Corporate Law

Corporate Law

Buy/Sell Agreements
A good buy-sell agreement can prevent conflicts between business owners and help maintain the closely held status of a small businesses. For a corporation, this issue is typically dealt within a buy-sell agreement between the shareholders; for a limited liability company, buy-sell provisions are usually drafted into the operating agreement. Any business that has multiple owners should always deal with this issue, in writing, before potential arguments and problems arise.

A buy-sell agreement consists of several legally binding clauses in a business partnership or operating agreement or a separate, freestanding agreement, and controls the following business decisions:

Who can buy a departing partner’s or shareholder’s share of the business (this may include outsiders or be limited to other partners/shareholders);
What events will trigger a buyout, (the most common events that trigger a buyout are: death, disability, retirement, or an owner leaving the company) and;
What price will be paid for a partner’s or shareholder’s interest in the partnership and so on.
Fuller, Chlouber & Frizzell LLP attorneys are experienced in preparing a Buy-Sell Agreement to meet your business needs.

Limited Liability Companies (LLCs)
The Limited Liability Company (“LLC”) has gained prominence as an effective business entity and estate planning tool. The LLC, which is now recognized in all 50 states, provides most, if not all, of the benefits of a corporation, yet is usually taxed as a partnership, thus avoiding the tax problems sometimes associated with the corporate business form. Through an LLC, you can also achieve your gifting objectives, minimize any estate taxes due upon your death and protect your assets (personal and business) from the claims of creditors.

The attorneys at Fuller, Chlouber & Frizzell LLP can prepare and help file Articles of Organization with the Oklahoma Secretary of State. The LLC is governed by an “Operating Agreement,” which is similar to a partnership agreement of the bylaws of a corporation. Individuals or other entities who invest in the LLC are referred to as “members” and are the equivalent of corporate shareholders.

The LLC has two features which help to distinguish it from other types of business entities. First, an LLC possesses the corporate characteristic of limited liability for all of its members. This characteristic shields the individual LLC members from personal liability beyond their investment or capital commitment to the LLC for the debts and obligations of the LLC. Second, an LLC possesses the income tax flow-through attributes of a partnership. Thus, unlike other types of business entities, the LLC avoids the infamous double taxation problems associated with the traditional “C” corporation.

In Oklahoma, any one or more persons may form an LLC for any lawful purpose except banking or insurance. A corporation, general partnership, “S” corporation, limited partnership, or trust all qualify to be members of an LLC. If there are two people involved, the LLC is normally taxed as partnership; however, if one person owns the LLC, the entity is taxed as a sole proprietorship. Moreover, with some exceptions, the law generally allows you to convert an existing limited or general partnership into an LLC without adverse tax consequences. In the case of converting from a “C” or an “S” corporation to an LLC, the conversion would be treated as a liquidation of the corporation, a fully taxable event, likely resulting in the recognition of taxable gain equal to the difference between the fair market value and the adjusted basis of the corporate assets transferred to the LLC. The attorneys at Fuller, Chlouber & Frizzell LLP can help if you are considering such a conversion.

Many types of businesses are particularly well-suited to the LLC form of doing business. Limited or general partnerships that want to limit the personal liability of their general partners, and limited partnerships seeking greater participation from their limited partners in the management of the partnership’s business, should consider the LLC business form. Also, corporations seeking fewer reporting requirements and formalities, or enhanced flexibility in the number and types of shareholders, will find the LLC form advantageous. If you find that your business fits into one of these categories, please contact one of our attorneys. to start the process of establishing an LLC.

Corporate Law
From start-up, through conventional bank and private equity financings, mergers and acquisitions, joint ventures and alliances, to divestitures and dissolution, our experience helps clients achieve their objectives quickly and cost-effectively. Between these life cycle events, we support our clients with preparation of employment agreements and shareholders agreements, protection of intellectual property assets, handling of personnel issues, regulatory compliance support and commercial litigation.

The attorneys at Fuller, Chlouber & Frizzell LLP can help you with the following Oklahoma Corporate Legal matters:

Shareholder Agreements
Business Entity Conversion
Business Continuation Planning
Shareholder Freeze Out and Defenses
Regulated Industry Compliance
Taxation of Franchises
Business Continuation Planning
Regulation of Tobacco Sales
Employment Squeeze Out Strategies & Defenses
Sales and Acquisitions
Corporate Reorganization
Whatever the cause of financial distress, rehabilitating a troubled company entails eliminating problems so that it can operate normally and compete effectively in its industry. Operating losses must be eliminated, profitable operations restored, and contingent losses must be settled at affordable amounts.

Our restructuring and reorganization experience provides our clients with the opportunity to implement practical, cost-efficient solutions to business problems, which creates opportunities for a troubled business to restructure and maximize value.

The attorneys at Fuller, Chlouber & Frizzell LLP can successfully represent a wide variety of clients, including debtors, bankruptcy trustees, statutory unsecured creditors’ committees, indenture trustees, secured creditors, individual financial institutions, bondholders, ad hoc committees of bondholders, commercial paper holders, trade creditors, and parties acquiring assets out of bankruptcy proceedings.

