Organized: The Business Law Breakdown
Organized: The Business Law Breakdown offers insightful and accessible discussions on key business law topics. Hosted by Professor Seth C. Oranburg, the podcast breaks down complex legal concepts into practical lessons for business professionals, lawyers, and students. Each season takes a deep dive into a specific area of business law, such as corporate governance, contract law, or legal strategies.
Episodes
Episode 01: Mastering Contracts — Introduction to the Season
In this prequel episode of Organized: The Business Law Breakdown, host Professor Seth C. Oranburg sets the stage for “Mastering Contracts.” Explore how contracts turn promises into binding obligations and what to expect from the season. Whether you’re a business professional or law student, this introduction breaks down key legal concepts that will guide you through the world of contract law.
Episode 03: Capacity to Contract – Who Can Make a Deal?
In this episode of Mastering Contracts, we dive into who can legally enter into a contract and the concept of capacity. From minors to those with mental incapacity, we explore when contracts are enforceable and when they’re not. Learn the nuances of how capacity affects contract formation, along with key real-world examples and legal principles.
Episode 04: Bargains and the Objective Theory of Contract
In this episode, we explore the Objective Theory of Contract, which determines whether a contract is formed based on outward actions, not hidden intentions. We break down the classic case of Lucy v. Zehmer and analyze how courts determine if a contract has been formed based on the reasonable interpretation of actions, not private thoughts.
Episode 02: Promises, Promises – Defining a Legal Obligation
In this episode of Organized: The Business Law Breakdown, Professor Seth C. Oranburg explores what turns a simple promise into a binding legal obligation. Discover how courts define and enforce promises through contract law, and what makes certain promises legally enforceable. Using real-world examples and practical applications, we’ll uncover the legal magic that transforms words into commitments
Episode 05: Offer or Not? What Makes an Offer (Un) Acceptable
In this episode of Organized: The Business Law Breakdown, we dive into the methods by which offers can be terminated or made irrevocable. When can an offer be revoked? When must it be kept open? We break down the nuances of termination of offers, option contracts, and the concept of irrevocability. Through real-world examples and key case discussions, you’ll come away understanding when offers can
Episode 06: Termination – Death of an Offer
In this episode of Organized: The Business Law Breakdown, we explore the crucial topic of offer termination and what makes an offer irrevocable or revocable. We’ll discuss the Mirror Image Rule and how it applies to offer acceptance under common law, as well as the Battle of the Forms under the UCC, which introduces flexibility in commercial contracts. Additionally, we’ll break down the Mailbox Ru
Episode 07: Mirror, Mirror – When Does Acceptance Create a Contract?
In this episode of Mastering Contracts, we delve into the critical concept of acceptance and how it plays a key role in the formation of contracts. We explore the mirror image rule, which requires an acceptance to exactly match the terms of the offer for a valid contract to form. But what happens if the acceptance deviates even slightly from the offer? Does that create a contract or a counteroffer
Episode 08: Consideration – The Price of Commitment
In this episode of Mastering Contracts, we explore the critical concept of consideration—the exchange of value that forms the basis of most enforceable contracts. We’ll discuss the difference between past consideration and present commitments, and why past actions often don’t count as valid consideration in contract law. We’ll also break down key exceptions to the consideration requirement, includ
Episode 09: When a Promise is Enough – Promissory Estoppel
In this episode of Mastering Contracts, we explore the doctrine of promissory estoppel, which allows a promise to be enforced even without traditional consideration. We’ll discuss how reliance on a promise can lead to legal obligations and how courts handle situations where one party has taken significant steps in reliance on a promise, only to be left in a difficult position. Using key cases lik
Episode 10: Payback Time – Promissory Restitution (Mastering Contracts Podcast)
In this episode of Mastering Contracts, we dive into the doctrine of promissory restitution, an important remedy in contract law that allows a party to recover for benefits conferred, even when there’s no formal agreement in place. We’ll explore how courts use this doctrine to prevent unjust enrichment, ensuring that no one unfairly profits at the expense of another. Key cases like Webb v. McGowi
Episode 11: Sign Here – The Power of the Statute of Frauds
Uncover the significance of the Statute of Frauds in contract law. This episode explores which types of contracts must be in writing to be enforceable. Professor Oranburg guides you through the historical origins of this statute and its modern applications. You’ll learn about the specific categories of contracts covered by the Statute of Frauds, including real estate transactions and agreements th
Celebrating Hispanic Lawyering: Insights and Experiences (October 2024)
In this special episode of Organized: The Business Law Breakdown, we honor Hispanic Heritage Month by engaging in a candid, thought-provoking conversation with three accomplished Hispanic lawyers: Cesar Vega, Assistant U.S. Attorney for the District of New Hampshire, Maya Dominguez, a New Hampshire Public Defender, and Enrique Mesa, an Immigration Lawyer and founder of Mesa Law, PLLC.
