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Phillips Murrah welcomes two attorneys

SMR, SJE

Scott M. Rayburn and Sidney J. Earnheart

OKLAHOMA CITY – Scott M. Rayburn has joined Phillips Murrah’s Transactional Practice Group as an of counsel attorney.

Rayburn’s practice will be focused on business transactions, entity formation and structure, and capital raising and formation.

He will also be representing clients in negotiating and structuring acquisitions and divestitures, private equity financing, contractual matters and other issues faced in general business and corporate affairs.

For 12 years prior to joining Phillips Murrah, Rayburn was General Counsel at Canaan Resources, an Oklahoma City based natural gas company.

Phillips Murrah also added Sidney J. Earnheart to the firm’s Energy & Natural Resources team as an associate attorney.

Earnheart represents both privately-owned and public companies in a wide variety of oil and gas matters, with a strong emphasis on oil and gas title examination.

Prior to joining Phillips Murrah, Earnheart worked as an attorney in Houston, Texas for a law firm that specializes in matters related to oil and gas.

Brown: Producing for Oklahoma

Guest article originally published in The Journal Record on Oct. 24, 2014.
Click to see Elizabeth K. Brown’s attorney profile


 

Elizabeth K. Brown’s practice is focused at a strategic level on serving her clients as outside counsel where she assists privately held companies in managing the many legal issues that arise in running a business.

Elizabeth K. Brown’s practice is focused at a strategic level on serving her clients as outside counsel where she assists privately held companies in managing the many legal issues that arise in running a business.

A vibrant and growing oil and natural gas industry is paying dividends for Oklahoma, the most recent example being the increased payments to the state’s General Revenue Fund from taxes on the oil and natural gas industry.

Gross collections to the General Revenue Fund increased during the third quarter, up by almost 10 percent from the previous year. A significant portion of that increase came from the state’s gross production tax on oil and natural gas production, which saw a 33.4-percent growth compared with the year before.

The General Revenue Fund is the key indicator of state government’s fiscal status and the predominant funding source for the annual state budget. Collections, reported by the Office of Management and Enterprise Services, are revenues that remain for the appropriated state budget after rebates, refunds and mandatory apportionments.

The growth of receipts from the state’s gross production tax is an important benchmark because Oklahoma’s oil and natural gas industry remains a critical component of the fiscal stability for both state and local governments. The Oklahoma Energy Resources Board’s May 2012 Oklahoma’s Oil and Natural Gas Industry Economic Impact and Jobs Report shows the industry, as a whole, accounts for approximately 25 percent of all taxes paid in the state.

The greatest single benefactor of direct apportionments of gross production tax revenues is the state’s education system. Data from the most recent OERB report released in September shows the oil and natural gas industry accounted for more than $325 million to local school districts across the state. Another $150 million was allocated to the Oklahoma Student Aid Revolving Fund, the Higher Education Capital Fund and the Common Education Technology Fund.

To put that in perspective, take the northern Oklahoma community of Alva. In the heart of the Mississippi Lime, the Class 2A school district received $3.7 million in state funding for the 2012-13 school year. Of that, $2.1 million came directly from the oil and natural gas industry.

This state’s oil and natural gas industry is producing for Oklahoma. A growing oil and natural gas industry means increased funding for Oklahoma’s students and ensures future generations can continue producing for Oklahoma.

Phillips Murrah Director Jim Roth featured in OKC’s Slice magazine

Jim-Roth-slice-photo

Photo of Jim Roth that appeared in Slice magazine, by J. Christopher Little.

Jim Roth, a Director and Chair of the firm’s Clean Energy Practice Group, was featured in a Q&A article in Oklahoma City entertainment/lifestyle magazine, SLICE.

From the story:

Anyone who has ever met Jim Roth knows there’s much more beneath the surface of the Oklahoma City attorney and former state Corporation Commissioner. Roth, an attorney at Phillips Murrah Law Firm, is an ardent champion for the advancement of cleaner energy for our state and country. At the same time, he knows what time of night the karaoke is just getting good at Cookie’s.

See the full article, which published Feb. 2013, here.

 

Leadership in Law profile: Dawn M. Rahme

From The Journal Record
Published: April 30, 2010
Click to see full story – Leadership in Law profile: Dawn M. Rahme

Dawn M. Rahme represents individuals and businesses in an array of transactional matters. The focus of her practice is assisting corporations, partnerships and individuals in general tax planning.

Dawn Rahme has seen countless stories of success accomplished through hard work, but the one that inspires her the most is that of her own father. At 25, he moved from Lebanon to the United States, with neither a high school education nor knowledge of the English language. Without money, education or employment, his chances of success were slim.

Yet he overcame the odds.

“Through hard work, perseverance, integrity and commitment, my father became an extraordinary successful man – in every aspect of the word. He came from humble beginnings, and this drove him to provide more for his family than he was ever able to have,” Rahme said.

