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 a ‘Drag-Along’?

This article defines what a 'Drag-Along' is

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

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.

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.

What Foreign Investors Should Know When Investing In India

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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.

Liquidation Preference

Glossary Term

A liquidation preference is a right that one class of stockholders may have to be paid ahead of other class(es) of stockholders in the case of a liquidation of the company.

Drag-along Rights

Glossary Term

Drag-along rights enable majority shareholders to “drag along” minority shareholder shares in an acquisition.

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.

Process Counts – Board Considerations When Contemplating a Sale

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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.

Understanding an M&A Term Sheet

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Congratulations! You just received an offer to acquire your company. Here are key concepts that you want to understand before making a deal.

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.

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.

Consider Control and Voting Rights When Making Venture Capital Deals

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Control is a critical component of every venture capital deal. It can be used to dictate desired outcomes or, through “negative controls,” to block undesired outcomes. Negative controls can give the venture investor the right to unilaterally block a variety of corporate actions.

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.

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.

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.