Dissolution of Business Entities (Liquidation)
Before breaking up or dissolving your business, it is important to develop a comprehensive exit strategy. Whether a partnership, corporation, or joint venture, you must know how to create a plan that shields you from continuing liability, yet resolves all ongoing business issues with minimal financial and emotional effects.

Fuller, Chlouber & Frizzell, LLP, understands that fact and effectively protects the interests of people during the dissolution of family-owned businesses, partnerships, limited liability companies, S-corporations, closely-held companies and other commercial entities in the Tulsa Oklahoma area.

Businesses may end for a variety of reasons. In many cases, the decision to dissolve a business entity is voluntary and mutual. In other situations, businesses may be forced into dissolution because of external factors beyond the control of the owners, partners or stakeholders involved. Whatever the case, it is important to recognize that you do have some control over how the business ends.

Our practice includes:

Contested business dissolutions: We routinely file and defend motions to compel the business dissolution in situations where partners or stakeholders cannot reach a mutually satisfactory agreement.
Minority shareholder oppression: We represent minority shareholders in disputes involving freeze outs, self-dealings, unfair compensation plans, and the abuse of minority shareholders.
Breach of fiduciary duty: We pursue and defend claims against directors or officers alleging breaches of fiduciary duty and other forms of financial misconduct.
Usurpation of corporation: We represent shareholders and business partners in suits against officers who used the corporate entity for improper advantage.
Whatever the reason for the breakup, our lawyers can help you explore options and consider the ramifications of dissolving your business while protecting your interests inside and outside of the courtroom. They will work closely with you and collaboratively with each other to design strategies that will effectively shield you from the continuing liability associated with ongoing business activities and future disputes.

Executive Compensation
Fuller, Chlouber & Frizzell LLP negotiates executive compensation packages, employment agreements, employee benefits packages, severance packages, executive contracts, and employment law.

If you need assistance with a new employment agreement or getting fired we can help. Being refused a promotion you worked hard to deserve, not getting paid for regular time or overtime hours you have worked, being denied a benefit claim by your employer, being retaliated against for whistleblowing or being subject to harassment or discrimination in the workplace can be a violation of state and federal employment laws. State and federal law extends many rights, privileges, and protections to employers, but never at the expense of employees who may suffer illegal abuses or injustices in the name of profits.

With executive compensation we advise senior executives regarding their compensation packages, plan their packages, help negotiate the agreement and if necessary enforce the senior executive’s legal rights.

Joint Ventures
A joint venture is a legal organization that takes the form of a short term partnership in which the persons jointly undertake a transaction for mutual profit. Generally each person contributes assets and share risks. Like a partnership, joint ventures can involve any type of business transaction and the “persons” involved can be individuals, groups of individuals, companies, or corporations.

Joint ventures are also widely used by companies to gain entrance into foreign markets. Foreign companies form joint ventures with domestic companies already present in markets the foreign companies would like to enter. The foreign companies generally bring new technologies and business practices into the joint venture, while the domestic companies already have the relationships and requisite governmental documents within the country along with being entrenched in the domestic industry.

In the United States, joint ventures are governed by state Partnership, Contracts, and Commercial Transactions law. A joint venture is also treated like a partnership for Federal Income Tax purposes. A joint venture corporation involves the same type of activity as above but within a corporate framework. Foreign joint ventures are subject to the international trade laws and the laws within the foreign countries.

The attorneys of Fuller, Chlouber & Frizzell LLP are experienced in Joint Ventures.

Partnerships
A partnership is an association of two or more individuals with the intent to carry on a business as co-owners for profit.
If you thinking about forming an Oklahoma business partnership, you should seek advice from one of our Tulsa lawyers to draft or review a sound partnership agreement. The investment can save you substantial amounts in the event of a breach of contract claim.

There are clearly too many potential partnership issues to list in one place, but potential issues can arise, and a Fuller, Chlouber & Frizzell, LLP business lawyer could be needed, at any step in the process. Before you even get started, you need to be sure that you have a sound partnership agreement in place. This is a surprisingly common omission, and one that can lead to disastrously antagonistic situations that can ruin a business.

Aside from the partnership agreement, you may also need the help of an experienced Fuller, Chlouber & Frizzell LLP business lawyer to make sure that you have an operating agreement in place as well. This “catch-all” agreement will clarify the issues of what will happen at the office on an everyday basis. You need to define:

Your respective duties;
Your responsibilities;
Your respective salaries and bonuses;
Your decision-making process;
Any veto power that’s necessary.
Business partnership disputes can be problematic to a company’s future in Oklahoma. You may believe that there is a breach of fiduciary duty, fear personal liability or simply need advice on business partnership law. The Tulsa, Oklahoma business partnership attorneys at Fuller, Chlouber & Frizzell LLP have successfully represented partners in arbitration, mediation or litigation in state courts. We have also assisted partners to quickly come to an amicable resolution in corporate disputes. We offer:

Inital Consultation
Direct and concise opinions
Competitive rates
Aggressive representation
If you are concerned or just have questions about the structure of your business, please contact a Fuller, Chlouber & Frizzell LLP business partnership attorney at Fuller, Chlouber & Frizzell LLP today to schedule a consultation.

