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Corporations

100

Which of the following tasks can a committee of a Florida corporation properly perform?

Answers:

1. Select, compensate, and oversee the corporation's outside auditors.
2. Fill vacancies on the board of directors.
3. Adopt, amend, or repeal bylaws.
4. Approve, recommend to shareholders, or propose to shareholders actions that statutorily require shareholder approval.

A

200

A corporation would like to reorganize as an S corporation to avoid double taxation. Which of the following would prevent the corporation from qualifying to elect S corporation status? 

I. The corporation has 51 shareholders. 

II. The corporation has both common and preferred stock. 

III. Sixty percent of the shareholders have voted in favor of organizing as an S corporation.

II and III only 

300

Which of the following statements regarding a controlling shareholder is not true?

Answers:

1. A shareholder must own 50 percent of a corporation's shares, plus one, to be a controlling shareholder.
2. A controlling shareholder may owe fiduciary duties to minority shareholders when selling her interest to an outsider.
3. A corporation that required a two-third supermajority of shares to approve a motion can effectively grant control to a minority shareholder.
4. A controlling shareholder may owe a fiduciary duty to minority shareholders when receiving a distribution denied to other shareholders.

A

400

The Moneymakers Corporation enacted its bylaws, which were properly adopted by the Board of Directors in accordance with Florida law. Within the bylaws, the corporation established a committee comprised of members appointed by the board to perform a variety of tasks associated with running the corporation. Which of the following provisions are permissible to include in the bylaws?

Answers:

1. The committee may repeal the bylaws.
2. The committee may fix the terms of a distribution.
3. The committee may recommend that the corporation engage in a merger.
4. The committee may fill vacancies on the board.

B

500

JOHN DALY DOUBLE

Which of the following is not required to be in a Florida corporation's annual report to the Department of State?

1. The name and address of all registered agents.
2. The corporation's tax identification number.
3. The corporation's annual revenues.
4. The names and addresses of all directors.

C 

Torts

100

Special landowner defenses 

Open and Obvious Conditions 

Transitory Foreign Substances 

200

Florida does not allow Joint and several liability unless 

Indivisible Injury 

300

Medical Malpractice: 

Florida requires pre-suit investigation by the plaintiff and __ days pre-suit notice to the medical provider and his/her insurance company, and sworn affidavit by an expert

90 

400

Punitive damages are only available for _____ ______ or ______ ________

Gross negligence 

Intentional Torts 

500

JOHN DALY DOUBLE 

Matt's friend invited him to play a round of golf at the friend's country club.  Intending to hit the ball into the middle of the fairway of the fifth hole, Matt accidentally hit the ball with the shaft of the golf club rather than the club face.  The ball hooked to the left and landed in the rough, a few feet away from the fence of one of the homes bordering the golf course.  Unbeknownst to Matt, the area where his ball landed actually belonged to the owner of the home, June, not the golf course.

June saw Matt hit the ball onto her property and subsequently filed suit for damages against him based on trespass.

Is June likely to succeed?

1. No, because the golfer himself did not enter the homeowner's property.
2. No, because the golfer lacked the intent to cause a physical invasion of the homeowner's property.
3. Yes, because the golf ball struck by the golfer physically invaded the homeowner's property.
4. Yes, because the golfer intentionally hit the golf ball that landed on the homeowner's property.

B

Property

100

3 Types of Present estates and 4 Types of Future interests 

Present: Fee Simple, Defeasible Fee, Life Estate 

Future: Reversion, Remainders, Executory Interests, Possibility of Reverter (power of termination) 

200

SOF exception for sale of land in Florida 

Payment, Improvements, Possession 

300

Essential terms for a land sale contract 

Parties, Property, Price 

400

Florida does not require a "_______ _____" to create a joint tenancy 

Straw Man 

500

A widow executed a will in which she left her house to her son and the remainder of her estate to her daughter.  The house was subject to a purchase-money mortgage at the time of the widow's death, the unpaid portion of which was nearly equal to the value of the residuary estate.  The son now demands that the personal representative of the estate use the residuary estate to pay off the mortgage.  The will contains a general provision for the payment of all the testator's debts, but not a specific provision authorizing the payment of the outstanding balance of the mortgage.

The jurisdiction follows the common law.

Should the personal representative accede to the son's demand?

1. No, because the doctrine of satisfaction does not apply to a specific devise.
2. No, because the mortgage is a purchase-money mortgage.
3. Yes, because the son has a right to the exoneration of the mortgage.
4. Yes, because the will contains a general provision for the payment of the testator's debts. (Correc

C

Crim

100

The defendant has the burden to prove insanity by 

Clear and convincing evidence 

200

Burglary in Florida 

Entering or remaining any structure with the intent to commit any crime 

300

2 Definitions of a search 

(1) Reasonable expectation of
(2) Privacy, and Trespass onto a constitutionally protected area 

400

JOHN DALY DOUBLE

Define Recklessly 

Conscious disregard of a substantial unjustifiable risk 

500

An impermissibly ( or unnecessarily) suggestive lineup with a substantial likelihood of misidentification leads to suppression of out of court ID. It also excludes in- court ID unless witness got a good look at time of crime ( “nonetheless reliable”), the court will consider _________. (Name the 3 of the 5 factors) 

(Hint: ODALL) 

Opportunity to view 

Degree of attention 

Accuracy of original witness description 

Level of certainty 

Length of time between crime and ID 

CON (FL and Fed)

100

Floridas equal protection clause is found under the Florida Constitutions _________ rights clause 

Basic Rights 

200

Access to courts: Courts must be open for redress of any injury without ______, _______, or _________

Sale denial or Delay 

300

The Florida Supreme Court has original jurisdiction over the 3 C's. What are the 3 C's 

Conflicts between districts 

Certified question 

Law declared unConstitutional 

400

Voters in Florida are called _____________ . The qualifications for electors are: 

Electors 

18, US Citizen, Permanent resident of Florida, Registered to vote 

500

Define Obscenity 

Sexy, Sick and No SLAPS 

Appeals to prurient interests, Patently offensive, No serious literary, artistic, political, social value