"The ecosystem and entrepreneurial community being fostered at the Cove is playing a key part in the successes of UCI faculty innovators. For us, it has been indispensable. We connected with a few Cove residents and this resulted in seed funding that contributed to getting us off the ground."– Michelle Khine, Ph.D.
 
Putting together a potent and cohesive group to form a startup company is an important first step. One of the most difficult aspects of creating a new business is determining who is in the business and establishing expectations concerning roles in, and commitments to, the company. If the inventor is the main motivator for the new company, then he or she must consider personal goals, family responsibilities, and professional commitments. If the inventor is not the motivator for the decision, then the business driver will have to determine who is involved, which usually includes the inventor in some role.

CHOOSING YOUR ROLE

Consider each founder’s role in the management team. Team members may be needed with strong domain expertise, sales experience, and marketing know-how. Investors are usually interested in a company with a strong management team; they are unlikely to fund even the best ideas if the right team is not in place. 

When choosing your role in the company, you should consider your involvement in the company, the current needs of the company, and your long term plans for the company. You should be aware of University of California policies covering faculty involvement with outside entities. 

The information below identifies requirements of Conflict of Commitment and Conflict of Interest policies based on the role or financial interests of the faculty member in the startup.  Please note some of the Conflict of Interest policies also apply to UCI academic appointees, staff, and students. 

 
Requirements of Conflict of Commitment and Conflict of Interest Policies

CEO/Officer/Executive of Managerial Position of Company

Conflict of Commitment:
Category I – requires prior approval of the Vice Provost. Subject to annual approval and reporting.
Conflict of Interest1:
Disclosure may be required per State law and Institutional Review board (IRB) COI Policy.

Founder

Conflict of Commitment:
Category I – requires prior approval of the Vice Provost. Subject to annual approval and reporting.
Conflict of Interest1:
Disclosure may be required per State law and IRB COI Policy. 

Advisory Board Member/Member of Board of Directors

Conflict of Commitment:
Category II – subject to annual reporting and time limits. If activity is managerial, it falls under Category I requiring prior approval of the Vice Provost.
Conflict of Interest1:
Disclosure may be required if you are the Chair of the Advisory Board or Board of Directors per State law and IRB COI Policy.

Consultant

Conflict of Commitment:
Category II – subject to annual reporting and time limits. If activity is managerial, it falls under Category I requiring prior approval of the Vice Provost. 
Conflict of Interest1:
Disclosure may be required per State law and IRB COI Policy. If also received income, disclosure may be required per Public Health Service (PHS) and National Science Foundation (NSF) COI Policies.

Employee

Conflict of Commitment:
Category I – if salaried, requires prior approval of the Executive Vice Chancellor/Provost. Subject to prior approval and annual reporting.
Conflict of Interest1:
Disclosure may be required per State law and IRB COI Policy. If also received income, disclosure may be required per PHS and NSF COI Policies.

Research or Administration of a Grant Outside of the University

Conflict of Commitment:
Category I – requires prior approval of the Executive Vice Chancellor/Provost. Subject to prior approval and annual reporting.
Conflict of Interest1:
Disclosure may be required if company sponsors research at UCI.

Equity or Ownership Interest

Conflict of Commitment:
May or may not raise a conflict o commitment issue – determination on a case-by-case basis.
Conflict of Interest1:
Disclosure may be required for all COI Policies.

1The COI disclosure requirements may apply based on the type of sponsor for your research project (non-governmental entity, NSF, or PHS) and if the research involves human subjects. In addition to the above scenarios, if you receive or will receive income from the company, regardless of your title/role in the company, you may be required to disclose.

INVOLVING A UCI FACULTY MEMBER2 (CONFLICT OF COMMITMENT)

To honor your professional obligations to UCI as a UCI faculty member, you are required to request prior approval for certain outside activities described in the University of California policies covering Conflict of Commitment and Outside Professional Activities. These certain outside activities include but are not limited to: assuming a founding or co-founding role of a company, assuming an executive or managerial position outside of the University, and involving a student in your outside professional activity. Prior approval must be granted before engaging in the outside professional activity. In addition, faculty members are required to disclose annually for certain outside professional activities in an annual report.

For more information, please review the applicable Conflict of Commitment policy:

  • APM 246 for Faculty Administrators -100%
  • APM 240 for Deans
  • APM 671 for faculty participating in the Health Sciences Compensation Plan
  • APM 025 for all other faculty covered by Conflict of Commitment policy.
Forms:
For more information, contact Academic Personnel.


2See APM 025-14(a), Faculty titles subject to APM 025. All faculty holding appointments in the following title series are subject to this policy; however, faculty holding appointments of less than 50 percent time are not subject to the annual reporting and prior approval requirements: Professor, including Acting titles; Professor in Residence; Adjunct Professor; Professor of Clinical (e.g., Medicine); Health Sciences Clinical Professor; Clinical Professor of Dentistry; Lecturer or Senior Lecturer with Security of Employment; Lecturer with Potential Security of Employment. Please note that faculty holding titles in these series are subject to APM 025 if not participating in the Health Sciences Compensation Plan. Faculty participating in the Health Sciences Compensation Plan are subject to APM 671 and are not subject to APM 025.

INVOLVING A UCI ACADEMIC APPOINTEE

Other academic appointees who may become involved in a startup include Postdocs, Specialists, and Project Scientists. When hiring an academic appointee to work on a startup, it is important to remember that an academic appointment percentage at UCI should closely match the appointee’s time and effort commitment to the University. If an academic appointee has a 100% appointment at the University, the appointee should be dedicating time and effort appropriate for a 100% appointment. 

