DE Bar cheat sheet

Delaware administers the Uniform Bar Examination (UBE): the exam consists of the Multistate Essay Examination (MEE), the Multistate Performance Test (MPT), and the Multistate Bar Examination (MBE), with the MBE weighted 50% and the MEE and MPT weighted 50% combined under UBE scoring.

Delaware requires a passing UBE score of 143 (scaled) for admission; a transferred UBE score is accepted only if it was earned within the period the Delaware Board of Bar Examiners recognizes, so verify the current transfer window before relying on an older score.

Because Delaware uses the UBE, Delaware-specific law is not a separately tested essay subject on the UBE; Delaware law is tested instead on the separate Delaware-specific component required for admission, so candidates must prepare Delaware distinctions in addition to the multistate subjects.

MBE subject allocation is fixed: Civil Procedure, Constitutional Law, Contracts, Criminal Law and Procedure, Evidence, Real Property, and Torts, with 175 scored questions across two 3-hour sessions of 100 questions each (25 unscored pretest items are embedded).

MEE administration is six 30-minute essay questions; the subjects tested are the seven MBE subjects plus Business Associations, Conflict of Laws, Family Law, Trusts and Estates, and Secured Transactions, and any subject may be combined with another in a single question.

MPT administration is two 90-minute tasks; each task supplies a closed file of cases, statutes, and factual documents, and the answer must be written in the specified document type (memorandum, brief, client letter, or contract provision) using only the supplied materials.

Scoring: the MBE raw score is converted to a scaled score, the written components are graded on a standardized scale, and the written score is weighted equally in aggregate with the MBE; a failing score can be appealed only on procedural grounds, not on substantive re-grading of answers.

Delaware admission also requires the Multistate Professional Responsibility Examination (MPRE) with a passing scaled score of 85, and character and fitness review by the Board on Professional Responsibility precedes swearing in.

The Delaware bar examination is administered twice yearly, in February and July, and applications, late fees, and laptop-program registration each carry separate deadlines that fall well before the examination date.

Delaware-specific essay testing focuses on Delaware law that diverges from majority rules, especially the Delaware General Corporation Law (DGCL), Delaware fiduciary duty doctrine, and Delaware practice and procedure, so candidates should memorize the statutory section numbers and default rules that differ from the Model Business Corporation Act.

Under DGCL Section 141(a), the business and affairs of a corporation are managed by or under the direction of the board of directors; stockholders do not manage the corporation and cannot bind it by their vote except where the statute so provides.

The business judgment rule presumes directors acted on an informed basis, in good faith, and in the honest belief the action was in the corporation's best interest; the plaintiff bears the burden of rebutting the presumption by showing breach of one of those duties.

Enhanced scrutiny applies in defined contexts: in a sale-of-control transaction under Revlon, directors must obtain the best price reasonably available, and in a defensive-measures challenge under Unocal, the board must show a threat and a proportionate response.

Entire fairness applies once the business judgment presumption is rebutted, as in a controlling-stockholder transaction; the defendant board must prove both fair dealing (timing, initiation, structure, negotiation, disclosure) and fair price (economic and financial considerations).

Under DGCL Section 102(b)(7), the certificate of incorporation may eliminate director monetary liability for breach of the duty of care but cannot eliminate liability for breach of the duty of loyalty, acts not in good faith, intentional misconduct, knowing violation of law, improper dividends or redemptions, or transactions yielding an improper personal benefit.

Demand futility under Court of Chancery precedent (Aronson and Rales) requires particularized facts creating a reasonable doubt either that the directors are disinterested and independent or that the challenged transaction was otherwise the product of a valid exercise of business judgment.

Delaware uses the internal affairs doctrine: the law of the state of incorporation governs the relationships among a corporation, its directors, officers, and stockholders, even when the dispute is litigated elsewhere.

Delaware's standard for reviewing attorney conduct and discovery disputes is the Delaware Lawyers' Rules of Professional Conduct plus Court of Chancery rules, and Delaware practice requires familiarity with Court of Chancery procedures such as the motion to expedite and the status quo order.

Multistate essay answers are scored on analysis, not conclusion: an answer that identifies the governing rule, applies it to the specific facts, and addresses the strongest counterargument earns more than a conclusory answer that names the right doctrine.

IRAC structure works because graders use a rubric keyed to issue identification and rule accuracy; each essay typically contains two to four discrete issues, and missing an issue costs more than a weak analysis of an identified one.

On the MPT, the controlling law is only what appears in the file; citing outside authority or remembered statutes is a scoring error, and every legal rule applied must be traceable to a document in the library.

MPT task types recur: objective memorandum, persuasive brief, client letter, demand letter, contract or will provision, and opinion letter; the format requirement in the instructions is itself graded.

Time allocation on the MEE is roughly 30 minutes per question, with about 5 minutes for issue spotting and outline and 25 minutes for writing; on the MPT, roughly 45 minutes for reading and outlining and 45 minutes for drafting per 90-minute task.

MBE practice should be timed in blocks matching the exam (about 1.8 minutes per question), and review should categorize errors by doctrine rather than by question, since repeated doctrinal errors reveal the study gap.

For Delaware-specific essays, the highest-yield comparisons are DGCL defaults versus the MBCA, Delaware fiduciary standards versus the business judgment rule's counterparts in other states, and Delaware procedural devices unique to the Court of Chancery.

Rule statements should include elements and exceptions: for example, a hearsay answer should state the definition, the applicable exclusion or exception, and any constitutional confrontation issue rather than only naming the exception.

Scoring on written components rewards thoroughness across all subparts; leaving a subpart blank forfeits points that partial credit would have awarded, so an answer should address every question asked even briefly.

MBE Civil Procedure tests subject-matter jurisdiction, personal jurisdiction, venue, pleading under the Federal Rules, joinder and class actions, discovery, summary judgment, trial and post-trial motions, and the preclusive effect of judgments, all under the Federal Rules of Civil Procedure.

