About Cooley’s Series Seed Fork
The original “Series Seed” equity financing document set, released in 2010, was a collaborative effort among lawyers and investors, spearheaded by lawyer-turned-investor Ted Wang, to reduce the cost of fundraising for emerging companies by standardizing the core necessary legal documents, thereby reducing the amount of attorney time required to get to a “first draft”. While the original project did not create the concept of “Series Seed Preferred Stock,” it did provide a set of documents to the community under CC0 open source license via the Series Seed blog and in a GitHub repository that have become one of the “go-to” sets of documents for many early-stage equity financings. In addition, convertible promissory notes remain popular for early-stage financings, although to our knowledge there is no publicly available and commonly accepted “form” of convertible promissory note documents.
Introducing new “Seed Note” Convertible Debt Financing Documents Series
Issuing convertible notes has become one of the most popular ways for startups to raise initial seed funding. Cooley uses these documents in hundreds of transactions each year for its startup clients and believes making these documents publicly available will add efficiency to the early-stage startup funding ecosystem and provide entrepreneurs and the community at large the opportunity to collaborate to ensure they evolve with the needs of entrepreneurs and investors.
In the open source spirit of the Series Seed project, we have made available to the wider community a Seed Note package, which includes a convertible promissory note, term sheet and supporting documentation, as an addition to our “fork” of the original Series Seed equity financing documents repository. The structure of the Cooley form of convertible notes was revamped several years ago to simplify the documentation process by removing the need for a separate Note Purchase Agreement, so there is no separate “purchase agreement” document. The Seed Note package is available as a new notes directory in our Series Seed fork on GitHub.
Updating Series Seed Equity Documents
At the same time, we wanted to contribute back to the original Series Seed equity documents a number of refinements and features, many of which address community comments made in the original GitHub repository, since the last-released version of Series Seed equity documents (v3.2, released February 25, 2014) as well as adding new supporting documents (namely Board and Stockholder Consents and an Accredited Investor Questionnaire). These changes and new documents may be found in the equity directory of our Series Seed fork on GitHub.
Going forward we will review suggested updates to all of this documentation, and periodically release new versions when appropriate.
Please be sure to review our repository’s README file, which includes important legal disclaimers from both Cooley LLP and the original repository owners.
Series Seed / Seed Notes Document Generation
In addition to the Markdown versions included in this repository, we have added the Series Seed equity and notes documents as packages available for generation via our Cooley GO Docs document generator (see links below). This system enables entrepreneurs, investors and other lawyers to create fully customized versions of these documents in a matter of minutes. We will endeavor to ensure that the documents available here are kept in sync with those in the GitHub repository.
How to Contribute
Please feel free to make suggestions via pull requests or post issues in our GitHub repository. For more about how to contribute, see the repository’s CONTRIBUTING.md file.