LSB Bar Exam Core study materials
LSB Bar Exam Core study resources

LSB Bar Exam Core cheat sheet

LSB Bar Exam Core · Keep the key ideas within reach.

Quick reference

Civil Procedure

  • Personal jurisdiction requires minimum contacts plus fair play: purposeful availment, relatedness of the claim to those contacts, and reasonableness factors (burden, state interest, plaintiff's interest, efficiency).

  • Subject-matter jurisdiction: federal question under 28 U.S.C. § 1331 (well-pleaded complaint rule); diversity under § 1332 requires complete diversity and amount in controversy exceeding $75,000, aggregated in good faith.

  • Supplemental jurisdiction (§ 1367) reaches claims sharing a common nucleus of operative fact with an anchor claim, but is barred in diversity cases for claims by plaintiffs against parties joined under Rules 14, 19, 20, or 24.

  • Venue under § 1391 lies where any defendant resides if all reside in the same state, where events occurred, or where any defendant is subject to personal jurisdiction; forum non conveniens and § 1404 transfer are discretionary.

  • Rule 12 defenses: lack of personal jurisdiction, improper venue, insufficient process, and insufficient service are waived if omitted from the first responsive pleading or motion; subject-matter jurisdiction is never waived.

  • Pleadings require only a short and plain statement showing entitlement to relief (Twombly/Iqbal plausibility); amendments relate back under Rule 15(c) when the claim arises from the same conduct and the new party had notice.

  • Summary judgment under Rule 56 requires no genuine dispute of material fact, viewing evidence in the nonmovant's favor; judgment as a matter of law under Rule 50 requires no reasonable jury could find for the nonmovant.

  • Claim preclusion requires a final judgment on the merits, same parties or privies, and the same claim; issue preclusion requires actual litigation and determination of an issue essential to the judgment.

  • Erie doctrine: federal courts apply state substantive law and federal procedural rules; if no federal rule or statute governs, apply state law when failure to do so would encourage forum shopping or inequitable administration.

Quick reference

Constitutional Law

  • Standing requires injury in fact (concrete and particularized, actual or imminent), causation traceable to the defendant, and redressability; third-party and generalized-grievance standing are disfavored.

  • State action doctrine: the Fourteenth Amendment reaches private conduct only with significant state involvement, public function, or entwinement; the Thirteenth Amendment reaches badges of slavery regardless of state action.

  • Strict scrutiny (compelling interest, narrow tailoring) applies to suspect classifications (race, national origin, alienage in some contexts) and fundamental rights (voting, travel, privacy, speech content).

  • Intermediate scrutiny (important interest, substantially related) applies to sex and illegitimacy classifications; rational basis (legitimate interest, rationally related) applies to age, wealth, and sexual orientation classifications.

  • Due process: procedural due process balances private interest, risk of erroneous deprivation, and government interest (Mathews); substantive due process protects fundamental rights from arbitrary interference.

  • Commerce power reaches channels of interstate commerce, instrumentalities, and activities substantially affecting interstate commerce; post-Lopez, noneconomic intrastate activity requires a jurisdictional hook.

  • Dormant Commerce Clause bars state laws that discriminate against or unduly burden interstate commerce, subject to the market-participant exception and congressional authorization.

  • Establishment Clause (Lemon/Marsh/Kennedy approaches) bars government endorsement or coercion in religion; Free Exercise protects religious conduct unless a neutral, generally applicable law under Smith.

  • Speech: content-based restrictions get strict scrutiny; content-neutral time, place, and manner rules must serve a significant interest, be narrowly tailored, and leave open ample alternatives.

Quick reference

Contracts

  • Mutual assent requires offer (definite terms plus present intent to be bound) and acceptance (mirror image or UCC 2-207 battle of the forms); silence generally is not acceptance absent a duty to speak.

  • Consideration is a bargained-for exchange; preexisting duty, past consideration, and illusory promises fail; promissory estoppel substitutes for consideration when injustice can be avoided only by enforcement.