Mergers and Acquisitions
Fuller, Chlouber & Frizzell LLP attorneys have experience in negotiating and structuring mergers and acquisitions, including compliance with applicable securities and antitrust regulations.

We can guide you through all phases of expanding or selling your business, from strategic planning through negotiations and “due diligence” to closing the deal.

We also regularly counsel our clients on corporate governance matters related to mergers and acquisition transactions, including:

fiduciary responsibilities of corporate directors and officers,
shareholder rights plans,
transactions which convert companies from public to private ownership, and
share repurchases.
Our attorneys also have experience with hostile tender offers, proxy fights, unsolicited merger proposals and disputes involving ownership of privately held business.

Professional Corporations
A professional corporation (PC) is a corporation of professionals. In some states, some professionals are permitted to form corporations under specific regulations, to allow the professionals to have the benefit of a corporation while meeting ethical requirements. In a corporation, the shareholders and officers are free from personal liability, but this would be a problem for a corporation formed by professionals, if they formed the corporation in order to absolve themselves of responsibility for their professional actions (malpractice). The PC form does not allow professionals to be free from personal liability from the result of his or her professional actions, but it does allow other shareholders or directors to be protected from the actions of another.

PC’s function in much the same way as a limited liability partnership (LLP), but under the rules of incorporation rather than partnership. The ability to form a PC is determined by individual states, and states determine which professionals may form professional corporations in their state.

Pension / Profit Sharing Plans
Establishing a qualified pension or profit sharing plan is a sound business investment, offering tax advantages to both you and your employees.

Pension or Profit Sharing plans are an excellent benefit, but they can also be very complicated. Fuller, Chlouber & Frizzell LLP attorneys are experienced in the design of qualified pension and profit sharing plans.

Sole Proprietorships
A sole proprietorship is an unincorporated business organization that’s owned and operated by an individual.
For tax and most legal purposes, a sole proprietor and his or her business are one and the same, indistinguishable from one another. Business profits (or losses) are reported on the owner’s Form 1040 tax return. The sole proprietor is personally responsible for all business debts, including taxes. When the owner of a sole proprietorship dies, the business terminates by law, unlike a corporation or limited liability company (LLC).

However, even though it is the simplest of business structure, the sole proprietor is not excused from various local, state and federal laws specific to a particular business or businesses in general. Therefore, even though sole proprietors do not have to follow a lot of the formalities associated with more complex business entities, they cannot fall asleep at the wheel and must conscientiously follow all registration, licensing, safety, permit and tax laws to keep their business in good standing.

The low cost and simplicity of operating a sole proprietorship comes at a cost. The primary disadvantage of a sole proprietorship is that the owner personally liable for the liabilities of the business. This means that if the creditors of the business can go after the sole proprietor’s house, bank accounts, retirement savings, and other assets. Purchasing business insurance will help reduce personal liability for negligence but not business debts. There is also no business continuity because when the sole proprietor dies the business ceases to exist. Ownership in a sole proprietorship is also hard to transfer because the business assets and documents tend to be in the name of the individual rather than the business, and the goodwill and knowhow of the business is often tied to the selling individual and may be hard to carry over to the new owner.

Sole proprietorships tend to exist by default because its business owners have not explored or are not ready to move to a more beneficial but complex entity form.

The attorneys at Fuller, Chlouber & Frizzell LLP are experienced sole proprietorship lawyers in Oklahoma, and are here to help with your sole proprietor business legal needs.

Small Business
The Law Offices of Fuller, Chlouber & Frizzell LLP, in Tulsa, Oklahoma offer a broad range of legal services and legal advice to small business owners and professionals and entrepreneurs. We offer the following areas of assistance;

Corporate – entity formation.
Corporate governance counseling.
Counsel on legal issues arising in the operations of a client’s business.
Advise on general protection of commercial interests.
Advise on business financing, reorganization, restructuring and receivership.
Agreements involving partnerships, limited partnerships and limited liability companies.
Agreements involving commercial interests, including licensing and intellectual property.
Employment agreements.
Contract review and negotiation.
We custom-tailor effective legal solutions for small and medium-sized businesses of all types. We provide the legal foundation essential for a successful Oklahoma business. Contact our business attorneys if you are:

A business owner with employees.
Anyone with a business agreement that needs to be prepared or reviewed.
An individual purchasing or selling a business.
An entrepreneur with an exciting new business idea.
A business owner who is dissatisfied with his or her current legal advisor.
Tax Counsel
Fuller, Chlouber & Frizzell LLP advises businesses about state and federal taxation issues both locally and nationally. For clients in Oklahoma, we address specific tax problems or incorporate continuing tax advice in the context of a general counsel relationship. Our firm includes attorneys in taxation, allowing us to provide informed and practical advice.

For national corporations, we assist with the taxation aspects of broader mergers and acquisitions, Oklahoma real estate transactions, or local audit or enforcement problems concerning sales tax, payroll tax or property tax. Contact a taxation lawyer at Fuller, Chlouber & Frizzell LLP in Tulsa, Oklahoma.

