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 is the Difference between 409A Valuations and Venture Capital Valuations?

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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

What is a legal opinion and why are my investors asking me for one?

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A legal opinion is often one of the closing conditions for a venture financing of a US, particularly Delaware-incorporated, company. Founders of these companies will often ask us, “what is a legal opinion?” and “why do investors need one?”

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.

Indemnification in Venture Capital Deals in Southeast Asia and India

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In Southeast Asia and India deals, it’s not uncommon for the company to indemnify the investors against breaches of the representations, warranties and covenants contained in the investment documents.

Q4 2019 Quarterly VC Update: Nisa Leung on the State of Venture Capital Investing

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In conjunction with our Q4 Venture Financing Report, I sat down with Nisa Leung from Qiming Venture Partners to get her take on the state of venture capital investing.

25 Considerations in Preparing for an IPO – for Technology Companies

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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.

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.

Data Room

Glossary Term

A data room is a space (often virtual) used for storing information such as contracts or corporate documents typically with the intent to share that information in a secure and/or confidential fashion with others (such as with a potential acquiror).

Due Diligence

Glossary Term

Due diligence is the process of reviewing legal and financial documents relevant to a transaction prior to the finalization of a deal.

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.

Prep to Sell – Getting Ready for an M&A Exit

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OK, so you have made the decision to explore a sale of your company. What can you do to make the deal go smoothly and put your best foot forward?

10 Suggestions for UK Entrepreneurs Preparing to Raise Venture Capital

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The first rule of successful fundraising from VCs is: Be Prepared. Read these suggestions before you hit the road.

Preliminary Request for Documents Template

Sample

This preliminary request for documents template for UK companies will help you understand what investors will look for before they will close the the deal. It may be helpful as a guide for organizing your corporate and legal records now .

The Due Diligence Process for UK Companies

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Due diligence is the process whereby the proposed investor in, or the proposed buyer of, your company investigates the company’s business, people, records and key documents.

IPOs in the UK: What’s Involved?

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Obtaining a listing of your company’s shares can be a long, demanding and complicated process which will have long term implications for your company. It is therefore important that you understand what is involved as planning in advance will be crucial if the IPO is to be successful.

M&A: Understanding Heads of Terms

Sell

A serious buyer for your company is likely to present you with heads of terms (also known as a letter of intent, memoranda of understanding or term sheet) covering the basic terms on which it proposes to buy your company.

Getting Ready for Your UK IPO

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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.

Should You Invest in Patent Protection?

Create and Protect

Patent protection is an investment in technology. Like other investments, it can be expensive and uncertain.

Post-Incorporation Checklist: 10 Next Steps to Consider

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

10 Considerations for Protecting Confidential Information When Selling Your Company

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Here are some easy tips you can follow to protect against misuse or theft of your company’s confidential information when letting potential buyers take a look.

5 Common Financial Mistakes Startups Make

Start

Unless you’re a financial whiz, it’s not always easy to also work out your financial plan and pin down precise numbers—and sometimes important financial details can fall by the wayside.

6 Tips for Agreements with Contract Manufacturers in China

Create and Protect

Thanks to globalization and outsourcing, a lot of contract manufacturers in China today are large and sophisticated, but many of them still like to use supply agreements that look like nothing more than a sloppy purchase order.

Sample VC Due Diligence Request List

Sample

This sample due diligence request list will help you understand what VCs will look for before they'll close your financing.

Why You Can’t Afford To Be Disorganized

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You will not be able to close a round of financing, sell your company or do an IPO if your corporate house is a mess. Here's some tips on getting your house in order.

25 Considerations in Preparing for an IPO

Sell

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.

Why and How Do You Maintain a Corporate Minute Book?

Start

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.

What You Need to Know About Board Meetings and Record Keeping

Board and Advisors

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

Negotiating Term Sheets: Focus on What’s Important

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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.

15 Tips for Successful Board Meetings After Raising Venture Capital

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.

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.