Course1

2023 Year End Review - Day Two

$175.00
  • Instructor(s):  OBA CLE Department

2023 Year End Review – Day TwoWebcast  Program Moderator Gigi McCormick, OBA, Director of Educational Programs 8:30 a.m. Registration and Continental Breakfast   9:00 a.m.  Business and Corporate Law Update Gary Derrick, Derrick and Briggs, LLP, Oklahoma City  9:50 a.m.  Break  10:00 a.m. Law Office Management and Technology Update Jim Calloway, Director of Management Assistance Program, OBA, Oklahoma City Julie Bays, Practice Management Advisor, OBA, Oklahoma City  10:50 a.m. Break  11:00 a.m. Real Property Law Update Kraettli Epperson, Mee Mee Hoge and Epperson, PLLP, Oklahoma City  11:50 a.m. Networking lunch (included in registration)  12:30 p.m.  Estate Planning and Probate Law Update Terrell Monks, Oklahoma Estate Attorneys, PLLC, Oklahoma City  1:20 p.m. Break  1:30 p.m. Family Law Update  Monica Dionisio, Dionisio Sherwood Law Firm, Oklahoma City  2:20 p.m. Break  2:30 p.m. Ethics Update Gina Hendryx, General Counsel, Oklahoma Bar Association, Oklahoma City  3:20 p.m. Adjourn    Disclaimer:  All views or opinions expressed by any presenter during the course of this CLE is that of the presenter alone and not an opinion of the Oklahoma Bar Association, the employers, or affiliates of the presenters unless specifically stated. Additionally, any materials, including the legal research, are the product of the individual contributor, not the Oklahoma Bar Association. The Oklahoma Bar Association makes no warranty, express or implied, relating to the accuracy or content of these materials. 

  • On-Demand
    Format
  • 298
    Min.
  • 12/31/25
    Avail. to
  • DETAILS
Course1

2024 Year End Review Day Two

$175.00
  • Instructor(s):  OBA CLE

2024 Year End Review – Day Two   Program Moderator  Jim Calloway, OBA, Director, Management Assistance Program      Business and Corporate Law Update  Gary Derrick, Derrick and Briggs, LLP, Oklahoma City    Law Office Management and Technology Update  Jim Calloway, Director of Management Assistance Program, Oklahoma Bar Association, Oklahoma City  Julie Bays, Practice Management Advisor, Oklahoma Bar Association, Oklahoma City    Real Property Law Update  Kraettli Epperson, Nach, Cohenour & Giessmann, P.C., Oklahoma City     Estate Planning and Probate Law Update  Terrell Monks, Oklahoma Estate Attorneys, PLLC, Oklahoma City    Family Law Update   Stacy Acord, McDaniel Acord, PLLC, Tulsa    Ethics Update  Gina Hendryx, General Counsel, Oklahoma Bar Association, Oklahoma City        Disclaimer:  All views or opinions expressed by any presenter during the course of this CLE is that of the presenter alone and not an opinion of the Oklahoma Bar Association, the employers, or affiliates of the presenters unless specifically stated. Additionally, any materials, including the legal research, are the product of the individual contributor, not the Oklahoma Bar Association. The Oklahoma Bar Association makes no warranty, express or implied, relating to the accuracy or content of these materials.

  • On-Demand
    Format
  • 360
    Min.
  • 12/31/26
    Avail. to
  • DETAILS
Course1

