Management > Business Administration > Innovative Businesses and Breakthrough Technologie

Innovative Businesses and Breakthrough Technologie posted by duggu on 12/9/2007

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Abstract/Syllabus

Courseware/Lectures

Test/Tutorials

Course Highlights

This course features regular readings and two take-home exercises.

Course Description

15.616 is an introduction to business law which covers the fundamentals, including contracts, liability, regulation, employment, and corporations, with an in-depth treatment of the legal issues relating to breakthrough technologies, including the legal framework of R&D, the commercialization of new high-technology products in start-ups and mature companies, and the liability and regulatory implications of new products and innovative business models. There is extensive attention to national and international intellectual property protection and strategies. Examples are drawn from many industries, including information technology, communications, and life sciences.

Note: This course used to be numbered 15.648.

Syllabus

Topics

Some Advice from John Akula on Picking a Law Course

I offer the following three law courses at Sloan:

15.615 / 15.647, Law for the Entrepreneur and Manager (fall and spring) (615 is the full-semester course; 647 is the first half)
15.616, Innovative Businesses and Breakthrough Technologies - The Legal Issues (fall only)
15.617, The Law of Corporate Finance and Financial Markets (spring only)

Based on my experience as a practicing lawyer, I recommend that students at Sloan take a law course. Managers face many law-sensitive issues that are crucial to the welfare of their companies and their own careers. These issues often arise suddenly and outside the normal course of business. Each of my courses is designed to give you the understanding you will need to exercise good judgement and leadership in those situations. Each course will also provide you with the foundation in law that you will need to make effective use of legal advisors, and to develop later in your careers a more sophisticated understanding of any legal issues that are central to your particular responsibilities.

However, I do not expect students to take more than one law course. Thus my courses are designed as an array of choices, not a sequence, and there is substantial overlap with respect to legal fundamentals. You should pick the one that interests you most.

Requirements

Class Attendance

Students should attend class, since material is covered that is not in the readings. Attendance is taken. Absences for good cause (such as job hunting or family obligations) are excused. You should e-mail the TA before or shortly after the class in question, with a "cc" to the instructor, to request an excused absence. You do not need to include any personal details with the request.

Class Participation and "On-deck" Preparation

All students are expected to participate in class discussion. In addition, for each class, some students will be assigned in advance to be "on-deck." "On-deck" students should make certain that they prepare with special care and are ready to respond to questions about the readings. Guest lecturers are invited to call on the on-deck students. Each student will be "on-deck" approximately three times.

Take-home Exercises

There are two take-home exercises. Students have three hours for an exercise, and some choice as to the particular three-hour period. The exercises have been scheduled to be available during the periods shown on the assignments page. For each exercise, each student will make arrangements with the TA to receive the exam by e-mail at a mutually determined time during the availability period, and will e-mail back the completed exam within three hours of receiving it. The second exercise will cover only material not covered by the first.

During the period the exercises are available, students may not consult any other person about the content of the course.

The exercises heavily emphasize the required readings. The questions and format will be similar to previous years (although the exercises from some past years were of different lengths.) Past exercises and a sample answer will be made available to students.

It is not expected that students will need the full three hours to complete the exercise. I use this format so that a student does not have to write fast to do well. This may be of special importance to students for whom English is a second language.

Research Paper Option

All students in this course have the option of writing a research paper instead of doing the two take-home exercises. Students in MIT's Technology and Policy Program who wish to use this course to meet the law distribution requirement must take the research paper option. The requirements for the paper option are set out on the projects page.

Students who take more than one of my courses

If you take more than one of my courses, an additional research paper will be required in the second course, on a topic to be determined in discussions with the instructor.

Grading

Grading is not tied to a formula, but will be based approximately as shown below:

Grading table
activities	percentages
First Take-home Exercise	30%
Second Take-home Exercise	40%
Class Attendance/Participation	30%

Textbook and Course Readers

Students should purchase: Bagley, Constance E., and Craig E. Dauchy. The Entrepreneur's Guide to Business Law. 2nd ed. South-Western College Publishing, 2002. ISBN: 0324042914.

We will read most of this book. There will also be a course-reader available later in the semester.

Changes from Last Year

The only major change from last year is a new course number. It used to be 15.648.

