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

What You Should Know About SAFEs

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What is the difference between convertible notes and SAFEs? Though they are similar in some respects, SAFEs have some distinctive characteristics that you should be aware of.

NVCA Financing Documents

Document Generator

Prepare the core set of documents for a venture financing using forms provided by the National Venture Capital Association.

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.

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.

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.

Safe

Glossary Term

A term used by Y Combinator that describes short “open source” documents that have been drafted for use in early-stage private company financing deals.

25 Considerations in Preparing for an IPO – for Technology Companies

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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.

Seed Note and Equity Financing Documents and Generators

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Our new Series Seed Convertible Notes package and updated Series Seed equity documents broaden resources available for entrepreneurs.

Series Seed Equity Financing Package

Document Generator

Series Seed equity financing documents have become one of the “go-to” sets of documents for many early-stage equity financings. Generate your own set of Cooley's version here.

Series FF Stock

Glossary Term

Series FF Stock is a hybrid between Common Stock and Preferred Stock, and sometimes issued to founders at the time of incorporation…

Full Ratchet Anti-Dilution Protection

Glossary Term

A type of anti-dilution protection for preferred stock in the event of a down round of series financing that adjusts the number of common shares the preferred shares can be converted into based on the new share price.

Fully Diluted Shares

Glossary Term

“Fully diluted” shares are the total common shares of a company counting all currently issued and outstanding, plus shares that could be issued through the conversion of convertible preferred stock or through the exercise of outstanding options and warrants.

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.

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.

Angel Investors

Glossary Term

Angel investors are wealthy individuals who provide early capital for a business startup in exchange for preferred stock or convertible debt.

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.

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.

Dissolving a Delaware Corporation

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If a corporation’s board of directors decides that the business needs to be wound down, there are a number of legal paths to consider. Determining the best approach is fact-dependent, and the corporation and its board should get legal advice before making a decision.

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.

Calculating Share Price With Outstanding Convertible Notes or Safes

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Now that you have agreed on a company valuation with your investors, how do you calculate the price per share for your Series A financing? This can be especially tricky when the company has outstanding convertible notes that are converting into shares of preferred stock.

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.

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.

Limited Liability Companies (LLC): The Basics

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Learn the basics about what LLCs are, how they differ from S corporations and partnerships, and when you might want to use one.

S Corporations: The Basics

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Learn the basics about how an "S Corporation" differs from the more common "C Corporation" before you decide to make the IRS election for S corp status.

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.

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.

Comparison of C Corp, S Corp and LLC Entity Types

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Discover the key similarities and differences between C corporation, S corporation and limited liability company (LLC) business entities.

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.

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

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Founder Stock may not be what you think it is.

8 Suggestions for Entrepreneurs Preparing to Raise Venture Capital

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Is your story compelling enough to interest venture capital investors? Do you have demonstrable results? Customer traction? Patented intellectual property? Find out what you should be thinking about before you start to look for venture capital.

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.