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Phillips Murrah announces 61 attorneys named to 2021 Best Lawyers lists

Phillips Murrah is proud to announce that 50 of our attorneys have been named to The Best Lawyers in America© 2021 lists in Oklahoma City and Dallas and 11 attorneys have been named to debut Ones to Watch 2021 list.

2021 Best Lawyers – Lawyers of the Year

Jennifer Ivester Berry – Commercial Finance Law

Michael D. Carter – Insurance Law

Lauren Barghols Hanna – Water Law

Sally A. Hasenfratz – Mergers and Acquisitions

Clayton D. Ketter – Litigation – Bankruptcy

Fred A. Leibrock – Litigation – Real Estate

Jim A. Roth – Energy Regulatory Law

 

The Best Lawyers in America 2021

Jennifer Ivester Berry – Commercial Finance Law; Commercial Transactions / UCC Law; Environmental Law; Real Estate Law

Elizabeth K. Brown – Business Organizations (including LLCs and Partnerships); Energy Law; Litigation – Trusts and Estates; Litigation and Controversy – Tax; Mergers and Acquisitions; Oil and Gas Law; Real Estate Law; Tax Law; Trusts and Estates

Susan E. Bryant – Securities / Capital Markets Regulation; Securities Regulation

John M. Bunting – Commercial Litigation; Insurance Law; Oil and Gas Law

Catherine L. Campbell – Commercial Litigation; Litigation – Labor and Employment

A. Michelle Campney – Commercial Litigation

Michael D. Carter – Insurance Law; Labor Law – Management; Litigation – Labor and Employment; Workers’ Compensation Law – Employers

Rodney L. Cook – Commercial Litigation; Insurance Law; Litigation – Insurance; Product Liability Litigation – Defendants

Cody J. Cooper – Commercial Litigation

C. Eric Davis – Energy Regulatory Law

Bobby Dolatabadi – Corporate Law; Mergers and Acquisitions Law

Joshua L. Edwards – Financial Services Regulation Law; Real Estate Law

Marc Edwards – Administrative / Regulatory Law; Commercial Litigation; Government Relations Practice

Nicholle Jones Edwards – Family Law; Family Law Arbitration

Kayce L. Gisinger – Product Liability Litigation – Defendants

Juston R. Givens – Commercial Litigation; Insurance Law

Mark E. Golman – Bankruptcy and Creditor Debtor Rights / Insolvency and Reorganization Law

Lauren Barghols Hanna – Employment Law – Management; Labor Law – Management; Litigation – Labor and Employment; Water Law

Sally A. Hasenfratz – Commercial Transactions / UCC Law; Construction Law; Land Use and Zoning Law; Mergers and Acquisitions; Real Estate Law; Trusts and Estates

Terry L. Hawkins – Public Finance Law

Heather L. Hintz – Commercial Litigation

Patrick L. Hullum – Commercial Litigation

Clayton D. Ketter – Bankruptcy and Creditor Debtor Rights / Insolvency and Reorganization Law; Commercial Litigation; Financial Services Regulation Law; Litigation – Bankruptcy

Timothy D. Kline – Bankruptcy and Creditor Debtor Rights / Insolvency and Reorganization Law; Commercial Litigation; Commercial Transactions / UCC Law; Litigation – Bankruptcy

Jason M. Kreth – Bankruptcy and Creditor Debtor Rights / Insolvency and Reorganization Law

Gretchen M. Latham– Commercial Litigation

Fred A. Leibrock – Commercial Litigation; Financial Services Regulation Law; Insurance Law; Litigation – Antitrust; Litigation – ERISA; Litigation – Real Estate; Real Estate Law

Candace Williams Lisle – Banking and Finance Law; Commercial Litigation; Financial Services Regulation Law

Mark Lovelace – Banking and Finance Law; Business Organizations (including LLCs and Partnerships); Commercial Transactions / UCC Law; Real Estate Law

Byrona J. Maule – Litigation – Labor and Employment

Melvin R. McVay, Jr. – Banking and Finance Law; Bankruptcy and Creditor Debtor Rights / Insolvency and Reorganization Law; Commercial Litigation; Financial Services Regulation Law; Insurance Law; Litigation – Banking and Finance; Litigation – Bankruptcy; Litigation – Real Estate

Andrew S. Mildren – Administrative / Regulatory Law; Banking and Finance Law; Government Relations Practice; Real Estate Law

Jennifer L. Miller – Commercial Litigation

Cindy H. Murray – Real Estate Law

Robert O. O’Bannon – Business Organizations (including LLCs and Partnerships); Oil and Gas Law; Private Funds / Hedge Funds Law; Tax Law

Martin G. Ozinga – Commercial Litigation; Entertainment Law – Motion Pictures and Television; Information Technology Law; Litigation – Intellectual Property; Technology Law