  • Statute of Frauds requires writing for marriage, year (cannot be performed within one year), land, executor, surety, and sale of goods over $500; UCC merchant confirmation and specially manufactured goods are exceptions.

  • Parol evidence rule excludes prior or contemporaneous negotiations that contradict or vary an integrated writing; exceptions include fraud, mistake, condition precedent, and course of dealing.

  • Conditions precedent must be satisfied before a duty of performance arises; substantial performance excuses minor breach, and material breach excuses the nonbreaching party's remaining duties.

  • Anticipatory repudiation allows the nonbreaching party to sue immediately or await performance; adequate assurances may be demanded under UCC § 2-609 when reasonable insecurity arises.

  • Expectation damages put the plaintiff in the position as if performed; reliance and restitution are alternatives; consequential damages require foreseeability (Hadley v. Baxendale) and certainty.

  • Liquidated damages are enforceable if damages are difficult to estimate and the amount is reasonable in light of anticipated loss; penalties are unenforceable.

  • Impracticability (unforeseen event, no assumption of risk), frustration of purpose, and mutual mistake (material, basic assumption) excuse performance; unilateral mistake generally does not absent fault or unconscionability.

Quick reference

Criminal Law and Criminal Procedure

  • Mens rea levels under the MPC: purposely (conscious object), knowingly (practically certain), recklessly (conscious disregard of substantial risk), negligently (should have been aware); strict liability lacks a mental state.

  • Accomplice liability requires intent to aid or encourage the principal's conduct; the accomplice is liable for the crime and foreseeable crimes committed in the course thereof.

  • Inchoate offenses: attempt requires specific intent plus a substantial step; conspiracy requires agreement plus intent, and overt act under most statutes; solicitation is complete upon asking.

  • Homicide: murder requires malice (intent to kill, intent to cause serious bodily injury, reckless indifference, felony murder); voluntary manslaughter requires adequate provocation or imperfect self-defense.

  • Self-defense requires reasonable belief in imminent unlawful force and proportional response; deadly force is permitted only against imminent death or serious bodily harm, subject to no-duty-to-retreat rules.

  • Fourth Amendment: searches and seizures require probable cause and a warrant, subject to exceptions (consent, search incident to arrest, automobile, plain view, exigency, stop and frisk under Terry).

  • Exclusionary rule bars evidence from unconstitutional searches, subject to good-faith, inevitable-discovery, and attenuation exceptions; Miranda warnings attach to custodial interrogation.

  • Sixth Amendment guarantees counsel at all critical stages after formal charges and a speedy, public, impartial jury trial; double jeopardy bars retrial after acquittal or conviction.

  • Confessions must be voluntary; Massiah bars post-charge interrogation without counsel, and the Sixth Amendment right to counsel is offense-specific.

Quick reference

Evidence

  • Relevance requires a tendency to make a fact more or less probable and the fact must be of consequence; Rule 403 excludes relevant evidence whose probative value is substantially outweighed by unfair prejudice, confusion, or waste of time.

  • Character evidence is inadmissible to prove conduct in civil cases and generally in criminal cases, except the accused may offer character for a pertinent trait and the prosecution may rebut; habit evidence is admissible.

  • Impeachment tools: prior inconsistent statements (under oath, Rule 613), bias, capacity, conviction of a felony or crime involving dishonesty (Rule 609), and reputation for truthfulness.

  • Hearsay is an out-of-court statement offered for its truth; nonhearsay includes effect on listener, verbal acts, and statements by an opposing party under Rule 801(d)(2).

  • Hearsay exceptions (declarant unavailable): former testimony, dying declaration, statement against interest, statement of personal or family history, forfeiture by wrongdoing.

  • Hearsay exceptions (regardless of availability): present sense impression, excited utterance, then-existing state of mind, medical treatment, recorded recollection, business records, public records, learned treatises.

  • Confrontation Clause bars testimonial hearsay from unavailable declarants unless the defendant had a prior opportunity to cross-examine (Crawford); nontestimonial statements are governed by reliability.

