Course1

"Founding Documents": Drafting Articles of Incorporation & Bylaws, Part 1

$85.00
  • Instructor(s):  Eric J. Zinn

"Founding Documents": Drafting Articles of Incorporation & Bylaws, Part 1 Though LLCs have become a default choice of entity for many businesses, corporations – C Corps and S Corps – still produce optimal results for many family-held businesses or businesses operating in industries where the corporate is preferred or required.  The founding documents of corporations – Articles of Incorporation, Stockholders’ Agreements, and bylaws – are complex, interlocking instruments that create and regulate the capital structure, governance, and finance of the business.  Very important issues of who can own stock, how that stock is valued and transferred, how major corporate decisions are made, and how disputes are resolved are all determined by these documents. This program will provide you with a practical guide to planning and drafting the essential founding documents of corporations. Day 1:          Practical planning and drafting founding documents          Counseling clients about the allocation of voting power and distribution preferences          Framework of law – what’s required, what can be modified, what’s discretionary          Defining common stock characteristics – classes, voting rights          Uses of preferred stock – classes, rights, preferences          Tax issues to consider when drafting founding documents Day 2: Instituting boards of directors – duties, restrictions, indemnification Approval of shareholders – major transactions, voting thresholds, procedures Restrictions on the transferability of stock Major components of corporate bylaws Common traps in drafting founding documents – avoiding later litigation  Speaker: Eric J. Zinn is of counsel in the Denver office of Kutak Rock, LLP.  He represents clients in clients in matters involving corporate, individual and partnership taxation, state and local taxation, and corporate mergers, acquisitions and finance. He is a frequent lecturer on topics including the proper choice of legal entity for the operation of a business enterprise, drafting operating agreements for limited liability companies, international taxation, partnership taxation, and like-kind exchanges.  He is an Adjunct Professor at the University of Colorado-Denver Business School and at the University of Colorado School of Law in Boulder. He is the author of "Colorado Limited Liability Company Forms and Practice Manual,” published by Data Trace Publishing. Before entering private practice he served as a judicial clerk to the U.S. Tax Court.       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.
  • 9/28/25
    Avail. to
  • DETAILS
Course1

"Founding Documents": Drafting Articles of Incorporation & Bylaws, Part 2

$85.00
  • Instructor(s):  Eric J. Zinn

"Founding Documents": Drafting Articles of Incorporation & Bylaws, Part 2 Though LLCs have become a default choice of entity for many businesses, corporations – C Corps and S Corps – still produce optimal results for many family-held businesses or businesses operating in industries where the corporate is preferred or required.  The founding documents of corporations – Articles of Incorporation, Stockholders’ Agreements, and bylaws – are complex, interlocking instruments that create and regulate the capital structure, governance, and finance of the business.  Very important issues of who can own stock, how that stock is valued and transferred, how major corporate decisions are made, and how disputes are resolved are all determined by these documents. This program will provide you with a practical guide to planning and drafting the essential founding documents of corporations Day 1: Practical planning and drafting founding documents Counseling clients about the allocation of voting power and distribution preferences Framework of law – what’s required, what can be modified, what’s discretionary Defining common stock characteristics – classes, voting rights Uses of preferred stock – classes, rights, preferences Tax issues to consider when drafting founding documents Day 2:          Instituting boards of directors – duties, restrictions, indemnification          Approval of shareholders – major transactions, voting thresholds, procedures          Restrictions on the transferability of stock          Major components of corporate bylaws          Common traps in drafting founding documents – avoiding later litigation   Speaker: Eric J. Zinn is of counsel in the Denver office of Kutak Rock, LLP.  He represents clients in clients in matters involving corporate, individual and partnership taxation, state and local taxation, and corporate mergers, acquisitions and finance. He is a frequent lecturer on topics including the proper choice of legal entity for the operation of a business enterprise, drafting operating agreements for limited liability companies, international taxation, partnership taxation, and like-kind exchanges.  He is an Adjunct Professor at the University of Colorado-Denver Business School and at the University of Colorado School of Law in Boulder. He is the author of "Colorado Limited Liability Company Forms and Practice Manual,” published by Data Trace Publishing. Before entering private practice he served as a judicial clerk to the U.S. Tax Court.       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.
  • 9/29/25
    Avail. to
  • DETAILS
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

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

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