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Can I offer stock options to employees without violating securities laws in Oklahoma? What are the requirements?

Based on the provided context documents, it is possible to offer stock options to employees without violating securities laws in Oklahoma, but certain requirements must be met.

Requirements for Offering Stock Options in Oklahoma

  1. Compliance with the Oklahoma Uniform Securities Act of 2004: Any offer and/or sale of securities, including stock options, in Oklahoma must comply with the Oklahoma Uniform Securities Act of 2004 [2.3][1.3].
  2. Registration or Exemption: Unless an exemption applies, the offer and/or sale of securities, including stock options, in Oklahoma must be registered with the Oklahoma Securities Commission [2.3]. However, certain exemptions may apply, such as the exemption for offers and sales of securities to employees of the issuer [2.3].
  3. Compliance with Federal Securities Laws: Any offer and/or sale of securities, including stock options, must also comply with federal securities laws, such as the Securities Act of 1933 and the Securities Exchange Act of 1934 [2.3].
  4. Disclosure Requirements: If the offer and/or sale of securities, including stock options, is not exempt from registration, certain disclosure requirements must be met, such as providing a prospectus or other offering document to potential investors [2.3].
  5. Compliance with Take-Over Offer Requirements: If the company is subject to a take-over offer, certain limitations and requirements must be met, such as providing the option for shareholders to withdraw their equity securities within a certain time frame [1.1].

Additional Information

The Administrator of the Department of Securities has the power to make and adopt rules and forms as necessary to carry out the purposes of the Oklahoma Uniform Securities Act of 2004 [1.2]. The Oklahoma Business Opportunity Sales Act is administered by the Administrator [2.1]. In connection with the offer or sale of a business opportunity, no seller may make or use any of the representations set forth in divisions (4) and (5) of subparagraph a of paragraph 3 of Section 2 of the Oklahoma Business Opportunity Sales Act unless the seller has at all times a minimum net worth of Fifty Thousand Dollars ($50,000.00) as determined in accordance with generally accepted accounting principles [2.2]. All of the administrative procedures applicable to investigations and proceedings conducted pursuant to the Oklahoma Uniform Securities Act of 2004 which are not in conflict with the provisions of this title shall apply to any offer and/or sale of a business opportunity in this state [2.4].

Conclusion

In summary, it is possible to offer stock options to employees without violating securities laws in Oklahoma, but the offer and/or sale of securities must comply with the Oklahoma Uniform Securities Act of 2004, federal securities laws, and any applicable exemptions. Additionally, if the company is subject to a take-over offer, certain limitations and requirements must be met. The Administrator of the Department of Securities has the power to make and adopt rules and forms as necessary to carry out the purposes of the Oklahoma Uniform Securities Act of 2004.

Source(s):
Jurisdiction

Oklahoma