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?

Start

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 is a Section 83(b) Election and Why Should You File One?

Start

Many founders come to us with questions about Section 83(b) elections. They have often heard in startup circles that they need to file these, but may not understand when it makes sense to do so or what problem the Section 83(b) election solves.

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 Should Know About Warrants

Raise

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.

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.

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.

Service Provider

Glossary Term

A service provider is an individual or entity that provides services to another party. The relationship is typically governed by a service agreement.

Option pool

Glossary Term

An option pool is a number of shares of stock reserved for issuance to service providers of a company pursuant to options and other equity incentives.

Nonsolicitation

Glossary Term

Nonsolicitation is an agreement in which an employee or other party agrees to refrain from encouraging another party’s employees or customers to change their relationship with the other party in a way that would disadvantage the other party.

Prep to Sell – Getting Ready for an M&A Exit

Sell

OK, so you have made the decision to explore a sale of your company. What can you do to make the deal go smoothly and put your best foot forward?

Who Owns What: Assignment and Ownership of Patents and Applications

Create and Protect

Learn answers to commonly asked questions about patent ownership, such as: Why does patent ownership matter? Who owns a patent developed by employees or service providers? How do I make sure my company owns these patents?

Secondary Sales of Private Company Stock

Sell

There are several considerations that a private company should take into account when deciding whether to engage in, and how to structure, secondary sales of its stock (also referred to as a liquidity round).

How to Allocate Stock to Founders and Other Early Team Members

Start

One question I get asked all the time by a team founding a startup is how to allocate stock among the two or three initial founders. This stock allocation question is particularly difficult to answer at the start.

Finding the Right Angel Investor for You

Raise

Finding the right investors is really important. It's kind of like marriage. A great spouse makes for a great life, while a bad spouse could cause a lifetime of misery or an ugly divorce.

Choosing the Correct Business Entity: The Basics

Start

This article briefly introduces each of the principal business forms, namely corporations, partnerships, LLCs and sole proprietorships.

S Corporations: The Basics

Start

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.

Establishing the Ownership Culture: Stock vs Options

Start

We often get asked about the difference between the two most common forms of equity grants - stock and options. This article is intended to highlight some of the important differences between them.

Tips for Onboarding Employees to Early-Stage Companies

Build a Team

Early-stage companies frequently overlook many fundamental legal needs and issues surrounding the onboarding of service providers. Here are a few considerations for early-stage companies as they engage workers, and tips to avoid pitfalls that could lead to significant liability.

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

Start

Founder Stock may not be what you think it is.