MBE Constitutional Law tests judicial review and justiciability, legislative power under the Commerce Clause and taxing and spending powers, federalism and preemption, separation of powers, due process, equal protection, and First Amendment speech, press, assembly, and religion.

MBE Contracts tests formation including offer, acceptance, and consideration, the Statute of Frauds, parol evidence, third-party rights, assignment and delegation, breach and excuse, remedies, and the UCC Article 2 rules for sale of goods.

MBE Criminal Law and Procedure tests elements of crimes, mens rea categories, homicide, theft, inchoate offenses, accomplice and conspiracy liability, defenses including insanity, self-defense, and entrapment, plus Fourth, Fifth, and Sixth Amendment police practices.

MBE Evidence tests relevance and its limits, character evidence, impeachment, the hearsay definition and its exemptions and exceptions, confrontation, privileges, lay and expert opinion, authentication, and the best evidence rule.

MBE Real Property tests estates and future interests, landlord and tenant, concurrent ownership, easements and covenants, the recording system and priorities, adverse possession, contracts for sale, deeds, mortgages, and zoning.

MBE Torts tests intentional torts and privileges, negligence including duty, breach, causation, and damages, joint and several liability, strict liability, products liability, defamation, invasion of privacy, and nuisance.

The MBE is multiple choice with four options; the credited answer is the best available option, so an option that is true but unresponsive to the call of the question is not credited.

MEE Business Associations tests agency formation and authority, partnership formation and partner duties, limited liability companies, corporate formation and powers, director and officer duties, shareholder rights, and federal securities law basics under Rule 10b-5.

MEE Conflict of Laws tests the choice-of-law approaches (vested rights, interest analysis, most significant relationship), domicile, recognition of judgments including full faith and credit, and the Erie doctrine's allocation of federal and state law.

MEE Family Law tests marriage requirements and impediments, prenuptial agreements, divorce grounds, property division, spousal and child support, child custody standards, adoption, and the Uniform Child Custody Jurisdiction and Enforcement Act.

MEE Trusts and Estates tests intestate succession, wills including execution, revocation, and contest, nonprobate transfers, trusts including creation, modification, and termination, trustee duties and powers, and future interests and the Rule Against Perpetuities.

MEE Secured Transactions tests UCC Article 9 attachment, perfection by filing, possession, or control, priority among competing secured parties and against lien creditors and buyers, and the remedies of repossession, sale, and deficiency judgment.

MEE questions frequently combine subjects, for example a secured transaction inside a bankruptcy hypothetical or a trust question turning on conflict of laws, so the answer should address each subject's rule separately before integrating.

On the MEE, the question's call governs scope: an instruction to discuss whether a party prevails requires both the rule and the outcome, while an instruction to discuss all claims requires treating each claim even where the analysis is short.

Delaware admission requires a Juris Doctor from an ABA-accredited law school or an equivalent qualification accepted by the Board, plus completion of the MPRE and a character and fitness investigation that can take several months.

The Delaware Bar Examination is given in February and July; the filing deadline, late-filing deadline, and fee schedule are set by the Board of Bar Examiners and published in advance, and late filing carries a substantially higher fee.

Applicants must register for the examination and separately apply for admission; passing the examination does not itself confer licensure until the character and fitness clearance and the swearing-in ceremony are completed.

Delaware permits admission on motion (without the bar examination) only for attorneys who satisfy strict criteria, including a defined period of practice, an ABA-accredited degree, and an active license in good standing in another jurisdiction; the exact years-of-practice requirement should be confirmed with the Board.

Reciprocity for admission on motion depends on whether the applicant's jurisdiction extends the same courtesy to Delaware attorneys, so the analysis begins with the other state's rule rather than Delaware's.

A transferred UBE score is accepted only if it meets the required scaled score and falls within the Board's validity window; scores older than the window are not transferable regardless of the score.

The MPRE is administered separately by the National Conference of Bar Examiners and may be taken before or after the bar examination, but a passing score of 85 must be on file before admission.

Test accommodations requests are decided by the Board and require documentation of a disability and a showing of the specific accommodation needed; requests are evaluated on an individual basis and have their own filing deadline.

Disclosure duties continue after filing: an applicant must amend the character and fitness application for new arrests, charges, or civil actions occurring before admission, and failure to amend can itself be a basis for denial.

Delaware's Supreme Court has adopted the Delaware Lawyers' Rules of Professional Conduct, which govern attorney conduct and are tested through the MPRE and through character and fitness review; the rules track the ABA Model Rules with Delaware amendments.

Delaware Rule 1.15 requires lawyers to hold client funds in a trust account, to keep complete records of trust account funds, and to safeguard property; commingling client funds with the lawyer's own funds is prohibited.

Confidentiality under Rule 1.6 is broader than the attorney-client privilege: the duty covers all information relating to the representation, while the evidentiary privilege protects only confidential communications between client and lawyer for the purpose of legal advice.

A concurrent conflict of interest under Rule 1.7 may be waived by informed consent confirmed in writing only if the lawyer reasonably believes competent and diligent representation is possible and the representation is not prohibited by law.

Delaware attorneys owe duties to the tribunal under Rule 3.3, including candor about legal authority and facts, and the duty to disclose adverse controlling authority is not excused by the adversary system.

Fee agreements must be communicated to the client, and contingent fees must be in writing; a fee must be reasonable under Rule 1.5, considering time, difficulty, skill, results, and whether the fee is fixed or contingent.

Advertising and solicitation are governed by Rules 7.1 through 7.3: false or misleading communications are prohibited, and in-person or real-time electronic solicitation of a prospective client for a fee is restricted.

The duty of competence under Rule 1.1 includes technological competence; lawyers must understand the risks and benefits of relevant technology, including confidentiality risks in electronic storage and communication.

Disciplinary proceedings are prosecuted by the Office of Disciplinary Counsel before the Board on Professional Responsibility, with review by the Delaware Supreme Court, and sanctions range from private admonition to disbarment.

