Fields, Jonathan E.

H. Wayne Cooper received a Bachelor of Science degree in Mechanical Engineering from the University of Oklahoma in 1968, an M.B.A. from the University of Nevada in 1971, and his law degree in 1975 with highest honors from the University of Tulsa College of Law where he served as Managing Editor of the Tulsa Law Journal.  He currently serves as the Transactional Practice Group Leader for the firm.   After law school, Mr. Cooper served as law clerk for the Honorable William J. Holloway, Jr., Circuit Judge of the United States Court of Appeals for the Tenth Circuit. Prior to law school, he served four years in the United States Air Force and was discharged as a Captain in 1972.   

Since joining the firm in 1976, Mr. Cooper has specialized in the areas of public and private offerings of securities, corporate and partnership financing, franchising law, mergers and acquisitions and oil and gas. He has been a frequent continuing legal education seminar lecturer on the subject of limited liability companies, corporate finance and exemptions from registration, and has taught Business Organizations - Planning and Drafting and Entrepreneurial Law as an adjunct at the University of Tulsa College of Law. He is co-author of Business Organizations, Vernon's Oklahoma Forms 2d, Vols. 3A, 3B and 3C (West Group), and is listed in The Super Lawyers in the areas of Corporate Finance and Securities and in Chambers USA in the area of Corporate Law.  He is also listed in The Best Lawyers in America in the areas of Corporate, Acquisitions and Securities Law, and in 2012 was named by Best Lawyers as Best Lawyer in Tulsa in the area of Corporate Law.

Classes/Seminars Taught:

Lecturer, Continuing Legal Education Seminars: 

• General Corporate, Tax and Securities Law Consideration in Capitalizing a Closely Held Corporation;
• Liabilities of Members and Managers of Limited Liability Companies;
• Liabilities of Corporate Shareholders Under Piercing the Corporate Veil Theories;
• Legal Opinions:  Liability, Procedures and Ethical Considerations;
• Contribution of Property and Services for Limited Liability Company Interests;
• Oklahoma Limited Liability Partnerships and the Revised Uniform Partnership Act;
• Structuring Intra-Family Buy-Sell Agreements;
• Alternative Counts in Securities Litigation:  Common Law Fraud, Negligence, Breach of Fiduciary Duty and RICO;
• Principal Issuer Exemptions Under the Securities Act of 1933 and the Oklahoma Securities Act;
• Fiduciary Duties of Directors and Officers as a Corporation Approaches Insolvency.

Adjunct Instructor, The University of Tulsa College of Law:  Business Organizations Planning and Drafting; Entrepreneurial Law Seminar.