Instructions:
This is an open book examination. You may refer to all materials you have used over the course of the semester, including the casebook and its supplement and all notes and outlines you have prepared. You may also use secondary sources, but note that some study guides may address issues in a manner that goes beyond the scope of this course and therefore will not help you on the exam. Internet research is permitted, but you shouldn’t need it and you may find it gives the law of different jurisdictions or is otherwise unreliable – your in-class notes and self-prepared outlines will be more helpful.
You may cut and paste from your own notes or materials you have prepared in connection with this course, you may cut and paste from statutes and cases, and you may cut and paste from Reed’s summaries, but you may not cut and paste from materials written by others.
All exam answers are subject to examination with software that compares the exam answer to content on the Internet, including content generated by artificial intelligence tools (e.g. ChatGPT). Use of AI tools such as ChatGPT is prohibited.
Citation to cases and statutes is permitted but (a) it not expected, and (b) it will not improve your score. Citing to an incorrect statute or case will lower your score.
You will have 12 hours to complete this self-scheduled exam. Ordinarily, this would be a three hour exam – and although the time limit is 12 hours, I do not intend for it to take more than 3 hours to complete. The 3 questions on the exam will be weighted in accordance with their suggested times.
In answering each question, use common sense and be concise. Do not spend too much time on easy or trivial issues at the expense of harder ones. If you do not know relevant facts or must make factual assumptions, indicate what you have assumed and why. Do not, however, assume away the question. Discuss all plausible lines of analysis, including presenting theories under alternate rules where applicable. Focus on the call of the question and do not spend valuable effort answering questions that have not been asked.
Unless the question directs otherwise, you should assume that the relevant jurisdiction follows (i) the Revised Uniform Partnership Act (1997), (ii) the Delaware General Corporation Law, (iii) the Uniform Limited Liability Company Act (1997), and (iv) the common law of agency, partnership, and corporations, treating the decisions in your casebook and the Restatement of the Law (Third) of Agency as illustrative of the common law. In all questions, ignore potential securities law and tax consequences.
Please do not include your name in your exam answer file as the exams are graded anonymously.