Together, th
Episode 12: Oops! When Mistakes Break Contracts
Explore the impact of mistakes on contract formation and enforcement. This episode delves into how errors, misunderstandings, and misrepresentations can affect the validity of agreements. Professor Oranburg examines different types of mistakes, including mutual, unilateral, and mistakes of law versus fact. Through real-world examples and landmark cases, you’ll learn how courts determine whether a
Episode 13: Secrets and Lies – When Fraud Invalidates Contracts
Dive into the dark side of contract law by examining how fraud and misrepresentation can invalidate agreements. This episode explores different types of fraud, from intentional deception to negligent misrepresentation. Professor Oranburg guides you through the elements of fraud in contract law and its consequences. Through engaging case studies, you’ll learn how courts handle fraudulent inducement
Episode 15: Reading Between the Lines – How Courts Decode Contract Terms
Delve deeper into the nuances of contract interpretation, focusing on how courts handle ambiguous or unclear language. Professor Oranburg examines the tools and techniques judges use to decipher contractual intent, including the use of industry standards and course of dealing. You’ll explore the contra proferentem rule and learn how courts fill gaps in contracts. Through practical examples and cas
Celebrating First Generation Lawyers: Voices in Law (November 2024)
In celebration of First-Generation College Students’ Day, Organized: The Business Law Breakdown is thrilled to present a special episode featuring distinguished faculty from the University of New Hampshire Franklin Pierce School of Law. Host Seth C. Oranburg, Professor of Law and Director of the Program on Organizations, Business, and Markets, sits down with Ed Timberlake, Kara Simard, and Cassand
Episode 16: Words and Deeds – How Parties’ Actions Impacts Contract Interpretation
Dive back into contract interpretation, focusing on advanced techniques courts use to resolve disputes over contract language. Professor Oranburg examines the use of extrinsic evidence in contract interpretation. Through real-world scenarios and case studies, gain a deeper understanding of how to courts reconcile situations where parties claim their contracts don't mean what they say.
Episode 17: What’s the Deal? The Parol Evidence Rule
Explore the parol evidence rule, a crucial principle in contract interpretation that determines when courts will consider evidence outside the written contract. Professor Oranburg breaks down this complex rule, explaining its purpose and exceptions. You’ll learn about integrated agreements, collateral contracts, and when prior or contemporaneous agreements can be considered. Through engaging examp
Episode 18: Conditions in Contracts – When Obligations Depend on Events
Uncover the role of conditions in contract law and how they affect parties’ obligations. Professor Oranburg explores different types of conditions, including conditions precedent, subsequent, and concurrent. You’ll learn how conditions are created, interpreted, and sometimes excused. Through practical examples and landmark cases, understand how conditions can protect your interests or create risks
Episode 14: Words in Context – How Courts Interpret Contracts
What's the meaning of "chicken?" Unravel the complexities of contract interpretation in this illuminating episode. Professor Oranburg explores the principles courts use to determine the meaning of contract terms when disputes arise. You’ll learn about intrinsic evidence, extrinsic evidence, and how courts balance the literal meaning of words with the reality of the parties’ intentions. Through rea
Episode 19: Performance in Contracts – When Is “Good Enough” Really Enough?