“Along with my mother, he taught us to appreciate what we have and to work hard for what we need. … Though my life has been much easier than his – thanks to him and my mother – my goal remains to follow his example of life: take pride in what I do and work hard to achieve success,” she said.

Rahme earned her bachelor’s degree from the University of Tulsa in 1998 and her juris doctorate from the University of Oklahoma in 2001. She then went on to obtain her masters of law in taxation at New York University School of Law.

Today she is a shareholder and director of Phillips Murrah in Oklahoma City. She is a member of the firm’s tax, estate planning and corporate law practice groups and has been involved in several complex mergers and acquisitions and frequently advises clients on the best structure to hold existing assets as well as effects of tax planning with limited partnerships and limited liability companies. Rahme’s practice also includes the area of estate planning. In addition to drafting all types of estate planning documents, such as wills, trusts, advance directives and powers of attorney, she also utilized a number of sophisticated wealth transfer tax planning techniques in her practice, including sales to grantor trusts and valuation discount planning.

For her experience in tax law, Rahme was named an Oklahoma Rising Star by Super Lawyers magazine.

Rahme is a member of the American Bar Association, Oklahoma Bar Association and Oklahoma County Bar Association, where she serves on the board of its Young Lawyer Division. She also has presented seminars on Oklahoma’s sales and use tax for Lorman Educational Services.

Her civic involvement includes serving on the board of Positive Tomorrows, a private, tuition-free school for Oklahoma City homeless children, kindergarten through fifth grade. She also volunteers her time with Big Brothers Big Sisters, Oklahoma Family Network, Regional Food Bank and Susan G. Komen Foundation.

Education:

LL.M, New York University, 2002

J.D., University of Oklahoma, 2001

B.B.A., University of Tulsa, 1998

 

Primary practice areas:

Business, corporate, estate planning and probate, mergers and acquisitions, tax

 

Admitted to practice in:

Oklahoma, 2001

U.S. District Court, Western District of Oklahoma, 2001

U.S. Tax Court, 2001

 

Hobbies:

Spending time with her family and friends, traveling, and snow skiing

Leadership in Law profile: Ray E. Zschiesche

From The Journal Record
Published: April 30, 2010
Click to see full story – Leadership in Law profile: Ray E. Zschiesche

Ray E. Zschiesche’s practice is focused on complex state and federal litigation with extensive experience defending insurance companies, class actions mass tort and lender liability.

Advocating and defending a position on a particular issue was something Ray Zschiesche always enjoyed, and after participating on his high school debate team, he made up his mind to pursue a career in the legal profession.

Zschiesche has a bachelor’s degree in finance from Oklahoma State University and a juris doctorate with distinction from the University of Oklahoma College of Law.

The Oklahoma City native began his career as an attorney with Miller & Associates before joining a predecessor of Phillips Murrah in 1989. Today he is a shareholder and director in the firm’s litigation department and a member of its commercial law practice group. He represents individuals and both privately held and public companies in a wide range of complex litigation matters.

Zschiesche’s law practice centers on complex state and federal litigation at both the trial and appellate levels. In addition to extensive insurance defense experience, he has successfully defended cases involving class actions, mass tort liability, lender liability, fraud and bad faith. He also represents clients in pre-suit negotiations, mediation and arbitration.

His work in the legal field helped earn Zschiesche the George J. Fagin Municipal Law Endowment Award.

“Preparation is the key to success in litigation. You can be the best orator on the planet, but without proper preparation you won’t have much to say,” Zschiesche said.

Honesty and communication are also core factors in practicing law, he advised others entering the field.

“Other than dishonesty, nothing will sully your reputation in the legal community faster than others’ inability to rely on your word. Finally, communicate with your client. Lack of communication is the source of most problems between lawyers and clients.”

Zschiesche is a member of the Oklahoma County Bar Association, Oklahoma Bar Association, and American Bar Association and is active with the Defense Research Institute and the Community Service Committee of the Oklahoma County Bar Association.

He also is active in the community, serving as a board member of the Payne Education Center and executive council of the Jim Thorpe Association. In addition, he volunteers with the St. Baldrick Foundation, which raises money to fund grants for research concerning childhood cancer. Zschiesche was among this year’s group of volunteers to solicit donations and in exchange have their heads shaved at a scheduled event. He is also a volunteer attorney with Oklahoma Lawyers for Children.

“I try to affiliate myself with civic groups that aid children, particularly children who are disadvantaged physically, socially or economically,” Zschiesche said. “I have a special place in my heart for kids who are disadvantaged or labeled as ‘different’ by their peers.”

Education:

Oklahoma State University (B.S., 1982)

University of Oklahoma (J.D., with distinction, 1985)

Primary practice areas:

Commercial litigation

Admitted to practice in:

Oklahoma – 1985

Spouse:

Dana

Children:

Andrew 18; Allison 16

Hobbies:

Golf, spending time with family

Leadership in Law profile: Fred A. Leibrock

From The Journal Record
Published: April 30, 2010
Click to see full story – Leadership in Law profile: Fred A. Leibrock

Fred A. Leibrock is an experienced trial lawyer who has tried dozens of jury trials and has served as lead counsel in a number of significant cases involving complex, multi-jurisdiction issues.