  • Best evidence rule requires the original writing to prove its contents; exceptions for voluminous records and lost or destroyed originals; summaries may be admissible under Rule 1006.

  • Privileges: attorney-client (confidential communication for legal advice, survives termination), physician-patient, psychotherapist, spousal (confidential marital communications and testimonial privilege).

Quick reference

Real Property

  • Estates: fee simple absolute (alienable, devisable, descendible), fee tail, life estate, and leasehold estates; future interests include reversion, remainder, and executory interest.

  • Rule Against Perpetuities: no interest is good unless it must vest, if at all, within 21 years after a life in being at creation; applies to contingent remainders and executory interests.

  • Concurrent estates: joint tenancy requires four unities (time, title, interest, possession) and right of survivorship; tenancy in common has no survivorship; tenancy by the entirety requires marriage.

  • Landlord-tenant: lease covenants include quiet enjoyment, habitability (residential), and rent; eviction remedies include actual and constructive eviction and self-help limits.

  • Easements: express (writing), implied (prior use, necessity), prescriptive (adverse use for statutory period); easements appurtenant run with the land; easements in gross do not.

  • Covenants run with the land if writing, intent, touch and concern, horizontal and vertical privity; equitable servitudes require notice and intent to bind successors.

  • Recording acts: race (first to record), notice (first to record without notice), race-notice (first to record without notice); shelter rule protects a grantee from a prior grantee.

  • Adverse possession requires actual, exclusive, continuous, open and notorious, and hostile possession for the statutory period; tacking allows successive possessors to combine periods.

  • Mortgage priorities follow recording order; foreclosure extinguishes junior liens; deed types include warranty, special warranty, and quitclaim, with marketable title requiring no encumbrances.

Quick reference

Torts

  • Intentional torts require intent (purpose or substantial certainty) plus act; battery requires harmful or offensive contact, assault requires apprehension, false imprisonment requires confinement.

  • Defenses to intentional torts: consent, self-defense, defense of others, defense of property, necessity (public and private), and privilege.

  • Negligence elements: duty, breach, causation (actual and proximate), and damages; duty is owed to foreseeable plaintiffs under Palsgraf and the Cardozo/Andrews approaches.

  • Standard of care: reasonable person; professionals use customary practice; children use a reasonable child of like age, intelligence, and experience; landowners have duties based on entrant status (invitee, licensee, trespasser).

  • Res ipsa loquitur permits an inference of negligence when the instrumentality was in the defendant's exclusive control and the accident ordinarily does not occur absent negligence.

  • Proximate cause requires foreseeability; intervening causes supersede only if unforeseeable; eggshell plaintiff rule makes the defendant liable for unforeseeable extent of harm.

  • Strict liability applies to abnormally dangerous activities and wild animals; products liability requires a defective product and causation under strict liability, negligence, or warranty theories.

  • Defenses: contributory negligence (complete bar, common law), comparative negligence (pure or modified), and assumption of the risk (voluntary, knowing).

  • Defamation requires a false statement of fact, publication, fault, and damages; public figures must prove actual malice; privacy torts include intrusion, disclosure, false light, and appropriation.

Quick reference

Business Associations

  • Agency: an agent acts subject to the principal's control; actual authority (express or implied) and apparent authority (third-party reasonable belief from manifestations) bind the principal.

  • Partnership: default rules under UPA include equal sharing of profits and losses, majority vote for ordinary matters, unanimity for fundamental changes, and joint and several liability for partners.

  • Limited partnerships require at least one general partner (liable) and one limited partner (liability limited to contribution); limited liability companies combine pass-through taxation with limited liability.

  • Corporate formation: incorporator files articles of incorporation; de facto corporation and corporation by estoppel protect defective formations; promoter liability persists until novation.

  • Piercing the corporate veil requires alter ego or fraud and injustice; factors include undercapitalization, commingling, and failure to observe formalities.

