Vesting in biostartups: analysis of new legal framework & fundamental rights

Abstract

The purpose of this article is to examine the vesting contract in biostartups, with emphasis on the new legal framework from the perspective of the principle of maximum effectiveness of fundamental rights. The vesting contract is analyzed in relation to the effectiveness of these rights, divided into two dimensions. In the subjective dimension, the vesting contract is seen as a way to protect the fundamental rights of startup partners and investors, including the right to contractual freedom. In the objective dimension, the vesting contract is seen as a way to promote the effectiveness of fundamental rights to growth and to innovative entrepreneurship, mitigating labor and tax risks, optimizing the company’s development, and bringing a strong economic and social impact on the development of a nation. The results showed that the vesting contract can generate risk reduction and legal certainty for the partners in a private environment of prior trust. Furthermore, the inclusion of the term “innovation” in Brazilian Federal Constitution reinforces the importance of scientific and technological research for the development of the country. However, the implementation of these fundamental rights is still incipient, especially in the field of biotechnology, where companies are subject to extremely high risks and a very high mortality rate due to innovative projects and the lack of administrative knowledge on the part of managers. Finally, as to the methodology employed, the study has an exploratory and descriptive character, with the conclusions derived from the qualitative analysis of information delimited with a bibliographical and documental review of books, articles, websites, jurisprudence and legislation.