The Legal Framework Governing Spin-Off Companies from University Technology Incubators in Iraq: A Comparative Study

Abstract

This research examines companies emerging from technology incubators at Iraqi universities as a modern legal mechanism for linking university innovation and research with the market by regulating the commercial and economic exploitation of knowledge and research outputs and transforming them into independent business activities. The research problem lies in the absence of a specific legal framework governing this type of company, which is based on knowledge- and research-driven innovation, and in the inadequacy of the general framework established by the Iraqi Companies Law No. (21) of 1997, as amended, to accommodate its distinctive characteristics. The research aims to propose a legal framework more consistent with the nature of these companies, in light of the rules of the World Intellectual Property Organization (WIPO) and the Egyptian and Jordanian experiences. The research adopts an analytical and comparative approach by examining relevant legal provisions and comparing the Iraqi regulatory framework with comparative approaches concerning the licensing and valuation of knowledge assets, the distribution of their returns, the protection of related rights, and their disposition upon the company’s dissolution. The research concludes that Article (51/1) of Law No. (17) of 2024 provides an enabling legal framework for establishing such companies, but does not establish a comprehensive regulatory regime for them. Furthermore, the general rules governing company formation do not adequately address issues relating to innovative and research rights, the relationship between the university, the innovator, and the company, the valuation of such rights, their contribution to the company’s capital, or their disposition upon dissolution. The research recommends the adoption of specific regulations or detailed instructions governing the establishment of these companies, the exploitation of knowledge and research rights, the management and distribution of resulting revenues, as well as oversight and protection of such