DE Bar Business Organizations Flashcards
6 cards from real DE BAR practice questions. Tap to flip, then mark Knew It or Still Learning — missed cards come back until you master them.
Read the first 6 DE Bar Business Organizations flashcards as text
Under the DGCL, which doctrine requires entire fairness review when a controlling shareholder stands on both sides of a transaction?
Answer: Entire fairness doctrine
When a controlling shareholder is on both sides of a transaction, Delaware requires entire fairness review, examining both fair dealing and fair price.
Which Delaware statute governs the formation and operation of limited liability companies?
Answer: 6 Del. C. Title 18
The Delaware Limited Liability Company Act is codified at 6 Del. C. §§ 18-101 through 18-1208 (Title 18).
Under Revlon, Inc. v. MacAndrews & Forbes Holdings, when does a Delaware board's duty shift to maximizing shareholder value?
Answer: When the sale or breakup of the company becomes inevitable
Revlon duties are triggered under Delaware law when the sale or breakup of the company becomes inevitable, requiring the board to maximize value for shareholders.
Under the DGCL, what is the purpose of a Section 220 demand?
Answer: To inspect corporate books and records
DGCL § 220 permits shareholders to demand inspection of the corporation's books and records for a proper purpose.
Under the DGCL, what is a Section 102(b)(7) provision?
Answer: A provision eliminating director monetary liability for duty-of-care breaches
DGCL § 102(b)(7) allows corporations to eliminate or limit director personal liability for breaches of the duty of care, but not the duty of loyalty.
In Delaware partnership law, which type of partner bears unlimited personal liability for partnership debts?
Answer: General partner
General partners bear unlimited personal liability for all debts and obligations of the partnership under Delaware partnership law.