Law Commons^™

U.S. Immigration Policy: A Barrier To Immigrant Entrepreneurs, Innovation, And Startup Growth?, Courtney Kaiser

University of Miami Inter-American Law Review

No abstract provided.

Protecting The Little Guys: How To Prevent The California Supreme Court’S New “Abc” Test From Stunting Cash-Strapped Startups, Braden Seibert

The Journal of Business, Entrepreneurship & the Law

California startups and independent contractors are in desperate need of a lifeline before they are gone for good. This state has long favored the employee over the employer, but the California Supreme Court’s new “ABC” test tips the scales even further by making it practically impossible for startups to compensate their workers. As a remedy, I propose exemptions to the test for sophisticated contractors who do not need the state’s protection, certified owners who have demonstrated fair play, and small businesses which are still in the developmental stages. Though the Court based its decision largely on a policy of protecting …

Up Close And Personal With Delaware, Darian M. Ibrahim, Brian J. Broughman

Darian M. Ibrahim

No abstract provided.

The New Exit In Venture Capital, Darian M. Ibrahim

Darian M. Ibrahim

No abstract provided.

How Do Start-Ups Obtain Their Legal Services?, Darian M. Ibrahim

Darian M. Ibrahim

This Essay is the first to examine, using responses to online surveys, the use of in-house versus outside counsel by rapid-growth start-up companies. It also explores, from the vantage point of the start-up’s entrepreneur, some reasons for that choice. The Essay tests several hypotheses derived from the economic and entrepreneurship literatures about the benefits of in-house versus outside counsel in the unique context of start-up firms.

Public Or Private Venture Capital?, Darian M. Ibrahim

Darian M. Ibrahim

No abstract provided.

Intrapreneurship, Darian M. Ibrahim

Darian M. Ibrahim

This Article on “intrapreneurship” has several goals. First, it points out that while much of the legal literature on innovation is concerned with startups (entrepreneurship), the innovation that takes place inside our largest corporations (intrapreneurship) is substantial, important, and understudied. Second, the Article observes that while large technology corporations that used to be startups may remain intrapreneurial in culture, intrapreneurship is less common in the aggregate than we might expect. Reasons include organizational bureaucracy, laws favoring entrepreneurship, and what Clayton Christensen (Harvard Business School) calls “the innovator’s dilemma.” The innovator’s dilemma is, put simply, that good management causes large corporations …

Equity Crowdfunding: A Market For Lemons?, Darian M. Ibrahim

Darian M. Ibrahim

No abstract provided.

Delaware’S Familiarity, Brian J. Broughman, Darian M. Ibrahim

Darian M. Ibrahim

No abstract provided.

Crowdfunding Without The Crowd, Darian M. Ibrahim

Darian M. Ibrahim

The final crowdfunding rules took three years for the Securites and Exchange Commission to pass, but crowdfunding—the offering of securities over the Internet—is now a reality. But now that crowdfunding is legal, will it be successful? Will crowdfunding be a regular means by which new companies raise money, or will it be relegated to a wasteland of the worst startups and foolish investors? This Article argues that crowdfunding has a greater chance of success if regulators abandon the idea that the practice does (and should) employ “crowd-based wisdom.” Instead, I argue that crowdfunding needs intermediation by experts that mirrors the …

Crowdfunding Signals, Darian M. Ibrahim

Darian M. Ibrahim

No abstract provided.

Crowdfunding Without The Crowd, Darian M. Ibrahim

Darian M. Ibrahim

No abstract provided.

Startup Governance, Elizabeth Pollman

All Faculty Scholarship

Although previously considered rare, over three hundred startups have reached valuations over a billion dollars. Thousands of smaller startups aim to follow in their paths. Despite the enormous social and economic impact of venture-backed startups, their internal governance receives scant scholarly attention. Longstanding theories of corporate ownership and governance do not capture the special features of startups. They can grow large with ownership shared by diverse participants, and they face issues that do not fit the dominant principal-agent paradigm of public corporations or the classic narrative of controlling shareholders in closely held corporations.

This Article offers an original, comprehensive framework …