Business Associations Study Guide

Agency Formation and Authority

Covers actual, apparent, and implied authority; ratification; and agency relationships essential for all business entity questions.

Agent and Principal Duties and Liabilities

Examines fiduciary duties, tort and contract liability, and undisclosed principal doctrine frequently tested on MBE.

General Partnership Formation and Operations

Addresses RUPA provisions on partnership formation, property rights, management, and partner authority binding the partnership.

Partnership Fiduciary Duties and Liability

Covers partners' duties of care and loyalty, joint and several liability, and indemnification rights.

Partnership Dissociation and Dissolution

Examines events triggering dissociation, winding up procedures, and continuing business after partner departure under RUPA.

Limited Partnerships and Limited Liability Partnerships

Distinguishes LP and LLP structures, limited partner liability protections, and control rule implications for exams.

Limited Liability Companies

Covers LLC formation, operating agreements, member management versus manager management, and liability shield protections.

Corporate Formation and Pre-Incorporation Transactions

Addresses incorporation requirements under RMBCA, promoter liability, de facto corporations, and corporation by estoppel doctrines.

Corporate Governance and Director Fiduciary Duties

Examines duty of care, duty of loyalty, business judgment rule, and corporate opportunity doctrine.

Shareholder Rights and Derivative Actions

Covers voting rights, inspection rights, derivative suit requirements, demand futility, and special litigation committees.

Piercing the Corporate Veil and Securities Regulation

Addresses veil piercing factors, alter ego liability, Rule 10b-5 fraud, and insider trading fundamentals.

Fundamental Corporate Changes and Proxy Rules

Examines mergers, asset sales, dissolution, appraisal rights, proxy solicitation requirements, and shareholder proposal rules.