Oklahoma law sets company record, ownership, and deal rules

A shareholder must meet stated requirements to inspect or copy company records. These rules cover shareholders seeking corporate records, including certain records held by a subsidiary. The request must be made in good faith for a proper purpose, describe the purpose and records with reasonable detail, and seek records specifically related to that purpose. A court may order certain additional records only if the shareholder shows a compelling need and proves by clear and convincing evidence that the records are necessary and essential. Companies may set reasonable limits on the use or sharing of records and redact material unrelated to the stated purpose. These provisions take effect November 1, 2026.

The text sets conditions under which certain controlling-owner transactions may be protected from fiduciary-duty claims for damages or equitable relief. These rules cover transactions between a corporation and a controlling shareholder or control group, including deals where they receive a benefit not shared generally with shareholders. For a transaction other than a going-private deal, the stated protection applies if a disinterested board committee approves or recommends it, disinterested shareholders approve it, or the deal is fair to the corporation and its shareholders. A going-private deal must meet both approval tests or be fair. The text preserves claims involving breaches of loyalty, bad faith, intentional misconduct, knowing violations of law, or improper personal benefits, and preserves certain rights to seek court relief. These provisions take effect November 1, 2026.

A limited liability company may divide into two or more companies under a plan that allocates its property, debts, and duties. These provisions cover Oklahoma domestic limited liability companies and the companies formed through a division. The operating agreement controls how the plan is approved if it addresses the process; otherwise, the text provides approval rules, including approval by members holding a majority interest in profits when the agreement gives no process and does not prohibit division. The plan must identify how debts and property are allocated. Debts not allocated remain debts of all division companies, and all division companies are jointly responsible if a court finds a fraudulent transfer. Written agreements made before November 1, 2023, that restrict certain mergers, consolidations, or asset transfers also apply to a division. The act takes effect November 1, 2026. The plan must honor covered written agreements made before November 1, 2023.