BarBri Bar Review Hangout - July 2015 Exam Forum

[Kage3212]

Having a moment of confusion. Are res judicata rules laxer for states sometimes?

My understanding was that res judicata (at federal level) had to be the same parties or similar parity parties in the exact same positions, ie same P suing same D. If it were the former D (the new P) suing the former P (the new D) this would not qualify for claim preclusion.

The essay I am working on just says it needs to be "the same parties." This is from 2012. Did something change at the federal level within the past 3 years to switch this up, or is my understanding of the parties exact position in the lawsuit completely flawed?

Edit: The essay is a state law essay, but there is no difference listed in the material as to how the state law claim preclusion differs from federal law claim preclusion.

[N.P.H.]

Having a moment of confusion. Are res judicata rules laxer for states sometimes?

My understanding was that res judicata (at federal level) had to be the same parties or similar parity parties in the exact same positions, ie same P suing same D. If it were the former D (the new P) suing the former P (the new D) this would not qualify for claim preclusion.

The essay I am working on just says it needs to be "the same parties." This is from 2012. Did something change at the federal level within the past 3 years to switch this up, or is my understanding of the parties exact position in the lawsuit completely flawed?

Edit: The essay is a state law essay, but there is no difference listed in the material as to how the state law claim preclusion differs from federal law claim preclusion.

Mind outing the essay number and jrx?

[Kage3212]

Having a moment of confusion. Are res judicata rules laxer for states sometimes?

My understanding was that res judicata (at federal level) had to be the same parties or similar parity parties in the exact same positions, ie same P suing same D. If it were the former D (the new P) suing the former P (the new D) this would not qualify for claim preclusion.

The essay I am working on just says it needs to be "the same parties." This is from 2012. Did something change at the federal level within the past 3 years to switch this up, or is my understanding of the parties exact position in the lawsuit completely flawed?

Edit: The essay is a state law essay, but there is no difference listed in the material as to how the state law claim preclusion differs from federal law claim preclusion.

Mind outing the essay number and jrx?

Pennsylvania essay number 2 from July 2012.

[Tiago Splitter]

For claim preclusion aka res judicata you need the same parties. It's with issue preclusion aka collateral estoppel where they don't have to be the same.

[Kage3212]

For claim preclusion aka res judicata you need the same parties. It's with issue preclusion aka collateral estoppel where they don't have to be the same.

Yeah I get the same party requirement, the issue is whether the parties have to be in the same configuration.

Looking at the Fed Civ Pro Handout done by Freer, it looks like my understanding is correct. Page 69. It must be the same parties and the same exact configuration. So if Case 1 = P v. D --> Case 2 = D v. P that is not precluded because different configuration.

[Barbro]

Are we supposed to do AMP assignments that aren't assigned in the PSP/homework? I just saw that the 75% pass rate only applies if you also did 75% of AMP assignments...

https://twitter.com/barbri/status/622158550614282240

[3|ink]

Are we supposed to do AMP assignments that aren't assigned in the PSP/homework? I just saw that the 75% pass rate only applies if you also did 75% of AMP assignments...

https://twitter.com/barbri/status/622158550614282240

Yikes!

Pretty sure I did like 2. They are worthless.

[Barbro]

Are we supposed to do AMP assignments that aren't assigned in the PSP/homework? I just saw that the 75% pass rate only applies if you also did 75% of AMP assignments...

https://twitter.com/barbri/status/622158550614282240

Yikes!

Pretty sure I did like 2. They are worthless.

So.... the Barbri guarantee applies to some people at some schools who also did a shit ton of extra work outside the PSP. Ooookey dokey.

Unless it means 75% of the AMP modules you were assigned as homework?

[RaleighStClair]

Looks like later in that feed the Barbri person said, w/o regard to what school you went to, that 91% of people who completed "75% of the work" passed. Even if that includes 75% of the AMP, you're looking pretty damn solid if you put in the hours. Not sure what effect that has on the guarantee to give you a free course if you don't pass, but that doesn't matter anyway cause we're all gonna pass.

Might go do more AMP assignments now.

[Danger Zone]

I was gonna do the AMPs after reading that, but then I saw you need to have turned in the essays too, which I didn't so I'm LOL FUCKED either way.

[cdelgado]

Are we supposed to do AMP assignments that aren't assigned in the PSP/homework? I just saw that the 75% pass rate only applies if you also did 75% of AMP assignments...

https://twitter.com/barbri/status/622158550614282240

I hope that is 75% of assigned AMP work. AMP is worthless and nobody has the time to do 75% of that separately.