Fred A. Leibrock is an experienced trial attorney who has first-chaired dozens of jury trials. He is a shareholder and director in Phillips Murrah’s Litigation Department. He primarily represents both privately held and public companies in a wide range of complex litigation matters, with an emphasis on multi-jurisdiction litigation. His trial experience is diverse and includes the defense and prosecution of cases involving real estate, insurance, election law, fraud, professional malpractice, personal injury, anti-competitive activity, racketeering, employment, lender liability and product liability.

In addition, Leibrock serves as a mediator and an arbitrator, receiving his training at the Center for Dispute Resolution in Boulder, Colo.

Leibrock said he always had some interest in the law, but it wasn’t until his junior year at Texas Christian University that he knew he wanted to become a lawyer. The reason – Tarrant County District Judge Tom Wabash’s constitutional law class.

“He approached the course with great vigor and taught us much about the intellectual, historical, political and practical application aspects of the law. Shortly after the semester commenced, I was hooked,” he said.

Leibrock earned his bachelor’s degree in political science from TCU in 1987. He graduated from Oklahoma City University School of Law with honors in 1990. While in law school, he served as staff editor of the Oklahoma City University Law Review.

Prior to joining Phillips Murrah in 1999, Leibrock was a partner at Noland, Upton & Leibrock. Born and raised in Mexico City, Leibrock is fully bilingual in English and Spanish.

Leibrock has participated as a barrister in the Ruth Bader Ginsburg American Inn of Court and as a pupil in the William J. Holloway American Inn of Court. He is named in Oklahoma Super Lawyers and Best Lawyers in America.

He is a member of the American Bar Association, Oklahoma Bar Association and Oklahoma County Bar Association.

Leibrock’s philosophy is to “live by the Golden Rule and pay attention to the effects that your actions have on the life of others.”

As part of that, he is a child advocate and frequently represents abused children. He has served as an officer and director of the Child Abuse Response & Evaluation Center in Oklahoma City and received the Center’s Distinguished Service Award in 2008. He serves as the center’s general counsel. Leibrock is a volunteer for child advocacy organizations, including Oklahoma Lawyers for Children. He also is a member and president of the school board of Oakdale Public Schools.

Education:

J.D. with honors, Oklahoma City University, 1990

B.A., Texas Christian University, 1987

Primary practice areas:

Litigation and trial practice

Admitted to practice in:

Oklahoma, 1990

Texas, 2008

U.S. District Court, Northern and Eastern districts of Texas, 2008

U.S. District Court, Northern, Eastern and Western districts of Oklahoma, 1990

U.S. Court of Appeals, 10th Circuit, 1990

U.S. Supreme Court, 1995

Spouse:

Susan

Children:

Carmen, 13; Atticus, 11; and Keegan, 8

Hobbies:

Spending time with family, attending kids’ activities, riding road bikes

Leadership in Law profile: Jim A. Roth, Phillips Murrah PC

From The Journal Record
Published: May 1, 2009
Click to see full story – Leadership in Law profile: Jim A. Roth, Phillips Murrah PC

Jim A. Roth, Phillips Murrah

Jim Roth is a Director and Chair of the firm’s Clean Energy Practice.

“If you chase the buck, you will never have enough. If you pursue what interests you and races your heart, then you will find fulfillment and have plenty,” Jim Roth advises others entering the legal profession.

Earlier this year, Roth re-entered private practice after 15 years of public service. He is an attorney of counsel for Phillips Murrah’s alternative energy and regulatory practice groups and represents individuals and both publicly owned and private companies in a wide range of business, energy and environmental matters.

“We Oklahomans, and our fellow Americans around this region and country, need to explore every natural resource blessing we have and move our businesses in the direction of meeting energy demand, while also being good stewards of Mother Earth,” Roth said. “My personal goal is to grow our state’s full promise (for its people, its energy, its economy and its environment) by helping Phillips Murrah to be the leader bringing focus to Oklahoma’s future.”

From June 2007 through January 2009, Roth served out an appointment by Gov. Brad Henry to a vacancy on the Oklahoma Corporation Commission. He served as an Oklahoma County commissioner from January 2003 to May 2007. He was a chief deputy and attorney for a previous commissioner and the Oklahoma County clerk’s office for eight years.  Before that Jim was in private practice.

A graduate of Kansas State University, Roth received his law degree from Oklahoma City University in 1994. He is a member of the Oklahoma and Kansas bar associations. He is a former president of the National Association of Civil County Attorneys and former board member of the Oklahoma Bar Association’s Young Lawyers Division.

Roth, a devoted community advocate, also is a former president of The Winds House – an AIDS support program. He is a member of several civic clubs and previously served on the board of the Oklahoma City Chamber of Commerce.

