1、Business associations Exam Preparation,Prof. Amitai Aviram Aviramillinois.edu University of Illinois College of Law Copyright Amitai Aviram. All Rights ReservedF14D,The exam,Take-home exam Exams can be picked between 9-10am on either:Exam is composed of a single issue-spotter question Time limit Exa
2、m responses must be e-mailed to my administrative assistant by 10am on the day following the pick-up day (even if its 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
3、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), Amitai Aviram. All rights reserved.,2,Exam instructions,Permissible material: This is an open book exam. You may u
4、se 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 four-digit exam ID number) on the file that contains your answer to the exam. Receiving and submitting the ex
5、am: 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 athenaIllinois.edu no later than 10am on the day after you
6、 received the exam. The file name should be your 4-digit exam ID number., Amitai Aviram. All rights reserved.,3,Exam instructions,Confidentiality 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 enrolle
7、d 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 yo
8、ur 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 exams 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
9、 the fact pattern, even if your conclusion on one of the issues is dispositive to other issues., Amitai Aviram. All rights reserved.,4,Exam instructions,Assumptions: Unless the exam question specifies otherwise, assume that The relevant jurisdiction applies the Restatement (Third) on Agency, Delawar
10、e corporate law, RUPA, and U.S. securities law. Each corporations charter states that: the corporation is a stock corporation; it has limited liability and the BoD is authorized to call both annual & special shareholder meetings. “Fact” patterns are fiction: The “facts” presented in this exam were c
11、onstructed for an educational purpose, and are not intended to inform about any real person or event., Amitai Aviram. All rights reserved.,5,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, athenaillinois.
12、edu) a different pick up time (on one of the four exam days), subject to the following rules: The pick up time may not be before 9am; 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); The student must
13、 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); 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
14、 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., Amitai Aviram. All rights reserved.,6,Tips for the exam, Amitai Aviram. All rights reserved.,7,Tips for the exam What does the exam test?,Identifying le
15、gal issues e.g.: “3. BJR(a) CoI: A majority of the BoD does not have CoI (see 2.a.3)., Amitai Aviram. All rights reserved.,8,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
16、 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 they are not part of the expected exam answer Tests & improves your outlines ability to alert you to issues, Amitai Aviram. All rights reserved.,9,Exam prep Case st
17、udy: 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 Stilcys annual revenue is $2B and its annual profit is $500M Hanna (Stilcys CEO) came up with the idea of funding a professorship of corporate responsibility at
18、Chicago, and was told by the university that theres 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, Amitai Aviram. All rights reserved
19、.,10,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, Amitai Aviram. All rights reserved.,11,Exam
20、prep Practice exam: Etti-cat,First, “issue spot” by creating an outline of what issues you will need to analyze, Amitai Aviram. All rights reserved.,12,Exam prep Practice exam: Etti-cat,Russ & Franks suits Is the agreement between Maya & Frank a partnership? If a partnership Franks suit If a partnership Russ suit If not a partnership, is it an agency relationship? If agency Franks suit If agency Russ suit Shellys suit Duty / SoR (flaw: self-dealing - unauthorized benefit) Application (entire fairness) Approval, Amitai Aviram. All rights reserved.,13,
