How is a Corporations attack outline different from your master outline?
Your master outline stores rules. Your attack outline answers questions under time pressure. In Corporations the questions are almost always the same three: what kind of claim is this, who can bring it, and what standard of review applies. If your attack outline does not resolve those three in under a minute, it is a condensed master outline wearing a costume.
The structural feature that makes Corporations different from Torts or Contracts is that the standard of review does most of the work. The same board decision can be nearly unreviewable under the business judgment rule or nearly indefensible under entire fairness, and the difference turns on a handful of facts about interest, independence, process, and who approved what. Your outline should therefore be organized around the burden-shifting sequence, with the doctrine hanging off it, rather than organized around your syllabus.
The second feature is that Corporations is heavily statutory. Delaware General Corporation Law provisions and the Model Business Corporation Act analogues are not background; they are often the answer. Reserve a column or a margin for the section number so you cite the statute before you reach for a case.
What goes on page one?
Page one is triage. Before any duty analysis, force yourself through four gates, each with a single controlling authority.
Write these as questions with arrows, not as headings. On the exam you will read the call, hit page one, and know within thirty seconds which module you are in.
- Is the harm to the corporation or to the stockholder individually? Tooley v. DLJ: who suffered the harm and who would receive the recovery. Dilution and most waste claims are derivative; voting-rights and contractual-share claims are usually direct.
- If derivative, was demand made or excused? Run the Zuckerberg three-part test director by director (material personal benefit; substantial likelihood of liability; lack of independence from someone in either category), and note whether a special litigation committee under Zapata is in play.
- Who is the defendant and what duty do they owe? Directors and officers owe care and loyalty; controlling stockholders owe fiduciary duties when they stand on both sides or extract a non-ratable benefit; ordinary stockholders owe nothing.
- Is there a threshold statutory bar or gateway? Exculpation under DGCL §102(b)(7), advancement and indemnification under §145, books-and-records inspection under §220, appraisal under §262, standing rules including the contemporaneous-ownership requirement.
How do you build the standard-of-review flowchart?
This is the center of the outline and deserves two facing pages. Start with the presumption. The business judgment rule presumes the directors acted on an informed basis, in good faith, and in the honest belief the action was in the corporation's best interests. Aronson v. Lewis gives you the vocabulary. Then list every path off the presumption.
Duty of care: the plaintiff must show gross negligence in the decision process, which is what Smith v. Van Gorkom is for — no valuation, no reading of the merger agreement, two hours. Immediately add the kill switch: if the charter has a §102(b)(7) provision, a duty-of-care damages claim against directors is exculpated, so a plaintiff must plead loyalty or bad faith. Note that Delaware amended §102(b)(7) in 2022 to permit exculpation of certain officers, with carve-outs including derivative claims.
Duty of loyalty: split into interested transactions, corporate opportunity, and oversight. For self-dealing, run the DGCL §144 safe harbor (informed approval by disinterested directors, informed stockholder approval, or fairness), and note that Delaware substantially rewrote §144 by statute in 2025 — ask your professor which version the exam tests. For corporate opportunity, use Guth v. Loft's line-of-business, interest-or-expectancy, and financial-capacity factors as refined in Broz v. Cellular Information Systems, plus charter waiver under DGCL §122(17). For oversight, use In re Caremark and Stone v. Ritter (utter failure to implement a reporting system, or conscious disregard of red flags, as a bad-faith subset of loyalty), and Marchand v. Barnhill for mission-critical risk.
Entire fairness: triggered when a majority of the board is interested or not independent, or when a controller stands on both sides. Weinberger v. UOP gives fair dealing plus fair price as one unified inquiry. Then chart the cleansing devices: Kahn v. M&F Worldwide's dual protections (independent, empowered special committee plus majority-of-the-minority vote, both conditioned up front), and Corwin cleansing by a fully informed, uncoerced vote of disinterested stockholders in non-controller deals. Note that Delaware's treatment of controller transactions moved recently — In re Match Group extended MFW conditions to controller transactions generally, and the 2025 DGCL amendments then supplied statutory safe harbors.
Enhanced scrutiny: Unocal for defensive measures (reasonable perception of threat plus proportionate response, with Unitrin's range-of-reasonableness gloss), Revlon when the board embarks on a change-of-control transaction or breakup, and the entrenchment line running from Blasius through Coster v. UIP Companies, where the Delaware Supreme Court folded compelling-justification review into the Unocal framework for board action affecting the franchise.