Explore the concept of performance in contract law, focusing on what constitutes adequate fulfillment of contractual obligations. Professor Oranburg examines the doctrine of substantial performance and its applications in various contexts. You’ll learn about material vs. minor breaches and how courts determine when performance is sufficient. Through case studies and real-world examples, gain insig
Are University Speech Codes Too Restrictive? A Conversation about Free & Higher Education
Join us for a compelling discussion on the boundaries of free speech in higher education. In this episode, Professor Seth Oranburg of UNH Franklin Pierce School of Law and Robert Shibley, a leading advocate for free expression and campus rights from FIRE (Foundation for Individual Rights and Expression), engage in a thought-provoking conversation about the role of universities in fostering intelle
Episode 20: Here comes Trouble – Anticipatory Repudiation
Delve into the concept of anticipatory repudiation, where one party indicates they won’t perform their contractual obligations before performance is due. Professor Oranburg explores how courts determine when a repudiation has occurred and what options are available to the non-breaching party. You’ll learn about adequate assurance of performance and how to mitigate damages in these situations. Thro
Episode 21: Excuse Me - When Non-Performance Is Judicially Justified
Explore the circumstances under which non-performance of contractual obligations may be legally excused. Professor Oranburg examines doctrines such as impossibility, impracticability, and frustration of purpose. You’ll learn how unforeseen events can affect contract performance and when courts will relieve parties of their obligations. Through real-world examples and case studies, understand how t
Episode 22: The More Things Change – Modifying Contracts by Mutual Assent
Dive into the world of contract modifications, exploring how existing agreements can be changed through mutual consent. Professor Oranburg examines the requirements for valid modifications, including consideration in common law and the UCC’s more flexible approach. You’ll learn about the pre-existing duty rule and its exceptions. Through practical examples and landmark cases, understand how to eff
Episode 23: Show Me the Money – Expectation Damages
Explore the primary remedy for breach of contract: expectation damages. Professor Oranburg delves into how courts calculate damages to put the non-breaching party in the position they would have been in had the contract been performed. You’ll learn about concepts like foreseeability, certainty, and mitigation of damages. Through engaging examples and landmark cases, understand how damages are quan
Episode 24: Greater Expectations – Alternative Money Damages
When expectation damages fall short, what other options do courts have? In this episode, we explore alternative money damages in contract law. From reliance damages to punitive and nominal damages, we break down the tools courts use when traditional remedies aren’t enough. We’ll analyze the landmark Copeland v. Baskin Robbins case and how it applies to real-world scenarios, from circus performers
Episode 25: Equity’s Enforcers – When Money Can’t Buy Justice
In “Equity’s Enforcers – When Money Can’t Buy Justice,” we explore the world of equitable remedies in contract law. Discover when and why courts might order specific performance or grant injunctions instead of awarding money damages. We break down the landmark Bauer v. Sawyer case, dive into hypothetical scenarios, and even examine how these principles play out in professional sports contracts. Wh
Bonus Episode – Mastering MBE Strategies
In this special bonus episode of Mastering Contracts, we shift our focus from contract law doctrine to the strategies you need to conquer multiple-choice questions on law school exams and the Multistate Bar Exam (MBE). Using contract law as our foundation, Professor Oranburg teaches you how to:
Spot the core issue in a question, even when it’s buried in distracting facts.
Eliminate incorrect answ
Episode 26: When Goods Go Bad – UCC Damages
In “UCC Damages – When Goods Go Bad,” we dive into the world of damages under the Uniform Commercial Code. Discover how the UCC balances the interests of buyers and sellers when contracts for goods go awry, and why these rules differ from common law remedies. From the Perfect Tender Rule to the complexities of calculating damages, this episode breaks down key concepts in commercial law. We explore
Episode 27: Imperfect Tender – UCC Warranties
Explore the complex world of warranties in the sale of goods under the Uniform Commercial Code (UCC). Professor Oranburg examines express and implied warranties, including the warranties of merchantability and fitness for a particular purpose. You’ll learn how warranties are created, disclaimed, and modified. Through real-world examples and landmark cases, understand the interplay between warranti
Tornetta v. Musk – Boardroom Battles, Delaware Courts, and the Future of Corporate Governance
Join Professors Seth Oranburg, Anat Alon-Beck, and Eric Chaffee for a lively discussion Tornetta v. Musk—a case that’s challenging corporate governance norms and sparking debates about Delaware’s future as the corporate capital of America. Is this decision a necessary safeguard for shareholder accountability, or does it risk overreach that could drive businesses away from Delaware? With Anat’s exp
Episode 28: Three’s Company – When Contracts Benefit Third Parties
Conclude the season by exploring third-party beneficiary contracts, where agreements benefit someone who isn’t a party to the contract. Professor Oranburg examines how and when third parties can enforce contractual rights. You’ll learn about intended vs. incidental beneficiaries and how courts determine third-party rights. Through engaging examples and case studies, understand the implications of
Mission Drift: Can OpenAI Ditch Its Non-Profit Status?
Is OpenAI abandoning its roots? Once a mission-driven nonprofit, OpenAI's recent shift toward a for-profit structure has sparked controversy—and a lawsuit from Elon Musk. In this episode of Organized: The Business Law Breakdown, Professor Seth C. Oranburg and special guest Professor Anat Alon-Beck tackle the complex intersection of corporate law, governance, and artificial intelligence.