“I believe our democracy requires participation from all of us regardless of our views or perspectives. We are a stronger nation and our collective community is better off if people get involved and work towards a more perfect union,” Roth said.

His honors include a national award from The National Association of Counties for his initiatives helping senior citizens. In 2006, he received the Equality Award from Oklahoma’s Cimarron Alliance Group, representing the gay and lesbian community, and an Oklahoma County Friend of Education award for his work helping schools.

Education:
Kansas State University (B.A., Political Science/Pre-Law, 1991)
Oklahoma City University (J.D., 1994)
Harvard University’s John F. Kennedy School of Government (Graduate, 2004)
United States Air War College’s National Security Forum (Graduate, 2004)
The Institute of Public Utilities, Michigan State University (Graduate, 2007)

Primary practice areas:
Business, energy and natural resources, regulatory

Admitted to practice in:
1994, Kansas
1995, Oklahoma

Hobbies:
Travel, running/working out, politics, spending time with family and friends

NewsOK Q&A: Economic downturn can be boon for people planning their estates

From NewsOK / by Don Mecoy
Published: April 15, 2009
Click to see full story – Economic downturn can be boon for people planning their estates

Click to see Elizabeth K. Brown’s attorney profile

Elizabeth K. Brown’s practice is focused at a strategic level on serving her clients as outside counsel where she assists privately held companies in managing the many legal issues that arise in running a business.

Q: Can you explain how the current economic turmoil could be a good thing for some people who are planning their estates?

A: Depressed asset values coupled with historically low interest rates have created a window of opportunity to add significant value to family wealth transfer planning. From stock portfolios to real estate to family business interests, no asset has emerged unscathed. While no one jumps for joy over declining assets, there is a silver lining. I’m seeing a nice planning opportunity, especially for clients with family oil and gas businesses, for implementing certain estate planning techniques now, while the value of those assets is so depressed. The impact of rock-bottom IRS interest rates and lower asset values is that clients have the ability to transfer more of their assets to family members and minimize the taxes that can eat away at an estate’s value.

Q: Are there matters on the horizon that could make it important to act quickly?

A: Unfortunately, yes. In January, a bill was introduced to Congress that would eliminate the ability to take certain discounts from the value of family business interests that are transferred to children and other family members. Historically, these valuation discounts have been very important factors in planning to minimize the estate and gift tax consequences of these transfers. If the estate tax law changes as proposed, these important discounting techniques could be eliminated. While we can’t be certain that Congress ultimately will eliminate these discounts, Phillips Murrah is alerting clients to the possibility that this narrow window may soon close, and we are encouraging them to make these transfers immediately, before further action is taken by Congress.

Q: Do you have any other tips that might be valuable for someone who is considering how to distribute an estate?

A: Take the time to plan now for the event of your death or disability; that plan could be the greatest gift you ever make. And two very timely tips, involving specific estate planning techniques, have become my mantra these days: Consider transfers to Grantor Retained Income or Annuity Trusts (GRATs). Consider sales to Intentionally Defective Grantor Trusts (IDGTs). Both techniques require use of the historically low IRS interest rates, maximizing the value that can pass to family members, tax free.

Executive Q&A with Tom Wolfe: Balancing justice, business savvy

Tom Wolfe is a trial attorney and commercial litigator whose practice is focused on complex business cases including product liability, oil and gas, mass tort and class action defense. Tom is also the president and managing partner at Phillips Murrah.

By Don Mecoy • Published: July 27, 2008

Oklahoma City has several large law firms, and they compete for clients and prestige.

Tom Wolfe, president and general partner of the city’s third-largest firm, Phillips Murrah, has been at the helm of the business since 2002.

In those six years, the firm has added more lawyers and other professional staff, and has expanded to fill new downtown office space.

Wolfe, 50, spends most of his time practicing law. And his law practice has been successful. Most noteworthy was his lead position in the firm’s handling of all Oklahoma litigation involving the anti-obesity drug fen-phen.

“That was the most intense, but interesting litigation I’ve ever been involved in,” Wolfe said of his 10 years of dealing directly as an attorney defending Wyeth, the pharmaceutical company that manufactured the drug.

Wolfe last week sat down with The Oklahoman for an interview in a conference room down the hall from his office. This is an edited version of that conversation.


Q: Do you think lawyers make good businessmen?

A: By reputation, no.

Q: Has that been your experience?

A: I don’t really have a business background so there’s been a learning curve for me and I’ve certainly made mistakes along the way. My background’s actually in journalism. So the business side sometimes is a little bit difficult for me. It’s one of those things where I spend a bit more time than some people.

Certainly the practice of law has changed so much over the years. When I was a young associate just out of law school, one of the partners came in and said “The practice of law is changing. It’s no longer a profession; it’s a business. Everyone needs to get used to it.” I didn’t really understand that at the time. Now you see it with some large national firms that really are run like corporate America. There’s a bit of a trickle-down effect.

