DE Bar flashcards
DE Bar · Build recall with a focused review session.
32 cards. Read the term and the definition here. The deck at the top of this page is optional.
- UBE score required
- Delaware requires a scaled UBE score of 143 for admission, computed from the MBE and written components weighted equally.
- MBE subject count
- The MBE tests seven subjects: Civil Procedure, Constitutional Law, Contracts, Criminal Law and Procedure, Evidence, Real Property, and Torts.
- MPT file rule
- On the Multistate Performance Test, the only controlling law is what appears in the supplied file; citing outside authority is a scoring error.
- Business judgment rule presumption
- Directors are presumed to act on an informed basis, in good faith, and in the honest belief the action serves the corporation's best interest.
- Entire fairness standard
- Once the business judgment presumption is rebutted, the board must prove both fair dealing and fair price in the transaction.
- Section 102(b)(7) exculpation
- A charter provision may eliminate director monetary liability for care breaches but not for loyalty breaches, bad faith, or improper personal benefit.
- Internal affairs doctrine
- The law of the state of incorporation governs relationships among the corporation, its directors, officers, and stockholders.
- Revlon enhanced scrutiny
- In a sale-of-control transaction, directors must obtain the best price reasonably available to stockholders.
- Aronson demand futility test
- Particularized facts must create reasonable doubt that directors are disinterested and independent or that the transaction was a valid business judgment.
- MEE essay subject list
- The MEE tests the seven MBE subjects plus Business Associations, Conflict of Laws, Family Law, Trusts and Estates, and Secured Transactions.
- MEE timing per question
- Each MEE question allows 30 minutes; roughly 5 minutes for issue spotting and 25 minutes for writing the answer.
- MPT task types
- Recurring MPT formats include objective memorandum, persuasive brief, client letter, demand letter, contract provision, and opinion letter.
- Article 9 attachment elements
- Attachment requires debtor rights in the collateral, value given by the creditor, and an authenticated security agreement describing the collateral.
- UCC Article 9 perfection methods
- Perfection occurs by filing a financing statement, by possession, by control, or automatically in specified cases.
- Rule 10b-5 elements
- A securities fraud claim requires a material misstatement or omission, scienter, reliance, causation, and damages in connection with a securities transaction.
- Erie doctrine allocation
- A federal court sitting in diversity applies state substantive law and federal procedural law under the Rules of Decision Act and Rules Enabling Act.
- Trusts and estates perpetuities
- Delaware abolished the Rule Against Perpetuities for trusts, permitting dynasty trusts of indefinite duration under Title 12.
- LLC fiduciary duty waiver
- An LLC operating agreement may eliminate fiduciary duties but cannot eliminate the implied contractual covenant of good faith and fair dealing.
- DGCL Section 203 effect
- A business combination with an interested stockholder is barred for three years unless the board approved in advance or an exception applies.
- DGCL Section 271 approval
- A sale of all or substantially all assets requires board approval and majority stockholder approval of outstanding shares.
- DGCL Section 220 inspection
- A stockholder with a proper purpose may inspect books and records limited to documents necessary and essential to that purpose.
- DGCL Section 262 appraisal
- Appraisal rights require perfecting statutory steps, including timely written demand and not voting in favor of the transaction.
- Court of Chancery jurisdiction
- The Court of Chancery hears equitable claims and lacks jurisdiction to award legal damages where an adequate remedy at law exists.
- Clean-up doctrine
- Once equity jurisdiction attaches, the court may decide related legal issues and award legal relief to avoid piecemeal litigation.
- Laches in equity
- Unreasonable delay plus prejudice bars an equitable claim even where the analogous legal limitations period has not expired.
- American Rule in Delaware
- Each party bears its own attorney fees absent a statute, contract, or a recognized equitable exception.
- Corporate benefit doctrine
- Plaintiffs' counsel may recover fees from a fund or benefit conferred on the corporation in derivative litigation.
- Delaware long-arm statute
- 10 Del. C. Section 3104 extends personal jurisdiction to the limits of due process, so analysis moves directly to minimum contacts.
- Delaware recording statute
- Delaware is a notice jurisdiction: a subsequent purchaser without notice prevails over a prior unrecorded interest.
- Delaware adverse possession period
- Adverse possession requires actual, open, notorious, exclusive, and continuous possession for 20 years plus payment of taxes.
- Delaware comparative negligence bar
- Recovery is barred if the plaintiff's negligence exceeds the defendant's; damages are reduced in proportion to plaintiff's fault.
- Delaware personal injury limitations
- The limitations period for personal injury actions is two years, subject to the discovery rule for latent injuries.