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 Need to Know About Down Round Financings

Raise

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.

Form of Advisor Agreement (Singapore)

Document Generator

Advisors can provide invaluable expertise, guidance, and introductions for startup companies.  As a resource to the community, we at Cooley GO have prepared a form of advisor agreement for use with Singapore companies.

Employee Share Option Plans in Singapore

Build a Team

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”.

25 Considerations in Preparing for an IPO – for Technology Companies

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.

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.

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.

409A

Glossary Term

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

How Many Authorized Shares Should I Use In My Certificate of Incorporation?

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One of the first decisions you need to make during the incorporation process is "How many shares do you want to authorize?" A common misconception is that the number of authorized shares is necessarily equal to the total number of shares issued at incorporation.

Pulling the Trigger(s): What are Single-Trigger and Double-Trigger Acceleration and How Do They Work?

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Double-trigger acceleration refers to the partial or full acceleration of vesting of someone’s options or stock based on the occurrence of two distinct events. Each event is a “trigger” and if both events occur, that is a “double trigger.”

Negotiating the Option Pool

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The size of the option pool is one of the most important factors affecting your ownership percentage.

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.

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.

Protecting Your Founder Equity

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Confusion about your ownership structure, or a poorly planned structure, can create unnecessary administrative hassle and legal expense, and in certain situations can ward off investors. Here are some matters to consider as you establish the ownership structure (capitalization) of your company.

Choosing the Right Cap Table Platform

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At its most basic level, a cap table is just a list of your company’s securities (i.e., stock, options, warrants, etc.) and who owns those securities. A cap table should tell you “who owns what.” More complex cap tables may also include formulas that model out various hypothetical transactions.

Option Grants: Fully Diluted or Issued and Outstanding

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When talking to people about option grants, refer to “fully diluted” and always promise a share amount not just a percentage.

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.

Form of Advisor Agreement

Document Generator

Entering into a written agreement with advisors is important for setting expectations and protecting your intellectual property.

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.