Delaware's courts are the Supreme Court (final appellate), the Court of Chancery (equity, corporate, trust, and fiduciary matters), the Superior Court (general civil and criminal jurisdiction and appeals from some administrative agencies), the Family Court, and the Court of Common Pleas.

The Court of Chancery has subject-matter jurisdiction over equitable claims and lacks jurisdiction to award legal damages where an adequate remedy at law exists; this distinction drives many Delaware pleadings and is a frequent essay issue.

Delaware has no intermediate appellate court for most matters; appeals go from the trial courts to the Supreme Court, which hears cases en banc and issues written opinions that constitute binding precedent.

Delaware follows the American Rule on attorney fees: each party bears its own fees absent a statute, contract, or a recognized equitable exception such as the corporate benefit doctrine or bad-faith conduct.

The corporate benefit doctrine allows a plaintiff's counsel to recover fees from a fund or benefit conferred on the corporation, which is a Delaware-specific exception frequently tested in derivative litigation.

Delaware's long-arm statute, 10 Del. C. Section 3104, extends personal jurisdiction to the limits of the Due Process Clause, so the analysis moves directly to minimum contacts, fair play, and substantial justice.

Service of process in Delaware Superior Court civil actions is governed by Superior Court Civil Rule 4, which mirrors the federal rule's methods and its provision for waiver of service.

Summary judgment in Delaware Superior Court follows Rule 56 and requires that no genuine issue of material fact remain and that the movant be entitled to judgment as a matter of law, with the nonmovant's evidence viewed in the light most favorable to it.

Delaware's statute of limitations for general civil actions is generally three years, with specific statutes governing particular claims, so the limitations period must be matched to the cause of action rather than assumed.

Delaware's Uniform Commercial Code is codified in Title 6 of the Delaware Code; Article 2 governs sales of goods, Article 3 negotiable instruments, Article 9 secured transactions, and Article 8 investment securities, and the Delaware enactment generally follows the uniform text.

Delaware is the leading state for alternative entity law: the Delaware Limited Liability Company Act (6 Del. C. Chapter 18) and the Revised Uniform Limited Partnership Act (Chapter 17) permit broad freedom of contract in the operating agreement.

Under the LLC Act, absent a provision in the operating agreement, management is vested in the members, and the operating agreement may eliminate fiduciary duties except the implied contractual covenant of good faith and fair dealing.

The Delaware Revised Uniform Limited Partnership Act requires at least one general partner and permits limited partners to be passive; a limited partner who participates in control may lose limited liability under the statute's control rule.

Delaware's Uniform Trust Code, Title 12, governs trusts and permits directed trusts, trust protectors, and perpetual (dynasty) trusts; Delaware abolished the Rule Against Perpetuities for trusts, which is a notable divergence from many states.

Delaware's statutory trust act (Chapter 38 of Title 12) allows a business trust with the same contractual flexibility as LLCs and is commonly used for securitization and investment vehicles.

Delaware's Uniform Voidable Transactions Act (6 Del. C. Chapter 13) governs fraudulent transfers and uses the terms 'transfer' and 'obligation' rather than the older 'conveyance' and 'debt', and it includes a four-year lookback for claims under the section.

Delaware's Freedom of Information Act (29 Del. C. Chapter 100) requires public bodies to meet openly and to make records available, with enumerated exemptions and a short deadline for responding to requests.

Delaware's Landlord-Tenant Code (25 Del. C. Chapter 51 et seq.) governs residential rentals and imposes specific notice and habitability requirements that differ from common-law rules, so the statutory scheme controls over the common law.

Delaware ethics rules limit attorney advertising and require that communications about a lawyer's services not be false or misleading; a communication is misleading if it omits a fact necessary to make the statement as a whole not materially misleading.

Delaware Rule 1.5 prohibits unreasonable fees and requires contingent fee agreements to be in writing signed by the client and to state the method of computation, including the percentage and the treatment of costs.

A lawyer may not represent a client if the representation is directly adverse to another client without informed consent, and may not represent a client in a matter substantially related to a former client's matter without informed consent under Rule 1.9.

A lawyer must withdraw when representation will result in a violation of the rules or other law, or when the lawyer's physical or mental condition materially impairs the representation, and may withdraw permissively where the client's conduct makes representation unreasonably difficult.

A lawyer who receives a document relating to the representation and knows or reasonably should know it was inadvertently sent must promptly notify the sender and, in Delaware, may not review or use the document until the sender is notified.

Under Rule 4.2, a lawyer may not communicate about the subject of the representation with a person the lawyer knows to be represented by another lawyer, absent the other lawyer's consent or authorization by law or court order.

A lawyer may not communicate with a represented person directly, and a lawyer who is also a party may communicate on the lawyer's own behalf but may not use the lawyer's professional capacity to gain advantage over the represented person.

Delaware requires attorneys to report another lawyer's violation of the rules that raises a substantial question as to honesty, trustworthiness, or fitness, and the reporting duty is mandatory rather than discretionary under Rule 8.3.

A lawyer's duty of confidentiality continues after the representation ends, and the lawyer may reveal information only as permitted or required by the rules, such as to prevent reasonably certain death or substantial bodily harm.

Delaware's Rules of Evidence are modeled on the Federal Rules of Evidence and are codified in the Delaware Uniform Rules of Evidence at Title 10; the numbering generally parallels the federal rules but Delaware retains some common-law distinctions.

Delaware recognizes the physician-patient privilege and the psychotherapist-patient privilege by statute, and the privileges are broader in some respects than the federal rules, which recognize them only through common law.

Delaware's hearsay rule and its exceptions largely track the federal rules, but Delaware has retained certain common-law exceptions and applies the residual exception more restrictively, so the specific Delaware rule should be cited.

Under Delaware Rule 404(b), evidence of other crimes, wrongs, or acts is not admissible to prove character but may be admissible for another purpose such as motive, opportunity, intent, preparation, plan, knowledge, identity, or absence of mistake.