Boards of Directors and Piercing the Corporate Veil

$95.00
  • Instructor(s):  Herb Rubenstein

Boards of Directors and Piercing the Corporate Veil This course is designed for legal professionals aiming to enhance their expertise in board governance and risk management. Participants will explore the essential rules and legal standards that govern board members' duties, including how to safeguard against personal liability and the piercing of the corporate veil. The program covers strategies to minimize legal risks, expand legal services for boards, and adopt best practices for effective board membership. Additionally, it addresses the integration of modern information technology to bolster board security and mitigate hacking threats. Emphasis is also placed on the valuable experience and professional growth gained through service on nonprofit boards, equipping lawyers with the skills to excel and make a meaningful impact in their roles.   SPEAKER:  Herb Rubenstein Author, Leadership for Lawyers, (2nd ed., American Bar Association, 2008); Lead Author: Breakthrough, INC. High Growth Strategies for Entrepreneurial Organizations (Financial Times, London, 1999, with Anthony Grundy); Lead Author, Leadership Development for Educators, Rubenstein, Miles, and Bassi (Rowman and Littlefield Education, Lanham, New York, 2009); Author of numerous courses on Leadership for Lawyers, Ethics for Accountants, Sustainability, Strategic Management, Electronic Court Systems, & Forecasting; Attorney, Member DC, MD, VA, and Supreme Court Bars, Member, Federal District Court, Colorado. Founder of the David Warner Fellowship Fund for scholarships at the LBJ School of Public Affairs. Honors and Education: Washington and Lee University, B.A., Phi Beta Kappa, Omicron Delta Kappa, Captain and Four-Year Letterman, Golf Team, 1974; University of Bristol, Bristol, England, Diploma in Social Sciences, Rotary Ambassadorial Scholar, 1975; Master of Public Affairs, LBJ School of Public Affairs, UT Austin, 1977;Georgetown University Law Center, Juris Doctor, 1982.       Disclaimer:  All views or opinions expressed by any presenter during the course of this CLE is that of the presenter alone and not an opinion of the Oklahoma Bar Association, the employers, or affiliates of the presenters unless specifically stated. Additionally, any materials, including the legal research, are the product of the individual contributor, not the Oklahoma Bar Association. The Oklahoma Bar Association makes no warranty, express or implied, relating to the accuracy or content of these materials.

  • On-Demand
    Format
  • 93
    Min.
  • 5/19/26
    Avail. to
  • DETAILS
Course1

Buy/Sell Agreements: Crafting for Closely Held Companies, Part 1

$85.00
  • Instructor(s):  Daniel G. Straga

Buy/Sell Agreements: Crafting for Closely Held Companies, Part 1 There is rarely a liquid market for the sale or exchange of ownership interests in closely-held companies.  Buy/sell agreements fix that problem by creating a market among the owners of a company, providing a mechanism for owners to liquidate their interests in a reliable manner. The owners may agree to buy and sell interests among themselves on the occurrence of certain events and using certain valuation metrics, or they may agree that the company itself will redeem an owner’s interest. Without these agreements, there is often no alternative for an owner to cash out, short of liquidating the company. This program will provide you with a practical guide to the different types of buy/sell agreements, drafting the essential provisions of each, and common negotiating and drafting tips. Day 1:          Types of buy/sell agreements – cross-purchase among owners, entity redemption, and hybrid approaches          Most highly negotiated provisions of buy/sell agreements          Triggering events – voluntary sale, retirement, death, bankruptcy of shareholder or member          Valuation of interests – appraisals, formula clauses,comps, and dispute resolution          Rights of first offer v. rights of first refusal, and sales to third parties   Day 2:          Funding buy/sell arrangements  – payouts/earnouts over time, commercial borrowing, key-man insurance, other funding sources          Special issues involving S Corps and unincorporated entities          Drag-along and tag-along rights in buy/sell agreements          Major tax issues in buy/sell agreements for buyer, seller and the entity    Speaker: Daniel G. Straga is counsel in the Washington, D.C. office of Venable, LLP, where he counsels companies on a wide variety of corporate and business matters across a range of industries. He advises clients on mergers and acquisitions, capital raising, venture capital, and governance matters.  He also have extensive experience in private equity and cross-border transactions.       Disclaimer:  All views or opinions expressed by any presenter during the course of this CLE is that of the presenter alone and not an opinion of the Oklahoma Bar Association, the employers, or affiliates of the presenters unless specifically stated. Additionally, any materials, including the legal research, are the product of the individual contributor, not the Oklahoma Bar Association. The Oklahoma Bar Association makes no warranty, express or implied, relating to the accuracy or content of these materials.

  • Webcast
    Format
  • 60
    Min.
  • 11/13/25
    Presented
  • DETAILS
Course1

