DE Bar DE Bar Business Organizations

Question 1

Under the Delaware General Corporation Law (DGCL), what is the default standard of judicial review for decisions made by a corporation's board of directors?

Accepted Answer

Business judgment rule

Answer

Entire fairness

Answer

Enhanced scrutiny

Answer

Strict liability

Question 2

Under the Delaware LLC Act, what document governs the internal affairs of a limited liability company?

Accepted Answer

Limited liability company agreement

Answer

Certificate of incorporation

Answer

Partnership agreement

Answer

Articles of organization

Question 3

Under the DGCL, which standard applies when the board of a Delaware corporation adopts a shareholder rights plan (poison pill)?

Accepted Answer

Unocal enhanced scrutiny

Answer

Business judgment rule

Answer

Entire fairness

Answer

Per se invalid

Question 4

In Delaware, which court has exclusive jurisdiction over corporate internal affairs disputes?

Accepted Answer

Court of Chancery

Answer

Superior Court

Answer

Court of Common Pleas

Answer

Federal District Court

Question 5

Under the DGCL, what vote is required to approve a merger of a Delaware corporation (absent a supermajority provision)?

Accepted Answer

Majority of outstanding shares entitled to vote

Answer

Unanimous consent of shareholders

Answer

Two-thirds of outstanding shares

Answer

Simple majority of a quorum present

Question 6

Under the Delaware Revised Uniform Limited Partnership Act, what is the liability of a limited partner for the partnership's debts?

Accepted Answer

Liability limited to capital contribution

Answer

Unlimited personal liability

Answer

Liability capped at twice the capital contribution

Answer

No liability of any kind