Donald A. Pape – Banking and Finance Law; Financial Services Regulation Law

Dawn M. Rahme – Business Organizations (including LLCs and Partnerships; Commercial Transactions / UCC Law; Litigation and Controversy – Tax; Mergers and Acquisitions; Tax Law; Trusts and Estates

Mary Holloway Richard – Health Care Law

Jim A. Roth – Energy Law; Energy Regulatory Law; Environmental Law; Government Relations Practice; Litigation – Regulatory Enforcement (SEC, Telecom, Energy); Natural Resources Law

G. Calvin Sharpe – Insurance Law; Medical Malpractice Law – Defendants; Personal Injury Litigation – Defendants; Product Liability Litigation – Defendants

Robert N. Sheets – Bankruptcy and Creditor Debtor Rights / Insolvency and Reorganization Law; Commercial Litigation; Litigation – Bankruptcy; Litigation – Land Use and Zoning; Litigation – Real Estate

Ellen K. Spiropoulos – Corporate Law; Mergers and Acquisitions Law; Real Estate Law

D. Craig Story – Business Organizations (including LLCs and Partnerships); Real Estate Law, Trusts and Estates

Kathryn D. Terry – Insurance Law; Labor Law – Management; Litigation – Labor and Employment

Beverly I. Vilardofsky – Mergers and Acquisitions Law

Amy D. White – Commercial Litigation; Product Liability Litigation – Defendants

Lyndon W. Whitmire – Commercial Litigation; Commercial Transactions / UCC Law; Product Liability Litigation – Defendants

Thomas G. Wolfe – Bet-the-Company Litigation; Commercial Litigation; Mass Tort Litigation / Class Actions – Defendants; Oil and Gas Law; Product Liability Litigation – Defendants

Raymond E. Zschiesche – Commercial Litigation; Mass Tort Litigation / Class Actions – Defendants; Product Liability Litigation – Defendants

 

The Best Lawyers in America: Ones to Watch 2021

Oklahoma City:

Justin G. Bates – Commercial Litigation

Hilary Hudson Clifton – Appellate Practice; Commercial Litigation

Jessica N. Cory – Tax Law

Erica K. Halley – Mergers and Acquisitions Law, Real Estate Law

Travis E. Harrison – Mergers and Acquisitions Law; Oil and Gas Law; Real Estate Law

Mark E. Hornbeek – Commercial Litigation

Martin J. Lopez III – Health Care Law

Kendra M. Norman – Mergers and Acquisitions Law; Real Estate Law; Tax Law

Ashley M. Schovanec – Commercial Litigation

Molly E. Tipton – Family Law; Oil and Gas Law

 

Dallas:

Kim Beight Kelly – Product Liability Litigation – Defendants

Does COVID-19 constitute a material adverse effect?

Gavel to Gavel appears in The Journal Record. This column was originally published in The Journal Record on August 6, 2020.


By Phillips Murrah Attorney Travis E. Harrison

Travis Harrison

Travis E. Harrison is a transactional attorney who represents individuals and both privately-held and public companies in a wide range of transactional matters.

In addition to a vast human toll, COVID-19 has wreaked havoc on businesses, markets and supply chains. With infections still spreading, businesses have suffered cash and liquidity constraints and anticipate such suffering to continue.

The pandemic also presents unique risks to parties in acquisition agreements, such as risks concerning the financial viability of the target company. Parties often address these risks by including material adverse effects, or MAE, clauses.

Generally speaking, an MAE is an event, circumstance, change or effect that presents a material threat to the business of the target company. MAE clauses account for this possibility and allocate risk among the parties.

Such clauses are frequently used as conditions to closing and qualifiers to the seller’s representations. If the target company suffers an MAE as defined in the agreement, the clause allows the buyer to unilaterally terminate the deal without being considered in breach of contract. The seller can qualify representations made about the condition of the target company, making it more difficult for a buyer to assert a breach. Also, exclusions to the definition of an MAE are identified, such as industrywide market conditions.

One increasingly common issue is whether COVID-19 constitutes an MAE. The following questions may help determine the answer and assist parties in the negotiation stages:

  • Are there MAE exclusions such as epidemics, pandemics and natural disasters?
  • Has COVID-19 resulted in unique issues for the target company that are disproportionate to other companies in the same industry?
  • Is the buyer obligated to use certain efforts to close the deal notwithstanding events that affect the financial condition of the target company?
  • What other limitations apply to an MAE? For example, can events only occurring after executing the agreement qualify as an MAE?
  • Have the parties contractually shifted the burden to the seller to prove that an MAE has not occurred?

While these questions may provide guidance on the issue, establishing whether an MAE has occurred is a highly fact-intensive issue that depends on the unique circumstances involved and the specific language used in the acquisition agreement. It should also be noted that buyers have faced a significant burden in court to show that any event meets the criteria of an MAE. As more parties litigate the issue, the courts will play an important role in establishing precedent that will shape how parties negotiate acquisition agreements.