Buy/Sell Agreements: Crafting for Closely Held Companies, Part 2

$85.00
  • Instructor(s):  Daniel G. Straga

Buy/Sell Agreements: Crafting for Closely Held Companies, Part 2 There is rarely a liquid market for the sale or exchange of ownership interests in closely-held companies.  Buy/sell agreements fix that problem by creating a market among the owners of a company, providing a mechanism for owners to liquidate their interests in a reliable manner. The owners may agree to buy and sell interests among themselves on the occurrence of certain events and using certain valuation metrics, or they may agree that the company itself will redeem an owner’s interest. Without these agreements, there is often no alternative for an owner to cash out, short of liquidating the company. This program will provide you with a practical guide to the different types of buy/sell agreements, drafting the essential provisions of each, and common negotiating and drafting tips. Day 1:          Types of buy/sell agreements – cross-purchase among owners, entity redemption, and hybrid approaches          Most highly negotiated provisions of buy/sell agreements          Triggering events – voluntary sale, retirement, death, bankruptcy of shareholder or member          Valuation of interests – appraisals, formula clauses,comps, and dispute resolution          Rights of first offer v. rights of first refusal, and sales to third parties   Day 2:          Funding buy/sell arrangements  – payouts/earnouts over time, commercial borrowing, key-man insurance, other funding sources          Special issues involving S Corps and unincorporated entities          Drag-along and tag-along rights in buy/sell agreements          Major tax issues in buy/sell agreements for buyer, seller and the entity    Speaker: Daniel G. Straga is counsel in the Washington, D.C. office of Venable, LLP, where he counsels companies on a wide variety of corporate and business matters across a range of industries. He advises clients on mergers and acquisitions, capital raising, venture capital, and governance matters.  He also have extensive experience in private equity and cross-border transactions.       Disclaimer:  All views or opinions expressed by any presenter during the course of this CLE is that of the presenter alone and not an opinion of the Oklahoma Bar Association, the employers, or affiliates of the presenters unless specifically stated. Additionally, any materials, including the legal research, are the product of the individual contributor, not the Oklahoma Bar Association. The Oklahoma Bar Association makes no warranty, express or implied, relating to the accuracy or content of these materials.

  • Webcast
    Format
  • 60
    Min.
  • 11/14/25
    Presented
  • DETAILS
Course1

Corporate Transparency Act Has Potential Liability for Clients and Lawyers - 2024 Annual Meeting

$50.00
  • Instructor(s):  Alexandra Towler-Bliss, Matthew Eads

Corporate Transparency Act Has Potential Liability for Clients and Lawyers    Filmed at the 2024 OBA Annual Meeting   Alexandra Towler-Bliss Alexandra Towler-Bliss is an attorney focusing on nonprofit and small business compliance and employment law, with an eye toward workplace wellness, diversity, equity, inclusion, and true belonging. Alex founded Culture Connection Law as a remedy, seeking to further holistic organizational health in the face of an ever evolving workforce, from legal infrastructure and support, all the way to team culture. She is proud to be Oklahoma born and raised, earning her Bachelor of Arts from Oklahoma State University and her Juris Doctor from the University of Oklahoma College of Law. She is deeply rooted in her community, working to support local initiatives as legal counsel and serving on the Boards of Sunbeam Family Services and Camp Twin Cedars. Alex’s foundational belief that every single person deserves the space to mess it up, learn, and correct guides her. Her warm fuzzy is teaching leaders how to love themselves and their teams a little easier   Matthew Eads Matthew Eads graduated from OU in 2002 with a Bachelors of Business Administration and a Bachelor of Arts in Journalism. While law school was always a desire, he embarked on a first career spent mostly in leadership positions within the insurance claims industry. With the support and encouragement of his wife and family, Mr. Eads enrolled in law school shortly after his 40th birthday. He graduated from Oklahoma City University School of Law in 2022 and passed the Uniform Bar Exam the same year. Mr. Eads' 20+ years of leadership and business experience have proven to be invaluable to business planning clients. His insight and ability to provide creative solutions has helped clients minimize risk while creating effective strategies for the future. Estate planning has been a passion of his for years. Seeing the weight and stress lifted off of people’s shoulders when the plan is in place is something that will never get old. His ability to connect with clients facilitates the creation of comprehensive plans that protect families.       Disclaimer:  All views or opinions expressed by any presenter during the course of this CLE is that of the presenter alone and not an opinion of the Oklahoma Bar Association, the employers, or affiliates of the presenters unless specifically stated. Additionally, any materials, including the legal research, are the product of the individual contributor, not the Oklahoma Bar Association. The Oklahoma Bar Association makes no warranty, express or implied, relating to the accuracy or content of these materials.  

  • On-Demand
    Format
  • 48
    Min.
  • 8/5/26
    Avail. to
  • DETAILS
Course1

