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Key Facts: ICC Exam

Exam Questions

ACC Credentialing Institute

90 minutes

Assessment Time Limit

ACC

25 hours

Program Training

ACC ICC Program

Competency Areas

ACC curriculum

1 year

Designation Validity

ACC (CLPD renewal)

10 hours

Annual CLPD to Maintain

ACC Credentialing Institute

The ACC ICC final assessment is a 50-question multiple-choice exam completed in 90 minutes at the end of the In-house Counsel Certification Program (~25 hours of training). The program is run by the ACC Credentialing Institute and targets three competency areas: Stakeholder Relationships, Law Department Management, and Legal Services. Eligible participants are licensed attorneys currently employed as in-house counsel (no minimum) or previously employed in-house for at least one year; law-firm attorneys are not eligible. The ICC designation is valid for one year and is maintained with 10 hours of continuing legal professional development annually. Program fee is member-priced; passing score is not publicly disclosed.

Sample ICC Practice Questions

Try these sample questions to test your ICC exam readiness. Each question includes a detailed explanation. Start the interactive quiz above for the full 100+ question experience with AI tutoring.

1An in-house attorney is interviewing a mid-level employee during an internal investigation into possible accounting fraud. Before asking substantive questions, what must the attorney clarify to protect the company's privilege and avoid ethical problems?

A.That the attorney represents the corporation, not the employee, and the corporation controls the privilege

B.That the attorney personally represents the employee and will keep the conversation confidential from management

C.That the employee must waive all rights to counsel before speaking

D.That the conversation is automatically privileged regardless of who controls it

Explanation: This is an Upjohn warning, grounded in ABA Model Rule 1.13(f) and Upjohn Co. v. United States, 449 U.S. 383 (1981). When the corporation's interests may diverge from the constituent's, counsel must explain that the lawyer represents the entity, not the individual, and that the corporation holds and controls the attorney-client privilege.

2Under ABA Model Rule 1.13, when a lawyer for an organization learns that an officer intends to act in a way that is a violation of law likely to cause substantial injury to the organization, the lawyer's first obligation is generally to:

A.Immediately report the matter to outside regulators

B.Refer the matter up the chain of authority within the organization, typically to the highest authority that can act

C.Resign from the representation without further action

D.Personally sue the officer on the organization's behalf

Explanation: Model Rule 1.13(b) directs the lawyer to proceed as reasonably necessary in the best interest of the organization, ordinarily by reporting the matter 'up the ladder' to higher authority, including the board if warranted. Only after internal escalation fails does the rule permit limited 'reporting out' under 1.13(c).

3A general counsel copies herself on an email chain that is purely a business negotiation about pricing, marks it 'Privileged and Confidential,' and provides no legal analysis. If the email is later sought in discovery, a court will most likely hold that it is:

A.Privileged, because the general counsel was a recipient

B.Privileged, because it was labeled 'Privileged and Confidential'

C.Not privileged, because it was predominantly business rather than legal advice

D.Not privileged, because in-house counsel can never assert privilege

Explanation: The attorney-client privilege protects communications whose primary purpose is to seek or provide legal advice. Because in-house counsel often blend business and legal roles, courts examine the content, not the label; predominantly business communications are not privileged merely because a lawyer is copied or the message is marked confidential.

4The board of directors of a Delaware corporation makes an informed, good-faith business decision to acquire another company, but the acquisition later proves unprofitable. A shareholder sues the directors for breach of the duty of care. A court applying Delaware law will most likely:

A.Hold the directors liable because the decision lost money

B.Apply strict liability to all merger decisions

C.Require the directors to personally reimburse the shareholders

D.Apply the business judgment rule and decline to second-guess the decision

Explanation: The business judgment rule presumes that directors who act on an informed basis, in good faith, and in the honest belief the action is in the company's best interest are protected, even if the decision turns out badly. Courts do not substitute their judgment for that of disinterested, informed directors.

5Which statement best describes the duty of loyalty owed by a corporate director?

A.The director must place the corporation's interests ahead of personal financial interests and avoid undisclosed self-dealing

B.The director must guarantee the corporation earns a profit each year

C.The director must attend every board meeting in person

D.The director must personally finance the corporation's operations

Explanation: The duty of loyalty requires directors to act in the best interests of the corporation and its shareholders rather than their own, prohibiting undisclosed conflicts of interest, self-dealing, and usurpation of corporate opportunities. Interested transactions must be properly disclosed and approved or be entirely fair.