Delaware requires authentication under Rule 901 by evidence sufficient to support a finding that the item is what the proponent claims, and the standard is low; the jury decides the ultimate weight.

The best evidence rule under Delaware Rule 1002 requires the original writing, recording, or photograph to prove its content unless an exception applies, and Rule 1003 permits duplicates unless authenticity is genuinely disputed.

Delaware applies the rape shield statute (11 Del. C. Section 3508) to restrict evidence of a victim's prior sexual conduct in sexual offense prosecutions, with limited procedural exceptions requiring a pretrial motion.

Lay opinion testimony is admissible under Delaware Rule 701 if rationally based on the witness's perception, helpful to a clear understanding of the testimony, and not based on scientific, technical, or specialized knowledge.

Expert testimony under Delaware Rule 702 must be based on sufficient facts or data, the product of reliable principles and methods, and applied reliably; Delaware applies a Daubert-type reliability gate rather than the older Frye general-acceptance test.

Delaware's criminal code is codified in Title 11 of the Delaware Code; offenses are graded as felonies (classes A through G), misdemeanors (classes A and B), and violations, and the class determines the sentencing range.

Delaware's mens rea categories under 11 Del. C. Section 251 are intentional, knowing, reckless, and negligent; the statute defines each and provides default rules for when a culpable mental state is not stated in the offense definition.

Murder in the first degree under 11 Del. C. Section 636 requires intentional killing or killing while engaged in certain felonies, and it carries a potential death sentence only in a narrow category of cases after the statutory aggravating-factor and weighing process.

Delaware's felony murder provision requires that the killing occur during the commission of an enumerated felony, and the underlying felony must be independent of the killing for the rule to apply.

Delaware's self-defense statute (11 Del. C. Section 464) requires that the defendant reasonably believe force is necessary to protect against death, serious physical injury, or a forcible felony, and Delaware imposes a duty to retreat only in limited circumstances.

Delaware's exclusionary rule is statutory (11 Del. C. Section 2301 et seq.) and applies to evidence obtained in violation of the Delaware Constitution and statutes, and Delaware courts have interpreted the state constitution to provide broader protection in some search contexts than the Fourth Amendment.

Delaware's sentencing scheme includes truth-in-sentencing, mandatory minimums for certain offenses, and habitual offender provisions under 11 Del. C. Section 4214, which can elevate a sentence substantially.

Delaware's juvenile justice system is governed by Title 10, Chapter 10, and transfers to Superior Court are decided by the Family Court under statutory criteria, which is a frequent essay topic.

Delaware's Victims' Bill of Rights (Title 11, Chapter 94) gives victims notice, presence, and allocution rights, and the failure to accord those rights can be a basis for appellate relief.

Delaware's Constitution, Article IV, Section 11, vests the Court of Chancery with jurisdiction over equitable matters, and the court's equitable powers include injunctions, specific performance, rescission, reformation, and appointment of receivers.

Delaware follows the clean-up doctrine: once a court of equity has jurisdiction over a matter, it may decide related legal issues and award legal relief to avoid piecemeal litigation.

Delaware's corporate law is codified in Title 8 of the Delaware Code; the DGCL is an enabling statute, meaning that most provisions are defaults that the certificate of incorporation or bylaws may alter.

Under DGCL Section 203, a business combination with an interested stockholder is prohibited for three years after the stockholder becomes interested unless the board approves the transaction in advance or the statutory exceptions apply.

Under DGCL Section 251, a merger requires board approval and stockholder approval by a majority of outstanding shares, and the merger agreement must be filed with the Secretary of State to be effective.

Under DGCL Section 271, a sale of all or substantially all assets requires stockholder approval by a majority of outstanding shares, and the test for 'substantially all' is quantitative and qualitative.

Under DGCL Section 220, a stockholder may inspect books and records upon a proper purpose, and the scope of inspection is limited to documents necessary and essential to that purpose.

Under DGCL Section 262, appraisal rights are available for mergers and certain other transactions if the stockholder perfects the statutory steps, including timely written demand and no vote in favor.

Delaware's Court of Chancery applies the doctrine of laches rather than a fixed limitations period for equitable claims, and laches can bar a stale claim even where the analogous legal limitations period has not expired.

The Delaware Bar Examination is administered by the Board of Bar Examiners, which publishes the application, deadlines, fees, and scoring information; candidates should rely on the Board's published materials rather than third-party summaries.

The examination is given over two days: the written component (MEE and MPT) and the MBE, and the schedule places the MEE and MPT on one day and the MBE on the other in the standard UBE format.

Delaware requires a scaled UBE score of 143, and the score is computed from the MBE scaled score and the written scaled score weighted equally; a candidate who fails one component but passes overall is not admitted.

A candidate who fails the Delaware examination may reapply for a subsequent administration, and the Board's rules govern how many attempts are permitted and whether any waiting period applies.

The MBE is administered in two three-hour sessions of 100 questions each; 25 of the 175 questions are unscored pretest items, so the scored count is 175 and the scaled conversion accounts for the pretest items.

The MEE consists of six 30-minute questions and the MPT consists of two 90-minute tasks; the written component is scored by trained graders using rubrics, and the raw scores are scaled to the MBE scale.

Candidates must bring acceptable identification and follow the NCBE security rules; prohibited items include notes, phones, and smart devices, and possession can result in score cancellation.

Test accommodations are granted by the Board after an individualized review of documentation, and the request must be filed by the published deadline rather than with the examination application.

After passing, the candidate must complete the character and fitness process and take the attorney's oath before being licensed; the oath is administered by the Delaware Supreme Court or its designee.

Delaware's Rules of Professional Conduct apply to attorneys admitted in Delaware and to attorneys appearing pro hac vice, and the Delaware Supreme Court has exclusive authority to regulate the practice of law.

The unauthorized practice of law is prohibited by statute (10 Del. C. Section 2001 et seq.) and by the rules; nonlawyers may not give legal advice or hold themselves out as lawyers, and lawyers may not assist them in doing so.