  • Corporate governance: directors owe duties of care and loyalty (including no self-dealing, corporate opportunity, and good faith); business judgment rule presumes informed decisions.

  • Shareholder rights: vote on fundamental changes, inspect books, receive dividends when declared, and bring derivative suits after demand or demand futility.

  • Securities law: Rule 10b-5 prohibits material misstatements or omissions with scienter in connection with purchase or sale; Section 16(b) short-swing profits are recoverable.

  • Closely held corporations and LLCs may impose transfer restrictions; dissolution requires winding up, and LLC members owe fiduciary duties unless the operating agreement limits them.

Quick reference

Professional Responsibility

  • Competence and diligence (Rule 1.1, 1.3): a lawyer must provide competent representation with the legal knowledge, skill, thoroughness, and preparation reasonably necessary.

  • Confidentiality (Rule 1.6) bars disclosure of information relating to representation without informed consent, except to prevent reasonably certain death or substantial bodily harm or to comply with law.

  • Conflict of interest (Rule 1.7): a concurrent conflict exists when representation of one client is directly adverse to another or materially limited; clients may consent in writing after informed consent.

  • Former client conflicts (Rule 1.9) prohibit representation materially adverse to a former client in the same or substantially related matter absent informed consent; imputation under Rule 1.10 applies.

  • Fee agreements must be reasonable (Rule 1.5); contingent fees are prohibited in criminal and domestic relations cases; advance fee payments must be held in trust.

  • Trust accounts (Rule 1.15): client funds must be kept in a separate trust account; commingling is prohibited; disputed funds must be kept separate until resolved.

  • Candor to the tribunal (Rule 3.3) requires disclosure of adverse legal authority and correction of false statements; ex parte communications with represented parties are prohibited (Rule 4.2).

  • Advertising (Rule 7.2, 7.3): truthful, non-misleading communications are permitted; solicitation of prospective clients for pecuniary gain is restricted, and in-person solicitation is prohibited.

  • Withdrawal (Rule 1.16): mandatory withdrawal when continued representation results in violation of law or rules; permissive withdrawal requires no material adverse effect and court approval if litigation is pending.

Quick reference

Civil Procedure

  • Personal jurisdiction requires minimum contacts plus fair play: purposeful availment, relatedness of the claim to those contacts, and reasonableness factors (burden, state interest, plaintiff's interest, efficiency).

  • Subject-matter jurisdiction: federal question under 28 U.S.C. § 1331 (well-pleaded complaint rule); diversity under § 1332 requires complete diversity and amount in controversy exceeding $75,000, aggregated in good faith.

  • Supplemental jurisdiction (§ 1367) reaches claims sharing a common nucleus of operative fact with an anchor claim, but is barred in diversity cases for claims by plaintiffs against parties joined under Rules 14, 19, 20, or 24.

  • Venue under § 1391 lies where any defendant resides if all reside in the same state, where events occurred, or where any defendant is subject to personal jurisdiction; forum non conveniens and § 1404 transfer are discretionary.

  • Rule 12 defenses: lack of personal jurisdiction, improper venue, insufficient process, and insufficient service are waived if omitted from the first responsive pleading or motion; subject-matter jurisdiction is never waived.

  • Pleadings require only a short and plain statement showing entitlement to relief (Twombly/Iqbal plausibility); amendments relate back under Rule 15(c) when the claim arises from the same conduct and the new party had notice.

  • Summary judgment under Rule 56 requires no genuine dispute of material fact, viewing evidence in the nonmovant's favor; judgment as a matter of law under Rule 50 requires no reasonable jury could find for the nonmovant.

  • Claim preclusion requires a final judgment on the merits, same parties or privies, and the same claim; issue preclusion requires actual litigation and determination of an issue essential to the judgment.

  • Erie doctrine: federal courts apply state substantive law and federal procedural rules; if no federal rule or statute governs, apply state law when failure to do so would encourage forum shopping or inequitable administration.

