Attack Sheet for Florida Bar Exam Corporations

Creating an attack sheet for the Corporations portion of the Florida Bar Exam can be a helpful way to organize your thoughts and ensure that you cover all the necessary topics quickly during the exam. An attack sheet is a condensed outline that focuses on the essential points and common issues that are likely to be tested. It is not a substitute for detailed study materials but a strategic tool to assist during the exam. Here’s a sample attack sheet for Corporations:


**I. Formation and Pre-Incorporation**
– Promoters: Roles, duties, and liabilities for pre-incorporation contracts
– Articles of Incorporation: Required contents, name requirements, incorporator duties
– Bylaws: Purpose, relationship to articles, amendments
– Defective Incorporation: De facto corporations and corporation by estoppel

**II. Piercing the Corporate Veil**
– Factors: Commingling of assets, undercapitalization, failure to follow formalities
– Alter Ego Theory: Single economic entity, shareholder domination
– Florida Specific Considerations: Case law and statutory provisions

**III. Directors and Officers**
– Selection and Removal: Terms, vacancies, removal procedures
– Duties: Duty of Care (Business Judgment Rule), Duty of Loyalty (self-dealing, competing ventures), Duty of Obedience
– Meetings: Notice, quorum, voting requirements
– Conflicts of Interest: Disclosure requirements, interested director transactions
– Indemnification and Liability: Statutory provisions, D&O insurance

**IV. Shareholders**
– Rights: Voting, dividends, inspection
– Meetings: Annual, special, notice, proxies, voting agreements
– Derivative Actions: Requirements, standing, demand
– Oppression: Minority shareholder rights, remedies

**V. Securities**
– Federal vs. State Regulation: Preemption issues, blue sky laws
– Registration Requirements: Exemptions, Florida-specific rules
– Anti-Fraud Provisions: Rule 10b-5, state counterparts
– Civil Liabilities: Remedies, defenses

**VI. Fundamental Corporate Changes**
– Mergers and Consolidations: Approval process, dissenters’ rights
– Sale of Assets: Requirements, shareholder approval
– Dissolution: Voluntary, administrative, judicial

**VII. Corporate Finance**
– Debt vs. Equity: Characteristics, priority
– Types of Stock: Common, preferred, voting rights
– Dividends: Types, restrictions (legal capital, insolvency)
– Share Issuance and Repurchase: Preemptive rights, treasury shares

**VIII. Professional Responsibility**
– Attorney as Director/Shareholder: Conflicts of interest, confidentiality
– Representation of Corporation: Entity as client, duties to different constituencies

**IX. Florida Corporate Statutes and Cases**
– Familiarity with Florida Business Corporation Act (FBCA)
– Noteworthy Florida case law impacting corporation governance and litigation

**X. Miscellaneous Topics**
– Close Corporations: Special rules, shareholder agreements
– Foreign Corporations: Qualification to do business, service of process
– Corporate Records and Reports: Requirements, penalties for noncompliance

Remember, this attack sheet is a starting point and should be customized based on your understanding and the likelihood of certain topics appearing on the exam. It is also essential to practice applying these principles to fact patterns, as the bar exam will test your ability to analyze and apply the law, not just memorize it. Additionally, make sure to stay current with any updates to Florida law, as changes may occur after the knowledge cutoff point for this guide.

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