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Create and Protect

Cooley Protect is a free resource designed by Cooley’s patent counseling & prosecution team.

Cooley GO in Asia offers the same free founder-focused legal resources and document generators that the US and UK ecosystems have come to trust.

This article outlines the five common pitfalls when issuing stock options to service providers in the US

The three contributions Board of Directors should bring to an Organization, Time, Talent or Treasure.

This article provides reader with tips and factors to consider when deciding on the size of board members for a Nonprofit Organization.

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This article provides a brief discussion on what 409A valuations are, why they are important, and if it impacts future valuations in venture capital financings

Preferred Stock

Glossary Term

Preferred Stock (like Common Stock) is a security that represents ownership in a corporation. In addition to the ownership interest, Preferred Stock has rights that Common Stock does not.

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With India’s strong ties with Silicon Valley and its maturing tech and startup ecosystem, outside investments in Indian companies are becoming increasingly common. However, the Indian economic and legal regime has some unique characteristics.

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As the venture capital scene continues to mature in both Southeast Asia and India, and market norms become more defined, this article seeks to highlight three common corporate governance issues in companies operating in these markets.

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In conjunction with our Q3 Venture Financing Report, I sat down with Anna Patterson from Gradient Ventures to get her take on the state of venture capital investing.

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Whether you're ready to IPO or getting ahead of yourself, it never hurts to read up on our 25 considerations in preparing for your IPO.

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If you are considering allowing an optionholder to “early exercise” stock options, make sure you understand the basics.

Officer

Glossary Term

Officers of a company have more formal responsibility and authority than rank-and-file employees and are responsible for the management and day-to-day operations of the company.

Option pool

Glossary Term

An option pool is a number of shares of stock reserved for issuance to service providers of a company pursuant to options and other equity incentives.

Organizational Meeting

Glossary Term

The organizational meeting is an initial meeting in which the basic organizational formalities of the corporation are determined.

Fiduciary Duties

Glossary Term

A person owes another fiduciary duties when that person has control over a financial interest of the other. For example, corporate directors owe fiduciary duties to that corporation’s stockholders.

Duty of Care

Glossary Term

The duty of care is one of the fiduciary duties and it is violated when an action is taken or not taken on the basis of inadequate information or without following a reasonable process.

Exclusivity

Glossary Term

In a term sheet, there is commonly a requirement for temporary exclusivity that requires one or both parties to negotiate exclusively with the other for a limited time or under certain conditions so that the investment of resources and time into due diligence and negotiations intended to finalize the agreement does not get interrupted or wasted because of an interloping offer.

Executive Session

Glossary Term

A Board of Directors can hold a meeting or a portion of the meeting with only non-employee directors, called an executive session.

Certificate of Incorporation

Glossary Term

The Certificate of Incorporation is a legal document that establishes a corporation as a legal entity and contains basic rules for governance of the corporation.

Common Stock

Glossary Term

Units of equity ownership in a corporation entitling their holder to a share of the corporation’s success through dividends and/or capital appreciation.

Conflict of Interest

Glossary Term

A conflict of interest is a situation in which a person is in a position to derive personal benefit from actions or decisions made in their official capacity.

Board Minutes

Glossary Term

Board minutes are a summary of what occurred at a meeting of the Board of Directors.

Board of Directors

Glossary Term

The Board of Directors of a company are the people elected by the stockholders to be responsible for the management of the company.

Bylaws

Glossary Term

Formal rules adopted by a corporation that establish how it will be governed.

Corporate Veil

Glossary Term

To “pierce the corporate veil” is to establish that there’s no legal separation between a company and the individuals involved. If a court “pierces the corporate veil”, stockholders may be held personally liable for the corporation’s obligations.

Audit Committee

Glossary Term

An audit committee is a committee of a company’s board of directors that is delegated the responsibility to oversee financial reporting and disclosure.

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So you’ve decided to incorporate as (or convert into) a Delaware Public Benefit Corporation (PBC). In your Certificate of Incorporation you have chosen a public benefit, or mission statement. Now what? This article discusses the ongoing compliance requirements that are unique to a PBC.

Board and Advisors

Being very clear about exactly who is on your board and when and how each person joined or left your board is important. Learn more about next steps you should consider for departing and new directors.

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One of the first decisions you need to make during the incorporation process is "How many shares do you want to authorize?" A common misconception is that the number of authorized shares is necessarily equal to the total number of shares issued at incorporation.

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There are several considerations that a private company should take into account when deciding whether to engage in, and how to structure, secondary sales of its stock (also referred to as a liquidity round).

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Once you have decided to seek a listing of your company’s shares by way of an initial public offering, you will want to ensure the process goes as quickly and as smoothly as possible. This article sets out some steps you can take at any early stage to help prepare your company for an IPO.

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You’ve taken the plunge and formed your business as a Delaware corporation. What do you need to do next?

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If a corporation’s board of directors decides that the business needs to be wound down, there are a number of legal paths to consider. Determining the best approach is fact-dependent, and the corporation and its board should get legal advice before making a decision.

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This article briefly introduces each of the principal business forms, namely corporations, partnerships, LLCs and sole proprietorships.

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Confusion about your ownership structure, or a poorly planned structure, can create unnecessary administrative hassle and legal expense, and in certain situations can ward off investors. Here are some matters to consider as you establish the ownership structure (capitalization) of your company.

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Whether you're ready to IPO or getting ahead of yourself, it never hurts to read up on our 25 considerations in preparing for your IPO.

Board and Advisors

While the board of directors delegates to officers of a corporation (such as the president), the authority to manage “day-to-day” matters, material actions require prior board approval.

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It is extremely important to keep excellent records. Over the life of your company, you will be asked on any number of occasions to provide evidence of Board approval of certain actions.

Board and Advisors

Proper preparation for board meetings and good record keeping practices can protect you and save you money.

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Learn the basics about what a corporation is before you decide what entity your business should take.

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When you receive a term sheet from a VC for a full preferred stock financing, the abundance and variety of terms might seem overwhelming. It can be difficult to understand what terms are really important when you don’t have experience living with those terms.

Board and Advisors

A well-functioning Board of Directors having regular meetings is a great way to keep your key investors informed and engaged, and is a critical component of sound corporate governance. Here are some tips on how to accomplish this.

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While each refers to early-stage financings, there are important differences between Friends & Family, Seed and Series A financings that you need to know.

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