...ontrasts ordinary-course authority with extraordinary transactions in LLC management. Revised Uniform Limited Liability Company Act principles, Agency principles for entity authority
Citations: Revised Uniform Limited Liability Company Act principles, Agency principles for entity authority
StoneMill LLC has four members and operates a profitable bakery. Its operating agreement states that no member may withdraw during the first two years except with unanimous consent, and that the LLC dissolves only upon u...
Citations: Revised Uniform Limited Liability Company Act principles
...ility company has members who are citizens of States A, B, and C. The LLC was organized in State D and has its headquarters in State E. What is the LLC's citizenship for diversity purposes? The correct answer states the...
Citations: Carden v. Arkoma Associates, Section 1332 diversity principles
A member of an LLC gives notice that she withdraws as a member. The operating agreement does not say that withdrawal dissolves the LLC. Which statement is most accurate? The correct answer states the key distinction betw...
Citations: Revised Uniform Limited Liability Company Act principles
...One issue appears more complex than the other. What is the best time-management strategy? The correct answer describes how to manage multiple assigned issues. NCBE MPT preparation materials
Citations: NCBE MPT preparation materials
...ers want to operate through a limited liability company. When does an LLC generally come into legal existence? The correct answer states the basic statutory formation trigger for an LLC. Revised Uniform Limited Liability...
Citations: Revised Uniform Limited Liability Company Act principles
...new product line after reviewing market studies, asking questions of management, and discussing the risks. The product failed and caused a substantial loss. A shareholder sues the directors for breach of the duty of car...
Citations: Model Business Corporation Act director standards
...ted board studies three expansion options for several weeks, consults management and outside advisers, and selects one. The option later fails. Which statement best describes the directors' likely fiduciary-duty defense?...
Citations: General corporate fiduciary-duty principles
A judgment creditor of an LLC member seeks to collect from the member's LLC interest. What is the usual effect of a charging order? The correct answer describes the usual limited remedy of a charging order. Revised Unifo...
Citations: Revised Uniform Limited Liability Company Act principles
A lease stated, "Tenant: Harbor Books LLC." It was signed, "Harbor Books LLC, by Elena Park, Manager." Elena had authority from Harbor Books LLC to sign the lease. After Harbor Books LLC missed rent payments, the landlor...
Citations: Restatement (Third) of Agency section 6.01
A lender makes a loan to an LLC. One member signs the note on behalf of the LLC and also signs a separate section labeled "personal guaranty." Which statement is most accurate? The correct answer recognizes that the liab...
Citations: General limited-liability entity principles
...ed partner suspects that the general partner has been paying inflated management fees to an affiliate. The limited partner asks for recent financial statements, capital-account records, and contracts with the affiliate f...
Citations: Uniform Limited Partnership Act principles
A manager-managed LLC has three passive members and one appointed manager. The manager approves a related-party services contract without disclosure. Which statement is most accurate about fiduciary duties? The correct a...
Citations: Revised Uniform Limited Liability Company Act principles
A member sells "my LLC interest" to an investor. The operating agreement requires unanimous consent to admit a new member, and the other members do not consent. What rights does the investor generally receive? The correc...
Citations: Revised Uniform Limited Liability Company Act principles
A member-managed LLC operates a small landscaping business. One member signs a routine contract to buy mulch for current jobs. Which statement best describes the member's authority? The correct answer states the ordinary...
Citations: Revised Uniform Limited Liability Company Act principles
..." after being injured on a ship. The proper owner was "Harbor Cruises LLC," which used the same claims office and received the complaint within the Rule 4(m) service period. Internal emails show the LLC knew the plaintif...
Citations: Fed. R. Civ. P. 15(c), Fed. R. Civ. P. 4(m), Krupski v. Costa Crociere S.p.A.
Amara sued Delta Drones, Inc. and LiftPoint LLC in federal district court, invoking diversity jurisdiction. Amara has lived in State A for six years, owns a home there, votes there, and intends to remain there. Delta Dro...
Citations: 28 U.S.C. 1332, Hertz Corp. v. Friend, Carden v. Arkoma Associates
An LLC defaults on an ordinary supplier invoice. The supplier sues a member personally solely because the person owns a membership interest. Which statement is most accurate? The correct answer states the basic member li...
Citations: Revised Uniform Limited Liability Company Act principles
An LLC's members vote to distribute nearly all company cash while several large invoices are due next week. Which statement best describes a statutory limit on LLC distributions? The correct answer states the usual statu...
Citations: Revised Uniform Limited Liability Company Act principles
An LLC's operating agreement and filed statement identify it as manager-managed. A passive member, who is not a manager, signs a new supplier contract without approval. Which statement is most accurate? The correct answe...
Citations: Revised Uniform Limited Liability Company Act principles
BlueCrate LLC was formed to sell custom storage boxes. Its two members each contributed $500, kept no separate bank account for the first six months, and paid personal expenses from customer receipts. One member, Luis, s...
Citations: Revised Uniform Limited Liability Company Act principles, General limited-liability entity principles
Copper Trail LLC is manager-managed. Its operating agreement states: "Members and managers may own outside businesses, but all company transactions must be conducted in good faith." The agreement does not specifically ad...
Citations: Revised Uniform Limited Liability Company Act principles, NCBE MEE Business Associations outline
HarborBio, a State G corporation, sued MedPort LLC in the federal District of State G for breach of a research-services contract. Venue is proper in State G because MedPort is subject to personal jurisdiction there and b...
Citations: 28 U.S.C. 1404(a)
...corporate counsel interviewed lower-level accounting employees after management discovered possible revenue-recognition errors. Counsel told the employees the interviews were confidential and were being conducted so cou...
Citations: Fed. R. Civ. P. 26(b)(1), Fed. R. Civ. P. 26(b)(5), Upjohn Co. v. United States
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