6An offeror sends a signed written offer to sell goods, promising in the signed writing to hold the offer open for 30 days. No consideration is given by the offeree. Under UCC Article 2, this firm offer by a merchant is:

A.Revocable at any time because no consideration was paid

B.Irrevocable for the stated time, but not to exceed three months

C.Irrevocable forever once signed

D.Void because firm offers are not recognized under the UCC

Explanation: Under UCC 2-205, a merchant's signed written firm offer is irrevocable for the time stated without consideration, but the irrevocability period may not exceed three months. After three months (or the stated period if shorter), the offer may be revoked.

7A company's vendor contract contains a clause stating that 'neither party shall be liable for consequential, incidental, or punitive damages.' This provision is best characterized as a:

A.Force majeure clause

B.Indemnification clause

C.Limitation of liability clause

D.Choice-of-law clause

Explanation: A limitation of liability clause caps or excludes certain categories of damages (often consequential and punitive) or sets a damages ceiling. Such clauses are generally enforceable in commercial contracts absent unconscionability or a statutory bar.

8Under the federal ESIGN Act and the Uniform Electronic Transactions Act (UETA), an electronic signature on a commercial contract is generally:

A.Invalid unless later confirmed by a wet-ink signature

B.Valid only for contracts under $500

C.Valid only if notarized electronically

D.Given the same legal effect as a handwritten signature if the parties agreed to transact electronically

Explanation: ESIGN (15 U.S.C. 7001) and UETA provide that a signature, contract, or record may not be denied legal effect solely because it is in electronic form, where the parties have agreed to conduct the transaction by electronic means. Electronic signatures are functionally equivalent to handwritten ones.

9A company learns it is likely to be sued over a defective product. Before any complaint is filed, what is the in-house legal team's most important immediate obligation regarding documents?

A.Issue a litigation hold to preserve potentially relevant documents and data

B.Delete all emails about the product to reduce storage costs

C.Wait until a subpoena is served before taking any action

D.Forward all documents to the opposing party voluntarily

Explanation: The duty to preserve evidence arises when litigation is reasonably anticipated, not only when suit is filed. Counsel must issue a litigation hold suspending routine destruction of relevant materials; failure to do so can lead to spoliation sanctions under Federal Rule of Civil Procedure 37(e).

10The U.S. Department of Justice's 'Evaluation of Corporate Compliance Programs' guidance asks prosecutors to consider three fundamental questions. Which of the following best captures those core questions?

A.Is the program profitable, automated, and outsourced?

B.Is the program well designed, adequately resourced and empowered to function effectively, and does it work in practice?

C.Does the program have a logo, a slogan, and a website?

D.Is the program approved by the SEC, the FTC, and the IRS?

Explanation: The DOJ's ECCP guidance frames three core inquiries: (1) Is the compliance program well designed? (2) Is it adequately resourced and empowered to function effectively (applied in good faith)? and (3) Does it work in practice? These questions guide charging and resolution decisions.

About the ICC Exam

The ACC In-house Counsel Certified (ICC) designation is a competency credential from the ACC Credentialing Institute, part of the Association of Corporate Counsel. Candidates complete the In-house Counsel Certification Program - roughly 25 hours of training across three competency areas (Stakeholder Relationships, Law Department Management, and Legal Services) - and then pass a 50-question, 90-minute multiple-choice final assessment. The designation is valid for one year and is maintained with 10 hours of continuing legal professional development annually. It is designed for licensed attorneys working in, or who have worked in, corporate legal departments.

Questions

50 scored questions

Time Limit

90 minutes

Passing Score

Not publicly disclosed

Exam Fee

Program fee (member-priced; confirm acc.com) (ACC Credentialing Institute (Association of Corporate Counsel))

ICC Exam Content Outline

16%

Corporate Governance & the Board

Board structure and duties, the business judgment rule, fiduciary duties of care and loyalty (including Caremark oversight), audit and special committees, entity selection, indemnification of directors and officers, and securities/capital-raising basics.

