OK SB994

Members of limited liability companies gain appraisal rights to receive fair value payment for their membership interest when voting on mergers or conversions

Operating agreements may provide contractual appraisal rights for additional events including amendments, asset sales, transfers, or domestication to other jurisdictions

LLCs may modify, restrict, or eliminate appraisal rights in operating agreements only with authorization from each affected member

Appraisal rights are excluded for membership interests that are covered securities, listed on national exchanges, held by more than 2,000 members, or issued by registered open-end investment companies

Appraisal rights remain available regardless of exclusions when members must accept non-cash consideration, when a 20%+ beneficial owner is acquiring interests, or when senior executives receive special financial benefits from the transaction

Effective date: November 1, 2016