The section annually makes $1,000 awards to the top corporate law student at each of the state’s three law schools. The schools select the recipients, who are typically the student who posts the highest grade in his or her corporate law class. The awards were made in the spring in conjunction with the awards or graduation exercises of the respective schools.

The section is jointly sponsoring with the Tax Section a two-day seminar on limited liability companies, to be held at the Crowne Plaza Hotel in Tulsa on Oct. 25 and 26, 2007. The seminar will be presented by John Cunningham, Esq., the author of Drafting Limited Liability Company Operating Agreements (Aspen Law & Business), the leading U.S. LLC form book and practice manual, and of numerous articles on LLC law and tax in the Journal of Passthrough Entities, the CCH LLC Adviser and other professional journals. Mr. Cunningham’s previous LLC seminars for members of the Oklahoma Bar Association have received high evaluations. The first day will be an intensive introduction to LLC law, tax and practice and the second day will cover doing and litigating LLC deals.

In November 2006, the section, together with its co-sponsor, the Corporate Counsel Section of the Tulsa County Bar Association, sent out invitations for a Nov. 30, 2006, reception in Tulsa at which the TU corporate law faculty was to be introduced to the sections’ members. One purpose of the reception was to discuss possible initiatives the law school might undertake to help train and provide experience for law students in the area of corporate and business law. Unfortunately, the reception was postponed due to inclement weather. No new date has yet been set, although we hope to schedule the event before the year is out.

Finally, the report of the Oklahoma General Corporation Act Committee, a subcommittee of the section chaired by Gary Derrick, is set forth below.

Oklahoma General Corporation Act Committee 2007 Report to the OBA Business and Corporate Law Section: The Oklahoma General Corporation Act Committee, a subcommittee of the section, proposed legislation in 2007 – Senate Bill 1043 – to maintain the Oklahoma General Corporation Act (“OGCA”), the Limited Liability Company Act, the Revised Uniform Partnership Act (“RUPA”) and the Revised Uniform Limited Partnership Act (“RULPA”). Most of the OGCA amendments reflect Delaware amendments adopted since 2004. The amendments would broaden the types of lawful consideration for stock and authorize conversions involving foreign entities as well as domestic entities. Similar conversion amendments are proposed in the LLC Act, RULPA and RUPA. Amendments in the LLC Act and RULPA also address the suspension of entities for failure to file annual certificates or pay fees and the procedures for reinstatement after suspension. Other amendments in the LLC Act reverse the holding in In re Midpoint Development, L.L.C., which held that an LLC’s existence terminates – with no power to wind up – after articles of dissolution are filed. Senate Bill 1043 was authored by Sen. Brian Crain and Rep. Rex Duncan.

The committee also worked with the OBA Uniform Laws Committee for passage of the Uniform Limited Partnership Act, as contained in House Bill 1361. House Bill 1361 was authored by Rep. Rex Duncan and Sen. Glenn Coffee.

Senate Bill 1043 passed the Senate and, as amended, passed the House of Representatives. It could not be reconciled before adjournment and has been carried over to the next session. House Bill 1043 encountered a similar fate. It passed the House, but not the Senate, and has been carried over to the next session. The OGCA Committee will continue to work for passage of both bills.

The committee is also studying possible amendments to the Oklahoma Professional Entity Act and statutory changes for non-profit entities. It anticipates forming study groups for both areas in the near future. Finally, several uniform acts are in the NCUSL pipeline – the Business Organizations Act, the Uniform Unincorporated Nonprofit Association Act, the Uniform Statutory Trust Entity Act, and the Uniform Limited Cooperative Association Act –which the committee must consider for adoption in Oklahoma.

Gary W. Derrick, Chair, Oklahoma General Corporation Act Committee, Oct. 11, 2007

No. 05-6046, 2006 WL 3072688 (10 th Cir., Oct. 31, 2006).

Jeanette C. Timmons
Chairperson