Which modules get their own one-page element list?
Some Corporations topics are not standard-of-review problems at all. They are checklists, and checklists belong on their own pages so you do not try to force them through the fiduciary flowchart.
Give one page each, with elements numbered and the fact triggers written in the margin.
- Rule 10b-5: material misrepresentation or omission, scienter (Ernst & Ernst v. Hochfelder: negligence is not enough), in connection with a purchase or sale (Blue Chip Stamps), reliance, economic loss, loss causation (Dura Pharmaceuticals). Materiality from TSC Industries v. Northway and Basic v. Levinson; fraud-on-the-market presumption from Basic as modified by Halliburton II.
- Insider trading: classical theory (Chiarella, Dirks personal-benefit test, Salman), misappropriation (O'Hagan), Rule 14e-3 for tender offers, and Regulation FD/Rule 10b5-1 if covered.
- Section 16(b): statutory insider, equity security of a registered issuer, purchase and sale within six months, mechanical disgorgement regardless of intent.
- Proxy regulation: §14(a) and Rule 14a-9, materiality and causation from Mills v. Electric Auto-Lite and Virginia Bankshares v. Sandberg, plus Rule 14a-8 shareholder proposals.
- Veil piercing: unity of interest plus fraud or injustice, with Walkovszky v. Carlton, Sea-Land Services v. Pepper Source, and Kinney Shoe v. Polan as the fact patterns your professor probably used.
- Formation and structure: promoter liability and adoption, ultra vires under DGCL §124, charter amendments, §251 mergers, §271 sale of substantially all assets, and appraisal under §262.
How do you handle the Delaware versus MBCA problem?
This genuinely varies by school, and the variation is driven by your professor's casebook, not by anything in the law. Most Corporations courses are Delaware-centric because the case law is richer, but many use the MBCA for statutory mechanics, and some teach both side by side. Ask directly what governs on the exam, and if the answer is both, build a two-column layout on the pages where they diverge.
The divergences worth columns are narrow. Conflicting-interest transactions: DGCL §144 versus MBCA subchapter 8.60 through 8.63, which defines qualified directors and gives a cleaner safe harbor. Director liability standards: Delaware's gross-negligence-plus-exculpation structure versus MBCA §8.30 and the liability standards in §8.31. Demand: Delaware excuses futile demand, while MBCA §7.42 imposes universal demand with a ninety-day wait. Appraisal and dissenters' rights, and the market-out exception, also differ.
Everywhere else, do not build parallel structures. Caremark-style oversight, Revlon, and Unocal are Delaware constructs and you should analyze them as such.
What should the finished document actually look like?
Aim for 8 to 15 printed pages. Every entry should be a prompt plus a consequence: 'Board approved merger with 40% stockholder → controller? → both MFW conditions from the start? → if no, entire fairness, defendants bear burden.' Prose paragraphs are a sign you are still summarizing.
Add two things students routinely omit. First, a remedies line under each claim — rescission, rescissory damages, disgorgement, quasi-appraisal, injunction, fee-shifting for corporate benefit — because points sit there and are cheap to collect. Second, a short list of facts that flip outcomes: how long the board deliberated, whether an investment banker's fee was contingent, whether the special committee could say no and hire its own advisors, whether the proxy disclosed the conflict, whether the controller threatened retribution.
If your exam is open book, print it and tab it by module. If it is closed book, the outline's job changes: you are building it to memorize the sequence, and you should shrink it to two pages of trigger words after you can run the trees from memory.
How do you know it works?
Test it against a past exam before the exam. Take an old fact pattern, close everything except the attack outline, and write. Every time you have to stop and think about which branch you are on, that spot in the outline is broken — usually because you wrote a rule statement where you needed a question.
Then do the reverse. Pick five cases from the syllabus and try to locate each one on the outline. If Sinclair Oil v. Levien has no home, you are missing the parent-subsidiary self-dealing branch. If Zapata has no home, your derivative page is incomplete. Cases that will not fit are telling you where the structure is wrong.
Do this at least a week out. An attack outline built the night before is a set of notes you have never used, and it will slow you down rather than speed you up.