[mr.hands]

Are we supposed to do AMP assignments that aren't assigned in the PSP/homework? I just saw that the 75% pass rate only applies if you also did 75% of AMP assignments...

https://twitter.com/barbri/status/622158550614282240

I hope that is 75% of assigned AMP work. AMP is worthless and nobody has the time to do 75% of that separately.

This "100% pass rate" claim is getting progressively weaker and weaker. First it was "100% that do 75% of the course." Then it was "an impressive number of schools have 100% pass rates for students who complete 75% of the course." Then it was "well 75% means 75% of the PSP, all of the AMP assignments, and 3 graded essays" (which is more than 75% of the course)

Thanks Barbri

[kyle010723]

But still, 98 schools with 100% rate is still quite impressive I suppose, albeit they keep changing the definition of 75%. For all we know, that could be 1 students from each school that completed that.

[Danger Zone]

Their amorphous definition is precisely why it is NOT impressive, at all.

Fuck BarBri. If I fail, I'm taking Themis.

[Hutz_and_Goodman]

In NY the proceedings and files pertaining to matrimonial actions are confidential for 100 years, so if you get a question where the divorce was in 1917 its still confidential

[Danger Zone]

In NY the proceedings and files pertaining to matrimonial actions are confidential for 100 years, so if you get a question where the divorce was in 1917 its still confidential

~fun fact of the day~

[kmp127]

TX ppl - BUS ORGS question for you please...

Does a shareholder have preemptive rights to buy the % shares equaling his % ownership OR to buy the # of shares that would allow him to keep his % ownership.

I haven't done that question, but these should be the same thing.

Example: SH with preemptive rights owns 5% of company with 10,000 outstanding shares (therefore SH owns 500 shares). Company decides to issue 4000 additional shares. SH can buy 200 of those 4000 shares (5%). Now shareholder owns 700 shares out of 14,000. That equals 5%.

EDIT: Reading the question I see the issue. In the question, 5000 new shares are issued, so it's natural to think that the guy (10% SH) can exercise his option for 500 shares; however, only 3000 of the new shares issued were sold; the other 2000 were issued as non-monetary consideration (1000 for CEO compensation; 1000 to pay vendor). Preemptive rights for stock sold don't allow for dilution of an overall stake, but there are no preemptive rights for stock issued for non-monetary consideration unless the certificate specifically provides for such rights, and we have no facts to indicate that here. Thus he can protect his stake with regard to the 3,000 shares that are sold, but not the 2000 that are used for compensation. The reason for this is that there's no way to use stock as non-cash consideration without diluting the average shareholder's interest.

Think about it this way. There's a company with just three shareholders, A, B, and C, and each of them holds 3000 shares of 9000 total shares, and each has preemptive rights. If the preemptive rights extend to stock issued for non-monetary consideration, can the company pay its CEO any stock at all? If the board votes to issue 3000 shares to the CEO as part of his compensation, you can't have A, B, and C all saying "And I'm going to exercise my option, so I'll take 1000 of those newly issued shares." If they do that, there's nothing to issue the CEO, so they have to issue another 3000 shares, and we fall into a vicious cycle.

Thank you - and the other guy who answered earlier about this - you guys rock.

Ok so basically, If I own 10% and my company goes and issues more shares - I only use the ones issued for money to help me count up how many shares I'm allowed to buy. Like with that #28 problem... I own 10% of what is currently 5k shares (i own 500 shares). Then they issue 3k shares for money and 2k for comp/svcs. I can only consider there will be a total of 8k shares, and thus I can keep my 10% by owning 800 shares, and thus can only buy 300 -- NOT 500 -- out of the 3k pot of shares being sold for money.

Correct?

[BVest]

Ok so basically, If I own 10% and my company goes and issues more shares - I only use the ones issued for money to help me count up how many shares I'm allowed to buy. Like with that #28 problem... I own 10% of what is currently 5k shares (i own 500 shares). Then they issue 3k shares for money and 2k for comp/svcs. I can only consider there will be a total of 8k shares, and thus I can keep my 10% by owning 800 shares, and thus can only buy 300 -- NOT 500 -- out of the 3k pot of shares being sold for money.

Correct?

Right. And note that after that you will no longer be at 10%, but rather 8%. You're diluted when they use shares for non-cash consideration.

Though certain shareholders stock could have super-duper preemptive rights that allow the SH to buy against stock issued for non-cash consideration, but (a) those would be very very very rare and (b) that would be highly unlikely to appear on an exam question because they want you to identify the issue in question 28 (stock issued for capitalization being subject to preemption vs stock issued for consideration not being subject to it).