16%

Ethics & Professional Responsibility for In-house Counsel

The organization as client (Model Rule 1.13) and reporting up, Upjohn warnings, attorney-client privilege versus the duty of confidentiality (Rule 1.6), the business-vs-legal-advice problem, work product, conflicts (1.7/1.9), candor (3.3), and multijurisdictional in-house registration (5.5).

16%

Contracts & Commercial Transactions

Offer, acceptance and consideration, UCC Article 2 (firm offers, battle of the forms, warranties), key clauses (indemnity, limitation of liability, force majeure, governing law/forum), remedies and damages, e-signatures (ESIGN/UETA), and contract interpretation (parol evidence).

16%

Compliance, Risk & Regulatory

DOJ Evaluation of Corporate Compliance Programs principles, FCPA anti-bribery and books-and-records, antitrust (Sherman Act), securities disclosure and insider trading, export controls and sanctions, whistleblower protection, and enterprise risk assessment.

12%

Employment & Labor Law Basics

At-will employment and its exceptions, Title VII, ADA reasonable accommodation, FMLA, FLSA overtime, NLRA concerted activity, non-competes, worker classification, respondeat superior, and the WARN Act.

12%

Intellectual Property & Data Privacy Basics

Patents (term, first-to-file), trademarks, copyright and work-made-for-hire, trade secrets, licensing and IP assignment, and data privacy (GDPR lawful basis and transfers, CCPA/CPRA, HIPAA, and data-breach notification).

12%

Litigation & Dispute Management

Litigation holds and spoliation, e-discovery and ESI, subpoenas (Rule 45), initial disclosures (Rule 26), arbitration and mediation, managing outside counsel and budgets, settlement analysis, class actions, and parallel proceedings.

How to Pass the ICC Exam

What You Need to Know

Passing score: Not publicly disclosed
Exam length: 50 questions
Time limit: 90 minutes
Exam fee: Program fee (member-priced; confirm acc.com)

Keys to Passing

Complete 500+ practice questions
Score 80%+ consistently before scheduling
Focus on highest-weighted sections
Use our AI tutor for tough concepts

ICC Study Tips from Top Performers

1Know Model Rule 1.13 cold - the entity is the client, and counsel must report up the ladder before any limited reporting out

2Master the Upjohn warning and the difference between attorney-client privilege and the broader duty of confidentiality under Rule 1.6

3Watch the business-vs-legal-advice trap: in-house communications that are predominantly business advice are not privileged, no matter the label

4Memorize core UCC Article 2 rules: firm offers (2-205), battle of the forms (2-207), and the implied warranty of merchantability (2-314)

5Understand the DOJ's three compliance questions - is the program well designed, adequately resourced and empowered, and does it work in practice

6Review employment basics - at-will exceptions, Title VII, ADA accommodation and undue hardship, FMLA's 12 weeks, and FLSA overtime

7Know when the duty to preserve evidence arises (when litigation is reasonably anticipated) and the spoliation risk under FRCP 37(e)

Frequently Asked Questions

What is the ACC In-house Counsel Certified (ICC) credential?

The ICC is a competency designation awarded by the ACC Credentialing Institute, part of the Association of Corporate Counsel. It is earned by completing the In-house Counsel Certification Program (about 25 hours of training) and passing a 50-question, 90-minute multiple-choice final assessment covering core in-house counsel competencies.

How many questions are on the ICC exam and how long is it?

The ICC final assessment contains 50 multiple-choice questions and is completed within a 90-minute window at the conclusion of the certification program.

Who is eligible for the ICC program?

Eligible participants are licensed attorneys who are currently employed as in-house counsel (with no minimum experience) or were previously employed as in-house counsel for at least one year. Attorneys currently employed at law firms are not eligible to participate.

How long is the ICC designation valid?

The ICC designation is valid for one year from the month a participant passes the final assessment. To maintain it, holders must complete 10 hours of continuing legal professional development (CLPD) each year.

What does the ICC exam cover?

The program is organized around three competency areas - Stakeholder Relationships, Law Department Management, and Legal Services. Substantively, in-house counsel must know corporate governance, professional responsibility and privilege, contracts, compliance and risk, employment basics, IP and data privacy, and litigation management.

How much does the ICC certification cost?

The exam is bundled into the In-house Counsel Certification Program fee, which is member-priced. Confirm current pricing and any non-member rates on acc.com, as the ACC does not publish a fixed standalone exam fee.