Calendar

Calendar Table
LEC #	TOPICS	KEY DATES
Module I - Basic Building Blocks
1	Introduction
2	The Law of Duties
3	The Hard Edge of Regulation
4	Contract I
5	Contracts II
Module II - Launching, Growing, and Exiting a Venture
6	Setting Up a New Venture Guest: Joe Hadzima, Main St. Partners
7	Financing the Venture I - Venture Capital Guest: Kenneth Gordon, Testa Hurwitz & Thibeault
8	Financing the Venture II - Going Public Guest: Kenneth Gordon, Testa Hurwitz & Thibeault
9	Joint Ventures and M&A	1st exercise available two days after lecture 9 at 9 a.m. and is to be completed the next day at 9 p.m.
10	Employment; Module Wrap-up
Module III - Innovation, Commercialization, and Intellectual Property
11	Introduction to Technology Transfer
12	Copyrights and Software
13	Patents I: The Basics of Patent Law Guest: Bo Pasternack, Choate Hall
14	Patents II: Breakthrough Technologies - The Example of Biotechnology Patents Guest: Anita Meiklejohn, Fish & Richardson
15	Antitrust, JVs and IP
16	IP Rights and Business Strategies I Guest: Sarah Cabot, Mintz Levin Cohn Ferris Glovsky & Popeo
17	IP Rights and Business Strategies II Guest: Joe Hadzima, Main St. Partners
18	Shifting Business Models and the Law: The Example of the Internet Guest: Jorge Contreras, Hale & Dorr
19	International IP Protection; Licensing; Wrap-up
Module IV - Innovation: The Regulatory and Liability Risks
20	Litigation
21	The Inside Counsel's Perspective Guests: Tom DesRosiers, Genzyme	2nd exercise is available the day after lecture 21 at noon
22	Bankruptcy and Reorganization Guest: Jeanne Darcey, Palmer & Dodge	2nd exercise is due one day after lecture 22 (which is two days after it was made available) at 9 p.m.
23	National Security and Dealing with Government
24	Products Liability Guest: David Geiger, Foley Hoag

Readings Table

LEC #

TOPICS

readings

Module I - Basic Building Blocks

1

Introduction

Akula, John. "Tort Law in a Peanut" (PDF)

In re Union Carbide Corp. Gas Plant Disaster, 634 F. Supp. 842, 844 (1986). (Early legal maneuvering relating to massive industrial accident in Bhopal, India)

2

The Law of Duties

Wickline v. State of California, 192 Cal. App. 3d 1630, 239 Cal. Rptr. 810 (Ct. App. 1986). (Early case on liability of an HMO for poor medical care; raises issues of accountability for professional judgments in the context of an innovative business model).

Kozup v. Georgetown University, et al., 663 F. Supp. 1048, 1057, 1058 (D DC 1988). (Liability of hospital for HIV-tainted blood infusion).

3

The Hard Edge of Regulation

Akula, John. "Business Crime: What To Do When the Law Pursues You." MIT Sloan Management Review 41, no. 3 (Spring 2000): 29-41.

In the matter of John Gutfreund (SEC release on action against Solomon executives)

4

Contract I

Bagley. Chapter 8 ("Contracts and Leases"), pp. 176-191 (then skip "Electronic Contracts"); 193-210 (stop before "Promissory Estoppel").

5

Contracts II

Tarbert Trading, Ltd. v. Cometals, Inc., 663 F.Supp. 561, 567 (S.D.N.Y. 1987). (Public policy)

Filanto, SPA v. Chilewich Int'l Corp., 984 F.2d 58, 60 (2d Cir. 1993). (Dispute over inclusion of arbitration term).

Transatlantic Financing Corp. v. United States, 363 F.2d 312 (D.C. Cir. 1966). (Allocating risk).

Delchi Carrier SpA v. Rotorex Corp., 71 F.3d 1024, 1027-28 (2d Cir. 1995). (Damages).

Module II - Launching, Growing, and Exiting a Venture

6

Setting Up a New Venture

Guest: Joe Hadzima, Main St. Partners

Bagley. Chapter 4 ("Deciding Whether to Incorporate"), pp. 49-70 (stop before "Putting it into Practice"), and Chapter 5 ("Structuring the Ownership"), pp. 74-106 (stop before "Putting it into Practice").

7

Financing the Venture I - Venture Capital

Guest: Kenneth Gordon, Testa Hurwitz & Thibeault

Bagley. Chapter 7 ("Raising Money and Securities Regulation"), pp. 133-164 (stop before Exhibit 7.2), and Chapter 13 ("Venture Capital), pp. 431-473 (stop before "Putting it into Practice").

Sample Venture Capital Term Sheet

8

Financing the Venture II - Going Public

Guest: Kenneth Gordon, Testa Hurwitz & Thibeault

Bagley. Chapter 17 ("Going Public"), pp. 649-698 (stop before "Putting it into Practice").

9

Joint Ventures and M&A

10

Employment; Module Wrap-up

Bagley. Chapter 2 ("Leaving your Employer"), pp. 9-28 (stop before "Putting it into Practice"), and Chapter 10 ("Marshalling Human Resources"), pp. 265-305 (stop before "The Employment Agreement").

Module III - Innovation, Commercialization, and Intellectual Property

11

Introduction to Technology Transfer

For this module, read all of Bagley, chapter 14, except stop before "Putting it into Practice."

