The Oklahoma Bar Journal October 2024

holding company reorganization mergers if certain conditions are met. 51 These are mergers in which a new holding company is created for an operating company, and shareholders of the former operat ing company become shareholders of the new holding company. 52 One present condition is that the new holding company’s orga nizational documents and board composition must be identical to those of the premerger company. 53 Requiring identical organizational documents makes little sense when the holding company is a large, publicly held company or when the operating company is an LLC rather than a corporation. The SB 620 amendment relaxes this condi tion to require a shareholder vote only when the surviving company’s organizational documents contain a provision that would have required shareholder approval if adopted immediately before the merger. 54 The board composition may be changed without a shareholder vote if the surviving company would be managed by a board owing fidu ciary duties, which may be a board composed of corporate directors or LLC managers. 55 Conversions:

intended to prohibit other forms of insurance that would have been permitted under the provisions of Section 1031.G that predate SB 620. Electronic communications under the OGCA. Signing and delivering corporate documents electronically: Section 1014.3 of the OGCA was adopted in 2021 to broaden the use of elec tronic communication under the OGCA. 39 It provides that docu ments in certain transactions could be signed and delivered manually or electronically. 40 The terminol ogy in Section 1014.3 is based on analogous provisions in Section 1075.2 and the Oklahoma Uniform Electronic Transactions Act. 41 SB 620 amends Section 1014.3 to allow persons to use electronic signatures to document director, shareholder, member and incor porator consents and for signing and delivering those documents by electronic means. 42 This amend ment supplements provisions that currently permit these consents by electronic means. A conforming amendment to Section 1014.3.A.3 requires that the electronic delivery of shareholder or member consents, and the electronic delivery of docu ments evidencing a proxy granted by a shareholder or member, must satisfy additional requirements set forth in Section 1073.C (with respect to consents) and Section 1057.C (with respect to proxies). 43 Director written consents: To clarify the use of electronic com munication, SB 620 amends Section 1027.F of the OGCA to permit a director to rely on Section 1014.3 of the OGCA, which confirms that electronic documents are writings for purposes of the OGCA, as a basis to document, sign and deliver a consent by electronic means. 44

Notice of meetings and adjourned meetings: To address issues related to virtual meetings held via remote communication, SB 620 amends Section 1067.A of the OGCA to pro vide that a notice of a shareholder meeting may be given in any man ner permitted by Section 1075.2 of the OGCA and Section 1067.C of the OGCA to provide that a virtual meeting via remote communication of shareholders may be adjourned due to technical failures during the meeting. 45 In such event, notice of when the meeting will reconvene need not be given to shareholders if the electronic network for the meeting, such as the website that shareholders and proxy holders visit to join the meeting, displays the information required by Section 1067.C about when and how the meeting will reconvene or if such information regarding the adjourned meeting is provided for in the notice of meeting. 46 Consent of shareholders in lieu of meetings: Section 1073 is amended to expand the methods of delivery of consents given by electronic trans mission. 47 The amendments provide that a consent need not bear the date of signature of the shareholder or member signing the consent. 48 The amendments also provide that the 60-day period for the delivery of consents starts on the first date a consent is delivered to the cor poration. 49 The amendments also eliminate redundant terms, includ ing references to consents given by telegram or cablegram because those methods of giving consents are included in the definition of electronic transmission. 50 Mergers and conversions. Holding company reorganization mergers: Section 1081.G of the OGCA currently provides that no shareholder vote is required for

Conversions to Domestic Corporations: Section 1090.4 of the OGCA cur

rently provides that before a certificate of conversion to a domestic corporation may be filed, it must be approved in the manner set for in the entity’s gov erning documents. 56 SB 620 amends Section 1090.4 of the OGCA to relax this requirement by providing that requisite approval shall be required before the time

Statements or opinions expressed in the Oklahoma Bar Journal are those of the authors and do not necessarily reflect those of the Oklahoma Bar Association, its officers, Board of Governors, Board of Editors or staff.

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THE OKLAHOMA BAR JOURNAL