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Meyer, Leonard & Allison, PLLC
Where Experience Makes The Difference
 		 Office (405) 702-9900
Fax (405) 605-8381
116 E. Sheridan, Suite 207
Oklahoma City, OK 73104
MeyerLeonard.com

Oklahoma Business & Corporate Law

Corporations, Partnerships, LLCs

Oklahoma law recognizes different forms of business organizations.  Which one is right for your business is not a one-size-fits-all question.  Options include a C-Corporation, S-Corporation, Partnership, Sole Proprietorship, Limited Liability Company (LLC), and Professional Limited Liability Company (PLLC).  Each has unique advantages and disadvantages depending on the specifics of the business itself

Business Formation

Businesses are formed through formal action with the Oklahoma Secretary of State.  Depending on which business type is selected, the Secretary of State has specific forms and document filings required.  The Oklahoma law that defines business organizations is found in Title 18 of the Oklahoma Code, and depending on what your business actually does, it may be subject to many other laws and agency regulations along with federal law.

If a business is owned by only one person, the process is relatively simple; but if there are more than one person involved, the process can be more complicated and require some planning with someone experienced in business formation and the law.  Accountants and lawyers are both usually qualified and knowledgeable in the area, and should be consulted to avoid potential later problems with liabilities, taxes, contracts, and allocation of assets, profits and losses.

Business Disputes

Business organizations shield the owner(s) from liability.  But to enjoy the protection of the business, the owner(s) must govern, document, and administer the business properly; otherwise, a legal tactic called "piercing the corporate veil" can subject the owner(s) to personal liability.

Businesses can get into disputes, and can sue and be sued in court.  Representing businesses in legal matters can require specialized experience, and can often involve actions in federal or state court.

Business Contracts

Business regularly enter into contracts, and therefore Oklahoma contract law becomes an important body of knowledge with which to be familiar.  Statutory contract law is found in Title 15 of the Oklahoma Code.  Most business disputes and claims of liability involve contracts, and although a contract may seem simple, it is generally a wise practice to have an experienced business attorney review contracts before committing your business with a signature.

Unlawful Business Activities

Besides contract law, there are also other ways in which companies can infringe on individuals and other companies.  These include, for example, business torts, actions that harm shareholders, and consumer protection violations.

   Business Torts

There are a number of torts which are peculiar to business, sometimes generally referred to as "unfair competition," designed to protect the business relationships and economic interests, and which include:

● False Statements;
● Third Party Interference;
● Intentional Interference with Prospective Economic Advantage;
● Unfair Trade;
● Bad Faith;
● Racketeering (RICO);
● Intellectual Property Infringements; and,
● Product Liability.

   Actions That Harm Shareholders

There are legal duties imposed upon corporate officers and directors toward the company and its shareholders (or members, in the case of an LLC).  The courts have imposed liability based on the failure of a director or officer (or manager, in the case of an LLC) to act with due diligence or loyalty in managing the affairs of the corporation and acting in its best interest.

Often these situations can arise when the circumstances of a business transaction place an officer or director (or manager, in the case of an LLC) on both sides of the transaction.  For example, if Joe is a Director of ABC Corp., and ABC Corp. purchases products from another company that Joe owns, then Joe is on both sides of the transaction and potentially in a position to do what's best for Joe instead of what's best for ABC Corp.

   Consumer Protection

Oklahoma has a specific body of law called the Oklahoma Consumer Protection Act ("OCPA"), found at 15 O.S. § 751 et seq.  The OCPA defines actions which are violative of the law (called "Unlawful Practices," see 15 O.S. § 753), which include specific acts of misrepresentation, tie-in sales, and bait-and-switch transactions.

Employment

If a business is an employer, an enormous body of law comes into play in order to stay in compliance and out of legal trouble.  There are many laws, federal and state, which govern and regulate a business that pays people for work.  This is a specialized and complex body of law, and as such, an attorney experienced in such matters should be consulted for advice.  Furthermore, when a business find itself in a dispute with an employee, it is always wise to have an experienced attorney review the matter before taking action; otherwise, a disgruntled employee may have multiple avenues of recourse which are not only readily available, but easy for the employee to engage (e.g., EEOC, Dept. of Labor, Okla. Human Rights Commission, OESC).

Business Formation & Litigation Lawyers

The lawyers at Meyer, Leonard & Allison are experienced in the law of business, with particular emphasis and experience in small and medium sized businesses, including start up, entrepreneurial ventures such as equity and capital formation, mergers, acquisitions, and issues faced in growing businesses.  Additionally, when a business finds itself in a dispute or potential legal issue, the lawyers at Meyer, Leonard & Allison are highly knowledgeable and capable in representing your organization.

For a free consultation, call 405-702-9900.