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.

Five Common Mistakes US Companies Make When Issuing Stock Options to US Service Providers

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

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

ISOs v. NSOs: What’s the Difference?

Build a Team

Stock options are one of the most common forms of equity compensation that a company can use to incentivize its workforce. When a company issues options to US employees, there are two types it can choose from: incentive stock options (ISOs) and non-qualified stock options (NSOs).

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.

Employee Share Option Plans in Singapore

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After you set up your new company, one of the first legal documents you will be thinking about is an incentive equity plan, sometimes referred to as an “option plan” or an “ESOP”.

Early Exercisable Stock Options: What You Need to Know

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

Secondary Sale

Glossary Term

A secondary sale is the sale by an existing stockholder of shares in a private company to a third party that does not occur in connection with an acquisition of the company.

Option grant

Glossary Term

An option grant is a right to acquire a set number of shares of stock of a company at a set price.

Non-qualified Stock Options [NSO]

Glossary Term

Non-qualified Stock Options (NSO) are stock options that, when exercised, result in ordinary income tax on the difference between the exercise price and the fair market value of the underlying shares.

Exercise Price

Glossary Term

Every stock option has an exercise price, also called the strike price, which is the price at which a share can be bought.

409A

Glossary Term

Section 409A of the Internal Revenue Code is a complex and often counterintuitive set of tax rules applicable to deferred compensation.

Negotiating the Venture Debt Term Sheet

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If venture debt is a better option for you than doing an equity round, here are some key concepts you should understand before executing the term sheet.

Share Incentives for Employees of Private UK Companies

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Learn about the various ways in which employees of private UK companies can receive share incentives, such as a grant of options or a direct award.

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.

You Never Issued Stock To Your Founders. Is That A Problem?

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This article offers a cautionary tale on the legal and business importance of addressing and documenting founders' ownership interests before incorporation.

Advice on Advisor Option Grants

Board and Advisors

We often are asked by clients about common terms for stock or option grants for advisors. Advisors are typically business or technical people that lend their time and expertise to a company in exchange for equity.

Choosing the Correct Business Entity: The Basics

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

Establishing the Ownership Culture: Stock vs Options

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We often get asked about the difference between the two most common forms of equity grants - stock and options. This article is intended to highlight some of the important differences between them.

Tips for Onboarding Employees to Early-Stage Companies

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Early-stage companies frequently overlook many fundamental legal needs and issues surrounding the onboarding of service providers. Here are a few considerations for early-stage companies as they engage workers, and tips to avoid pitfalls that could lead to significant liability.

There is No Such Thing as “Founder Stock” (legally speaking)

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Founder Stock may not be what you think it is.