The author of a book to help lawyers decipher two Oklahoma
corporation laws passed in the 1980s says he hopes it will stimulate
more incorporations of new businesses and foreign-based businesses
in the state.
"Oklahoma Business Organizations: Formation and Representation"
was designed as an attorney source book on provisions of the
Oklahoma Revised Uniform Limited Partnership Act, passed in 1984,
and the Oklahoma General Corporations Act, passed in 1986, said
Irving L. Faught, the book's author and an attorney with the
Oklahoma City firm of Andrews Davis Legg Bixler Milsten & Price.
"Those were two significant pieces of legislation in the latter
half of the 1980s that affect the regulation of business
organizations - corporations and partnerships - in the state of
Oklahoma that are substantially different from what the law was
before," he said.
"There was no comprehensive book on the statutes. . .and it
("Oklahoma Business Organizations") was published because of the
lack of comparable material in a single source and the newness of
the acts," Faught said.
The book was published in late July by Aspen Publishers Inc. in
Gaithersburg, Md., as part of an Oklahoma series including titles on
corporate forms, real estate forms, estate planning, will drafting
and estate administration forms, and civil procedure forms.
The more than 400-page hard-back book is in a looseleaf, tabular
format, and Faught said it would be updated annually.
It sells for $99.
"If we save the lawyer one hour of time, he's paid for the
book," he said.
The Oklahoma General Corporations Act replaced the section of
state law on corporations with provisions based on the Delaware
general corporation law, said Faught, 50, who has practiced business
and corporate law for more than 20 years.
"Historically, when Oklahoma became a state, there was a great
suspicion about corporations and big business," he said. "Our laws
were populist sort of laws, and protective laws for the state
Faught said Oklahoma had basically an agriculture and
energy-related economy, and pioneers feared the corporations in the
East, particularly the railroads.
Gradually, many states, especially industrial states, made their
business laws more flexible. But not Oklahoma.
"Oklahoma didn't keep pace," Faught said. "We didn't have a
modern corporate law until 1947."
For such major activities as mergers, acquisitions, takeovers
and business combinations, Oklahoma law was not changed again until
1979, he said.
"Then the bleak economic conditions of the early 1980s, I think,
brought about these two pieces of legislation with the hope of
spurring economic development for Oklahoma," Faught said.
Oklahoma Attorney General Robert Henry, who in 1985 was a state
representative from Shawnee, authored the corporation act and wrote
a preface to the book.
Henry said Oklahoma's antiquated corporation laws caused the
state to lag dangerously behind other states in economic development
"Oklahoma's corporate environment was staid and stultifying -
unable to meet modern demands," he wrote. "Indeed, to the best of my
knowledge, all of the state's Fortune 500 companies were
incorporated in other states, usually Delaware, where the laws gave
corporations much greater flexibility. …