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.

Too Small, Too Big, Just Right: The Goldilocks Size for a Nonprofit Board

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

What Foreign Investors Should Know When Investing In India

Raise

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.

FAQ: Delaware Public Benefit Corporations

Start

A Delaware public benefit corporation (PBC) is a for-profit corporation intended to produce a public benefit and operate in a responsible and sustainable manner. A PBC must be managed in a way that balances the interests of the company's stockholders, key stakeholders, and a specific public benefit.

Super Voting Stock: What is it and how can I get it?

Start

Very often founders raise the concern about protecting against dilution.  Specifically, they are concerned that, as they grow their business and issue stock to investors, employees, and advisors, their shares, and therefore their voting power, will be diluted.

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.

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 Loyalty

Glossary Term

The duty of loyalty requires that the interests of the company and stockholders be placed before personal interests when making decisions and evaluating opportunities.

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.

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.

What is a Benefit Corporation?

Start

Over the last several years, there has been a dramatic increase in entrepreneurs interested in using business to drive positive social change. Recently a new corporate entity has emerged to accommodate the interests of companies that seek to pursue both profit and purpose: the benefit corporation.

Delaware Public Benefit Corporation — Is It Right For You? A Five-Part Test

Start

If you’re an entrepreneur considering incorporating as or converting into a Delaware Public Benefit Corporation (PBC), this five-part test may be helpful in determining whether it is the right choice of entity.

You’re a Delaware Public Benefit Corporation — Now What?

Start

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.

How to Handle Changes on Your Board of Directors

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.

Running Out of Cash? Your Duties and Options for Winding Down

Sell

Learn about options available to companies when investors have decided not to fund and the company needs to consider winding down.

Should You Require a Signed NDA from a Potential VC Investor?

Create and Protect

First time entrepreneurs may be tempted to ask a VC to sign a non-disclosure agreement before pitching them or sending information to them. Here are four reasons why the investor may not be willing to sign the NDA, and why the request may harm your chances to secure funding.

Process Counts – Board Considerations When Contemplating a Sale

Sell

In addition to your basic fiduciary duties as a board member, here are some additional considerations to think about when bringing your company to market, picking a buyer and negotiating the terms of sale.

Your Duties as a Director:
The Basics

Board and Advisors

When you’re wearing the director “hat”, make sure to be mindful of your fiduciary duties to limit potential personal liability. This is a complex area of the law, but here are some of the basics.