Waugaman, Paul, and Roger Porter. "Mechanisms of Interactions Between Industry and the Academic Medical Center." In Biomedical Research: Collaboration and Conflict of Interest. Edited by Roger Porter and Thomas Malone. Baltimore, MD: Johns Hopkins University Press, 1992, pp. 93-118. ISBN: 0801844002.

Moses, H., E. Braunwald, J. Martin and S. Their. "Collaborating with Industry - Choices of the Academic Medical Center." New England Journal of Medicine 347, no. 17 (October 2002): 1371-5.

Stern v. Lucy Webb, 381 F. Supp. at 1013. (Perhaps the most influential modern decision on conflicts of interest in a non-profit corporation).

12

Copyrights and Software

Bagley. pp. 498-510 ("Copyright.")

Lotus Development Corp. v. Bortland International Inc. , 49 F.3d 807 (1st Cir. 1995). (Leading case on copyright protection for software).

In re Aimster, 334 F.3d 643 (7th Cir. 2003). (Recent case on peer-to-peer copying).

13

Patents I: The Basics of Patent Law

Guest: Bo Pasternack, Choate Hall

Bagley. Chapter 14 (section on "Patents"), pp. 510-25.

Amazon.com, Inc. v. Barnesandnoble.com, Inc., 239 F.3d 1343, 1350, 57 USPQ2d 1747, 1751 (Fed. Cir. 2001). (Leading case on internet-related business method patents). Please read carefully before class if you are "on-deck" - otherwise you may want to skim it and read it carefully after class.

14

Patents II: Breakthrough Technologies - The Example of Biotechnology Patents

Guest: Anita Meiklejohn, Fish & Richardson

Elliott, George C. "A Brief Guide to Understanding Patentability and the Meaning of Patents." Academic Medicine 77, no. 12, part 2 (December 2002): 1309-14.

Rai, Arti. "Genome Patents: A Case Study in Patenting Research Tools." Academic Medicine 88, no. 12, part 2 (December 2002): 1368-72.

Goldstein, Jorge, and Elina Golod. "Human Gene Patents." Academic Medicine 77, no. 12, part 2 (December 2002): 1315-28.

Newspaper clippings about Amgen, Cox-2, and Ariad litigation.

15

Antitrust, JVs and IP

Akula, John. "Antitrust Law in a Peanut." 1993.

"Antitrust Guidelines for the Licensing of Intellectual Property." Issued by the U.S. Department of Justice and the Federal Trade Commission. 6 April 1995. (PDF)

Newspaper clippings about airlines setting suit by government on fares, Varta Bosch, and U.S. vs. Microsoft®.

16

IP Rights and Business Strategies I

Guest: Sarah Cabot, Mintz Levin Cohn Ferris Glovsky & Popeo

Moscho, Alexander, Regina Hodits, Friedmann Janus, and Josef Leiter. "Deals That Make Sense." Nature Biotechnology 18, no. 7 (July 2000): 719-22.

Meltzer, Steven, Michelle Marks, and James McCormick. "Intellectual Property as a Foundation for Funding." Nature Biotechnology 20, supplement: BE47-BE50.

Barrett, Bill, and Cave Crawford. "Integrating the Intellectual Property Value Chain." Nature Biotechnology 20, supplement: BE43-BE46.

17

IP Rights and Business Strategies II

Guest: Joe Hadzima, Main St. Partners

Davis, Julie, and Suzanne Harrison. Edison in the Boardroom: How Leading Companies Realize Value Form their Intellectual Assets. New York, NY: John Wiley & Sons, 2001, pp. 12-15 and 143-158. ISBN: 0471397369.

Rivette, Kevin, and David Kline. Rembrandts in the Attic: Unlocking the Hidden Value of Patents. Cambridge, MA: Harvard Business School Press, 2000, pp. 1-13 and 33-36. ISBN: 0875848990.

18

Shifting Business Models and the Law: The Example of the Internet

Guest: Jorge Contreras, Hale & Dorr

Bagley. Chapter 14 (section on "Trademarks" and "Domain Names"), pp. 525-534.

Not required reading - for your future reference only: Hale and Dorr LLP's "2003 Internet Alerts." Available at the Web site of Hale and Dorr LLP.

19

International IP Protection; Licensing; Wrap-up

Newspaper clippings on Prilosec, GlaxoSmithKline and AIDS Drugs. Corixa, and Integra.

Module IV - Innovation: The Regulatory and Liability Risks

20

Litigation

Akula, John. "Business Disputes - The U.S. Legal Framework."

21

The Inside Counsel's Perspective

Guests: Tom DesRosiers, Genzyme

22

Bankruptcy and Reorganization

Guest: Jeanne Darcey, Palmer & Dodge

Bagley. Chapter 12 ("Creditors Rights and Bankruptcy"), pp. 384-428 (stop before "Putting it into Practice").

23

National Security and Dealing with Government

24

Products Liability

Guest: David Geiger, Foley Hoag

Bagley. Chapter 9 (section on "Strict Liability for Defective Products"), pp. 239-246.

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