Whether we are acting as general counsel, local counsel or attorneys engaged to resolve specific business tax problems, we can address your tax planning, compliance and appeals issues. We advise businesses about a variety of tax-related issues including:

Possible consequences of not selecting the appropriate entity selection when forming a business
Effect of business capitalization and asset characterization decisions
Seeking tax-exempt status for nonprofit corporations
Family business tax planning typically coordinated with estate tax planning)
Adoption and modification of accounting methods
Possible penalties of real estate transactions, mergers, acquisitions and business sales
Audit response with the IRS or local tax authorities
Property tax adjustments and appeals
Fuller, Chlouber & Frizzell LLP offers tax assistance to businesses at any scale of operations. We serve clients throughout Oklahoma facing tax issues. Contact us today to schedule a consultation.

Stockholder Agreements
When a corporation has two or more shareholders, your attorney should prepare, at or shortly after you file the Articles of Incorporation, a Shareholders’ Agreement. That agreement is the document that defines the shareholder’s responsibilities to each other. A shareholders’ agreement may be key to the successful operation of your corporation First and foremost, the shareholders’ agreement is NOT filed with the state and, as such, is not made available to the general public; instead, it is a private contract between shareholders. You can thus insert into your shareholders’ agreement whatever terms you would prefer to remain confidential from third parties. Furthermore, the shareholders’ agreement is more easily administered, revised/ amended and terminated than the Articles, and allows for flexibility in a business structure that is known for its rigidity. Also, you can provide for contingencies in your shareholders’ agreement, such as for arbitration instead of litigation in case of shareholder disputes, etc. And, of course, if your shareholders’ agreement is comprehensive, you can avoid the consequences of state-imposed application of its set of default rules to resolve shareholders’ differences.

To ensure that your shareholders’ agreement addresses the problems likely to arise in your course of business, you should hire an Oklahoma attorney who is experienced in the practice of corporate law to draft it for you. Your shareholders’ agreement MUST be consistent with all of the provisions of your Articles; if the two documents conflict, the Articles trump the shareholders’ agreement. At the very least, your shareholders’ agreement should outline the following:

The nature and amount of initial contribution of capital/ funds to the business, and the method by which future contributions are to be made,
Non-competition terms,
Stock valuation formulas,
Buy-out terms and conditions (Buy-Sell Agreement),
The governing law of shareholders’ disputes,
The ownership and voting rights of the shares, including restrictions on their transfer, preemption rights, rights of first refusal (i.e. shareholders’ rights to maintain their fractional ownership of the corporation by buying a proportional number of shares of any future issue of common stock), etc., and
The manner of control/ management of the business, such as the method for electing directors/ officers, when to impose super-majority voting requirements (i.e. when/ what percentage of shares must vote in favor of crucial matters).
Because the shareholders’ agreement is so vital to the day-to-day operation of a corporation, it should be prepared immediately after filing your corporation and it should be kept in a secure, yet easily accessible location, and referred to periodically. You need NOT file your operating agreement with the state of Oklahoma.

The law offices of Fuller, Chlouber & Frizzell LLP have experienced attorneys able to help prepare and work with your Stockholder Agreement.

Technology Agreements
Information technology law is not as easy to define as contract law or tort law. Rather, it applies a wide range of legal disciplines to the unique problems facing businesses which create technology and those which use it. It comes under various names: internet law, e-commerce law, cyberlaw, to name a few. It primarily combines contracts law with intellectual property, with many other areas of law overlaid.

The attorneys at Fuller, Chlouber & Frizzell LLP provide legal services and solutions to your firm’s non-technology business clients, who face a broad range of technology issues in today’s business environment.

Whether a company creates technology or simply uses technology in its business, the critical role that technology plays in today’s business world requires that the company’s attorney be familiar with the unique contractual issues presented in technology agreements. The following lists some of the types of technology agreements that an attorney must be prepared to handle. Clicking on one that is linked will take you to a more detailed discussion of that agreement:

Software license agreements and end user licensing agreements
Agreements for purchasing or leasing computer equipment
Software development agreements
Outsourcing agreements, including service level agreements
Source code escrow agreements
Internet-related agreements including website hosting agreements, website terms and conditions, privacy policies, web-linking and revenue sharing agreements
The attorneys at Fuller, Chlouber & Frizzell LLP have the experience in securing and protecting a business’ intellectual property, including trademarks, copyrights, know-how and trade secrets, through combinations of registrations, contractual restrictions and licensing agreements.

BSA audits and investigations
Technology transfer agreements
Copyright issues
Software license agreements
Internet-related agreements including website terms and conditions, privacy policies, web-linking and revenue sharing agreements
Trademarks and domain name disputes
Taxes play a major role in many business decisions, and information technology is no exception. The attorneys at Fuller, Chlouber & Frizzell LLP have the knowledge and experience to spot issues that another technology attorney might overlook, often bringing added value to the economics of the transaction.

Financing purchases of equipment (and sometimes software), or routine borrowing transactions that are secured by the company’s technology assets, presents additional challenges. Experience in both corporate finance and commercial lending is another facet of the technology law practice.

Contact us for more information on how The attorneys at Fuller, Chlouber & Frizzell LLP can help your technology-driven business.