Drafting LLC Operating Agreements Tax and Non-Tax Provisions, Part 2

$85.00
  • Instructor(s):  Paul Kaplun

Drafting LLC Operating Agreements Tax and Non-Tax Provisions, Part 1 LLC operating agreements may be the most commonly document drafted, reviewed and negotiated by transactional counsel. These documents define the governance, information and liquidation rights of members, allocate economic rewards, sometimes establish restrictions on members or their interests, and can assign or alleviate liability.  The tax provisions, too, are highly complex, defining allocations of tax attributes and rights to cash and property distributions.  Fiduciary duties may also be modified in a way that is not possible in other types of entities. This program will provide you with a practical guide to drafting the most important provisions of LLC operating agreements.   Day 1: Drafting the most important provisions of LLC operating agreements Planning for different types of capital contributions – capital v. services, current contributions v. future capital calls Management provisions depending on whether the LLC is member-managed v. manger-managed LLCs Fiduciary duties of members, modifications, and the “LLC opportunity doctrine” Restrictions on transfers of capital and profits interests Relationship between tax allocation and property distribution provisions, including IRC Section 704(b) accounting   Day 2: Drafting allocation provisions for maximum tax benefit and to secure the safe harbor How “payments to member” (not distributions) are treated for financial v. tax purposes Drafting ordinary distributions, minimum tax distributions, waterfall distributions, liquidating distributions Rights of first refusal, rights of first offer, buy-sell provisions – understanding the alphabet soup of exit alternatives Liquidations of the entity and sale of an individual member’s interests   Speakers: Paul Kaplun is a partner in the Washington, D.C. office of Venable, LLP where he has an extensive corporate and business planning practice, and provides advisory services to emerging growth companies and entrepreneurs in a variety of industries. He formerly served as an Adjunct Professor of Law at Georgetown University Law Center, where he taught business planning.  Before entering private practice, he was a Certified Public Accountant with a national accounting firm, specializing in corporate and individual income tax planning and compliance.        Disclaimer:  All views or opinions expressed by any presenter during the course of this CLE is that of the presenter alone and not an opinion of the Oklahoma Bar Association, the employers, or affiliates of the presenters unless specifically stated. Additionally, any materials, including the legal research, are the product of the individual contributor, not the Oklahoma Bar Association. The Oklahoma Bar Association makes no warranty, express or implied, relating to the accuracy or content of these materials.  

  • On-Demand
    Format
  • 60
    Min.
  • 10/22/27
    Avail. to
  • DETAILS
Course1

Good Faith in Business: Navigating Litigation Risks

$85.00
  • Instructor(s):  William J. Kelly, III

Good Faith in Business: Navigating Litigation Risks The duty of good faith and fair dealing has become a powerful weapon in commercial disputes, transforming routine contract disagreements into high-stakes litigation. This program provides essential guidance on understanding, applying, and defending against good faith claims across various business contexts. Learn to counsel clients on compliance strategies that prevent disputes while positioning them advantageously if litigation arises. Understand the evolving scope of good faith obligations in different jurisdictions Identify high-risk scenarios where good faith claims commonly arise Learn defensive strategies for businesses facing good faith allegations Master contract drafting techniques that clarify performance standards   Speaker: William J. Kelly, III is a founding member of Kelly & Walker LLC and has more than 25 years’ experience in the areas of employment and commercial litigation.  In the area of employment law, he litigates trade secret, non-compete, infringement and discrimination claims in federal and state courts nationwide and has advised Fortune 50 companies on workplace policies and practices.  In the area of commercial litigation, his experience includes class action litigation, breach of contract and indemnity, mass-claim complex insurance litigation, construction litigation and trade secrets.  Earlier in career, he founded 15 Minutes Music, an independent music production company.        Disclaimer:  All views or opinions expressed by any presenter during the course of this CLE is that of the presenter alone and not an opinion of the Oklahoma Bar Association, the employers, or affiliates of the presenters unless specifically stated. Additionally, any materials, including the legal research, are the product of the individual contributor, not the Oklahoma Bar Association. The Oklahoma Bar Association makes no warranty, express or implied, relating to the accuracy or content of these materials.

  • Webcast
    Format
  • 60
    Min.
  • 10/7/26
    Presented
  • DETAILS
Course1

I Want Out, Too: Russian Roulette/Stand-off & Tag-along Rights in Business Transactions

