Having the cake and eating it too: efficient penalty clauses in Common and Civil contract law

In this paper we examine one of the areas where there is a marked difference between Civil and Common contract law, that of the enforcement of liquidated damages and more particularly of penalty clauses. Common law judges are quite reluctant to enforce liquidated damages, especially if they believe that they include penalty clauses which are not enforceable. On the contrary, in almost all European contract laws liquidated damages are readily enforced, as are penalty clauses when they are not manifestly excessive. Although most law and economics scholars have criticized Common law courts for the non-enforcement of penalty clauses, there is a sizable minority of scholars who have defended the Common law “non-enforcement” policy on the ground that penalty clauses are inefficient because they hinder efficient breach. However, and despite the merits of the arguments advanced by advocates of the non-enforcement of penalty clauses, we believe that Common law’s rejection of penalty clauses is inefficient. We further show that the Civil law solution to the problem is not only comparatively more efficient, but that it can also appease the worries of those scholars who are afraid that efficient breaches will be deterred. The solution that Civil law systems give to the problem manages to enforce the parties’ wishes and to avoid deterring efficient breaches. However, we point out that in order for the Civil law systems to take advantage of this superiority, the interpretation of their Civil Codes should be guided by economic analysis and the respect to the wishes of the contracting parties.     

Transferring technology into and within the third world

This article is based on Jordan J. Baruch's talk at the banquet at this year's Technology Transfer Society's annual meeting on the occasion of his being named winner of the society's Thomas Jefferson Award. As recipient of the award, he was cited for outstanding achievements in technology transfer in three categories:1. Exemplary success in managing actual transfer (Baruch invented and managed transfer of many civilian and military technologies in acoustics.).2. Leadership in technology-transfer public policy (He has been a frequent expert in Congressional testimony on such issues as consortia in technology development and commercialization. He also led efforts to develop formal organizations to promote technology transfer between the US and other nations such as Israel, Jordan, India, China, and several African countries.).3. Significant contributions to professional knowledge in technology transfer (Baruch has promoted the use of computer conferencing and was the conceptual and political driving force for the formation of the Center for Utilization of Federal Technology.). Jordan J. Baruch, who has a Ph.D. in electrical engineering from the Massachusetts Institute of Technology (MIT), is a consultant (Jordan Baruch Associates). He served as assistant secretary for science and technology at the US Department of Commerce in 1977–81. A professor at Dartmouth, The Harvard Business School, and MIT, he also was a founding partner of the engineering firm Bolt Beranek & Newman. Baruch is a member of the National Academy of Engineering.     

Entrepreneurship research centers around the world: research orientation,knowledge transfer and performance

This work investigates entrepreneurship research centers, and analyzes their research performance. Studies on the determinants of performance of research centers have mainly focused on science and technology, while entrepreneurship has been so far neglected. Through an analysis of 46 centers worldwide, we focus on entrepreneurship research and the role of centers, by discussing how knowledge transfer mechanisms and research orientation affect research performance. Our findings contribute to shed light on the divergence of methodologies and approaches characterizing entrepreneurship research; they also corroborate the view that centers enable a “compound Matthew-effect”, according to which knowledge transfer to external stakeholders, after controlling for research orientation of the center, does foster and enrich research performance.     

Technology transfer: Toward mapping the field,a review,and research directions

With the renewed interest in technology transfer in academia, industry, and government, there is a need to focus the field. This article identifies the key elements of the domain of technology transfer, surveys the key terms used in the literature and offers some research directions. Technology transfer is viewed as a multidisciplinary phenomenon, and as a field of knowledge, hence this call for a sustained effort to build a TT theory and to generate research streams across disciplinary boundaries.     

Data transfer to third countries: Transfers of personal data to third countries: the role of binding corporate rules

This article explores an EU Working Party report that examines the role of contractual solutions, such as binding corporate rules, on transfers of personal data to third countries.     

Technology transfer and entrepreneurship: cross-national analysis

The purpose of this article is to improve our understanding of the links between technology transfer, entrepreneurship and the institutional setting in explaining both the competitiveness of firms and the economic performance of places, albeit a city, region, state or country. We accomplish this objective by presenting a framework for the cross-national analysis of different regional contexts. Finally, we introduce the papers included in this special issue in the International journal of Technology Transfer on ‘Technology Transfer and Entrepreneurship: Cross-National Analysis’.     

The activities of university knowledge transfer offices: towards the third mission in Italy

Establishing deeper engagement with industry and society has recently become a key concern of universities. To pursue this goal, universities—as well as other public research organizations—have started to reorganize internal resources, to redefine their activities and policies, and to redesign their overall knowledge transfer (KT) business models. As a consequence, in several countries a wide heterogeneity exists in the types of KT models adopted and in the outcomes arising from KT activities. By performing a cluster analysis and a multinomial logit regression on an extensive dataset that almost covers the entire population of Italian universities, in this study we analyze (1) whether models of KT characterized by a broader engagement with society are gradually substituting models more focused on technology commercialization, and (2) which factors related to the availability of resources and universities’ strategic intention better explain existing differences. Insights from the study might help university managers to define the most appropriate actions to fully undertake the implementation of the university third mission.     