Quick reference

Constitutional Law

  • Standing requires injury in fact (concrete and particularized, actual or imminent), causation traceable to the defendant, and redressability; third-party and generalized-grievance standing are disfavored.

  • State action doctrine: the Fourteenth Amendment reaches private conduct only with significant state involvement, public function, or entwinement; the Thirteenth Amendment reaches badges of slavery regardless of state action.

  • Strict scrutiny (compelling interest, narrow tailoring) applies to suspect classifications (race, national origin, alienage in some contexts) and fundamental rights (voting, travel, privacy, speech content).

  • Intermediate scrutiny (important interest, substantially related) applies to sex and illegitimacy classifications; rational basis (legitimate interest, rationally related) applies to age, wealth, and sexual orientation classifications.

  • Due process: procedural due process balances private interest, risk of erroneous deprivation, and government interest (Mathews); substantive due process protects fundamental rights from arbitrary interference.

  • Commerce power reaches channels of interstate commerce, instrumentalities, and activities substantially affecting interstate commerce; post-Lopez, noneconomic intrastate activity requires a jurisdictional hook.

  • Dormant Commerce Clause bars state laws that discriminate against or unduly burden interstate commerce, subject to the market-participant exception and congressional authorization.

  • Establishment Clause (Lemon/Marsh/Kennedy approaches) bars government endorsement or coercion in religion; Free Exercise protects religious conduct unless a neutral, generally applicable law under Smith.

  • Speech: content-based restrictions get strict scrutiny; content-neutral time, place, and manner rules must serve a significant interest, be narrowly tailored, and leave open ample alternatives.

Quick reference

Contracts

  • Mutual assent requires offer (definite terms plus present intent to be bound) and acceptance (mirror image or UCC 2-207 battle of the forms); silence generally is not acceptance absent a duty to speak.

  • Consideration is a bargained-for exchange; preexisting duty, past consideration, and illusory promises fail; promissory estoppel substitutes for consideration when injustice can be avoided only by enforcement.

  • Statute of Frauds requires writing for marriage, year (cannot be performed within one year), land, executor, surety, and sale of goods over $500; UCC merchant confirmation and specially manufactured goods are exceptions.

  • Parol evidence rule excludes prior or contemporaneous negotiations that contradict or vary an integrated writing; exceptions include fraud, mistake, condition precedent, and course of dealing.

  • Conditions precedent must be satisfied before a duty of performance arises; substantial performance excuses minor breach, and material breach excuses the nonbreaching party's remaining duties.

  • Anticipatory repudiation allows the nonbreaching party to sue immediately or await performance; adequate assurances may be demanded under UCC § 2-609 when reasonable insecurity arises.

  • Expectation damages put the plaintiff in the position as if performed; reliance and restitution are alternatives; consequential damages require foreseeability (Hadley v. Baxendale) and certainty.

  • Liquidated damages are enforceable if damages are difficult to estimate and the amount is reasonable in light of anticipated loss; penalties are unenforceable.

  • Impracticability (unforeseen event, no assumption of risk), frustration of purpose, and mutual mistake (material, basic assumption) excuse performance; unilateral mistake generally does not absent fault or unconscionability.

Quick reference

Criminal Law and Criminal Procedure

  • Mens rea levels under the MPC: purposely (conscious object), knowingly (practically certain), recklessly (conscious disregard of substantial risk), negligently (should have been aware); strict liability lacks a mental state.

  • Accomplice liability requires intent to aid or encourage the principal's conduct; the accomplice is liable for the crime and foreseeable crimes committed in the course thereof.

  • Inchoate offenses: attempt requires specific intent plus a substantial step; conspiracy requires agreement plus intent, and overt act under most statutes; solicitation is complete upon asking.

  • Homicide: murder requires malice (intent to kill, intent to cause serious bodily injury, reckless indifference, felony murder); voluntary manslaughter requires adequate provocation or imperfect self-defense.

  • Self-defense requires reasonable belief in imminent unlawful force and proportional response; deadly force is permitted only against imminent death or serious bodily harm, subject to no-duty-to-retreat rules.

