OK SB1824

Authorizes corporations to enter contracts with current or prospective shareholders that may restrict corporate actions, require approval from specified persons, or covenant that the corporation will take or refrain from certain actions, with such contracts subject to standard contract law remedies

Restructures rules for interested director/officer transactions and creates new framework for controlling shareholder transactions, providing safe harbors from equitable relief or damages when transactions are approved by disinterested directors, disinterested shareholders, or are fair to the corporation

Establishes heightened requirements for "going private" transactions involving controlling shareholders, requiring both committee approval with delegated authority to negotiate/reject AND approval by disinterested shareholders, unless the transaction is fair to the corporation and shareholders

Creates presumption that directors of exchange-listed corporations are disinterested if the board determines they meet exchange independence criteria, rebuttable only by "substantial and particularized facts"

Significantly revises shareholder inspection rights by specifically defining "books and records" to include certificates of incorporation, bylaws, meeting minutes, financial statements, and shareholder contracts, while authorizing corporations to impose confidentiality restrictions, require incorporation of information into related complaints, and redact unrelated portions

Limits court-ordered document production to specifically defined "books and records" categories, with functional equivalent documents available only if corporation lacks required records and they would have significant value for shareholder's purpose

Clarifies that boards may approve agreements in "final or substantially final form" and may ratify previously approved agreements before filing with the Secretary of State, with ratification effective as of the original approval time

Updates merger and consolidation procedures for registered series of LLCs, allowing series to merge with other series of the same LLC with majority member approval and providing that merged series' debts, liabilities, and duties attach to the surviving series

Authorizes domestic LLCs to divide into two or more domestic LLCs under a plan of division, with membership interests convertible into cash, property, or interests in division companies, and requires designation of a division contact who must maintain plan copies for six years and respond to creditor inquiries within 30 days