Cooley Protect – Patent Resource Center

Create and Protect

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

Introducing Cooley GO in Asia

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.

What You Should Know About SAFEs

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What is the difference between convertible notes and SAFEs? Though they are similar in some respects, SAFEs have some distinctive characteristics that you should be aware of.

NVCA Financing Documents

Document Generator

Prepare the core set of documents for a venture financing using forms provided by the National Venture Capital Association.

Diversity Rider for Term Sheets

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In an effort to further advance diversity efforts and increase the representation of underrepresented minority groups on cap tables, Cooley GO’s term sheets include the option for a diversity rider, which requires startups and their investors to seek diverse co-investors in their deals.

What You Should Know About Warrants

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If you’re negotiating for equity financing, bridge financing, bank financing, venture debt, or a commercial transaction for your startup, you may be asked to issue a warrant as part of the deal. This article explains what a warrant is, and outlines some of the key terms to understand.

Q2 2020 Quarterly VC Update: Michael Lints on the State of Venture Capital Investing

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In conjunction with our Q2 Venture Financing Report, I sat down with Michael Lints of Golden Gate Ventures to get his take on the state of venture capital investing.

What You Need to Know About Down Round Financings

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A “down round” is a financing in which a company sells shares of its capital stock at a price per share that is less than the price per share it sold shares for in an earlier financing. Down rounds are frequently viewed much more harshly than flat or up rounds.

Convertible Promissory Note and Term Sheet (Singapore)

Document Generator

Convertible promissory notes are often used to fund early stage startups or to provide a “bridge” to a larger financing round or a sale of the company.  This form of convertible promissory note and a form term sheet for a convertible promissory note financing is for use by Singapore companies.

Safe

Glossary Term

A term used by Y Combinator that describes short “open source” documents that have been drafted for use in early-stage private company financing deals.

Convertible Notes in Southeast Asia and India – What Founders Should Know

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While convertible notes in Southeast Asia and India do feature many of the common U.S. terms such as conversion caps and conversion discounts, this article focuses on the additional terms that are sometimes seen in Southeast Asia and India.

Index of Cooley GO Docs Document Generators

Document Generator

Click here for an overview of all available document generators.

Seed Note and Equity Financing Documents and Generators

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Our new Series Seed Convertible Notes package and updated Series Seed equity documents broaden resources available for entrepreneurs.

Series Seed Convertible Note Financing Package

Document Generator

Issuing convertible notes is one of the most popular ways for startups to raise initial seed funding. Generate your own set of Series Seed Convertible Note Package here.

Security Interest

Glossary Term

A security interest is granted to a lender of secured debt.

Conversion Price Cap

Glossary Term

A conversion price cap is the maximum price per share at which convertible notes or SAFEs convert into capital stock at the time of the financing resulting in the conversion, regardless of the valuation agreed to by the company and the new equity investors.

Convertible Note

Glossary Term

A convertible note is an investment vehicle often used to facilitate investing in a company prior to establishing a valuation. Convertible notes are loans that generally later convert into equity.

Bridge financing

Glossary Term

A bridge financing is a financing intended to provide a startup with the necessary capital to get to a subsequent funding round or sale transaction.

Frequently Asked Questions: Convertible Debt

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How do you show convertible debt on your cap table? Can you bring investors in at different times? What happens if you can't repay your investors? Check out the answers to these and several more frequently asked questions about convertible debt and convertible notes.

How to Allocate Stock to Founders and Other Early Team Members

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One question I get asked all the time by a team founding a startup is how to allocate stock among the two or three initial founders. This stock allocation question is particularly difficult to answer at the start.

Calculating Share Price With Outstanding Convertible Notes or Safes

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Now that you have agreed on a company valuation with your investors, how do you calculate the price per share for your Series A financing? This can be especially tricky when the company has outstanding convertible notes that are converting into shares of preferred stock.

Understanding The Valuation Cap

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While in days of yore it was basically the case that convertible notes had no discernible link to any particular valuation, those days have passed.

Convertible Note Term Sheet

Document Generator

Many early stage companies use convertible debt for their initial fundraising. Take the first step by generating a custom term sheet.

Primer on Convertible Debt

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Many early stage companies use convertible debt for their initial fundraising. This article identifies and explains the basic terms of convertible debt.

What is the Difference Between “Friends and Family”, Seed and Series A Financings?

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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.