  • Fourth Amendment: searches and seizures require probable cause and a warrant, subject to exceptions (consent, search incident to arrest, automobile, plain view, exigency, stop and frisk under Terry).

  • Exclusionary rule bars evidence from unconstitutional searches, subject to good-faith, inevitable-discovery, and attenuation exceptions; Miranda warnings attach to custodial interrogation.

  • Sixth Amendment guarantees counsel at all critical stages after formal charges and a speedy, public, impartial jury trial; double jeopardy bars retrial after acquittal or conviction.

  • Confessions must be voluntary; Massiah bars post-charge interrogation without counsel, and the Sixth Amendment right to counsel is offense-specific.

Quick reference

Evidence

  • Relevance requires a tendency to make a fact more or less probable and the fact must be of consequence; Rule 403 excludes relevant evidence whose probative value is substantially outweighed by unfair prejudice, confusion, or waste of time.

  • Character evidence is inadmissible to prove conduct in civil cases and generally in criminal cases, except the accused may offer character for a pertinent trait and the prosecution may rebut; habit evidence is admissible.

  • Impeachment tools: prior inconsistent statements (under oath, Rule 613), bias, capacity, conviction of a felony or crime involving dishonesty (Rule 609), and reputation for truthfulness.

  • Hearsay is an out-of-court statement offered for its truth; nonhearsay includes effect on listener, verbal acts, and statements by an opposing party under Rule 801(d)(2).

  • Hearsay exceptions (declarant unavailable): former testimony, dying declaration, statement against interest, statement of personal or family history, forfeiture by wrongdoing.

  • Hearsay exceptions (regardless of availability): present sense impression, excited utterance, then-existing state of mind, medical treatment, recorded recollection, business records, public records, learned treatises.

  • Confrontation Clause bars testimonial hearsay from unavailable declarants unless the defendant had a prior opportunity to cross-examine (Crawford); nontestimonial statements are governed by reliability.

  • Best evidence rule requires the original writing to prove its contents; exceptions for voluminous records and lost or destroyed originals; summaries may be admissible under Rule 1006.

  • Privileges: attorney-client (confidential communication for legal advice, survives termination), physician-patient, psychotherapist, spousal (confidential marital communications and testimonial privilege).

Quick reference

Real Property

  • Estates: fee simple absolute (alienable, devisable, descendible), fee tail, life estate, and leasehold estates; future interests include reversion, remainder, and executory interest.

  • Rule Against Perpetuities: no interest is good unless it must vest, if at all, within 21 years after a life in being at creation; applies to contingent remainders and executory interests.

  • Concurrent estates: joint tenancy requires four unities (time, title, interest, possession) and right of survivorship; tenancy in common has no survivorship; tenancy by the entirety requires marriage.

  • Landlord-tenant: lease covenants include quiet enjoyment, habitability (residential), and rent; eviction remedies include actual and constructive eviction and self-help limits.

  • Easements: express (writing), implied (prior use, necessity), prescriptive (adverse use for statutory period); easements appurtenant run with the land; easements in gross do not.

  • Covenants run with the land if writing, intent, touch and concern, horizontal and vertical privity; equitable servitudes require notice and intent to bind successors.

  • Recording acts: race (first to record), notice (first to record without notice), race-notice (first to record without notice); shelter rule protects a grantee from a prior grantee.

  • Adverse possession requires actual, exclusive, continuous, open and notorious, and hostile possession for the statutory period; tacking allows successive possessors to combine periods.

  • Mortgage priorities follow recording order; foreclosure extinguishes junior liens; deed types include warranty, special warranty, and quitclaim, with marketable title requiring no encumbrances.

Quick reference

Torts

  • Intentional torts require intent (purpose or substantial certainty) plus act; battery requires harmful or offensive contact, assault requires apprehension, false imprisonment requires confinement.

  • Defenses to intentional torts: consent, self-defense, defense of others, defense of property, necessity (public and private), and privilege.