A lawyer may not form a partnership with a nonlawyer if any of the partnership's activities consist of the practice of law, and a lawyer may not share legal fees with a nonlawyer except as permitted by Rule 5.4.

A lawyer must supervise nonlawyer assistants under Rule 5.3 and remains responsible for the assistant's conduct that would be a violation if engaged in by the lawyer.

Delaware requires lawyers to maintain client trust accounts and to comply with IOLTA requirements; interest on nominal or short-term client funds goes to the Delaware Bar Foundation's IOLTA program.

A lawyer who knows of another lawyer's violation of the rules must report it under Rule 8.3 if it raises a substantial question as to honesty, trustworthiness, or fitness, and the duty extends to judges' violations.

A lawyer may not engage in conduct involving dishonesty, fraud, deceit, or misrepresentation, and this prohibition applies to conduct in the practice of law and in personal affairs that reflects on fitness.

Delaware's pro bono obligation is aspirational under Rule 6.1, which recommends at least 50 hours of pro bono legal services per year, but the rule is not enforced by discipline.

A lawyer who is suspended or disbarred must notify clients, opposing counsel, and courts, and must surrender client files and unearned fees; the failure to comply is itself a disciplinary offense.

Delaware's Court of Chancery is the forum for most corporate and fiduciary litigation, and its opinions are the primary source of Delaware corporate law; the Supreme Court reviews de novo on questions of law.

The business judgment rule is a presumption, not a standard of review, and the plaintiff must rebut it with particularized facts rather than conclusory allegations to survive a motion to dismiss.

The duty of loyalty prohibits self-dealing, usurpation of corporate opportunities, and competing with the corporation, and it cannot be exculpated under Section 102(b)(7).

The duty of care requires directors to act on an informed basis, and a breach is shown by gross negligence; the exculpation provision typically eliminates monetary liability for care breaches.

The duty of good faith is part of the duty of loyalty for exculpation purposes, and bad faith includes intentional dereliction of duty, conscious disregard of known risks, and acting for an improper motive.

Under the corporate opportunity doctrine, a director or officer may not take a business opportunity belonging to the corporation unless the corporation rejects it after full disclosure or lacks the financial ability to take it.

Under the demand requirement, a stockholder must make a demand on the board or plead demand futility with particularized facts; the board's response to a demand is reviewed under the business judgment rule unless it is wrongful.

Under the continuous ownership rule, a stockholder plaintiff must own stock at the time of the challenged transaction and throughout the litigation to maintain a derivative suit.

Under the Zuckerberg and Match decisions, the Court of Chancery applies a three-part test to demand futility for a board with a controlling stockholder, and the analysis turns on whether a majority of the demand board lacks independence.

Delaware requires the MPRE with a passing scaled score of 85, and the score is valid for a limited period; the MPRE is administered by the NCBE three times a year, in March, August, and November.

The MPRE tests the ABA Model Rules of Professional Conduct and the ABA Model Code of Judicial Conduct, not Delaware-specific rules, so preparation should focus on the model rules and their applications.

MPRE questions are multiple choice with four options, and the credited answer is the best answer under the model rules; the exam has 60 questions, 50 of which are scored.

The MPRE tests conflicts of interest, confidentiality, fees, competence, diligence, communication, candor to the tribunal, fairness to opposing parties, and the supervision of lawyers and nonlawyers.

MPRE questions often turn on the difference between the duty of confidentiality and the attorney-client privilege, and on when disclosure is permitted versus required.

The MPRE tests the rules on advertising and solicitation, including the prohibition on false or misleading communications and the restrictions on in-person solicitation for pecuniary gain.

The MPRE tests the rules on concurrent and successive conflicts, including the hot potato doctrine and the substantial relationship test for former clients.

The MPRE tests the rules on the lawyer's duties as an officer of the court, including candor about adverse legal authority and the prohibition on offering evidence the lawyer knows is false.

The MPRE tests judicial conduct under the Model Code, including the prohibition on political activity, the recusal standard, and the restrictions on extrajudicial comment about pending cases.

Delaware's character and fitness review is conducted by the Board on Professional Responsibility, which investigates the applicant's criminal history, financial responsibility, employment, and prior disciplinary actions.

An applicant must disclose all arrests, charges, and convictions, including those expunged or dismissed, and the failure to disclose is treated more severely than the underlying conduct in many cases.

Financial irresponsibility is a common basis for delay or denial, and the applicant must explain delinquent accounts, defaults, and bankruptcies and show rehabilitation.

The applicant bears the burden of proving good moral character and fitness by clear and convincing evidence, and the Board may condition admission on supervision or treatment.

A prior felony conviction does not automatically bar admission, but the applicant must show rehabilitation and the absence of a risk to clients and the public.

The Board may request a formal hearing, and the applicant has the right to counsel, to present evidence, and to cross-examine witnesses at the hearing.

The Board's recommendation is reviewed by the Delaware Supreme Court, which makes the final decision on admission, and the court's decision is subject to limited judicial review.

An applicant who is denied admission may reapply after a specified period, and the Board's rules govern the waiting period and the showing required for reconsideration.

Conditional admission is available in some cases, and the conditions may include practice monitoring, continuing education, or treatment for substance use or mental health issues.

Delaware's Constitution is the supreme law of the state, and it is interpreted by the Delaware Supreme Court, whose decisions bind all lower courts in the state.

The Delaware Constitution's Declaration of Rights includes provisions on due process, equal protection, search and seizure, and the right to bear arms, and Delaware courts have interpreted some provisions more broadly than their federal counterparts.

Under the Delaware Constitution, the General Assembly has the legislative power of the state, and it may delegate authority to administrative agencies with adequate standards to guide the exercise of discretion.

The Delaware Constitution requires a balanced budget and limits the state's ability to incur debt, and the Governor has line-item veto power over appropriations.

Delaware's Home Rule provisions allow local governments to adopt charters and exercise powers granted by the General Assembly, and the scope of home rule is defined by statute.