Terms and conditions of employment at UCI for the following titles are available at the following links: 

For additional information regarding special considerations related to inviting a UCI academic appointee to take part in a startup, contact Academic Personnel

INVOLVING STUDENTS

Student involvement in outside companies, including faculty startups, may offer the student potential educational benefits. However, the relationship between faculty member and student must be protected from influences or activities that may interfere with learning consistent with the goals and ideals of UCI (see the Faculty Code of Conduct, APM 015). A faculty member involving a student in outside activities has the responsibility to ensure that the student’s participation does not interfere with the student’s academic obligations.

If the faculty member has, or expects to have, academic responsibility (instructional, evaluative, or supervisory) for the student, the faculty member must obtain prior written approval from the Department Chair using Form AP-2, before involving a student in an outside professional activity regardless of whether the faculty member is compensated for or has a financial interest in the activity. The involvement of a student in the outside professional activity of a faculty member must not affect, positively or negatively, the faculty member’s evaluation of the student’s performance in any other context. For more information, please review the applicable Conflict of Commitment policy:

  • APM 246 for Faculty Administrators -100%

  • APM 240 for Deans

  • APM 671 for faculty participating in the Health Sciences Compensation Plan

  • APM 025 for all other faculty covered by Conflict of Commitment policy.

Note that student visas, as well as certain other visa types provided for university employees, are generally not transferable to an outside company for employment purposes. Transferring some visas can also be prohibitively expensive for a startup.  Please be sure to consult appropriate counsel for assistance.

CONFLICT OF INTEREST (COI) OVERSIGHT MEMBERS FOR GRADUATE STUDENTS

One good way to help reduce the potential for a conflict of interest is to appoint a non-conflicted faculty member, “COI Oversight Member,” to a graduate student’s research/thesis committee if the student is involved in research related to their faculty mentor’s financial interest.  The COI Oversight Member is a non-voting Ex Officio member of the student’s research advisory and/or thesis/dissertation committee meetings who is aware of the COI issues and the relevant campus policies. This COI Oversight Member is also required in cases where the Chair, Research/Thesis Advisor or other member of the committee has a financial interest in an outside entity that constitutes a conflict of interest that could potentially harm the graduate student.  The COI Oversight Member is appointed by the Dean of the Graduate Division.

The process of Graduate Division selecting the COI Oversight Member is as follows:

  1. The departmental representative will submit a written request to appoint a COI Oversight Member to the Graduate Dean no less than two weeks prior to the date of the exam to allow a reasonable time for review. This request should include background information describing the circumstances of the possible conflict. Please make sure the three faculty members listed as possible oversight members are senate faculty and are not from the student’s home department.
  2. The Graduate Dean will select the COI Oversight Member from a list of three nominees agreed upon by the student, the faculty research/thesis advisor, and the departmental representative. The Graduate Dean will retain sole authority to appoint the COI Oversight Member, and no exceptions to this requirement will be considered.

For more information, contact Andrea Bannigan: alanders@uci.edu, 949-824-1244.

INVOLVING FOREIGN NATIONALS

When building a team for your startup team, it’s important to think about employment options and employment eligibility. UC Irvine hosts a variety of international and domestic students, scholars and faculty. Foreign nationals may have certain restrictions for employment based on their visa status in the United States. An individual’s visa status may also impact their opportunity to participate in the startup team.

Note that student visas, as well as certain other visa types provided for university employees, are generally not transferable to an outside company for employment purposes. Transferring some visas can also be prohibitively expensive for a startup. Please be sure to consult appropriate counsel for assistance.

If there are questions about employment eligibility when building your startup team, please contact the UCI International Center at internationalcenter@uci.edu for further guidance. UCI International Center staff will be able to assist with foreign national employment based matters.

CONFLICT OF INTEREST (COI) 

The primary goals of the COI team are to protect the objectivity of research and to help individuals manage their potential conflicts of interest. A conflict of interest is when a researcher’s outside financial interest(s) may compromise or appear to compromise the design, conduct, or reporting of their research projects. 

To facilitate the committee reviews of financial interests, the Conflict of Interest Oversight Committee (COIOC), a committee composed of UCI faculty members reviewing financial disclosures, encourages you to do the following in your financial disclosures: 

  • Be transparent in describing your financial interest
  • Acknowledge the potential conflict of interest
  • Explain how you have mitigated the potential conflict

The best way to understand and manage the disclosure requirements created by your new financial interest is to meet with the COI team while you are first developing your plans for yourself, your company, and your UCI research. The COI team can help identify potential concerns from the COIOC and provide suggestions on how to best address those concerns. The majority of potential conflicts of interest can be managed and recommended for approval with appropriate planning. 

For more information, please review the following helpful COI Resources: 

Schedule a meeting with a COI team member

COI Best Practices

Researcher Considers Acquiring a New Financial Interest

COI meets with Researcher to discuss:
  • Types of financial interest (role, equity, etc.) & UC policies
  • Plans for new financial interest
  • How it affects their research (disclosure requirements, study design changes)
  • How to address COI concerns in existing research projects & new proposals
  • Refers to Academic Personnel if necessary for conflict of commitment

Research Acquires a New Financial Interest

  • Researcher notifies COI so COI can help them update their disclosure
  • Research considers COI concerns while designing new studies in anticipation of COIOC review(s) in light of new financial interest

Researcher Submits an Updated Disclosure for COIOC Review

  • Researcher describes steps taken to mitigate potential COI in disclosure forms
  • COI conducts pre-review to facilitate COIOC review and works with Researcher to address any concerns or provide clarifications

COIOC Reviews Disclosure

  • COIOC evaluates steps taken to address COI concerns as described in the disclosure and makes recommendation