  • Negligence elements: duty, breach, causation (actual and proximate), and damages; duty is owed to foreseeable plaintiffs under Palsgraf and the Cardozo/Andrews approaches.

  • Standard of care: reasonable person; professionals use customary practice; children use a reasonable child of like age, intelligence, and experience; landowners have duties based on entrant status (invitee, licensee, trespasser).

  • Res ipsa loquitur permits an inference of negligence when the instrumentality was in the defendant's exclusive control and the accident ordinarily does not occur absent negligence.

  • Proximate cause requires foreseeability; intervening causes supersede only if unforeseeable; eggshell plaintiff rule makes the defendant liable for unforeseeable extent of harm.

  • Strict liability applies to abnormally dangerous activities and wild animals; products liability requires a defective product and causation under strict liability, negligence, or warranty theories.

  • Defenses: contributory negligence (complete bar, common law), comparative negligence (pure or modified), and assumption of the risk (voluntary, knowing).

  • Defamation requires a false statement of fact, publication, fault, and damages; public figures must prove actual malice; privacy torts include intrusion, disclosure, false light, and appropriation.

Quick reference

Business Associations

  • Agency: an agent acts subject to the principal's control; actual authority (express or implied) and apparent authority (third-party reasonable belief from manifestations) bind the principal.

  • Partnership: default rules under UPA include equal sharing of profits and losses, majority vote for ordinary matters, unanimity for fundamental changes, and joint and several liability for partners.

  • Limited partnerships require at least one general partner (liable) and one limited partner (liability limited to contribution); limited liability companies combine pass-through taxation with limited liability.

  • Corporate formation: incorporator files articles of incorporation; de facto corporation and corporation by estoppel protect defective formations; promoter liability persists until novation.

  • Piercing the corporate veil requires alter ego or fraud and injustice; factors include undercapitalization, commingling, and failure to observe formalities.

  • Corporate governance: directors owe duties of care and loyalty (including no self-dealing, corporate opportunity, and good faith); business judgment rule presumes informed decisions.

  • Shareholder rights: vote on fundamental changes, inspect books, receive dividends when declared, and bring derivative suits after demand or demand futility.

  • Securities law: Rule 10b-5 prohibits material misstatements or omissions with scienter in connection with purchase or sale; Section 16(b) short-swing profits are recoverable.

  • Closely held corporations and LLCs may impose transfer restrictions; dissolution requires winding up, and LLC members owe fiduciary duties unless the operating agreement limits them.

Quick reference

Professional Responsibility

  • Competence and diligence (Rule 1.1, 1.3): a lawyer must provide competent representation with the legal knowledge, skill, thoroughness, and preparation reasonably necessary.

  • Confidentiality (Rule 1.6) bars disclosure of information relating to representation without informed consent, except to prevent reasonably certain death or substantial bodily harm or to comply with law.

  • Conflict of interest (Rule 1.7): a concurrent conflict exists when representation of one client is directly adverse to another or materially limited; clients may consent in writing after informed consent.

  • Former client conflicts (Rule 1.9) prohibit representation materially adverse to a former client in the same or substantially related matter absent informed consent; imputation under Rule 1.10 applies.

  • Fee agreements must be reasonable (Rule 1.5); contingent fees are prohibited in criminal and domestic relations cases; advance fee payments must be held in trust.

  • Trust accounts (Rule 1.15): client funds must be kept in a separate trust account; commingling is prohibited; disputed funds must be kept separate until resolved.

  • Candor to the tribunal (Rule 3.3) requires disclosure of adverse legal authority and correction of false statements; ex parte communications with represented parties are prohibited (Rule 4.2).

  • Advertising (Rule 7.2, 7.3): truthful, non-misleading communications are permitted; solicitation of prospective clients for pecuniary gain is restricted, and in-person solicitation is prohibited.

  • Withdrawal (Rule 1.16): mandatory withdrawal when continued representation results in violation of law or rules; permissive withdrawal requires no material adverse effect and court approval if litigation is pending.