Delaware's open meetings law (29 Del. C. Chapter 100) requires public bodies to give notice and hold meetings open to the public, with limited executive session exceptions for personnel, litigation, and real estate.

Delaware's Freedom of Information Act requires public records to be produced within 15 business days of a request, with a possible extension, and the statute enumerates exemptions that the public body must justify.

Delaware's Administrative Procedures Act (29 Del. C. Chapter 101) governs agency rulemaking and contested case hearings, and it provides for judicial review of agency decisions on the record.

Delaware's judicial selection process uses a merit-based nominating commission, and the Governor appoints judges from a list of nominees, with confirmation by the Senate.

Delaware's civil practice is governed by the Superior Court Civil Rules, which are modeled on the Federal Rules of Civil Procedure but retain Delaware-specific provisions on service, discovery, and case management.

Delaware's discovery rules require initial disclosures in some cases and impose a duty to supplement, and the court may impose sanctions for discovery abuse, including dismissal or default.

Delaware's summary judgment standard mirrors the federal standard, and the court may grant partial summary judgment on individual claims or issues.

Delaware's class action rule (Superior Court Civil Rule 23) tracks the federal rule, and the court must find numerosity, commonality, typicality, and adequacy before certifying a class.

Delaware's rules on expert discovery require a written report and deposition, and the court may limit expert testimony that is not disclosed in accordance with the rules.

Delaware's trial practice includes the use of pretrial stipulations, motions in limine, and proposed jury instructions submitted before trial, and the court may hold a charge conference.

Delaware's post-trial practice includes motions for judgment notwithstanding the verdict, new trial, and remittitur, and the court may grant a new trial if the verdict is against the great weight of the evidence.

Delaware's appellate practice requires a notice of appeal within 30 days of the judgment, and the Supreme Court may affirm on any basis supported by the record.

Delaware's rules on attorney fees require a motion supported by affidavits and time records, and the court may reduce the fee for excessive or duplicative work.

Delaware's Court of Chancery hears the majority of the state's corporate and fiduciary disputes, and its opinions are reported and widely cited as authority on corporate law.

The Court of Chancery's equitable jurisdiction includes the power to issue injunctions, order specific performance, rescind contracts, reform instruments, and appoint receivers.

The court may not award punitive damages, and it may award legal damages only under the clean-up doctrine when it already has jurisdiction over the matter.

The court applies the doctrine of laches, and a claim may be barred if the plaintiff unreasonably delayed and the defendant was prejudiced, even if the limitations period has not run.

The court has adopted a streamlined process for expedited proceedings, including a motion to expedite and a status quo order, and it may order an expedited trial in appropriate cases.

The court's rules require the parties to meet and confer before filing certain motions, and the court may impose sanctions for failure to comply with the meet-and-confer requirement.

The court's opinions are binding on the Court of Chancery itself and on the Superior Court, and the Supreme Court reviews de novo on questions of law and for abuse of discretion on equitable remedies.

The court has a specialized Vice Chancellor docket and a technology-assisted review process for discovery, and it may appoint a special master to handle complex discovery disputes.

The court's confidentiality rules allow parties to file documents under seal only with court approval, and the court applies a presumption of public access to judicial records.

Delaware's contract law follows the common law for services and real estate and the UCC for goods, and the Delaware courts apply the objective theory of contract interpretation.

An enforceable contract requires offer, acceptance, consideration, and mutual assent, and the Statute of Frauds requires a writing for certain contracts, including those that cannot be performed within one year.

The parol evidence rule bars prior or contemporaneous oral statements that contradict a fully integrated written agreement, but it does not bar evidence of fraud, mistake, or a condition precedent.

The implied covenant of good faith and fair dealing is implied in every Delaware contract, and it may not be used to override an express term of the agreement.

Delaware courts enforce choice-of-law and forum-selection clauses unless the chosen law or forum is contrary to a fundamental public policy or the clause is the product of fraud or overreaching.

Delaware's law on liquidated damages requires that the amount be a reasonable estimate of anticipated harm at the time of contracting and not a penalty, and the party challenging the clause bears the burden.

Delaware's law on specific performance requires that the remedy at law be inadequate and that the terms of the contract be sufficiently definite, and it is commonly granted for unique goods and real estate.

Delaware's law on tortious interference with contract requires a valid contract, the defendant's knowledge, an intentional act of interference, causation, and damages, and the defendant may assert justification as a defense.

Delaware's law on promissory estoppel requires a promise, reasonable reliance, and injustice absent enforcement, and it may be used as a substitute for consideration in limited circumstances.

Delaware's tort law follows the common law and the Restatement, and the Delaware courts apply comparative negligence rather than contributory negligence in most cases.

Delaware's comparative negligence statute (10 Del. C. Section 8132) bars recovery if the plaintiff's negligence is greater than the defendant's, and it reduces damages in proportion to the plaintiff's fault.

Delaware's joint and several liability rule applies to defendants who act in concert or who are jointly responsible, and the statute limits several liability in certain cases.

Delaware's products liability law is based on the Restatement (Second) of Torts Section 402A, and the plaintiff must show a defective product, causation, and damages.

Delaware's law on defamation requires a false statement of fact, publication, fault, and damages, and the plaintiff must prove actual malice to recover presumed or punitive damages if the plaintiff is a public figure.

Delaware's law on invasion of privacy includes intrusion upon seclusion, public disclosure of private facts, false light, and appropriation of name or likeness, and the tort requires a reasonable expectation of privacy.

Delaware's law on nuisance distinguishes public nuisance, which affects a community right, from private nuisance, which affects an individual's use and enjoyment of land, and the remedy may be damages or injunction.

Delaware's law on premises liability distinguishes trespasser, licensee, and invitee, and the landowner owes the highest duty to invitees, including the duty to warn of known dangers.

Delaware's statute of limitations for personal injury is two years, and the discovery rule may delay accrual where the injury is not reasonably discoverable.