Contracts
Contracts are the lifeblood of commercial business. Contracts provide the framework through which business relationships are controlled, enabling each of the parties to attain their agreed upon benefits, while providing appropriate protections against violating the settled terms and conditions. In turn, the value of an excellent contract, which has been skilfully negotiated and precisely written, is rarely evident – until one of the parties attempts to breach the contract (with the potential for such a violation having been substantially reduced by the knowledge that any violation will have serious repercussions).

Conversely, when contracts are poorly negotiated and/or written, they can become a source of unending anguish and drain on a business’ financial resources. Experienced contract negotiations and drafting will enable you to avoid these disasters, by avoiding the traps and pitfalls that other businesses all too frequently fall prey to. You should always be looking to solidify your business relationships with well-structured contracts, so that you can focus on your core business and not the distractions that arise from disputes that lack a clear contractual formula for resolution.

For knowledgeable and experienced legal representation in negotiating, drafting, reviewing and enforcing business contracts, contact our contract attorneys at the law offices of Fuller, Chlouber & Frizzell LLP.

Workers Compensation
Workers’ Compensation laws are designed to ensure that employees who are injured or disabled on the job are provided with fixed monetary compensation; thus, eliminating the need for frivolous litigation. But sometimes companies and private employers subvert these laws and fail to pay sufficient money to those injured or disabled on the job.

Common topics related to the field of Workers Compensation Law include:

Personal Injury
Disability Discrimination
Wrongful Death
Truck Accidents
Construction Accidents
Employment Discrimination
OSHA
If you or anyone you know has been injured while working on the job and your employer has failed to give you sufficient funds, contact the law offices of Fuller, Chlouber & Frizzell LLP and we can handle your case with a high standard of quality.

Breach of Contract
The rules of contract interpretation vary from state to state, but all states have remedies for people and business entities that have been damaged as a result of a breach of contract. If you are involved in a contract dispute, the best way to protect your rights is to contact a lawyer.

Depending on the facts of your case, the attorneys at Fuller, Chlouber & Frizzell LLP may be able to help you seek money damages or specific performance of a contract term. In some cases, you may also be able to recover reasonable costs and attorney’s fees associated with a breach of contract lawsuit.

Default
The attorneys at Fuller, Chlouber & Frizzell LLP represent commercial clients in matters related to loan and mortgage default and creditors’ rights. We also handle collections for local and national businesses. Our clients include individuals and small business owners in matters such as negotiated sales and refinancing.

Representing debtors and creditors in debt-related actions

Debt-related litigation
Judgment enforcement
Defaulted promissory notes
Collection actions and defense
Mechanics liens
Mortgage foreclosures
Settlement negotiations and proposals
Chapter 11 bankruptcy
When we handle default proceedings for a national company, or undertake collections for a local business, we are always attentive to the need to limit the cost. Providing our clients with a good return on their investment in our services is the way we conduct our legal practice. We are equally effective handling collections, writing letters and making telephone calls that get results for our clients.

For more information about our default and foreclosure practice, contact the Default Attorneys at Fuller, Chlouber & Frizzell LLP.

Creditors Rights
The attorneys at Fuller, Chlouber & Frizzell LLP assists businesses with a full range of creditor rights’ and bankruptcy services, representing the interests of creditors, financial institutions, debtors, trustees and committees.

Our creditors’ rights attorneys represent individual and institutional clients, including national and local lending institutions, sureties, asset-based lenders, equipment lessors, judgment creditors, trustees and unsecured creditors’ committees. We work with our clients to limit their financial exposure, protect their rights to payment and collateral, and help them to recover their losses.

Our attorneys have been actively engaged in major proceedings representing clients in various industries involving;

Representing clients in state and federal Court litigation
Seeking prejudgment remedies to recover collateral and preserve assets
Obtaining appointment of receivers and administration of receiverships
Initiating post-judgment collections
Investigating and attacking fraudulent transfers by debtors
Negotiating non-bankruptcy workouts and restructurings
Analyzing debtors’ assets and liabilities
Negotiating with debtors before and after bankruptcy filing regarding use of cash collateral, debtor-in-possession financing, sales and use of assets, and plan treatment
Protecting rights to collateral, including contract proceeds, leased equipment, personal property and real property
Litigating cash collateral disputes, stay relief matters, non-dischargeability of debts, lien priority issues, assumption or rejection of leases, and plan of reorganization confirmation issues
Preference and fraudulent transfer litigation
Formulating creditors plan of reorganization
Representing Trustees in Chapter 11 bankruptcy cases
Representing Unsecured Creditors and Equity Committees
Contact the the Creditors Rights attorneys at Fuller, Chlouber & Frizzell LLP. We serve businesses operating in Tulsa and throughout the state of Oklahoma.

Security Interests
As a condition to getting a loan, a business is usually required to offer up assets as “security” (or “collateral”). The borrower signs a security agreement giving the lender the power to foreclose on the assets if the business defaults on the loan.

Depending on the type of asset, there are different requirements for creating a security interest. With personal property, for example, the security agreement itself may be enough to create a security interest in collateral that is described in the agreement.

