Business associations Exam Preparation Prof. Amitai Aviram [email protected] University of Illinois College of Law Copyright © Amitai Aviram. All Rights Reserved F14D The exam • Take-home exam – Exams can be picked between 9-10am on either: Weds., Dec. 10 Thurs., Dec. 11 Friday, Dec. 12 Monday, Dec. 15 • Exam is composed of a single issue-spotter question • Time limit – Exam responses must be e-mailed to my administrative assistant by 10am on the day following the pick-up day (even if it’s a weekend) • Length limit – Exam answer should not exceed 1,000 words – For every 10 words over the limit, rounded up, 1 point is deducted from the raw score (so, 1,011 words results in a 2-point penalty) • Material for the exam – All material discussed in class, in the syllabus (cases & legislation) and in PowerPoint slides up to and including Section 2b2 (voice solutions) 2 © Amitai Aviram. All rights reserved. Exam instructions 1. Permissible material: This is an open book exam. You may use any materials you want, whether in hardcopy or electronic format. Anonymity: The exams are graded anonymously. Do not put your name or anything else that may identify you (except for your fourdigit exam ID number) on the file that contains your answer to the exam. Receiving and submitting the exam: 2. 3. a) b) 3 You must personally pick up a copy of the exam from Athena Newcob (Room 324) between 9-10am on one of the following days: Dec. 10, 11, 12, 15. You must submit your response as a .doc/.docx (Microsoft Word) file e-mailed to Athena Newcomb [[email protected]] no later than 10am on the day after you received the exam. The file name should be your 4-digit exam ID number. © Amitai Aviram. All rights reserved. Exam instructions 4. Confidentiality a) b) c) 5. 6. 4 Once you receive this exam form, you are not allowed to discuss the exam with anyone until after the last day of the exam period. Students who are enrolled in this course are not allowed to solicit or receive information about the exam if the source of this information (directly or indirectly) is a person who has seen the exam form. After the last day of the exam period, you are allowed to freely discuss the exam. Length limit: The total length of your answer may not exceed 1,000 words. For every 10 words in excess of the length limit (rounded up), one point will be taken off the exam’s raw score. Answering the exam: Cite relevant case and statutory authority. Within the constraints of the length limit, answer all relevant issues that arise from the fact pattern, even if your conclusion on one of the issues is dispositive to other issues. © Amitai Aviram. All rights reserved. Exam instructions 7. Assumptions: Unless the exam question specifies otherwise, assume that – a) b) c) 8. 5 The relevant jurisdiction applies the Restatement (Third) on Agency, Delaware corporate law, RUPA, and U.S. securities law. Each corporation’s charter states that: the corporation is a stock corporation; it has limited liability & perpetual existence; the corporation may conduct any lawful act or activity; the BoD may amend the bylaws; director fiduciary duties are limited to the maximum degree allowed under DGCL §102(b)(7). Each corporation’s bylaws state that: the chairperson of the BoD is authorized to call a BoD meeting; and the BoD is authorized to call both annual & special shareholder meetings. “Fact” patterns are fiction: The “facts” presented in this exam were constructed for an educational purpose, and are not intended to inform about any real person or event. © Amitai Aviram. All rights reserved. The exam Non-standard pick-up times • The only pick-up time you are entitled to is 9-10am, but you may request from my assistant (Athena Newcomb, [email protected]) a different pick up time (on one of the four exam days), subject to the following rules: a) The pick up time may not be before 9am; b) Regardless of the pick-up time, the exam answer is due by 10am the following day (even though this means you have less than 24 hours to do the exam); c) The student must physically pick up the exam from Room 324 (exams cannot be e-mailed to students, nor can they be picked up by anyone other than the student taking the exam); d) Athena is under no obligation to accommodate a student request - she might agree to a request if it does not impose a great burden on her and if it does not conflict with other responsibilities she has, but she may refuse to accommodate a pick-up time (other than 9-10am) for any reason. 6 © Amitai Aviram. All rights reserved. Tips for the exam 7 © Amitai Aviram. All rights reserved. Tips for the exam What does the exam test? 1. 2. 3. Identifying legal issues & the relevant law for analyzing these issues Applying the law to the relevant facts Making succinct analytical arguments (economize on words) – – – Use outline form (see model answers of past exams) Discuss only issues relevant to the question Abbreviations • • • – – Reference relevant case law / legislation Reference your earlier analysis (but make sure you are referencing a narrowly defined text); e.g.: • 8 Abbreviations used in my slides [e.g., BoD, CoI, SH, 3K (=3,000), 2M (=2,000,000), 5B (=5,000,000,000)] Abbreviations used in exam fact pattern Labeling: Label frequently used, multi-word names/terms “3. BJR (a) CoI: A majority of the BoD does not have CoI (see 2.a.3). © Amitai Aviram. All rights reserved. Tips for the exam Preparing for the exam • Prepare an outline (or checklist) that facilitates your ability to – – Notice the legal issues that come up – Notice legal issues that often come up when another issue is raised (e.g., is it a partnership <-> is it an agency relationship?) – Find the relevant law • Do practice exams & compare your answer to model answer – Practices your issue-spotting skills • Footnotes in the model answers are comments on common mistakes; they are not part of the expected exam answer – Tests & improves your outline’s ability to alert you to issues 9 © Amitai Aviram. All rights reserved. Exam prep Case study: Snap decision • A few minor changes to the case in the reading packet: – Only one SH (call her Sarah) sues, asking to enjoin the donation – Stilcy’s annual revenue is $2B and its annual profit is $500M – Hanna (Stilcy’s CEO) came up with the idea of funding a professorship of corporate responsibility at Chicago, and was told by the university that there’s a standard donation size for this, of $5M. Other options were funding a “faculty scholar” position for $1M, or a “Chair” for $15M. • First, “issue spot” by creating an outline of what issues you will need to analyze 10 © Amitai Aviram. All rights reserved. Exam prep Case study: Snap decision • Authority – Substantive authority (to donate a university professorship) – Procedural authority • Fiduciary duty – Negligence – Corporate waste – Conflict of interest [Analyze these based on our framework: Duty/SoR/Application] 11 © Amitai Aviram. All rights reserved. Exam prep Practice exam: Etti-cat • First, “issue spot” by creating an outline of what issues you will need to analyze 12 © Amitai Aviram. All rights reserved. Exam prep Practice exam: Etti-cat • Russ’ & Frank’s suits – – – – – – Is the agreement between Maya & Frank a partnership? If a partnership – Frank’s suit If a partnership – Russ’ suit If not a partnership, is it an agency relationship? If agency – Frank’s suit If agency – Russ’ suit • Shelly’s suit – Duty / SoR (flaw: self-dealing - unauthorized benefit) – Application (entire fairness) – Approval 13 © Amitai Aviram. All rights reserved.