We have the same concerns, the same issues — profitability, balance sheet and all that other businesses do. At the end of the day, we like so many other businesses do need to make a profit.

Q: Do you think the traditional law firm business model is the best model?

A: I think for the most part, change is good. I started practicing in mid-1980s, and firms at that point in Oklahoma were not run as a business model. It was, “do the work and we’ll send out the bills at some point and maybe we’ll get paid.”

A lot of firms failed during that period. I think lawyers have become smarter; they’ve become better business people. They’ve had to.

I think today’s model is a lot better than yesterday’s model. Firms have to survive. Larger firms are able to provide services to clients that smaller firms can’t. In Oklahoma City, we’re the third-largest firm. Nationwide, you have firms with 3,000 attorneys. We’re set up just about the same as those firms because we have different departments that handle different things, and we try to be able to service all our clients’ needs. It’s just they have more people doing the same thing.

Q: Is there still a role for the independent lawyer who just wants to hang out his shingle?

A: Absolutely. Those lawyers will always exist. Those lawyers tend to — not in every instance — but they tend to deal with the smaller business transactions. I’ll tell you right up front that’s not the case across the board because there are a lot of individual attorneys who have their own practices that are extremely successful and they’re representing bigger businesses.

Q: Talk about the impact of one of the founding partners leaving the firm?

A: Keith McFall announced (last week) that he was leaving for one of the competitive firms. We’re friends with Keith. Keith was here twenty-something years and we’ll miss him from a personal level.

But our firm is really no different from any other large firm — no one person, whether it be Keith or me or any other attorney in the firm has such a significant economic impact that it makes much of a bottom-line difference. From a personal standpoint, we’ll miss Keith. From an operational standpoint or from an economic standpoint, the impact is minimal.

Q: Do you like television shows and movies about lawyers?

A: Yes. Do you remember “LA Law”? I watched that every week. I also like “Boston Legal.” Over the years I’ve tried to avoid becoming addicted to any of those shows because I can’t commit the time to do it. But I do watch “Boston Legal” from time to time. I’ve always said those shows depict a case comes in in the morning, they have a meeting in the afternoon, they try the case and have a verdict before the end of the day. I wish that’s the situation, but it’s not.

The only TV show I’ve allowed myself to become addicted to in the last few years is “Lost.” We, my wife and kids, watch that religiously. So I guess I’m kind of a “Lost” nerd — figuratively and literally.

Q: Who are your real-life heroes?

A: I have a lot of people that I admire. My wife is a nephrologist, a kidney doctor. She works really hard. She deals with issues that I don’t deal. I have a bad day at work, it’s because a deposition didn’t go well or something. She has a bad day at work, it’s because a patient died or something happened. That’s a hard thing to handle and she handles it well.

My father was an attorney and he’s kind of the reason I ended up practicing law. I knew all along that I was going to be an attorney.

It really wasn’t until I got into law school that I became interested in what I was doing from an educational standpoint.

Leadership in Law profile: Sally Hasenfratz

From The Journal Record
Published: May 2, 2008
Click to see full story – Leadership in Law profile: Sally Hasenfratz

Sally A. Hasenfratz is a Director and a member of the Firm’s Real Estate, Tax and Family Wealth and Business Succession Practice Groups.

Kingfisher native Sally Hasenfratz originally thought she would enter business after college, so she majored in finance. Her early business experience convinced her to pursue post-graduate education.

Instead of a master’s in business administration, she decided to go the law school route and earned her juris doctorate from the University of Oklahoma in 1986. The following year, she obtained a master’s degree in tax at Southern Methodist University to strengthen her business acumen.

Hasenfratz began her legal career as an associate with McDivitt & Casey before working five years with Gooding, Mulinix & Hardin. In 1997, she joined Andrews Davis Legg Bixler Milstein & Price and was shareholder and director. She joined Phillips McFall McCaffrey McVay & Murrah in 2001 and today serves as shareholder and director of the Oklahoma City law firm.

Her practice focuses on transactional law with specialties in real estate law, mergers and acquisitions, law related to business organizations, and estate planning. She has a wide range of experience in all phases of real estate development including acquisitions, financing, sales, leasing and management of real estate projects. She has been involved in complex public-private development projects including Bricktown.

Hasenfratz is a member of the Oklahoma Bar Association, American Bar Association and Commercial Real Estate Women. She has lectured for continuing legal education in matters of estate planning and real estate. She is admitted to practice in Oklahoma, U.S. District Court for the Western District of Oklahoma and the U.S. Tax Court.

She currently serves on the board of Oklahoma City Beautiful and is a former board member of Ballet Oklahoma, Cimarron Alliance Foundation and AIDS Support Program Inc. During her tenure as president of AIDS Support Program, she facilitated the purchase of an additional residential facility for families living with HIV/AIDS.

She has been named to Oklahoma Super Lawyers in real estate for two years in a row and ranked in the Top 25 Female Lawyers in Oklahoma.

