The innovative firm: organizational profiles (searching for “corporate law of innovation”)

The article addresses the topic of the organization of the innovative enterprise, understood, in the light of the most recent studies in innovation economics, as an autonomous socio-economic type with respect to the ordinary (optimizing) enterprise. After an examination of the systematic relevance of this phenomenon within the Italian legal system, the work focuses on corporate law profiles, inquiring about the configurability of a true “corporate law of innovation,” understood as a dogmatic category with interpretative value to be reconstructed in the light of a coordination between principles of intellectual property law and corporate law. This question is explored, on an analytical level, in the context of the corporate law aspects of start-ups and innovative SMEs, interpreted as the point of emergence of a broader set of principles aimed at fostering the efficient and equitable organization of companies dedicated to radical innovation with a high growth potential. With this in mind, the article first addresses the interpretative problems posed by the legal definition of innovative start-ups and SMEs, arguing in favor of reconstructing them in light of the requirements of novelty and originality of patentable inventions. The work then examines the scope and limits of private autonomy (at the level of articles of association and of shareholders’ agreements) in the context of innovative start-ups and SMEs organized as s.r.l., with particular reference to the phenomenon of crowdfunding and venture capital financing: here proposing differentiated solutions for innovative companies compared to ordinary companies, within the framework of the control of legal worthiness of acts of entrepreneurial autonomy. Lastly, the paper delves into problems related to the ownership of intellectual property rights on inventions created within innovative start-ups and SMEs, the remuneration of team members (including shareholders and directors), and the regulation of the managerial function in such corporate contexts: issues addressed in the light of coordination between corporate law and intellectual property rights regulations.