$85.00
  • Instructor(s):  Frank Ciatto

I Want Out, Too: Russian Roulette/Stand-off & Tag-along Rights in Business Transactions A client investment in an operating business, particularly a minority stake, is only as good as its liquidity.  If a client cannot readily sell his or her ownership stake at fair market value, it has little real value. The key to ensuring liquidity is contractually creating a private market for the ownership stake.  This market can come in the form of requiring other stakeholders, including the majority owner, to buy the minority stake at a mutually agreeable price, or creating other mechanisms for selling the stake to third parties. Without these contract rights, a stakeholder has no liquidity and is stuck. This program will provide you with a practical to planning and drafting contractual liquidity rights in closely held companies.          Planning and drafting liquidity rights in closely held companies          Counseling clients about the limitations and risks of liquidity in closely held companies          Framework of alternatives for determining most appropriate liquidity rights         “Texas standoff” or “Russian roulette” – opportunities, risks and tradeoffs          Drafting “tag-along” and “drag-along” rights – practical uses and drawbacks          How to think about valuing closely held ownership stakes     Speaker: Frank Ciatto is a partner in the Washington, D.C. office of Venable, LLP, where he has 20 years’ experience advising clients on mergers and acquisitions, limited liability companies, tax and accounting issues, and corporate finance transactions.He is a leader of his firm’s private equity and hedge fund groups and a member of the Mergers & Acquisitions Subcommittee of the ABA Business Law Section.He is a Certified Public Accountant and earlier in his career worked at what is now PricewaterhouseCoopers in New York.Mr. Ciatto earned his B.A., cum laude, at Georgetown University and his J.D. from Georgetown University Law Center.       Disclaimer:  All views or opinions expressed by any presenter during the course of this CLE is that of the presenter alone and not an opinion of the Oklahoma Bar Association, the employers, or affiliates of the presenters unless specifically stated. Additionally, any materials, including the legal research, are the product of the individual contributor, not the Oklahoma Bar Association. The Oklahoma Bar Association makes no warranty, express or implied, relating to the accuracy or content of these materials.

  • Webcast
    Format
  • 60
    Min.
  • 11/21/25
    Presented
  • DETAILS
Course1

LLC, Partnership and Pass-Through Mergers, Part 1

$85.00
  • Instructor(s):  Paul Kaplun

LLC, Partnership and Pass-Through Mergers, Part 1 As LLCs and other pass-through entities have become the default choices of entity in most business, commercial, and real estate transactions, many mergers or asset sales now involve two or more pass-through entities. The familiar principles that apply to corporate mergers or asset sales do not translate to pass-through transactions. Rather, combinations of LLCs, limited partnerships, partnerships, and even S corporations are governed by a nonintuitive jumble of rules that treat the transaction one way for business law purposes and quite another for tax purposes. Indeed, for income tax purposes, transactions following a variety of patterns are “deemed” to consist of a series of property contributions and distributions and taxed accordingly. Planning for both aspects is a very complex challenge. This program provides you with a practical guide to planning both the business law and tax law aspects of merging pass-through entities.   Day 1 • Framework of nontax and tax law for combining pass-through entities, partnerships, LLCs, limited partnerships, and S corporations• How transactions are treated for state law purposes vs. tax law purposes• Tradeoffs between assets vs. membership interests/S corporation stock deals• Nontax benefits of “entity” deals—contract assignments, licensing and registration transfers• Successor liability issues in “asset” deals and how to mitigate risk• Special considerations involving S corporation mergers—triggering hidden taxes, losing S corporation eligibility, structuring restrictions• Benefits of treating stock transactions as asset sales under IRC 338(h)(10) Day 2 • Structural alternatives for combining LLCs and partnerships• Special tax issues for mergers involving LLCs and partnerships, including entity- and member-level treatment• Treatment of distribution, voting, and other rights when membership interests/S corporation stock are transferred• Due diligence considerations of merging pass-through entities• State and local sales tax issues on transfer of assets in the merger• Incentive compensation issues   Speaker: Paul Kaplan is a partner in the Washington, D.C., office of Venable LLP, where he has an extensive corporate and business planning practice and provides advisory services to emerging growth companies and entrepreneurs in a variety of industries. He is a former Adjunct Professor of Law at Georgetown University Law Center, where he taught business planning. Before entering private practice, he was a Certified Public Accountant with a national accounting firm, specializing in corporate and individual income tax planning and compliance. Norman Lencz is a partner in the Baltimore office of Venable LLP, where his practice focuses on a broad range of federal, state, local, and international tax matters. He advises clients on tax issues relating to corporations, partnerships, LLCs, joint ventures, and real estate transactions. He also has extensive experience with compensation planning in closely held businesses.        Disclaimer:  All views or opinions expressed by any presenter during the course of this CLE is that of the presenter alone and not an opinion of the Oklahoma Bar Association, the employers, or affiliates of the presenters unless specifically stated. Additionally, any materials, including the legal research, are the product of the individual contributor, not the Oklahoma Bar Association. The Oklahoma Bar Association makes no warranty, express or implied, relating to the accuracy or content of these materials.

