11 Days to the Bar Exam: 10b5 and 16b

Hello All,

One of the areas that I think may come up on the July 2018 bar exam is the area of Business Organizations. Business Organizations (including Agency and Partnership and Corporations) crosses over very nicely with Professional Responsibility. In addition, you should be aware of some the areas that have not been tested in a very long time and may, as result, be due.

One area stands out from Corporations that the bar examiners have avoided for many years and that is the area of SEC Violations, specifically 10b5 (tipper and tippee liability, corporate pronouncements and misappropriaters) and 16b (short swing profits). This (federal securities law) is an area that has not been tested in several years. As a result, you may want to give it a little more attention just in case. There are past exams as examples of this area, but I do not believe there are any on the bar website (as the exams on the bar website do not go back far enough). So, here is an example of one of the past exams testing federal securities (this essay also tests Professional Responsibility – it works out to be a nice cross-over essay). You can download the sample essay here: Corporations SEC & PR Essay – it can’t hurt to take a look – do not test yourself on this – just review it to see how the examinees answered the question. Also, note how much real estate is given to each issue on the exam. You will want to emulate this coverage (both when coverage is lengthy and when coverage of an issue is brief). I personally prefer Answer B. But, both answer A and B were well above passing and are excellent examples of what the bar examiners want from you.

I recommend reviewing this essay (spend 15 to 20 minutes on it) and spend a few minutes to review Sarbanes-Oxley. It can’t hurt. You can do this over breakfast if you wish. And, if you would rather read something for comic relief – I recommend this blog post by a bar taker – it is quite funny: “A Strongly Worded Letter to the Bar Exam”

For memorization tips and help for what to do in the final days leading up to the exam, check out this post on the Bar Exam Cram and Predictions Package and get your detailed bar exam predictions with corresponding essays and your 10-Day Study Plan today via email today!

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How likely are the California bar examiners to test an SEC essay?

The fact that the SEC rules have not been tested in a very long time could mean one of two things: 1) this area is overdue and therefore very testable or 2) that the bar examiners will continue leaving this area off of the exam. However, I think the former is more likely. You should be aware, if you are not already, that a lot has been written about the continued utility of SEC 16b. However, just because legal commentators are writing about it and suggesting reform does not mean it will not be tested on the bar exam. 16b and 10b5 are still on the list of testable areas for the California bar exam. So, if I were taking the bar exam this July, I would definitely spend a little time on this area to make sure that I know how it is tested on the essay.

What else could come up if Business Organizations is tested?

First of all, anything. However, it is a good idea to know and review some of the frequent flyers. For example, a favorite area of testing in Business Organizations is the area of “a lawyer assisting a non-lawyer in the unlicensed practice of law.” This is tested frequently and is a known favorite of the bar examiners. It comes up typically in the context of a partnership or corporation that is formed between a lawyer and a non-lawyer for the purpose of providing legal services. Problems arise when the “non-lawyer” begins to either share in profits with the lawyer and/or actual completes some or all of the legal work. This area is tested frequently, so be on the look out for an exam like this.

All the best to all who are taking the exam!  You can do it!

Best,

Lisa Duncanson
Program Director/Founder
Bar None Review & Bar Exam Cram Session
www.BarExamCramSession.com

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