OK HB3498

Grants concurrent jurisdiction to Oklahoma Business Courts (created under 20 O.S. Section 91.7) for matters arising under both the Oklahoma General Corporation Act and the Oklahoma Limited Liability Company Act

Establishes comprehensive rules for controlling shareholder transactions, requiring either approval by a committee of two or more disinterested directors with authority to negotiate and reject, or approval by majority vote of disinterested shareholders; going-private transactions require both committee and shareholder approval or proof the transaction is fair

Creates presumption that directors of publicly-listed corporations are disinterested if they satisfy stock exchange independence criteria, rebuttable only by "substantial and particularized facts"; limits controlling shareholder liability to breach of loyalty, bad faith, intentional misconduct, or improper personal benefit

Authorizes corporations to enter contracts with shareholders that may restrict corporate actions, require approval from specified persons before taking actions, or covenant that the corporation will take or refrain from specified actions, with standard contract law remedies for breach

Defines "controlling shareholder" as a person owning majority voting power for director elections, having contractual right to elect majority of directors, or owning one-third or more voting power while exercising managerial authority

Permits boards of directors to approve agreements in "final form or substantially final form" and to ratify agreements before filing effectiveness with the Secretary of State, with ratification deemed effective as of original approval time

Modernizes merger and consolidation procedures for registered series of LLCs, requiring approval by members owning majority of current percentage interest in profits unless the operating agreement provides otherwise

Establishes detailed framework for LLC divisions, allowing any domestic LLC to divide into two or more domestic LLCs, with division contact required to maintain plan of division for six years and respond to creditor information requests within 30 days

Clarifies that treasury shares may be disposed of for consideration greater than, less than, or equal to par value, subject to constitutional requirements under Article IX, Section 39 of the Oklahoma Constitution

Updates definitions throughout both Acts to include modern terminology for electronic transmissions, documents, and business entities, and clarifies that section captions are part of the Oklahoma General Corporation Act