  • On-Demand
    Format
  • 60
    Min.
  • 3/26/27
    Avail. to
  • DETAILS
Course1

LLC, Partnership and Pass-Through Mergers, Part 2

$85.00
  • Instructor(s):  Paul Kaplun

LLC, Partnership and Pass-Through Mergers, Part 2 As LLCs and other pass-through entities have become the default choices of entity in most business, commercial, and real estate transactions, many mergers or asset sales now involve two or more pass-through entities. The familiar principles that apply to corporate mergers or asset sales do not translate to pass-through transactions. Rather, combinations of LLCs, limited partnerships, partnerships, and even S corporations are governed by a nonintuitive jumble of rules that treat the transaction one way for business law purposes and quite another for tax purposes. Indeed, for income tax purposes, transactions following a variety of patterns are “deemed” to consist of a series of property contributions and distributions and taxed accordingly. Planning for both aspects is a very complex challenge. This program provides you with a practical guide to planning both the business law and tax law aspects of merging pass-through entities.   Day 1 • Framework of nontax and tax law for combining pass-through entities, partnerships, LLCs, limited partnerships, and S corporations• How transactions are treated for state law purposes vs. tax law purposes• Tradeoffs between assets vs. membership interests/S corporation stock deals• Nontax benefits of “entity” deals—contract assignments, licensing and registration transfers• Successor liability issues in “asset” deals and how to mitigate risk• Special considerations involving S corporation mergers—triggering hidden taxes, losing S corporation eligibility, structuring restrictions• Benefits of treating stock transactions as asset sales under IRC 338(h)(10) Day 2 • Structural alternatives for combining LLCs and partnerships• Special tax issues for mergers involving LLCs and partnerships, including entity- and member-level treatment• Treatment of distribution, voting, and other rights when membership interests/S corporation stock are transferred• Due diligence considerations of merging pass-through entities• State and local sales tax issues on transfer of assets in the merger• Incentive compensation issues   Speaker: Paul Kaplan is a partner in the Washington, D.C., office of Venable LLP, where he has an extensive corporate and business planning practice and provides advisory services to emerging growth companies and entrepreneurs in a variety of industries. He is a former Adjunct Professor of Law at Georgetown University Law Center, where he taught business planning. Before entering private practice, he was a Certified Public Accountant with a national accounting firm, specializing in corporate and individual income tax planning and compliance. Norman Lencz is a partner in the Baltimore office of Venable LLP, where his practice focuses on a broad range of federal, state, local, and international tax matters. He advises clients on tax issues relating to corporations, partnerships, LLCs, joint ventures, and real estate transactions. He also has extensive experience with compensation planning in closely held businesses.        Disclaimer:  All views or opinions expressed by any presenter during the course of this CLE is that of the presenter alone and not an opinion of the Oklahoma Bar Association, the employers, or affiliates of the presenters unless specifically stated. Additionally, any materials, including the legal research, are the product of the individual contributor, not the Oklahoma Bar Association. The Oklahoma Bar Association makes no warranty, express or implied, relating to the accuracy or content of these materials.

  • On-Demand
    Format
  • 60
    Min.
  • 3/27/27
    Avail. to
  • DETAILS
Course1

MAC Clauses in Business Transactions

$85.00
  • Instructor(s):  Steven O. Weise

MAC Clauses in Business Transactions Material Adverse Change (MAC) clauses are common in most businesstransactions. These clauses allocate among the parties the risk of a MAC occurring between the execution of transactional documents and closing the underlying transaction.  Sellers want certainty that a sale or other transaction will close and argue that the MAC clause should be very narrowly drafted. Buyers want maximum flexibility and will argue that anything that makes the transaction unattractive should constitute a MAC.  Between those two opposing views are a host of narrow and technical but important details that need to be negotiated, details which will determine whether the transaction is successfully closed, efficiently and cost-effectively terminated, or devolves into dispute and litigation. This program will provide you with a practical guide using and drafting MAC clauses in transactions.   Drafting “Material Adverse Change” provisions and carve-outs Forms of MACs – closing conditions or representations? Practical process of “proving” a MAC occurred, including burden of proof What happens to the transaction if a MAC occurred? Spotting red flags when drafting MAC clauses and best practices to reduce the risk   Speaker: Steven O. Weise is a partner in the Los Angeles office Proskauer Rose, LLP, where his practice encompasses all areas of commercial law. He has extensive experience in financings, particularly those secured by personal property.  He also handles matters involving real property anti-deficiency laws, workouts, guarantees, sales of goods, letters of credit, commercial paper and checks, and investment securities.  Mr. Weise formerly served as chair of the ABA Business Law Section. He has also served as a member of the Permanent Editorial Board of the UCC and as an Advisor to the UCC Code Article 9 Drafting Committee.         Disclaimer: All views or opinions expressed by any presenter during the course of this CLE is that of the presenter alone and not an opinion of the Oklahoma Bar Association, the employers, or affiliates of the presenters unless specifically stated. Additionally, any materials, including the legal research, are the product of the individual contributor, not the Oklahoma Bar Association. The Oklahoma Bar Association makes no warranty, express or implied, relating to the accuracy or content of these materials.