In a business setting, a lender will want its security interest to have priority over other creditors, meaning that the asset will be used to pay the lender’s claim first, should the borrower default.

Contact the Security Interests Attorneys at Fuller, Chlouber & Frizzell LLP for your Security Interests needs.

Trade Secrets
Trade secrets can be significant intellectual property assets – for some businesses, the most important assets of the company. They can provide significant competitive advantages for an unlimited period, if identified in a timely manner and properly protected. Accordingly, a comprehensive program for identifying, maintaining and enforcing trade secrets can be an essential component to your company’s business plan.

Maintaining confidential information as a trade secret may or may not be a companys best option for protecting the information. The answer for your company depends on many individual factors, including: the potential of others to reverse engineer the information; the ability to restrict access to the information; and the ability to manage the use of the information. The law offices of Fuller, Chlouber & Frizzell LLP can help you determine if keeping information a trade secret is best for your company. When maintaining information as a trade secret is best, we can help by: developing and implementing corporate trade secret protection programs; identifying trade secrets; preparing employment and other confidentiality agreements; and pre-litigation counseling. Conversely, when the protections of patent law will better meet your needs, we can guide you through that process as well.

Licensing
The Licensing Attorneys at Fuller, Chlouber & Frizzell LLP can give you the best strategy to negotiate and commercialized your Patents or Trademarks. We are able to represent a wide range of entities, from small publicly traded companies to emerging start-up ventures, as well as individual entrepreneurs, across a variety of industries.

If you wish to discuss the technology licensing, trademark licensing, content licensing, Copyright licensing, and other agreement needs of your business, contact the licensing attorneys at Fuller, Chlouber & Frizzell LLP today.

Theft/Misappropriation Litigation
For many business owners, their most valuable asset is not something they can hold in their hand. Their intellectual property is the fuel that runs their company. That creativity and innovation can represent success and profits. When that intellectual property is stolen, a promising company could see its doors closed.

At Fuller, Chlouber & Frizzell LLP, in Tulsa, Oklahoma, we hold ex-employees and other businesses accountable for intellectual property theft.

Infringement of intellectual property and misappropriation of trade secrets are complex matters that only a seasoned business law attorney should handle.
At Fuller, Chlouber & Frizzell LLP, we take a detail-oriented approach and identify how the intellectual property theft occurred. Whether it involved a conversion or misappropriation, we will work to uncover the truth. Experienced in both the investigation and litigation of IP theft and trade secret misappropriation, including extensive experience collecting forensic evidence and working with forensic accountants and other professionals. Far too much is at stake when what you deem valuable is taken from you and your business.

You do not need your own in-house counsel to go after competitors who commit intellectual property theft. We will serve as your de facto staff attorneys in your attempts to hold them accountable. We strive to always take an ethical approach, even when your adversary may have ignored ethical rules.

Protect what is most valuable to you. Protect yourself from intellectual property theft. Contact the attorneys at Fuller, Chlouber & Frizzell LLP.

Intellectual Property Rights
The intellectual property rights law office of Fuller, Chlouber & Frizzell LLP can protect your exclusive rights over creations of the mind, both artistic and commercial. Such creations of the mind include trademarks, copyrights, and patents.

Fuller, Chlouber & Frizzell LLP can help you enforce your intellectual property rights if any of the following have occurred:

The rights to your copyrighted original works have been violated outside of the time period in relation to that work, including its publication, distribution and adaptation; after which time the work has entered the public domain.
Your trade secrets have been compromised by an employee, supplier, other vendor or somebody else who had access to your trade secrets even though you took reasonable steps to protect the confidentiality of those trade secrets.
Your patented invention has been used, remade or resold during the patent’s term; violating the legal grants issued by the Government for your claimed invention.
If your copyrighted work, your trade secrets and/or your patents have been infringed or used without your permission, contact the Law Office of Fuller, Chlouber & Frizzell LLP today.

Disclaimer Provisions
A Disclaimer Provision is a contractual provision in which one party renounces or refuses a right or a responsibility such as;

Denial of a person’s claim to a thing, though previously that person insisted on such a claim or right.
Renunciation of the right to possess and of claim to a title.
Denial of a right of another, for example, where an insurer disclaims an allegation of liability against its insured and thereby refuses to indemnify or defend the insured in a lawsuit.
Statement whereby a certified public accountant or other professional refuses to express an opinion.
For assitance with a Disclaimer Provision contact the law offices of Fuller, Chlouber & Frizzell LLP.

Software Development Agreements
Every business relies upon the strength of its own contracts. If you are in the technology business, you want to make sure your software agreements – license agreements, development, and software maintenance agreements to name a few – work reliably well for your company. Fuller, Chlouber & Frizzell LLP works with emerging tech businesses in the Tulsa, Oklahoma area, as well as throughout the U.S., that have software agreement requirements.

Creating software agreements that work long-term requires more than just an understanding of the law. The attorneys at Fuller, Chlouber & Frizzell LLP can help you with all of your legal software needs, such as software licenses, software development agreements, software customization agreements and software maintenance agreements. Many agreements are rather complex, and may require the incorporation of additional requirements, such as pricing of statements of work (SOW), pricing, maintenance and escalation procedures, acceptance test procedures and criteria, service level agreements, and warranty services. We have the experience in drafting, reviewing, coordinating and assembling such complex documents, as the needs of our clients require. While these individual aspects may be disparate from one another, they are all part of a single transaction and must be coordinated appropriately.

