Tulsa Corporate Governance Attorneys

Corporate governance is the structure that guides a company’s operations and activities. Think of an operating agreement, partnership agreement, bylaw, and shareholder agreement as a business’s “constitution.” And think of a resolution as either a statute or a history book. If these structural pieces are clearly and harmoniously written and followed, business owners can avoid much of the conflict our Tulsa attorneys commonly see. 

What Is Corporate Governance?

Foundational Governing Documents

 A limited liability company should have an operating agreement; a partnership should have a partnership agreement; a corporation should have bylaws and sometimes a shareholder agreement.
 
These are all foundational documents describing the rights and responsibilities of owners and shareholders, how the company operates, what kind of decisions people can make for the company, and how they make those decisions. 
 
When a business owner or shareholder in a multi-owner company seeks advice from Davis Business Law, one of our first questions is, “Does your company have a foundational agreement?” For most corporate governance, Oklahoma law defers to the foundational documents on how to handle situations. 
 
If your company does not have a foundational document, or you’d like to evaluate it for possible revision, contact our Tulsa business attorneys. You can call (918) 900-0192 or contact us online for a free consultation on how you can set your business up for success.
 

Resolutions and Continuing Documents

A resolution is a written record of an important decision or additional rules to supplement the foundational documents.
 
A resolution cannot conflict with the foundational documents, though. If a company wants to change a rule or do something different from the founding document, the owners must first amend it. Then they can act or make the rule and record it in a resolution.
 
Resolutions are vital because they provide the company’s decision-making history. Suppose a business asks one of Davis Business Law’s Tulsa attorneys to help two owners of a three-member company cooperatively purchase the membership of the third owner. All the owners agree to the deal. But, when our attorney looks at the original operating agreement, it is for a two-member company, and those two founding members differ from the current three members!
 
In a situation like that, our business attorneys want to see resolutions recording the transfer of ownership from the two original members and then adding a third member. Those resolutions must show compliance with the operating agreement’s directions to accomplish those tasks. The current owners have to prove they own the company, and those resolutions would significantly complicate what should otherwise be a simple process. 
 
Davis Business Law’s Tulsa attorneys can guide you through the corporate governance process to avoid getting in complicated and expensive situations like the one above. 
 

Governance for Both Public & Private Companies

In a private company, a company’s owners control and manage it, or they can designate a manager. However, in a public company, the owners are generally shareholders and do not manage the company day-to-day. Instead, the owners employ professional managers and appoint independent board members to make decisions. 
 
In a public company, those directors and managers must make decisions in the best interests of the shareholders. The U.S. Securities and Exchange Commission and the various stock exchanges have stringent rules regarding a public company’s board structure and governance practices. A public company has many essential governance decisions, such as board size and composition and how best to implement rules putting shareholders first.  
 

Establishing A Framework That Works Best For You

 
Each business is different. A two-member company may need different rules than a business with three owners or more. For example, if a business has an even number of owners, what should they do in the event of a tie vote on an important decision? Our Tulsa business attorneys can craft governing documents to avoid conflict in such a situation. 
 
Another example that commonly causes conflict is when one owner puts in “sweat equity” while other owners contribute start-up costs. What should the rights and responsibilities of each of those owners be? Figuring that out now can help you avoid a dispute among owners later.
 
Hiring Davis Business Law to tailor a governance framework just right for your business can be a wise investment – an ounce of prevention is worth a pound of cure.  

Contact an Experienced Corporate Governance Attorney

If you have just started your business, now is a great time to invest in well-crafted foundational governance documents. But, even if your company has been around a while, it is not too late to prepare governing documents. But it is too late once a dispute arises from a lack of clear governing documents, and you have to hire an attorney for a lawsuit.
 
Please call our Tulsa corporate governance attorneys at (918) 900-0192 or contact us online for a free initial consultation to help your business govern smoothly.

Contact Us

Call us at (918) 900-0192 or complete the form below. Your form will be directly emailed to us for a quick reply, typically within 1 business day often within hours the same day. All information is confidential.

Contact Form Tulsa

Meet Our Tulsa Business Lawyers

Daniel R. Wilson

Daniel R. Wilson

Joseph P. Titterington, Esq.

Joseph P. Titterington, Esq.

Ashley Morey, Esq.

Ashley Morey, Esq.

Contact Us

(918) 900-0192

office@davisbusinesslaw.com

Address

321 S. Boston, Suite 300

Tulsa, OK 74103

Davis Business Law

321 S. Boston, Suite 300

Tulsa, OK 74103

From Our Clients

Michael Lloyd
Michael Lloyd
17:43 29 Jul 22
I needed quick advice for contract review and business changes to which they were very responsive and available. Sound advice and knowledgeable. I’m... glad I found them.read more
RMike Wittkkop
RMike Wittkkop
00:14 29 Jul 22
Todd Bules
Todd Bules
19:45 24 May 22
Outstanding group. Matt and his team did a fantastic job taking care of our legal questions.
Regan Mckenzie
Regan Mckenzie
14:24 24 May 22
Hiring Davis Law was the best decision I ever made for my business.
Jeremy Cole
Jeremy Cole
23:42 08 Apr 22
Dylan Woods
Dylan Woods
02:37 08 Nov 21
Kristin wax the lawyer I dealt with in regard to getting an LLC and she was extremely thurough and went threw every detail in detail which is exactly... what I wanted. I would highly recommend if starting a business to use Davis and kristin in particular.read more
Tyler Ellis
Tyler Ellis
00:07 28 Dec 19
Matt was very professional and helpful when it came to our business problem. He had the issue resolved in just a couple of days. We will definitely... use him again.read more
Jeff Washburn
Jeff Washburn
02:24 03 Dec 19
If you are looking for a go getter and no bull type of people to work with, I highly recommend Matt and his team!
adria dunn
adria dunn
03:14 13 Oct 19
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