Delaware's family law is governed by Title 13 of the Delaware Code, and the Family Court has exclusive jurisdiction over divorce, custody, support, and domestic violence matters.

Delaware requires a no-fault ground for divorce, including irreconcilable differences, and the parties must be separated for at least six months or show that the marriage is irretrievably broken.

Delaware's property division statute requires equitable distribution of marital property, and the court considers the length of the marriage, the parties' contributions, and their economic circumstances.

Delaware's child support guidelines are based on the income shares model, and the court may deviate from the guidelines for extraordinary expenses, shared custody, or other factors.

Delaware's custody statute requires the court to determine the best interests of the child, and the court considers the child's wishes, the parties' cooperation, and the stability of the home environment.

Delaware's domestic violence statute (10 Del. C. Chapter 9) allows a victim to obtain a protection from abuse order, and the court may issue an ex parte order in an emergency.

Delaware's adoption statute requires the consent of the biological parents or a termination of parental rights, and the court must find that the adoption is in the child's best interests.

Delaware's Uniform Child Custody Jurisdiction and Enforcement Act (UCCJEA) determines which state has jurisdiction over a custody matter, and the home state has priority.

Delaware's marital agreements are enforceable if they are in writing, voluntarily executed, and not unconscionable, and the court may review the agreement for fraud or duress.

Delaware's real property law is governed by the common law and Title 25 of the Delaware Code, and the recording statute is a notice statute, meaning that a subsequent purchaser without notice prevails over a prior unrecorded interest.

Delaware requires deeds to be in writing, signed by the grantor, and acknowledged to be recorded, and the deed must contain a sufficient description of the property.

Delaware's adverse possession statute requires actual, open, notorious, exclusive, and continuous possession for 20 years, and the possessor must pay taxes on the property.

Delaware's landlord-tenant law requires a landlord to maintain the premises in a habitable condition and to return a security deposit within 20 days of the tenant's departure, with an itemized statement of deductions.

Delaware's mechanic's lien statute allows a contractor to file a lien against the property for unpaid work, and the lien must be filed within 120 days of the last work and enforced within one year.

Delaware's mortgage foreclosure process requires a complaint, service, and a sale, and the borrower has a right to redeem the property before the sale.

Delaware's easement law requires a writing for an express easement, and an easement by prescription requires adverse use for 20 years.

Delaware's restrictive covenants are enforceable if they are reasonable and not against public policy, and the court may refuse to enforce a covenant that is overly broad.

Delaware's zoning law is governed by Title 9 of the Delaware Code, and the board of adjustment has the power to grant variances and special exceptions.

Delaware's evidence law is codified in the Delaware Uniform Rules of Evidence, and the rules apply in all Delaware courts, including the Court of Chancery.

Delaware's rule on relevance requires that evidence have a tendency to make a fact more or less probable and that the fact be of consequence to the determination of the action.

Delaware's rule on character evidence prohibits its use to prove conduct in conformity therewith, but it permits evidence of character in certain cases, including impeachment by reputation or opinion.

Delaware's rule on impeachment allows a party to impeach a witness with prior inconsistent statements, bias, interest, conviction of a crime, and reputation for truthfulness.

Delaware's rule on hearsay defines hearsay as an out-of-court statement offered to prove the truth of the matter asserted, and it lists exemptions and exceptions.

Delaware's rule on the confrontation clause requires that the accused have an opportunity to cross-examine the witness whose testimonial statement is offered against the accused.

Delaware's rule on privileges includes the attorney-client privilege, the physician-patient privilege, and the psychotherapist-patient privilege, and the privileges are held by the client or patient.

Delaware's rule on expert testimony requires that the expert be qualified and that the testimony be reliable and relevant, and the court acts as gatekeeper.

Delaware's rule on authentication requires evidence sufficient to support a finding that the item is what the proponent claims, and the burden is on the proponent.

Delaware's criminal procedure is governed by Title 11 of the Delaware Code and the Delaware Rules of Criminal Procedure, which are modeled on the Federal Rules of Criminal Procedure.

Delaware's search and seizure law is governed by the Fourth Amendment and Article I, Section 6 of the Delaware Constitution, and the Delaware Supreme Court has interpreted the state provision to provide broader protection in some contexts.

Delaware's exclusionary rule is statutory, and the court may suppress evidence obtained in violation of the constitution or statutes, but the good-faith exception applies in limited circumstances.

Delaware's Miranda rule requires that a suspect be advised of the right to remain silent and the right to counsel before custodial interrogation, and the waiver must be knowing and voluntary.

Delaware's bail statute allows the court to set bail and to impose conditions, and the court may deny bail to a defendant charged with a capital offense if the proof is evident or the presumption great.

Delaware's speedy trial rule (Superior Court Criminal Rule 48) requires that the defendant be brought to trial within 120 days of arrest or indictment, subject to excludable periods.

Delaware's discovery rule in criminal cases requires the state to disclose exculpatory evidence under Brady v. Maryland, and the failure to disclose may result in a new trial.

Delaware's sentencing scheme includes the truth-in-sentencing act, and the court must impose a sentence within the statutory range and state its reasons on the record.

Delaware's post-conviction remedy is a motion for post-conviction relief under Superior Court Criminal Rule 61, and the motion must be filed within one year of the judgment becoming final.

Delaware's business entity law is codified in Title 8 (corporations) and Title 6 (LLCs and partnerships), and the statutes are enabling, meaning that the parties may contract around most default rules.

Under the DGCL, the certificate of incorporation may include provisions on the purpose of the corporation, the powers of the board, and the rights of stockholders, and it may eliminate director liability for care breaches.

Under the DGCL, bylaws may be adopted or amended by the board or the stockholders, and the board's power to amend bylaws is subject to any limitation in the certificate of incorporation.

Under the DGCL, stockholders may act by written consent in lieu of a meeting unless the certificate of incorporation provides otherwise, and the consent must be signed by the holders of the requisite number of shares.