Travis E. Harrison is an attorney with the law firm of Phillips Murrah.

Three main methods of acquiring business

Acquiring a business is done through three main methods: merging with the selling company, referred to as the target company; purchasing the assets of the target company; or purchasing the stock or other equity interests of the target company. Each method has pros and cons depending on the legal, tax and business implications. Therefore, it is imperative the parties carefully consider these at the outset.

Travis Harrison

Travis E. Harrison is a transactional attorney who represents individuals and both privately-held and public companies in a wide range of transactional matters.

A business merger is simply a combination of two legal entities becoming one. The one that survives the merger, called the surviving entity, assumes all assets and liabilities of the other. The logistics of a merger are driven by state statute and case law, which informs the parties of the legal requirements and procedures. For example, an Oklahoma limited liability company that is the surviving entity must file articles of merger or consolidation with the Oklahoma Secretary of State containing details of the merger and entities involved. Additionally, the parties should review the organizational documents to ensure compliance with any contractual procedures.

Purchasing the assets of the target company means the buyer acquires the assets of the target company, including real property, IP, equipment, inventory, and licenses. The buyer also acquires contractual liabilities and tax obligations. This method affords the parties great flexibility for the buyer to choose specific assets and liabilities, and to carve out liabilities the target company should keep. However, this method can be more complicated because it may need preparation of ancillary agreements to transfer contracts, tangible property, and title to certain assets.

Purchasing the stock of the target company means the buyer acquires all of the target company’s assets and liabilities. In this method, the stock purchase buyer essentially acquires the target company rather than the components of the business. A stock sale can benefit sellers where it effectively transfers all liabilities without requiring all of the formalities in an asset purchase agreement, such as documents to retitle assets to the buyer. A stock acquisition generally will not have the same statutory constraints of a merger.

Each method has unique advantages and disadvantages depending on the specifics of the acquisition deal. The parties need to analyze and evaluate all the implications for each method. Careful consideration and planning lead to the best deal for both sides and prevents unnecessary complications down the line.


By Phillips Murrah Attorney Travis E. Harrison

Gavel to Gavel appears in The Journal Record. This column was originally published in The Journal Record on October 10, 2019.

Travis E. Harrison is an attorney with the law firm of Phillips Murrah.

Some qualifications necessary to conduct business in multiple states

In this article, Oklahoma City Attorney Travis E. Harrison discusses practical legal issues related to conducting business in multiple states.

Travis Harrison

Travis E. Harrison is a transactional attorney who represents individuals and both privately-held and public companies in a wide range of transactional matters.

When is a corporation, limited liability company or other registered legal entity “transacting business” in another jurisdiction?

A legal entity required to be registered under the laws of one state must be cognizant of whether its structure or company activities constitute “transacting business” in another state. For example, a corporation formed under the laws of Oklahoma might provide services or buy and sell real estate in Texas. If Texas law defines this activity as “transacting business,” then the corporation should take the required steps to qualify to do business in Texas — as the failure to do so may result in unforeseeable fines or other consequences. Each state establishes its own variations on what activities by a foreign (out-of-state) business constitute doing business in that state. As a practical matter, a business that has a strong presence or engages in successive transactions in another state is likely “transacting business” and will need to take the appropriate steps to qualify in that state.

What are the consequences of failing to qualify to do business in another state?

Similar to the issue of what activities constitute “transacting business” in another state, the ramifications for failing to qualify to do business are a creature of state statute and vary by jurisdiction. However, the most common legal consequences for failing to qualify are fines and the inability to utilize that state’s court system to bring a lawsuit. For example, assume the previously mentioned corporation formed under the laws of Oklahoma fails to qualify to do business in Texas even though it meets Texas’ criteria for “transacting business.” If the Oklahoma corporation files a breach of contract action in Texas, then its case may be dismissed because it failed to qualify to do business in Texas. This pitfall is especially problematic if the corporation is jurisdictionally restrained from bringing the lawsuit in Oklahoma because of other procedural issues.

How does a company qualify to do business in a state other than its state of formation?

As mentioned above, a company should be cognizant of whether its operations in other states require it to qualify to do business in those states. Generally, an enterprise qualifies by filing a certificate with information about the enterprise and its good standing and paying the respective filing fee with the state’s secretary of state (or other designated office). Additionally, a company should ensure that it complies with the other government’s applicable tax requirements for foreign businesses. In Oklahoma, for example, a foreign corporation’s failure to pay annual franchise taxes may subject it to unnecessary penalties.

 

Published: 2/21/19; by Paula Burkes
Original article: https://newsok.com/article/5623523/some-qualifications-necessary-to-conduct-businesses-in-other-states