“I don’t have a checklist for future goals, but I aspire to meet each professional and life challenge with grace, intelligence and integrity.”

Leadership in Law profile: Byrona Maule

From The Journal Record
Published: May 2, 2008
Click to see full story – Leadership in Law profile: Byrona Maule

Byrona J. Maule is a Director and litigation attorney as well as Co-Chair of the Firm’s Labor & Employment practice group. She represents executives and companies in a wide range of business and litigation matters with a strong emphasis on employment matters.

Byrona Maule cannot remember a time when she didn’t want to be an attorney.

The Missouri native graduated in 1982 with honors from the University of Missouri with a bachelor’s in political science. She also earned her juris doctorate in 1986 from MU’s School of Law, where she was a member of the Order of Barristers.

Her first job in the legal profession was an as assistant attorney general for the State of Missouri. She entered private practice in 1989 and worked as an associate for three different firms before joining Professional Home Care Inc. as general counsel and director of organizational development in 1996. Maule joined Phillips McFall McCaffrey McVay & Murrah as an associate in 2001. Today she is a shareholder in the litigation department and co-chair of the firm’s Labor and Employment and Health Care practice groups. She represents individuals and both privately held and public companies in a wide range of employment, business and litigation matters.

“I think it is the concept of fairness that brought me to the law and that keeps me practicing. Everyone is equal in the eyes of the law – in theory. In practice, it falls in large part to the legal community to see that through, and I take great pride in being part of that calling.”

Maule is admitted to practice in Oklahoma; Missouri; Alaska; U.S. District Court for the Western District of Oklahoma, Eastern District of Oklahoma, Western District of Missouri, Eastern District of Missouri, and the District of Alaska; as well as the U.S. Court of Appeals, 8th and 10th Circuits.

She also is a moderator and presenter of employment law for Lorman Education Services and writes articles and presents and moderates seminars for the Paycom Report.

Maule’s honors include receiving the Thomas E. Deacy Jr. Prize in Advocacy and the American Jurisprudence Award in Family Law.

She is a member of the Federal Bar Association, Oklahoma Bar Association, Alaska Bar Association, Missouri Bar Association and American Bar Association, and is a master of the Luther Bohanon American Inn of Court XXIII.

Her civic involvement includes volunteering her time as a big sister and advisory board member of Big Brothers/Big Sisters of Oklahoma City. She is active with Messiah Lutheran Church and School as a Stephen’s Minister volunteer, member of the personnel committee, youth choir chair and worship chair. In addition, she is a scholarship sponsor for Messiah Lutheran School and Redeemer Lutheran High School.

Leadership in Law profile: Robert Sheets

From The Journal Record
Published: May 2, 2008
Click to see full story – Leadership in Law profile: Robert Sheets

Robert N. Sheets is a commercial litigator, director and one of the firm’s founders. He represents construction and energy industry clients in a broad range of real estate, land use and business litigation matters.

Robert Sheets’ personal philosophy in life, passed on to him at an early age by his mother, is to treat people with respect and always do the right thing.

“It is easy in modern society to look only to the rules and the law for boundaries. The most enduring boundaries, however, are those placed there by the individual, because the individual knows what is right and what is wrong and follows those rules because it is right not because it is legal,” Sheets said.

A native of St. Louis, Mo., Sheets has a bachelor’s degree from Washington University. He earned his juris doctorate from Oklahoma City University in 1979 and began his legal career as a law clerk for U.S. District Judge Fred Daugherty.

“He taught me that law is too important to just be a business,” Sheets said.

Sheets entered private practice as an associate and later served as partner with the law firm now known as Kornfeld Franklin & Phillips. From 1981 to 1986, he also served as an adjunct law professor at Oklahoma City University. In 1986, he co-founded Phillips McFall McCaffrey McVay & Murrah. Today he remains a shareholder in the firm’s litigation department and a member of its natural resources practice group. His practice focuses on commercial litigation, real estate and oil and gas. He is admitted to practice in Oklahoma, all districts of the U.S. District Court of Oklahoma, U.S. District Court for the Western District of Arizona, U.S. 10th Circuit Court of Appeals, and the U.S. Supreme Court.

He is a member of the Oklahoma County Bar Association, serving in various capacities throughout the years including board member of its Voices of Children Committee. He also is a member of the Oklahoma Bar Association, American Bar Association, Oklahoma City Society of Title Attorneys Association and the American Bankruptcy Institute.

Sheets’ honors include being listed in Oklahoma Super Lawyers in Business Litigation and receiving the 2007 Outstanding Law Review Alumni Award from the OCU School of Law. In addition, he is a past recipient of the Boy Scouts Award of Merit and Boss of the Year award from the Oklahoma City Legal Secretaries Association.

His civic and nonprofit affiliations include serving on the fundraising committee for Legal Aid of Oklahoma and chairing the Voices for Children committee where he read to children each month at the Carver-Mark Twain Head Start. He also currently serves as a youth volunteer and chairman of the Pastor-Parish Relations Committee at Wesley United Methodist Church.