Under the DGCL, a stockholder may vote by proxy, and the proxy must be in writing and signed by the stockholder, and it is revocable unless it is coupled with an interest.

Under the DGCL, directors may be removed by the stockholders with or without cause, and the certificate of incorporation may provide for removal only for cause.

Under the LLC Act, the operating agreement may eliminate fiduciary duties, but it may not eliminate the implied contractual covenant of good faith and fair dealing.

Under the LLC Act, a member's interest is assignable, and an assignee may become a member only with the consent of the other members or as provided in the operating agreement.

Under the Revised Uniform Limited Partnership Act, a limited partner who takes part in the control of the business may be liable as a general partner, but the statute lists safe-harbor activities that do not constitute control.

Delaware's trust law is codified in Title 12 of the Delaware Code, and Delaware is a leading jurisdiction for trusts because it permits perpetual trusts and directed trusts.

Delaware's trust statute allows a settlor to create a trust for an indefinite duration, and it abolished the Rule Against Perpetuities for trusts, which allows dynasty trusts.

Delaware's directed trust statute allows the settlor to appoint a trust advisor or trust protector who may direct the trustee on certain matters, and the trustee is not liable for following the direction unless the trustee acts in bad faith.

Delaware's trust statute allows a trustee to decant a trust, meaning to distribute assets to a new trust with different terms, if the trustee has the power to do so under the trust instrument or the statute.

Delaware's trust statute allows a trust to be modified or terminated by the consent of the settlor and all beneficiaries, or by the court if the modification is in the best interests of the beneficiaries.

Delaware's trustee duties include the duty of loyalty, the duty of impartiality, the duty to prudently invest, and the duty to account to the beneficiaries.

Delaware's prudent investor rule requires the trustee to invest as a prudent investor would, considering the purposes of the trust and the needs of the beneficiaries, and it allows diversification and risk management.

Delaware's trust statute allows a trustee to resign and to appoint a successor trustee, and the court may appoint a successor if the trust instrument does not provide for one.

Delaware's trust statute allows a beneficiary to petition the court for an accounting, and the trustee must provide an accounting at least annually unless the trust instrument provides otherwise.

Delaware's secured transactions law is codified in Article 9 of the Delaware UCC, and it governs the creation and enforcement of security interests in personal property and fixtures.

A security interest attaches when the debtor has rights in the collateral, the creditor gives value, and the debtor authenticates a security agreement that describes the collateral.

A security interest is perfected by filing a financing statement, by possession, by control, or automatically in certain cases, and perfection determines priority against other creditors.

The first to file or perfect rule governs priority among competing secured parties, and a purchase-money security interest in goods has priority if it is perfected within 20 days of the debtor's receipt of the goods.

A buyer in ordinary course of business takes free of a security interest created by the seller, even if the security interest is perfected, unless the buyer knows the sale violates the security agreement.

A secured party may repossess collateral without judicial process if it can do so without breach of the peace, and it must dispose of the collateral in a commercially reasonable manner.

A secured party must send a notification of disposition to the debtor and to other secured parties with a claim to the collateral, and the notification must be sent within a reasonable time before the disposition.

A secured party may retain collateral in satisfaction of the debt if the debtor consents or if the secured party sends a proposal and no objection is received within 20 days.

A secured party's failure to comply with Article 9 may result in liability for actual damages and statutory damages, and the debtor may recover an amount equal to the credit service charge plus 10 percent of the principal amount.

Delaware's conflict of laws rules determine which state's law applies to a dispute, and Delaware courts apply the Restatement (Second) of Conflict of Laws for most choice-of-law questions.

For contracts, Delaware courts apply the law chosen by the parties unless the choice is contrary to a fundamental public policy of a state with a materially greater interest.

For torts, Delaware courts apply the law of the state with the most significant relationship to the occurrence and the parties, considering the place of injury, the place of conduct, the domicile of the parties, and the place of the relationship.

For property, Delaware courts apply the law of the state where the property is located, and for trusts, the law of the state designated in the trust instrument governs.

Delaware recognizes judgments of other states under the Full Faith and Credit Clause, and it may refuse to enforce a judgment if the rendering court lacked jurisdiction or if the judgment is contrary to public policy.

Delaware applies the Erie doctrine in federal court, and a federal court sitting in diversity must apply Delaware substantive law and federal procedural law.

Delaware courts apply the doctrine of renvoi only in limited circumstances, and they generally apply the whole law of the chosen state, including its conflict of laws rules.

Delaware courts apply the doctrine of comity to recognize the laws and judgments of other states and nations, and comity is not a matter of obligation but of deference.

Delaware courts apply the doctrine of forum non conveniens to dismiss a case if another forum is more convenient, and the court considers the private and public interests involved.

Delaware's family law is governed by Title 13 of the Delaware Code, and the Family Court has exclusive jurisdiction over divorce, custody, support, and domestic violence matters.

Delaware requires a no-fault ground for divorce, including irreconcilable differences, and the parties must be separated for at least six months or show that the marriage is irretrievably broken.

Delaware's property division statute requires equitable distribution of marital property, and the court considers the length of the marriage, the parties' contributions, and their economic circumstances.

Delaware's child support guidelines are based on the income shares model, and the court may deviate from the guidelines for extraordinary expenses, shared custody, or other factors.

Delaware's custody statute requires the court to determine the best interests of the child, and the court considers the child's wishes, the parties' cooperation, and the stability of the home environment.

Delaware's domestic violence statute (10 Del. C. Chapter 9) allows a victim to obtain a protection from abuse order, and the court may issue an ex parte order in an emergency.

Delaware's adoption statute requires the consent of the biological parents or a termination of parental rights, and the court must find that the adoption is in the child's best interests.

Delaware's Uniform Child Custody Jurisdiction and Enforcement Act (UCCJEA) determines which state has jurisdiction over a custody matter, and the home state has priority.

Delaware's marital agreements are enforceable if they are in writing, voluntarily executed, and not unconscionable, and the court may review the agreement for fraud or duress.