Technology transfer: A look at the federal sector

An important resource in the search for solutions to serious issues confronting the United States is the science and technology which result from Federally funded research and development. To obtain the optimum return on this significant investment requires that the resultant technology be adapted for secondary utilization and/or be transferred to primary and secondary users. This article describes the magnitude and scope of Federally sponsored research and development and describes the major Federal technology transfer efforts. While present technology transfer efforts, mostly passive, are necessary, there is need for more active methods. The Federal government is seeking ways to improve its technology transfer effort. General agreement on the following actions appears to exist: Stronger support by Federal research and development management, and increased commitment of personnel and funding to the Federal technology transfer effort.     

Technology transfer in the navy: The historical background

This report reviews technology transfer in light of the Stevenson-Wydler Technology Innovation Act of 1980. Following a brief introduction, a section on “Definitions” explains the several meanings that the phrase “technology transfer” now carries in policy discussions. The next section, on “Passive Technology Transfer”, reviews traditional Department of Defense scientific and technical information programs that relate to technology transfer. A section on “Military Industrial Transfer” examines technology transfer from the Defense Department to private industry, expecially to defense contractors. A section on “The Stevenson-Wydler Act and Active Technology Transfer” describes the principal provisions of the new act and why Congress passed it. The next two sections, on “NASA’s Technology Transfer Program” and “The Federal Laboratory Consortium” outline the two existing Government programs Congress relied upon in developing ideas for the new law. A section on “Implementation of the Stevenson-Wydler Act”, discusses several important issues that must be considered by Navy laboratory management as the new law is put into effect in the Navy. Finally, a brief conclusion emphasizes the major point of the report: That Congress, in passing the Stevenson-Wydler Act, did not fully consider what relationship the new technology transfer programs it was requiring in the Executive Branch should bear to existing programs with similar purposes. If the public interest is to be served, the report argues, the Navy must consciously and carefully determine the proper nature of this relationship.     

Technology transfer offices and academic spin-off creation: the case of Italy

Over the past decades, university-industry relationships have become an important subject due to the essential role played by technological progress in the economic development of countries. From a theoretical point of view, several studies have shown the close relationship between investments in research and innovative activities of universities and the economic growth of specific territories. Indeed, the strong linkages between universities and a country’s production system encourage the process of technology transfer and the commercial use of the research results. For this reason, the European Union has implemented a series of measures to promote the adoption of research findings in the real economic and social context, strengthening the linkages between universities, industries and government. As a starting point for enhancing this link, specific mechanisms have been devised by universities. In particular, technology transfer offices (TTOs) have been created to stimulate and encourage the dissemination of the research outcomes, translate them into practise, and facilitate their interrelations with the other two agents of the innovation systems: industries and government. Within this context, the present paper aims to gain knowledge on the determinants of spin-off creation in Italy with special attention to the role played by university TTOs. Specifically, an econometric probability model has been built merging the extant literature into four distinct strands. The analysis, based on the NetVal indicators and primary data survey, has allowed us to assess the Italian experience at an aggregate and disaggregate level.     

Technology transfer and value creation: Extending the theory beyond information exchange

Most interfirm models of technology transfer involve the exchange of information. As technology gains increasing importance in competitive strategy, however, the information-exchange perspective becomes increasingly limited. This paper conceptually extends the interfirm technology-transfer process to include aspects of commercialization and value creation. Like other areas of organizational science, much of the problem associated with technology transfer involves implementation. The model developed in this study, in its simplest form, links the technology-transfer process to the well-developed process models of new-product and new-venture development.     

Technology transfer: Water purification,U.S. Army to the civilian community

The Logistics Support Laboratory at the Belvoir Research and Development Center is responsible for the development of water purification equipment for the field Army. Developing water purification systems for military use has led to technological breakthroughs which have benefitted the civilian community. Two examples are the evaluation of the Army's ERDLator for the decontamination of water polluted with asbestos fibers, and design of a plant for the soluble-sulfide precipitation of heavy metals from industrial wastewater.     

Technology transfer to the hardwood industry: Testing new strategies

The National Agricultural Library and the Extension Service, US Department of Agriculture, are collaborating on a technology-transfer strategy with the hardwood industry. The strategy is based on the premises that 1) industry associations can serve as vehicles for identifying industry-wide needs, 2) non-traditional research bases are fertile sources of alternative technologies, 3) technology agents can uncover existing technologies and evaluate the feasibility of commercializing them, and 4) state-of-the-art reports and promotion of new cost-saving technologies provide industry with new products and new processes. He has been a program director for Public Technology, Inc. and the executive director of the Federal Laboratory Consortium for Technology Transfer. Dr. Maher is the current president of the Technology Transfer Society's Washington, DC, Chapter.     

Love,fear, and justice: Transforming selves for the new world

Two current models of the self are contrasted. The limitations of these (egocentric autonomous and sociocentric organic) models generate five problems for a comprehensive approach to justice. An alternative model is presented that views the self as an agent who is dependent on others and is motivated by both love for the other and fear for the self. This alternative model has three advantages: The two current models can be derived from it; it resolves the problems created by their limitations; it provides a concrete vision of how we must develop ourselves if we wish to obtain a just world.