Leadership in Law profile: Marc Edwards, Phillips, McFall, McCaffrey McVay & Murrah

From The Journal Record
Published: May 1, 2007
Click to see full story – Leadership in Law profile: Marc Edwards, Phillips, McFall, McCaffrey McVay & Murrah

Marc Edwards is a litigation attorney and Chair of the Government Relations and Compliance Practice Group. He represents both private business and public entities in a broad range of litigation with an emphasis on public utility, public pension, governmental and administrative laws.

Marc Edwards, a director at Phillips McFall McCaffrey McVay & Murrah, practices administrative law, governmental relations and civil litigation.

After receiving his law degree from the University of Tulsa in 1983, Edwards began his legal career as an assistant attorney general with the Oklahoma attorney general’s office. He entered private practice in 1987 with Watson & McKenzie before joining his current law firm the following year.

Edwards is a member of the Oklahoma Bar Association, American Bar Association and the National Association of Public Pension Attorneys.

For the past 14 years, he has represented Oklahoma Firefighters Pension and Retirement System, the pension system for all firefighters in the state.

“In this capacity, I have had the opportunity to argue numerous cases before the Tenth Circuit Court of Appeals, and represent the Oklahoma Firefighters Pension and Retirement System as lead co-plaintiff in a securities class-action case that recently settled for $285 million,” Edwards said. “More importantly, helping those brave firefighters and the industry with important legal issues of the day has been the most gratifying aspect of my career.”

Edwards’ community involvement includes serving on the boards of the Stavros Foundation, Oklahoma Property & Casualty Board and Oklahoma Long Term Care Administration. In addition, he is president of the Lynn Institute and past president of the Dale Rogers Training Center, which provides employment opportunities for individuals with disabilities. He considers his involvement with the Dale Rogers Training Center his most significant public service accomplishment. During his service, Dale Rogers has experienced tremendous growth as a nonprofit agency, in terms of budget, capital expansion and services.

“I am also committed to helping Dale Rogers Training Center in its future expansion needs. The success of the Dale Rogers programs plus the expanding needs of the developmental disabled community strains the current facilities but also creates more opportunities for program expansion in the future,” he said. “I hope to be able to help.”

Education:
B.S., Missouri State University
J.D., University of Tulsa

Spouse:
Nikki Jones Edwards

First job:
Hauling hay

Favorite type of food:
Italian

Favorite type of music:
Classic rock

Favorite vacation spot:
Sun Valley, Idaho; Florence, Italy

Hobbies:
Fly fishing, travel with wife, “piddling” around the house

Pets:
Abby and Allie

Limited liability companies and family business

Originally published in The Journal Record on Aug. 26, 1999.
Click to see Elizabeth K. Brown’s attorney profile


 

Elizabeth K. Brown’s practice is focused at a strategic level on serving her clients as outside counsel where she assists privately held companies in managing the many legal issues that arise in running a business.

Elizabeth K. Brown’s practice is focused at a strategic level on serving her clients as outside counsel where she assists privately held companies in managing the many legal issues that arise in running a business.

Have you noticed that many new businesses are being formed as limited liability companies instead of corporations or partnerships?

Have you wondered what the reason is for the change?

Have you wondered whether you should explore the possibility of using a limited liability company in your family business?

In recent years, the use of the family LLC has become increasingly popular in the business world as the entity of choice, surpassing the corporation and the partnership.

The reasons for its popularity include that it provides asset protection to the owners of the LLC, has income tax advantages over the corporate form of business and is a convenient vehicle for effectuating a succession plan including giving assets to family members.

Until 1992, there was no such thing as a limited liability company in Oklahoma. Other states had experimented with the concept of creating a business entity that combined the best features of a corporation and a partnership.

In 1992, the Oklahoma Legislature decided to create this new type of business entity and enacted a statute governing its existence and characteristics. Since that time, thousands of new Oklahoma LLC’s have been formed.

The reason for the limited liability company boom is the advantages that the LLC provides over both corporations and partnerships.

Like a corporation, the LLC has the corporate characteristic of providing a liability shield to the owners of the business. Generally, as with a corporation, the creditors of a limited liability company cannot reach the assets of its owners.

For example, if the LLC operates a retail business and a customer slips and falls in the store, the customer may be able to recover from the assets of the LLC, but should not be able to recover from the assets of the LLC owners.

Like a partnership, the LLC provides asset protection to the business itself from the claims of a creditor of the owner of the LLC. While a creditor of a shareholder of a corporation can obtain a judgment against the owner and levy on the stock of the corporation, a creditor of an owner of an LLC can only obtain a charging order against the owner’s interest in the LLC. A charging order only entitles the creditor to receive the owner’s share of distributions from the LLC when made and does not entitle the creditor to become an owner of the LLC or to any voting rights in the LLC.

