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 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.

FAQ: Delaware Public Benefit Corporations

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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.

Outstanding Shares

Glossary Term

Outstanding shares (also referred to as issued shares) refers to the number of shares that have been issued and are outstanding at a given time.

Broad-Based Weighted-Average Anti-Dilution Protection

Glossary Term

Provisions in a company’s certificate of incorporation that increase the number of shares of common stock into which preferred stock when the company sells stock at a lower price.

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

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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 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.

So You Owe Thousands of Dollars in Delaware Franchise Tax?

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All Delaware corporations have to pay an annual franchise tax to the state. If you’ve received a notice from the State of Delaware saying that your small startup owes tens of thousands of dollars in franchise tax, do not panic.

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.