  • On-Demand
    Format
  • 60
    Min.
  • 12/26/25
    Avail. to
  • DETAILS
Course1

Private Placement Agreements, Part 1

$85.00
  • Instructor(s):  S. Lee Terry

Private Placement Agreements, Part 1 Dive into the complexities of private placement agreements in this two-part series designed to provide a comprehensive understanding of their structure, legal requirements, and practical applications. This program covers the essential elements of drafting, negotiating, and ensuring compliance with securities regulations, with a focus on current trends and common pitfalls. Attendees will gain valuable strategies for advising clients, mitigating risks, and structuring agreements tailored to unique business needs. Whether you're new to securities law or a seasoned practitioner, this series offers insights to strengthen your practice.   Part 1: An overview of private placement agreements: critical elements and their importance. Regulatory compliance essentials under federal and state securities laws. Best practices for identifying and advising on exemptions from registration under Regulation D. The role of offering memorandums and disclosure obligations in private placements.   Part 2: Key negotiation strategies for private placement agreements, focusing on investor protections. Common pitfalls in private placement transactions and strategies to address them. Enforcement risks, including SEC scrutiny and how to avoid compliance missteps. Real-world case studies of successful and problematic private placement agreements.   Speakers: S. Lee Terry is a partner in the Denver office of Davis, Graham & Stubbs, LLP, where he has a broad corporate and securities practice.  He advises clients on mergers and acquisitions, joint ventures, partnership agreements, licensing and other technology related contracts.  He has an active practice advising private companies, ranging from capital raising and major transactions to dispute resolution and investigations. He also has an extensive securities law practice, including various types of capital raising transactions.  Earlier in his career, he worked in the Office of General Counsel of the Securities and Exchange Commission.         Disclaimer:  All views or opinions expressed by any presenter during the course of this CLE is that of the presenter alone and not an opinion of the Oklahoma Bar Association, the employers, or affiliates of the presenters unless specifically stated. Additionally, any materials, including the legal research, are the product of the individual contributor, not the Oklahoma Bar Association. The Oklahoma Bar Association makes no warranty, express or implied, relating to the accuracy or content of these materials.  

  • On-Demand
    Format
  • 60
    Min.
  • 3/3/26
    Avail. to
  • DETAILS
Course1

Rescission in Business Transactions: How to Fix Something That's Gone Wrong

$85.00
  • Instructor(s):  C. Ben Huber

Rescission in Business Transactions: How to Fix Something That's Gone Wrong Despite the best-laid plans and careful drafting, errors occur in transactions and their underlying documents. The parties may have had a misunderstanding of a crucial fact or the applicable law, leaving the parties with a practically or legally defective arrangement. Or a simple drafting error may have been made in one or more of the transaction’s underlying documents. This program provides you with a practical guide to using rescission, backdating, and other forms of modification to fix transactional errors, teach you about the best uses and limits of each technique, and discusses the tax and other consequences of using these techniques. • Types of temporal modification—rescission, backdated initial actions, backdated modification • Legitimate reasons for after-the-fact modification of transactions• Statutory and common law recognition of rescission• Permissibility of backdating certain transactions• Special use of rescission to save S corporation status• Tax consequences of rescission and other corrective measures   Speaker: C. Ben Huber is a partner in the Denver office of Greenburg Traurig, LLP, where he has a broad transactional practice encompassing mergers and acquisitions, restructurings and reorganizations, corporate finance, capital markets, venture funds, commercial transactions and general corporate law.  He also has substantial experience as counsel to high tech, biotech and software companies in the development, protection and licensing of intellectual property.  His clients include start-up companies, family- and other closely-held businesses, middle market business, Fortune 500 companies, venture funds and institutional investors.        Disclaimer:  All views or opinions expressed by any presenter during the course of this CLE is that of the presenter alone and not an opinion of the Oklahoma Bar Association, the employers, or affiliates of the presenters unless specifically stated. Additionally, any materials, including the legal research, are the product of the individual contributor, not the Oklahoma Bar Association. The Oklahoma Bar Association makes no warranty, express or implied, relating to the accuracy or content of these materials.

