Business Associations

Exam Preparation
Professor Damilola S. Olawuyi
 The exam

• In class exam (3 hours) on Sunday, December 02, 2018 (16:00-19:00)

• Exam is composed of four (4) questions, but you will be required to

answer 3 in total (45 minutes each)

• Length limit: none

• Material for the exam

– All material discussed in class, in the syllabus (cases & legislation) and in
PowerPoint slides
– No internet access during examination

Damilola S. Olawuyi. All rights reserved.

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 Exam instructions

1. Permissible material: This is an open book exam. You may use any
materials you want, whether in hardcopy or electronic format.

2. Anonymity: The exams are graded anonymously. Do not put your

name or anything else that may identify you (except for your
student ID number) on the file that contains your answer to the
exam.

3. Receiving and submitting the exam:

a) You must submit your response as a .doc/.docx (Microsoft Word) file e-mailed
to dolawuyi@hbku.edu.qa no later than 19:05 pm. The file name should be
your ID number.

©Damilola S. Olawuyi. All rights reserved.

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 Exam instructions

4. Confidentiality
a) Once you receive this exam question, you are not allowed to
discuss the exam with anyone until after the exam period.

5. “Fact” patterns are fiction: The “facts” presented in this exam were
constructed for an educational purpose, and are not intended to
inform about any real person or event.

6. Assumptions: Unless the exam question specifies otherwise,

assume that the relevant jurisdiction is Qatar

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7. Answering the exam: You should spend a fair amount of time
organizing your thoughts before starting to write. Careful
organization and clarity will be highly valued.

– Cite relevant case and statutory authority. Within the constraints

of the length limit, answer all relevant issues that arise from the
fact pattern, even if your conclusion on one of the issues is
dispositive to other issues.

5 © Amitai Aviram. All rights reserved.

 Tips for the exam

©©Damilola S. Olawuyi. All rights reserved.

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 Tips for the exam
What does the exam test? (IRAC)
1. Ability to correctly spot and identify legal issues
2. Ability to identify the relevant law for analyzing these issues (relevant case law /
legislation)
3. Ability to analyze and apply the law to the relevant facts
4. Providing relevant and logical advise to the client
5. Making succinct analytical arguments (economize on words)
– Use outline form : First, “issue spot” by creating an outline of what issues you
will need to analyze
– Discuss only issues relevant to the question
– Do not reproduce texts of the law
– Abbreviations
• Abbreviations used in my slides [e.g., BoD, EGA, GA, PKC, SH, 3K (=3,000),
2M (=2,000,000), 5B (=5,000,000,000)]
• Abbreviations used in exam fact pattern
• Labeling: Label frequently used, multi-word names/terms
– Reference your earlier analysis (but make sure you are referencing a narrowly
defined text); e.g.:“3. BJR (a) CoI: A majority of the BoD does not have CoI
7 © Damilola S. Olawuyi. All rights reserved
 Tips for the exam
Preparing for the exam
• Know the right format: for memorandum, for just general advise, for
theory or policy questions

• Do practice questions: Practice your issue-spotting skills

• Prepare an outline (or checklist) that facilitates your ability to –

– Notice the legal issues that come up
– Notice legal issues that often come up when another issue is raised (e.g., is it a
partnership <-> is it meant to be a General Assembly or EGA?)
– Find the relevant law improves your outline’s ability to alert you to issues
– What legal and economic factors would you take into account in forming your
opinion
– Copy and paste

8 © Damilola S. Olawuyi. All rights reserved

 Exam prep
Case study: Snap decision
• Authority
– Substantive authority (eg what is the nature of the transaction, can the director
be fired; who may approve the transaction, who must attend the meeting:
Quorum, Notice, Invitation to Department; when must it be done)
– Procedural authority (how must the meeting be convened, how can the
director be fired?)

• Fiduciary duty of care, loyalty and good faith

– Best judgment?
– Negligence ( no due diligence)
– Corporate waste
– Conflict of interest

• When there is fraud, should the veil be lifted to allow personal liability of director?

©Damilola S. Olawuyi. All rights reserved.

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 Exam prep
Practice exam: Etti-cat
• First, “issue spot” by creating an outline of what issues you will need
to analyze

10 © Damilola S. Olawuyi. All rights reserved

 Exam prep
Practice exam: Etti-cat
• Elimination of options
– Is the transaction between RPC & JD a merger, acquisition, dissolution,
liquidation?
– If a merger– Is it legally permissible
– If permissible– how should it be done? What are the notices, quorum, type
of Assembly required
– If not validly done, what are the legal implications. Article 337? Can the
shareholders dismiss her? If yes how (is there an approval process)? Article
118
– If null and void – Is the CEO personally liable? Is there fraud (flaw: self-
dealing - unauthorized benefit)
– If CEO is personally liable – How can she correct the problem or minimize
risk. There must be a legal advise on the way forward

11 ©Damilola S. Olawuyi. All rights reserved.

 Policy questions
What does the exam test?
• Ability to identify the main arguments put forward: group the
arguments into debates or issues: eg role and office of directors in
Qatar; Director’s qualification issue; the director’s liability issue;
director’s responsibility issue?

• Respond to each argument by identifying why it is right or wrong

• What are the policy reasons behind the law under attack?

• Show that if we follow the commentator’s suggestion that policy

reason be defeated or left blank

© Damilola S. Olawuyi. All rights reserved.

12 d.
 Good luck!

©Damilola S. Olawuyi. All rights reserved.

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