. See: "Tables for Calculating the Interim Grade" in Assessment Materials.

Bibliography

Recommended Core Bibliography

• Спиридонова, Е. А.  Создание стартапов : учебник для вузов / Е. А. Спиридонова. — Москва : Издательство Юрайт, 2023. — 193 с. — (Высшее образование). — ISBN 978-5-534-14065-1. — Текст : электронный // Образовательная платформа Юрайт [сайт]. — URL: https://urait.ru/bcode/519896 (дата обращения: 28.08.2023).

Recommended Additional Bibliography

• Вики Т., Тома Д., Гонс Э. - Корпоративный стартап: как создать инновационную экосистему в крупной компании - Альпина Паблишер - 2021 - ISBN: 978-5-9614-3638-9 - Текст электронный // ЭБС ZNANIUM - URL: https://znanium.com/catalog/document?id=387176

Authors

• NOVIKOVA OLGA VLADIMIROVNA
• KASATKINA ALEKSANDRA SERGEEVNA