New York Law Exam Questions and Answers

New York Law Exam Questions and Answers 1. what does due process require for agency adjudiciations: under NY and fed. constitution--(1) short and plain statement of the matters asserted, (2) an opportunity for a hearing within a reasonable time, (3) reasonable notice of such hearing, (4) opportunity to present written argument on issues of law and evidence on issues of fact (SAPA 301) 2. is mere assertion of a violation of a constitutional right alone enough to fit into the exception for administrative exhaustion: no. if a constitutional claim hinges on factual issues, the necessary record must be established at the adminsitrative level and if the underlying statute provides an exclusive adminsitrative remedy, the futility and irreparable injury exceptions do not apply 3. what are statutory exceptions for shareholder voting: (1) approval of an amendment to the certificate of incorporation and authorization of a shareholders' petition for judicial dissolution requires the vote of a majority of all outstanding shares entitled to vote (2) approval of a merger or consolidation, approval of any sale, lease, exchange or other disposition of all or substantially all of the assets of the corporation (not made in regular course of business) requires (post 1998/in certificate) majority of votes outstanding or (pre-1998) 2/3 of shares 4. what is a quorum for corporate business: majority of entire board unless certificate/bylaws select something less but not less than 1/3 or more 5. how are officers removed: removed by board with or without cause; by shared- holders with or without cause if elected by shareholders but board can suspend officer's authority 6. what is the business judgment rule: officers and director must perform their duties in good faith and with the degree of care which an ordinarily prudent per- son in a like position would use under similar circumstances and may rely on all info/opinions/reports/statements (1) officers or employees present (2) counsel/pub- lic accountans present (3) board commitee presents 7. what happens if an LLC does not comply with publication requirements: - authority of LLC to conduct business within the state is suspended and the LLC is unable in to maintain any actiion in its name. but does not preclude LLC from defend- ing actions brought against it/impair validity of contract or make member/manager liable for LLC's obligations 8. who may form either professoinal serviice LLC with other professions: - professional engineering, archiitecture, landscape archiitecture, land surveying or geology 9. what formation requirements to PLLCs have: same as those for LLC-- fling artilces of org with Sec. of State with certain detailed info with proper publication and operating agreement; also need certifiicates of authority for the licensed individuals issued by the licensing authority 10. how does liability work for limited partners in LP: limited partners are not personally liable for obligations of the partnership and may not participate in the management of the limited partnership's business without potentially losing their limited liability status with regard to persons who transact business with the limited partnership reasonably believing that the limited partner is a general partner