  • Webcast
    Format
  • 60
    Min.
  • 12/1/25
    Presented
  • DETAILS
Course1

Stockholders' Agreements for C & S Corps, Part 1

$85.00
  • Instructor(s):  Frank Ciatto & Molly Merritts

Stockholders' Agreements for C & S Corps, Part 1 Stockholders’ agreements can make or break a closely held company.  Voting control is allocated, distribution policies established, buy-sell mechanisms defined, and the relationship of the owners organized.  Most of the big decisions of a closely held company are made in the stockholders’ agreement. In the context of S Corporations, these agreements take on even more importance in the form of various restrictions to ensure the corporation does not lose its pass-through status for federal income tax purposes. This program will provide you with a guide to planning and drafting the most essential provisions of stockholders’ agreements for C and S corporations.  Day 1: Practical uses of stockholders’ agreements Management and voting rights – what events trigger a vote and by whom Economic rights – distributions, taxes, and liquidations Information rights – access to operational, financial and tax information   Day 2: Restrictions on transferability and mechanisms to buy/sell restricted stock Valuation methodologies for stock that does not have a liquid market Protective provisions for S Corps – preventing transfers to ineligible holders Provisions for approving the termination an S Corp election Close corporations and the ability to govern the company without a board of directors   Speakers: Frank Ciatto is a partner in the Washington, D.C. office of Venable, LLP, where he has 20 years’ experience advising clients on mergers and acquisitions, limited liability companies, tax and accounting issues, and corporate finance transactions.  He is a leader of his firm’s private equity and hedge fund groups and a member of the Mergers & Acquisitions Subcommittee of the ABA Business Law Section.  He is a Certified Public Accountant and earlier in his career worked at what is now PricewaterhouseCoopers in New York.  Molly Merritts is an attorney in the Washington, D.C. office of Venable, LLP, where she focuses her practice on a wide range of corporate law matters, including mergers and acquisitions, debt and equity financing, and real estate investment trusts. She also advises clients on corporate governance matters, transactional and commercial contract negotiations, and corporate reorganizations.        Disclaimer:  All views or opinions expressed by any presenter during the course of this CLE is that of the presenter alone and not an opinion of the Oklahoma Bar Association, the employers, or affiliates of the presenters unless specifically stated. Additionally, any materials, including the legal research, are the product of the individual contributor, not the Oklahoma Bar Association. The Oklahoma Bar Association makes no warranty, express or implied, relating to the accuracy or content of these materials.  

  • Webcast
    Format
  • 60
    Min.
  • 11/6/25
    Presented
  • DETAILS
Course1

Stockholders' Agreements for C & S Corps, Part 2

$85.00
  • Instructor(s):  Frank Ciatto & Molly Merritts

Stockholders' Agreements for C & S Corps, Part 2 Stockholders’ agreements can make or break a closely held company.  Voting control is allocated, distribution policies established, buy-sell mechanisms defined, and the relationship of the owners organized.  Most of the big decisions of a closely held company are made in the stockholders’ agreement. In the context of S Corporations, these agreements take on even more importance in the form of various restrictions to ensure the corporation does not lose its pass-through status for federal income tax purposes. This program will provide you with a guide to planning and drafting the most essential provisions of stockholders’ agreements for C and S corporations.  Day 1: Practical uses of stockholders’ agreements Management and voting rights – what events trigger a vote and by whom Economic rights – distributions, taxes, and liquidations Information rights – access to operational, financial and tax information   Day 2: Restrictions on transferability and mechanisms to buy/sell restricted stock Valuation methodologies for stock that does not have a liquid market Protective provisions for S Corps – preventing transfers to ineligible holders Provisions for approving the termination an S Corp election Close corporations and the ability to govern the company without a board of directors   Speakers: Frank Ciatto is a partner in the Washington, D.C. office of Venable, LLP, where he has 20 years’ experience advising clients on mergers and acquisitions, limited liability companies, tax and accounting issues, and corporate finance transactions.  He is a leader of his firm’s private equity and hedge fund groups and a member of the Mergers & Acquisitions Subcommittee of the ABA Business Law Section.  He is a Certified Public Accountant and earlier in his career worked at what is now PricewaterhouseCoopers in New York.  Molly Merritts is an attorney in the Washington, D.C. office of Venable, LLP, where she focuses her practice on a wide range of corporate law matters, including mergers and acquisitions, debt and equity financing, and real estate investment trusts. She also advises clients on corporate governance matters, transactional and commercial contract negotiations, and corporate reorganizations.        Disclaimer:  All views or opinions expressed by any presenter during the course of this CLE is that of the presenter alone and not an opinion of the Oklahoma Bar Association, the employers, or affiliates of the presenters unless specifically stated. Additionally, any materials, including the legal research, are the product of the individual contributor, not the Oklahoma Bar Association. The Oklahoma Bar Association makes no warranty, express or implied, relating to the accuracy or content of these materials.  

  • Webcast
    Format
  • 60
    Min.
  • 11/7/25
    Presented
  • DETAILS