E-commerce Agreements
It is important to comply with the unique laws that pertain to businesses on the World Wide Web. The attorneys at Fuller, Chlouber & Frizzell LLP have the knowledge required to see that your e-commerce agreements and other aspects of your Internet presence are in compliance with the appropriate laws.

The terms and conditions that a customer must agree to when making a purchase online, signing up for an e-newsletter or taking other actions on your Web site must comply with all applicable data privacy laws.

Our lawyers can help you develop terms and conditions that comply with the data privacy laws applicable to the region you are targeting. Laws can vary.

We take great care in getting to know the businesses we represent. We will learn about the products and services you offer, not only so that we can better understand what you do, but also so that we can be certain to adhere to any industry-specific laws that may apply when creating e-commerce agreements for your Web site. We know industry-specific laws, so you can be confident in our ability to create e-commerce agreements you can be confident in.

TRANSACTIONAL LAW
Transactional law is the body of law that governs transactions between individuals or corporations.

Transactional Law Attorneys:
Blaine G. Frizzell | Brad D. Fuller

Articles of Incorporation
Each Oklahoma corporation must file Articles of Incorporation with the appropriate state governmental agency in order to form the corporate entity. A corporation is not legally constituted until Articles of Incorporation are properly filed.

Articles of incorporation include the general terms necessary to form the corporation under Oklahoma law. They include basic items such as the corporate name, the number and par value of shares, term of existence, and other items that are mandatory under Oklahoma statutes. Articles of incorporation may include certain other optional provisions such as indemnification, special classes of shares and other items.

Our attorneys at Fuller, Chlouber & Frizzell, L.L.P. can help prepare the necessary documents for Articles of Incorporation, along with other necessary corporate organizational documents including Bylaws.

Limited Liability Companies (LLCs)
Being a business owner yourself, you’re going to encounter things which would require wise decisions. This is especially true when you’re undergoing limited liability corporation (LLC) establishment. There are many structures of business formations that would fit to your business, but so far a limited liability company offers greater flexibility for its members, particularly for tax purposes.

A limited liability company enjoys particular advantage over other companies:

They avoid double taxation. Members are treated as partners and are not required to pay corporate taxes; instead they pay taxes at a personal level.
Lesser paperwork and recordkeeping.
Members are not required to meet with other members/shareholders.
Members are protected from debts and liable acts of the corporation.
Limited liability corporations can choose the form of profit distribution, giving them more flexibility.
Every state in the US allows limited liability corporation establishment. Though the process of limited liability corporation establishment is less complicated than a corporation, it is always advisable to create your own bylaws thru the form of operating agreements. It helps outline how your company will divide its profit among members, the member’s asset ownership and its responsibilities, and how members can change, transfer or withdraw their membership.

And as always the case, you have to file your registration with the Secretary of State. The articles of incorporation may be prepared by a business attorney to save you from the hassle.

Because each state has different rules and regulations on limited liability corporation establishment, a business lawyer in your area may explain to you the rules applicable. Your lawyer will also tell you if forming a limited liability corporation will best suit each member’s situation. Our business lawyers from Fuller, Chlouber & Frizzell, L.L.P. can guide you in deciding for your limited liability corporation establishment.

Professional Corporations (PCs) (PLCs)
A professional corporation is a variation of the corporate form available to entrepreneurs who provide professional services—such as doctors, lawyers, accountants, consultants, and architects. Professionals, are treated as small businesses under the tax code. Most of them operate as sole proprietorships or partnerships, and are subject to the same tax rules as other similar businesses. However, certain professionals who offer services may form and operate a special type of entity, called a professional corporation. Some states require professionals to form this type of entity if they wish to incorporate. In a professional corporation, the owners perform services for the business as employees.

The first laws that permitted the formation of professional corporations were intended to give professionals some of the tax advantages enjoyed by corporations without also giving them the benefit of limited liability. If a regular corporation—a distinct entity under the law—becomes insolvent, its creditors can only claim business assets for the repayment of debts, not the personal assets of its owners. This is in contrast to regular proprietorships and partnerships, which are not legally distinct from their owners or partners. Since personal responsibility is a key factor in being a professional, the law could not allow professionals to escape liability for their own actions by incorporating. The lines between different forms of business organization have been blurred in recent years, however, as more tax advantages have become available to sole proprietorships and partnerships, and more limited liability has been granted to professional corporations.

The law office of Fuller, Chlouber & Frizzell, L.L.P. can help prepare the documents required for establishing a Professional Corporation or P.C.

Corporate Reorganization
When evaluating and approaching distressed financial situations, we at Fuller, Chlouber & Frizzell, L.L.P. believe that it is essential to look for pragmatic solutions that yield tangible results for our clients. In the increasingly complicated world of corporate restructuring and bankruptcy, many complex issues often demand immediate attention in order to minimize losses and maximize the benefits of all interested parties. Our attorneys are able to offer swift analysis and steady judgment in these challenging situations.

