This guide focuses on library and internet resources for researching or studying Business Associations (including Agency) for the NextGen Bar exam.
You will find suggested secondary sources, print or online study aids, and other subject-specific materials. If you have any questions about locating these materials, please ask a law librarian, we are here to help.
Topics in this outline will be tested using tasks from the Foundational Skills outline. Questions may test topics from more than one subject area.
Examinees may expect that some questions will be presented with legal resources. When legal resources are provided within the test, the examinee will be expected to demonstrate their ability to efficiently analyze and apply the legal resources to answer the question or questions.
Within this outline, there are two types of topics:
Topics with a star symbol* Topics followed by a star symbol require an examinee to rely solely on recalled knowledge and understanding of the topic; they will be tested without provision of legal resources.
Topics without a star symbol Topics without a star symbol may be tested with or without provision of legal resources. When these topics are tested without legal resources, the examinee is expected to rely on recalled knowledge and understanding that will enable the examinee to demonstrate recognition that the topic is at issue in the fact scenario.
Where the applicable law is noted in this outline, that law is controlling. In all other cases, if specific statutory rights and remedies are tested, the applicable legal resources will be provided.
If a particular topic’s scope is described in this outline, that does not indicate greater importance or testing frequency of the topic.
I. Agency and authority
A. Creation*
B. Agent’s authority to bind principal
1. Actual authority*
2. Apparent authority*
C. Agent’s fiduciary duties to principal
1. Duty of care*
2. Duty of loyalty*
D. Termination*
II. Vicarious liability of principal for acts of agent *
This topic includes the doctrines of respondeat superior and vicarious liability, as well as joint
venture liability. This topic also includes distinctions between employees and independent
contractors. See also Torts II.F. Liability for acts of others.
III. Formation, management, and control of general partnerships
This topic includes the de facto treatment of improperly created corporations and limited
liability companies as general partnerships, as well as the authority of general partners to
manage the partnership.
IV. Formation of corporations and limited liability companies
A. Corporations
1. Incorporation documents
2. Bylaws
3. Amendments to incorporation documents and bylaws
B. Limited liability companies
1. Certificate of organization
2. Operating agreement
3. Amendments to certificate of organization and operating agreement
V. Corporate promoters: pre-organization contracts and fiduciary duties
VI. Management and control of corporations and limited liability companies
A. Corporations
1. Powers and rights of shareholders
This topic includes classes of shares (preferred and common) and the requirements for annual meetings (notice and quorum).
2. Powers and rights of directors
This topic includes the requirement for directors’ meetings (notice and quorum) and action by committee.
3. Powers and rights of officers
B. Powers and rights of members and managers of limited liability companies
VII. Fiduciary duties within business associations
A. Fiduciary duties of general partners*
B. Fiduciary duties of corporate officers and directors*
C. Fiduciary duties of limited liability company members and managers*
VIII. Shareholder and member litigation
This topic includes understanding who is suing whom in direct and derivative litigation.
IX. Liability rules related to business associations
A. Liability of general partners under the Revised Uniform Partnership Act (1997)*
B. Liability of corporate officers and directors under the Model Business Corporation Act (2016)*
C. Liability of limited liability company members and managers under the Uniform
Limited Liability Company Act (2013)*
D. Piercing the veil *