Corporations Flashcards: What to Put on Them

Corporations is a standards course. Almost every fact pattern resolves into the same question: which level of judicial review applies to this board action, and once it applies, who has to prove what? Your deck should be built around that question, not around cases.

Use four card types and nothing else. Trigger cards run one direction: fact pattern in, standard out. Element cards list the components of a test. Statute cards state what a code section does and what it does not cover. Case cards are name-retrieval only — one line of holding, no facts. If a card does not fit one of these four, it is a note, and it belongs in your outline instead.

Build the deck around the review ladder first: business judgment rule presumption and its rebuttal, enhanced scrutiny in its two flavors (Unocal for defensive measures, Revlon for sale-of-control), Blasius-style review when the primary purpose is interference with the shareholder franchise, and entire fairness for self-dealing and controller transactions. Then card the cleansing devices that move a case back down the ladder: DGCL § 144 approval mechanics, the MFW framework for controller squeeze-outs, and Corwin cleansing by a fully informed, uncoerced disinterested shareholder vote.

After that, card derivative-suit procedure, because it is the most testable and most rule-dense unit in the course: direct versus derivative under Tooley (who suffered the harm, who would receive the recovery), the demand requirement under Rule 23.1 and its state analogues, demand futility, and the effect of a special litigation committee under Zapata (Del. 1981).

Then fill in duty of loyalty subtopics — corporate opportunity, competition, controlling-shareholder duties, executive compensation and waste — plus formation and limited liability (piercing the corporate veil), closely held corporation doctrine, and whatever securities coverage your professor assigns, typically Rule 10b-5 and § 16(b). Do not card constituency-statute policy debates, the history of the Delaware franchise, or long comparative surveys. Those are essay-flavor material, not retrieval material.

The mistake is carding a standard as a definition. "What is the business judgment rule?" is a useless prompt because on the exam you never get asked that; you get asked whether a board that approved a merger in two hours after an oral presentation gets the presumption. So write the prompt as the fact trigger and the answer as the standard plus the burden.

Always put the burden allocation on the card. That single line separates the students who write a coherent analysis from the ones who list rules. Examples worth memorizing verbatim: under the business judgment rule the plaintiff must rebut the presumption by showing the directors were interested, uninformed (gross negligence, per Van Gorkom), or acting in bad faith; under Unocal and Revlon the defendant directors bear the initial burden of justification; under entire fairness the defendants bear the burden unless the transaction was approved by a well-functioning independent committee or an informed majority-of-the-minority vote, which shifts it to the plaintiff.

Card the trigger boundaries separately from the tests. Revlon duties attach when a sale or change of control becomes inevitable — a cash sale, a break-up, or a transfer of control to a single holder (QVC) — but not to a stock-for-stock merger into a widely held company (Time). That distinction is its own card, because it is the actual hinge of most exam questions.

Find out first whether your course is DGCL-based or MBCA-based, because the two diverge in ways that make a mixed deck actively harmful. Delaware's conflict-of-interest safe harbor is DGCL § 144; the MBCA's director's conflicting interest transaction rules live in subchapter 8F. Delaware handles books-and-records demands under § 220; the MBCA uses § 16.02. If your professor teaches both, tag every statutory card with the jurisdiction on the front so you never retrieve the wrong regime.

Card the section by function, not by text. The front should be the situation ("Shareholder wants internal board emails to investigate suspected wrongdoing — what tool, what showing?"), and the back should be the section number plus the operative requirement ("DGCL § 220: written demand under oath stating a proper purpose; investigating mismanagement is proper if supported by a credible basis to suspect wrongdoing"). Note also what the statute does not do — § 144 compliance removes the taint of the conflict but does not automatically confer business judgment protection on a controller transaction.

Numbers are worth a small handful of cards: the two-year lookback and 15% threshold in DGCL § 203, the six-month window and 10% holder definition in § 16(b) of the Exchange Act, and whatever quorum, notice, and voting default rules your professor emphasized.

One line. A case card exists so that when you have already written the rule, you can attach a name and buy credibility. Front: the rule. Back: the name, court, and year. Never front a card with a case name and ask yourself to recall the facts — that is backwards from how you will use it.

For a Corporations exam, a case name plus court and year is sufficient attribution: Smith v. Van Gorkom (Del. 1985), Aronson v. Lewis (Del. 1984), Kahn v. M&F Worldwide (Del. 2014), Marchand v. Barnhill (Del. 2019), United Food & Commercial Workers v. Zuckerberg (Del. 2021). Reporter volume and page numbers are Bluebook requirements for briefs and journal work, not for a closed-universe exam, and putting them on cards wastes review time. If your professor requires full citations, add a separate small deck of ten to fifteen cites in the form Aronson v. Lewis, 473 A.2d 805 (Del. 1984) and keep it apart from your doctrine deck.

The exception is a handful of cases where the facts are the rule. Dodge v. Ford (Mich. 1919) is remembered for the special dividend and Henry Ford's stated purpose; Walkovszky v. Carlton (N.Y. 1966) for the ten one-cab corporations; Marchand for the ice cream listeria outbreak and the absence of any board-level food safety committee. Those facts function as pattern-matching cues, so card them in a single clause.

Use AI as a formatter, not as a source. The reliable workflow is to paste your own outline section or class notes and ask the model to convert that text into question-and-answer cards or cloze deletions, with an explicit instruction to add no rules that are not in the source. When you instead ask a model to "generate 50 Corporations flashcards," you get a plausible-looking deck that quietly mixes Delaware and MBCA rules, states Revlon as if it applied to every merger, describes demand futility using the two-prong Aronson formulation without the Zuckerberg update, and occasionally invents holdings.

Every card that states a legal test needs a source check against your casebook, statutory supplement, or class notes before it enters the review rotation. Delaware doctrine also moves — MFW's scope, the treatment of officer exculpation after the 2022 DGCL amendments, and controller-transaction review have all shifted in recent years — and models trained on older material will confidently give you the superseded version. Your professor's coverage controls, not the model's.

Two prompts that produce usable output: "From the text below only, write cloze-deletion cards where the deleted span is the operative legal standard or the party bearing the burden" and "Write five fact-pattern prompts whose answer is which standard of review applies; use these doctrines only: [list]." Then load into Anki or a similar spaced-repetition tool and start reviewing in week four, not week twelve.

Aim for roughly 150 to 250 cards for a four-credit Corporations course. Anything larger means you are carding your outline rather than distilling it, and you will abandon the deck in November. Review daily in short sessions and always speak or write the answer before flipping — recognition feels like knowledge and is not.

The deck gets you fast, accurate rule statements. It does not get you the skill of choosing among standards when a fact pattern is ambiguous, sequencing a derivative-suit analysis, or handling a board that is simultaneously conflicted and defensive. Those come only from writing timed practice answers against old exams. Use the flashcards to make the rule-statement part automatic so your exam time goes to application.