Our clients know they can rely upon our firm’s extensive resources and knowledge as we develop innovative ideas and tactics to address insolvency situations – maximizing recoveries for creditors and preserving business value.

The current global economic downturn and credit crisis in the United States has created a challenging environment for business managers in nearly every industry. With the proper legal guidance, businesses can maintain financial stability and control over their operations. By maintaining the right mix of optimism and realism in these turbulent times, troubled businesses can enhance the value of core assets and creditors can obtain maximum recoveries on their valid debts. This is the focus of the corporate restructuring practice at Fuller, Chlouber & Frizzell, L.L.P.

Mergers and Acquisitions
A general term used to refer to the consolidation of companies. A merger is a combination of two companies to form a new company, while an acquisition is the purchase of one company by another with no new company being formed.

Fuller, Chlouber & Frizzell, LLP attorneys have extensive experience representing businesses in mergers and acquisitions of all sizes and for a variety of industries. We handle all aspects of the purchase or sale of a business, regardless of whether it is a merger, asset or stock transaction. We have a particular strength in mergers and acquisitions of closely held businesses and in advising these businesses about all aspects of liquidity events, succession planning and exit strategies. This includes buy-sell agreements, stock redemptions, ESOPs, insurance programs, family trusts partnerships and limited liability companies, recapitalization with debt, private equity or multiple classes of securities, and initial public offerings.

Our lawyers bring practical experience in business to their in-depth knowledge of the law. This dual understanding of business and law enhances our ability to focus due diligence activities on what matters, identify and manage risks, devise practical solutions, negotiate from strength and achieve our clients’ goals, whether for strategic growth or an exit strategy with appropriate protections against known and unknown risks. More specifically, we help clients manage risk through proper transaction structuring, warranties, and documentation including indemnifications, covenants not to compete and confidentiality agreements.

In mergers and acquisitions, we start by understanding the client’s long-term goals along with its short-term objectives. We work closely with you to ensure that you achieve both. Our goal is to provide our clients with value-added services through skilled negotiation and creative craftsmanship.

Divestitures
Divestitures are the flip side of corporate growth involving mergers and acquisitions. Divestiture involves a corporation’s sale of one or more of its constituent parts (i.e., a branch, subsidiary or facility) or some or all of its productive assets in an effort to reduce its size. A court may require a divestiture in a merger to avoid monopolization or other antitrust violations. Likewise, court-ordered divestitures may arise when a corporation is a sole defendant in an antitrust suit.

The corporate changes that result from mergers and acquisitions involve complex issues of state and federal law and regulation; therefore, businesses should not proceed without legal assistance from an experienced attorney.

Joint Ventures
Industries, businesses and entrepreneurs alike benefit through joint ventures. These agreements allow for greater growth opportunities, especially when contract terms are drafted with an eye for practical concerns and unforeseeable difficulties. The firm’s lawyers understand that when the terms and conditions are narrowly defined to meet a specific, shared enterprise objective, a joint venture arrangement can provide a unique solution.

Fuller, Chlouber & Frizzell, L.L.P. attorneys have drafted and negotiated successful joint venture agreements. Clients value the firm’s knowledge of different industries and how our attorneys think creatively and pragmatically to forge agreements between complementing interests.

Central to our firm’s success is the group’s ability to understand a client’s objectives and secure the proper agreement to maximize opportunities and minimize risks. Beyond its general practice in this area, our firm also has special knowledge and skill in advising and representing majority companies and minority companies in joint venture agreements. Fuller, Chlouber & Frizzell, L.L.P. proudly serves entrepreneurs and businesses of all sizes.

Dissolution of Business Entities (Liquidation)
One of the most important decisions any Oklahoma business owner makes is when and how to sell or dissolve the business. Hanging on too long can lead to a financial catastrophe. Selling too soon or for less than your assets are worth can be equally risky. Fuller, Chlouber & Frizzell LLP attorneys can protect your interests as you make this important transition. As experienced commercial litigation attorneys, we can protect your rights in disputes with partners or fellow shareholders.

Non Profit Organization (501c3)
Fuller, Chlouber & Frizzell LLP provides legal counsel and representation for non-profit organizations of various sizes: new start-up organizations to well-established non-profits.

Non profit organizations and not-for-profit corporations need an experienced Oklahoma attorney who can:

Create sound bylaws and articles of incorporation
Obtain and maintain your 501(c)(3) designation which grants your tax exempt status and makes donations to your organization tax deductible.
Understands what activities, structures, payments, and other issues could result in you losing your 501(c)(3) designation.
Determine what income your organization receives that might be taxable.
Negotiate, draft and review legal contracts.
Handle real estate purchase, leasing or mortgaging.
Resolve board control issues, internal strife and membership disputes.
Resolve contract disputes and other issues through community, church mediation or other internal processes with legally binding or nonbinding results.
Resolve disputes through civil litigation.
Private Foundations
Corporations, groups, and individuals establish private foundations for a variety of reasons, such as establishing a scholarship fund. We are able to help with the development of these endeavors by advising the foundation regarding filing requirements and operations to maintain tax-exempt status.
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