Specific Law Flashcards
7 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 7 Specific Law flashcards as text
Under Delaware law, when a controlling stockholder stands on both sides of a merger, the default standard of review is:
Answer: Entire fairness, with the burden on the controller
Conflicted controller transactions are reviewed for entire fairness—fair dealing and fair price—unless properly conditioned under MFW.
Under the MFW framework, a controller merger can regain business judgment review only if it is conditioned from the outset on:
Answer: Approval by an independent special committee AND a majority-of-the-minority stockholder vote
Kahn v. M&F Worldwide requires both an empowered independent committee and an informed, uncoerced majority-of-the-minority vote from the start.
In Delaware, a deficiency judgment after a mortgage foreclosure sale is:
Answer: Permitted, allowing the lender to pursue the borrower for the shortfall
Delaware permits lenders to seek deficiency judgments when foreclosure sale proceeds do not satisfy the debt.
Under Delaware intestacy law, when a decedent is survived by a spouse and children who are all also the spouse's children, the spouse receives:
Answer: The first $50,000 of personal property plus half the balance, and a life estate in real property
Under 12 Del. C. Section 502, the surviving spouse takes $50,000 plus one-half of the remaining personal estate and a life estate in intestate real estate when issue survive.
The Delaware Superior Court has exclusive jurisdiction over which type of proceeding?
Answer: Involuntary civil commitment appeals and felony criminal trials
The Superior Court is Delaware's court of general law jurisdiction, trying felonies and hearing certain statutory appeals, while equity matters go to Chancery.
Under DGCL Section 228, stockholders may act by written consent in lieu of a meeting with:
Answer: Consents signed by holders of the minimum shares needed to authorize the action at a meeting, unless the charter provides otherwise
Section 228 allows stockholder action by less-than-unanimous written consent unless the certificate of incorporation restricts it.
Delaware's implied covenant of good faith and fair dealing in employment law allows a wrongful discharge claim when an employer:
Answer: Falsifies records to create fictitious grounds for termination
Delaware recognizes narrow exceptions to at-will employment, including terminations based on employer falsification or deceit under the implied covenant.