New York Law Exam Questions With
Correct Answers A+ Grade
what does due process require for agency adjudiciations - CORRECT ANSWER -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)
is mere assertion of a violation of a constitutional right alone enough to fit into the exception
for administrative exhaustion - CORRECT ANSWER -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
what are statutory exceptions for shareholder voting - CORRECT ANSWER -(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
what is a quorum for corporate business - CORRECT ANSWER -majority of entire board unless
certificate/bylaws select something less but not less than 1/3 or more
how are officers removed - CORRECT ANSWER -removed by board with or without cause; by
sharedholders with or without cause if elected by shareholders but board can suspend officer's
authority
what is the business judgment rule - CORRECT ANSWER -officers and director must perform
their duties in good faith and with the degree of care which an ordinarily prudent person 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/public
accountans present (3) board commitee presents
what happens if an LLC does not comply with publication requirements - CORRECT ANSWER -
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 defending actions brought
against it/impair validity of contract or make member/manager liable for LLC's obligations
who may form either professoinal serviice LLC with other professions - CORRECT ANSWER -
professional engineering, archiitecture, landscape archiitecture, land surveying or geology
what formation requirements to PLLCs have - CORRECT ANSWER -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
how does liability work for limited partners in LP - CORRECT ANSWER -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
agency power to make rules - CORRECT ANSWER -legislature may endow administrative
agencies with the power to fill in the gaps in the legislative product by prescribing rules and
regulations consistent with the enabling legislation
how specific must agency's power to make rules be? - CORRECT ANSWER -There does not
need to be a specific and detailed legislative expression authorizing a particular administrative
act, as long as (1) the basic policy decision has been articulated by the legislature, (2) the
administrative
rule or regulation is not inconsistent with the statutory language or its underlying purpose, and
, (3) the administrative agency is not engaging in broad-based policy determinations
Rulemaking requirements under State Administrative Procedure Act - CORRECT ANSWER -(1)
submit notice of the proposed rule to the Secretary of State for Publication in the State Register
and (2) afford the public an opportunity to submit written comment
what must the notice under the SAPA include - CORRECT ANSWER -(1) a statement of the
authority for the rule; (2) a complete text of the proposed rule or a description of the rule and
the website where the text is posted if too long, (3) a regulatory impact statement and flexibility
analysis and (4) the date, time, and place of any public hearings
when is a public hearing required under SAPA - CORRECT ANSWER -not required before the
adoption of a rule unless a statute specifically requires a hearing
What must happen for a rule to be effective? - CORRECT ANSWER -rule is not effective until it is
filed with the Secretary of State and the notice of adoption is published in the State register
any exceptions for the process for rules to be effective? - CORRECT ANSWER -if it is an
emergency rule or if it has a different statutory procedure
what must the notice of adoption include - CORRECT ANSWER -similar to the information
required in the notice of the proposed rule and the date of the rule and an assessment of the
public comments received
what does NYCRR contain - CORRECT ANSWER -a published compilation of the rules and
regulations of all state agencies
what is an agency adjudication - CORRECT ANSWER -any activity, other than rule-making or
employee discipline, in which a determination is required by law to be made only on the record
and after a hearing
Correct Answers A+ Grade
what does due process require for agency adjudiciations - CORRECT ANSWER -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)
is mere assertion of a violation of a constitutional right alone enough to fit into the exception
for administrative exhaustion - CORRECT ANSWER -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
what are statutory exceptions for shareholder voting - CORRECT ANSWER -(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
what is a quorum for corporate business - CORRECT ANSWER -majority of entire board unless
certificate/bylaws select something less but not less than 1/3 or more
how are officers removed - CORRECT ANSWER -removed by board with or without cause; by
sharedholders with or without cause if elected by shareholders but board can suspend officer's
authority
what is the business judgment rule - CORRECT ANSWER -officers and director must perform
their duties in good faith and with the degree of care which an ordinarily prudent person 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/public
accountans present (3) board commitee presents
what happens if an LLC does not comply with publication requirements - CORRECT ANSWER -
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 defending actions brought
against it/impair validity of contract or make member/manager liable for LLC's obligations
who may form either professoinal serviice LLC with other professions - CORRECT ANSWER -
professional engineering, archiitecture, landscape archiitecture, land surveying or geology
what formation requirements to PLLCs have - CORRECT ANSWER -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
how does liability work for limited partners in LP - CORRECT ANSWER -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
agency power to make rules - CORRECT ANSWER -legislature may endow administrative
agencies with the power to fill in the gaps in the legislative product by prescribing rules and
regulations consistent with the enabling legislation
how specific must agency's power to make rules be? - CORRECT ANSWER -There does not
need to be a specific and detailed legislative expression authorizing a particular administrative
act, as long as (1) the basic policy decision has been articulated by the legislature, (2) the
administrative
rule or regulation is not inconsistent with the statutory language or its underlying purpose, and
, (3) the administrative agency is not engaging in broad-based policy determinations
Rulemaking requirements under State Administrative Procedure Act - CORRECT ANSWER -(1)
submit notice of the proposed rule to the Secretary of State for Publication in the State Register
and (2) afford the public an opportunity to submit written comment
what must the notice under the SAPA include - CORRECT ANSWER -(1) a statement of the
authority for the rule; (2) a complete text of the proposed rule or a description of the rule and
the website where the text is posted if too long, (3) a regulatory impact statement and flexibility
analysis and (4) the date, time, and place of any public hearings
when is a public hearing required under SAPA - CORRECT ANSWER -not required before the
adoption of a rule unless a statute specifically requires a hearing
What must happen for a rule to be effective? - CORRECT ANSWER -rule is not effective until it is
filed with the Secretary of State and the notice of adoption is published in the State register
any exceptions for the process for rules to be effective? - CORRECT ANSWER -if it is an
emergency rule or if it has a different statutory procedure
what must the notice of adoption include - CORRECT ANSWER -similar to the information
required in the notice of the proposed rule and the date of the rule and an assessment of the
public comments received
what does NYCRR contain - CORRECT ANSWER -a published compilation of the rules and
regulations of all state agencies
what is an agency adjudication - CORRECT ANSWER -any activity, other than rule-making or
employee discipline, in which a determination is required by law to be made only on the record
and after a hearing
