Attack Sheet for Texas Bar Exam Corporations

Title: Texas Bar Exam Corporations Attack Sheet

I. Introduction to Texas Corporations
A. Definition of a Corporation
B. Characteristics of a Corporation
1. Legal entity status
2. Limited liability for shareholders
3. Perpetual existence
4. Free transferability of shares
5. Centralized management

II. Formation of a Corporation
A. Incorporation Process
1. Selecting a corporate name
2. Filing Articles of Incorporation with the Texas Secretary of State
3. Appointing a registered agent
4. Initial Directors and Organizational Meeting
B. Bylaws
1. Purpose and function
2. Amendment and adoption

III. Corporate Finance
A. Types of Stock
1. Common vs. Preferred
2. Voting rights
B. Issuance of Shares
1. Consideration for shares
2. Preemptive rights
C. Dividends and Distributions
1. Board discretion
2. Restrictions under Texas law

IV. Corporate Governance
A. Directors
1. Role and responsibilities
2. Election and Removal
3. Meetings and Quorum
4. Director’s Duties
a. Duty of Care
b. Duty of Loyalty
c. Business Judgment Rule
B. Officers
1. Appointment and authority
2. Duties and responsibilities
C. Shareholders
1. Meetings and voting
2. Inspection rights
3. Derivative suits

V. Fiduciary Duties
A. Duty of Care
B. Duty of Loyalty
1. Conflicts of Interest
2. Corporate Opportunity Doctrine
C. Defenses and Protections
1. Good Faith Reliance
2. Ratification
3. Indemnification

VI. Fundamental Corporate Changes
A. Mergers and Consolidations
1. Approval process
2. Appraisal rights
B. Sale of Assets
1. Requirements for sale outside the regular course of business
C. Dissolution
1. Voluntary vs. Involuntary
2. Winding up and distribution of assets

VII. Piercing the Corporate Veil
A. Factors considered
1. Alter ego theory
2. Fraud or improper conduct
B. Consequences of piercing

VIII. Securities Regulation (Brief Overview)
A. Federal vs. Texas securities laws
B. Registration and Exemptions
C. Antifraud provisions

IX. Professional Responsibility and Ethics
A. Duty to avoid conflicts of interest
B. Confidentiality and attorney-client privilege
C. Competence and diligence in representation

X. Practice and Review Questions
A. Hypothetical scenarios
B. Multiple-choice questions
C. True/false statements

XI. Conclusion
A. Recap of Key Topics and Principles
B. Final Tips for Applying Knowledge to the Bar Exam

Please note that this attack sheet provides a high-level overview of the key topics in Texas corporate law that are commonly tested on the Texas Bar Exam. However, to develop a deeper understanding and be well-prepared for exam questions, you should review the Texas Business Organizations Code, relevant case law, and other detailed study materials. This guide should be supplemented with more comprehensive outlines, case briefs, practice questions, and other bar prep resources for a successful bar examination outcome.

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