[941law]

Looks like later in that feed the Barbri person said, w/o regard to what school you went to, that 91% of people who completed "75% of the work" passed. Even if that includes 75% of the AMP, you're looking pretty damn solid if you put in the hours. Not sure what effect that has on the guarantee to give you a free course if you don't pass, but that doesn't matter anyway cause we're all gonna pass.

Might go do more AMP assignments now.

You have to finish a certain percentage to get the class again for free if you fail?

[BVest]

Two days of almost entirely MBE refresher on the PSP is really giving me a chance to work on some stuff I don't have down yet (Family, Commercial Paper, Wills/Estates). I mean, I did the refresher, and self graded, and reviewed all the answers I got wrong, but I'm not going to sit through 8 more videos of that.

You have to finish a certain percentage to get the class again for free if you fail?

No. The first retake is free (assuming same state), and no condition is included in the agreement.

ETA:

http://www.barbri.com/files/content-pag ... t_form.pdf

If you take a BARBRI bar review course for the first time for a
particular state and you do not pass or do not sit for that state’s
bar exam, you may repeat the same course online for the same
state the next time the course is offered without paying additional
tuition. Additional fees may apply to attend a BARBRI bar review
course location.

Your guarantee course is only available for the next exam offered
and does not include any upgrades, including supplemental
workshops or a second set of books. All guarantee students are
entitled to new lecture handouts with their guarantee course. If
a new edition of books has been released, you must pay a $250
refundable book deposit plus shipping and handling fees to enroll
in the guarantee course and be shipped a new set of books. If the
edition of books is the same as those used in your original course
but you wish to receive another set of books, you must pay another
$250 refundable book deposit plus shipping and handling fees
before books can be shipped to you. Alumni tuition will apply on all
subsequent courses for up to 5 years.

[brotherdarkness]

I mark things "completed" without actually doing them all the time. Especially in the beginning, when it would tell me to review lecture notes for a few hours after the lecture. I'm basically at 75% tho (and I even did the AMP crap + submitted essays to be graded), so I guess I can stop studying now b/c I'm guaranteed to pass...

[Danger Zone]

Thanks BVest, I was confused about that.

[Ludacrispat26]

For claim preclusion aka res judicata you need the same parties. It's with issue preclusion aka collateral estoppel where they don't have to be the same.

Yeah I get the same party requirement, the issue is whether the parties have to be in the same configuration.

Looking at the Fed Civ Pro Handout done by Freer, it looks like my understanding is correct. Page 69. It must be the same parties and the same exact configuration. So if Case 1 = P v. D --> Case 2 = D v. P that is not precluded because different configuration.

Bur rather than res judicata, can your hypo be dismissed because D didn't bring a compulsory counterclaim (assuming same T/O)?

[kmp127]

Ok so basically, If I own 10% and my company goes and issues more shares - I only use the ones issued for money to help me count up how many shares I'm allowed to buy. Like with that #28 problem... I own 10% of what is currently 5k shares (i own 500 shares). Then they issue 3k shares for money and 2k for comp/svcs. I can only consider there will be a total of 8k shares, and thus I can keep my 10% by owning 800 shares, and thus can only buy 300 -- NOT 500 -- out of the 3k pot of shares being sold for money.

Correct?

Right. And note that after that you will no longer be at 10%, but rather 8%. You're diluted when they use shares for non-cash consideration.

Though certain shareholders stock could have super-duper preemptive rights that allow the SH to buy against stock issued for non-cash consideration, but (a) those would be very very very rare and (b) that would be highly unlikely to appear on an exam question because they want you to identify the issue in question 28 (stock issued for capitalization being subject to preemption vs stock issued for consideration not being subject to it).

GOT IT NOW!! See, I didn't know that even if given Preemptive Rights, they could be diluted... I thought as long as there were enough being issued for money, they could grab those.

now i hope it's on the exam bc i spent so much time thinking about it hahahahha

[BVest]

I thought as long as there were enough being issued for money, they could grab those.

As long as they're being issued for money, they can grab those. It's the ones issued for non-monetary purposes they can't grab. Assuming the stock provides preemptive rights, you will never be diluted by an issuance of stock for cash -- as long as you want to exercise and you have enough cash with which to buy stock.

In the question, 3000 new shares were issued for money. So you can grab your full 10% of those. 2000 new shares were issued for non-monetary consideration; you can't grab any of those (and that's what dilutes you).