HOME MEMBERSHIP CALENDAR JUDICIAL COUNCIL 

FORMS KNOW YOUR 

JUDGES DAILY 

EBRIEFS LA LAWYER






LACBA on Facebook.
LACBA on Twitter.
LACBA on LinkedIn.



  Los Angeles Lawyer
The Magazine of the Los Angeles County Bar Association
 
 

January 2014     MCLE Test and Answer Sheet

Test No. 231: The New LLC

 
 

Instructions for Obtaining MCLE Credit

The Los Angeles County Bar Association certifies that this activity has been approved for Minimum Continuing Legal Education credit by the State Bar of California in the amount of 1 hour. To apply for credit, please follow the instructions.

1. Study the CLE article.

2. Answer the test questions by marking the appropriate boxes. Each question has only one answer.

3. Photocopies of this answer sheet may be submitted; however, this form should not be enlarged or reduced. Mail the answer sheet and the $20 testing fee ($25 for non-LACBA members) to:

Los Angeles Lawyer
MCLE Test
P.O. Box 55020
Los Angeles, CA 90055 

Make checks payable to Los Angeles Lawyer.

4. You can also fill in the test form and submit it directly to LACBA by clicking "Submit." To submit your test answers online you will need to pay by credit card. After submitting your answers you will be presented with a screen requesting payment information. This information will be submitted in a secure mode which will allow you to safely transmit your credit card number over the Internet. If you prefer not to pay by credit card, please print this answer sheet and submit your responses by regular mail.

5. Within six weeks, Los Angeles Lawyer will return your test with the correct answers, a rationale for the correct answers, and a certificate verifying the CLE credit you earned through this self-assessment activity.

6. For future reference, please retain the CLE test materials returned to you.

 
  Test Sheet
 
 

Mark your answers to the test by clicking next to your choice.  All questions must be answered.  Each question has only one answer. This test is worth 1 hour of credit.*  

1. The limited liability company law of which state has a policy of giving maximum effect to the principles of freedom of contract and enforceability of operating agreements?
 A. California.
 B. Delaware.
 C. Both.
 D. Neither.

2. The California Revised Uniform Limited Liability Company Act (RULLCA) permits elimination of the fiduciary duties of the manager.
 True.
 False.

3. The Delaware Limited Liability Company Act (Delaware Act) permits elimination of the fiduciary duties of the manager.
 True.
 False.

4. RULLCA allows an operating agreement to eliminate the contractual duty of good faith and fair dealing of the members.
 True.
 False.

5. The Delaware Act allows an operating agreement to eliminate the contractual duty of good faith and fair dealing of the members.
 True.
 False.

6. Under RULLCA, one element of the duty of care that a manager in a manager-managed LLC has is to refrain from competing with the LLC in the conduct or winding up of the activities of the LLC.
 True.
 False.

7. Under RULLCA, one element of the duty of loyalty that a manager in a manager-managed LLC has is to refrain from acting on behalf of a party having an interest adverse to that LLC.
 True.
 False.

8. RULLCA allows an operating agreement to qualify the duty of loyalty by identifying specific types or categories of activities that do not violate the duty of loyalty, if not manifestly unreasonable.
 True.
 False.

9. Under RULLCA, a member is bound by a provision in the operating agreement modifying the fiduciary duties of the manager even if the member has not signed the operating agreement.
 True.
 False.

10. Unanimous consent of the members of a manager-managed, California LLC is required for the sale of all or substantially all of the property owned by the company:
 A. Under all circumstances.
 B. Even if the operating agreement allows for the sale upon majority approval.
 C. If the operating agreement does not specify what vote is required.

11. Pursuant to RULLCA, unless otherwise specified in the operating agreement, taking of any action outside the ordinary course of the LLC's activities by the manager requires unanimous consent of the members.
 True.
 False.

12. RULLCA defines activities in the "ordinary course" as the day-to-day activities of the company.
 True.
 False.

13. The default rule for the percentage vote required to amend the operating agreement under RULLCA is the same as it was under Beverly-Killea.
 True.
 False.

14. In a manager-managed LLC, the members can remove the manager without cause upon a majority vote.
 True.
 False.

15. A charging order is available as a remedy for judgment creditors of members of an LLC in:
 A. California.
 B. Delaware.
 C. Both.
 D. Neither.

16. California law permits foreclosure on membership interests in a multimember LLC as a remedy against a judgment debtor.
 True.
 False.

17. California law permits foreclosure on membership interests in a single-member LLC as a remedy against a judgment debtor.
 True.
 False.

18. Delaware law permits foreclosure of membership interests in a multimember LLC as a remedy against a judgment debtor.
 True.
 False.

19. Delaware law permits foreclosure of membership interests in a single-member LLC as a remedy against a judgment debtor.
 True.
 False.

20. Under RULLCA, a merger must be approved by unanimous consent of the members of each constituent LLC involved in the merger.
 True.
 False.

Address and Billing

After submitting your answers you will be asked to enter your name, address, and payment information on the next screen. Once you have submitted the current form, you will be switched to a secure mode which will allow you to safely transmit your credit card number over the Internet.

If you do not wish to complete this transaction over the Internet you should print this page and send it to the address listed in Step 3 of the instructions at the top of this page.


 
Before clicking the Submit button, please verify that all questions have been answered. An error message will appear if not all questions are answered.

* The Los Angeles County Bar Association has been approved as a continuing legal education provider of Minimum Continuing Legal Education credit by the State Bar of California. This self-assessment activity will qualify for Minimum Continuing Legal Education credit by the State Bar of California in the amount of one hour.

 


 
   
 

Copyright 2014, Los Angeles Lawyermagazine. All Rights Reserved.

 
   
Los Angeles Lawyer
 
 
 
 
       
   
General Information
 
 
 
 
 
 
 
 
       
   
 
 
 
Online MCLE
 
 
 
 
Plus: Earn MCLE Credit