This asset protection aspect can be quite advantageous to the business owner when the business owner has creditor problems of his own.

For example, if the LLC owner has an outstanding judgment against him personally for $25,000, his judgment creditor would not be able to take his ownership interest in the LLC to satisfy the judgment. Instead, all the creditor would be entitled to receive is the distributions that are made from the LLC to the owner.

Since oftentimes no distributions are made to owners of closely held businesses and instead the profits are reinvested in the business, a creditor of an LLC owner may not be able to collect on any part of his judgment against the LLC interest.

Another advantage of the LLC is that it generally is a flow-through entity for income tax purposes since it is taxed as a partnership.

Many family-owned businesses historically have been operated through a C corporation, which is a separate taxable entity. The problem with the C corporation is that dividend distributions are not deductible by the corporation, so there is the possibility the corporate earnings could be taxed twice before they reach the owner’s hands, once at the corporate level and again at the shareholder level when dividends are paid. As a flow-through entity for income tax purposes, the LLC reports its income on a separate income tax return but pays no income tax. Instead, each owner of the LLC reports his or her prorata share of the income from the LLC on their separate individual income tax returns. The result of partnership taxation is that the income from the LLC is only taxed once.

An important concern for a family business owner is planning for the transition in ownership and management of the family business to the younger generation and the effect of estate taxes on the assets of the business owner. LLCs can help out here, too.

The LLC structure can facilitate the shift in control from the business owner to the child or children who have been groomed to take over the family business when the time arises.

Many family businesses face a cash crisis on the death of the survivor of the business owner and spouse as a result of the estate tax imposed.

With proper planning, the combined estate of a husband and wife are exempt from estate tax up to a value of $1.3 million in 1999. For family businesses that have a value in excess of $1.3 million, business owners need to consider other estate planning techniques to reduce the value of their taxable estates.

One such technique is making annual gifts to children of a portion of their ownership interest in the family business. By making gifts of interests in the family limited liability company, the business owner can substantially reduce the size of his estate and still retain control over the family business.

A big concern of many business owners is that they may lose control over their family business if they give away ownership interests in it. Using a family limited liability company for making gifts can alleviate many of those concerns.

One method for retaining control by the family business owner is by having him or her hold the position of manager of the limited liability company. As the manager, the owner of the limited liability company has authority to control the operations of the business. By a contract called the operating agreement, the business owner can be assured that he will remain as manager for as long as he desires.

Another method for the business owner to maintain control over the family business is by giving away ownership interests that do not have voting rights. By retaining his or her voting rights, the business owner can maintain control over the business but still reduce the value of the estate by gifting the non-voting interests.

With LLCs, more value can be transferred to family members at a reduced gift tax cost by making gifts of an ownership interest in a limited liability company as opposed to gifts of individual assets.

This is because a minority interest in a closely held business is typically not worth as much as the prorata part of the value of the underlying assets of the business. For example, if the business itself is worth $100,000 and the business owner gives a child a 10 percent interest in the business, the gift is worth something less than $10,000.

In determining the value of the gift, the test is what a willing buyer would pay a willing seller for the minority interest. It is well recognized that a buyer will not purchase the minority interest in the limited liability company for an amount equal to the prorata part of the underlying assets of the business — $10,000 in this example. The reason a buyer would pay less than $10,000 for the interest in the limited liability company is that there is no ready market for the minority interest in the family business — discount for lack of marketability — and the minority interest owner cannot control the business — discount for minority interest.

A buyer may substantially discount the amount he would pay for the limited liability company interest because of these factors. Assuming a discount of 30 percent, the buyer would be willing to pay only $7,000 for a 10 percent interest in a limited liability company having assets worth $100,000.

These valuation techniques can be utilized with limited liability companies to provide a bigger benefit to the business owner from certain gift tax exclusions available under the tax law.

One such exclusion, the annual exclusion, allows the business owner to annually give up to $10,000 — $20,000 for the business owner and his spouse — to any one or more individuals without any gift tax consequences. If the business owner wan
ts to reduce the value of his estate by making annual exclusion gifts to his children, he could for example give a child a $10,000 interest in the family limited liability company with no gift tax consequences. A $10,000 gift in the family limited liability company may equal a 13 percent interest in the LLC worth $100,000.

By giving away an interest in the family limited liability company, the business owner can transfer assets which in his hands would be worth about $13,000 for a gift tax cost of only $10,000. Over time, the business owner can transfer a substantial amount of the family business to family members at a reduced gift tax cost and still remain in control of the business.

As you can see, utilizing a family limited liability company in the succession and asset protection plan for the family business can result in tremendous advantages to the business owner and family. The key to designing and implementing a plan that fits your family business is working with your lawyer, accountant and financial planner. Your team of advisers can evaluate your personal situation, recommend a plan that is right for you and your family and then see that the legal documents necessary to effectuate the plan are put in place. Limited liability companies may not be right for every family business, but with the advantages they hold, don’t you think it is worth exploring the possibilities?