Together,
Tornetta v. Musk and the Future of Corporate Law (featuring Professors Bainbridge and Alon-Beck)
In this episode of Organized, Professor Seth Oranburg is joined by UCLA Law Professor Stephen Bainbridge, one of the nation’s foremost corporate law theorists, and Case Western Reserve Professor Anat Alon-Beck, a leading expert on corporate governance, to unpack Tornetta v. Musk, a case that has sparked debates about power, process, and the future of Delaware corporate law.
Elon Musk’s $56 billion
Agency Law – Episode 1: Introduction to Agency Law
In this episode, Professor Seth Oranburg introduces the fundamentals of agency law—the fiduciary relationship where one party (the agent) acts on behalf of another (the principal). Discover how trust, control, and mutual consent form the backbone of this essential business concept, and explore real-world examples that illustrate the legal obligations and boundaries within agency relationships. Tun
Agency Law – Episode 2: Authority of Agency
In this episode, Professor Seth C. Oranburg delves into the critical concept of authority in agency law. He carefully distinguishes between actual authority—both express and implied—and apparent authority, which is defined by the reasonable beliefs of third parties based on a principal’s conduct. Through clear examples and key quotations from the Restatement (Third) of Agency, Professor Seth C. Or
Agency Law – Episode 3: Fiduciary Duties in Agency Law
In this episode, Professor Seth C. Oranburg examines the core fiduciary duties that underpin agency law. He explains how an agent’s legal obligation to act loyally, with care, obedience, and full disclosure ensures that the principal’s interests always come first. Through clear examples and key quotations from the Restatement (Third) of Agency, Professor Oranburg demonstrates how these duties main
Agency Law – Episode 4: Termination of Authority
In this episode, Professor Seth C. Oranburg explores how agency relationships come to an end and the legal consequences that follow. He explains the various ways an agency relationship can terminate—whether by mutual agreement, by fulfilling its purpose, through revocation or renunciation, or automatically by operation of law. Professor Oranburg highlights the critical distinction between the cess
Agency Law – Episode 5: Notice of Termination of Agency
In this episode, Professor Seth C. Oranburg delves into the critical process of notifying third parties when an agency relationship ends. He explains that while an agent’s actual authority ceases upon termination, apparent authority may persist until third parties are properly informed. Professor Oranburg outlines the legal distinctions between direct and constructive notice, emphasizing the pract
Agency Law – Episode 6: Agency Estoppel and Ratification
In this episode, Professor Seth C. Oranburg examines the doctrines of estoppel and ratification in agency law. He explains how estoppel protects third parties who reasonably rely on a principal’s conduct—creating an appearance of authority—even when an agent lacks formal authorization. In contrast, Professor Oranburg shows how ratification occurs when a principal later approves an agent’s unauthor
Agency Law – Episode 7: Review of Agency
In this concluding episode of our agency law module, Professor Seth C. Oranburg reviews and ties together the key principles we’ve explored—from the foundational elements of agency (consent, control, and acting on behalf of the principal) to the nuances of actual versus apparent authority, fiduciary duties, and the termination of agency relationships. He also revisits the doctrines of estoppel and
Economic Analysis of Agency Law – Episode 1: Welcome to Business Law & Economics with Dr. Seuss
In the premiere episode of Season 3 on the Economic Analysis of Agency Law, Professor Seth C. Oranburg invites you into an engaging exploration of how delegation, trust, and incentives shape our everyday interactions. Far from dry academic theory, this episode uses a playful yet insightful metaphor inspired by Dr. Seuss’s imaginative world of Hotch Hotch to illustrate the principal-agent problem.
Economic Analysis of Agency Law – Episode 2: How to Bond an Agent
Welcome back to our series on economic analysis of agency law. In this episode, Professor Seth C. Oranburg tackles one of the core challenges in agency relationships: what to do when agents don’t perform as expected. Whether it’s a contractor who overstays their welcome or an employee missing critical deadlines, principals must find effective ways to ensure that delegated tasks are completed in th
Economic Analysis of Agency Law – Episode 3: Costs and Benefits of Agency
In Episode 3 of Season 3, Professor Seth C. Oranburg takes a deep dive into the complex economics behind delegating authority. What might appear to be a simple transfer of power unfolds into a nuanced analysis of how delegation both streamlines operations and generates hidden transaction costs. Drawing on insights from economic giants like Frank Knight, Joseph Schumpeter, and Israel Kirzner, Profe
Economic Analysis of Agency Law – Episode 4: Rules Scaffolding Trust
In Episode 4 of Season 3, Professor Seth C. Oranburg delves into fiduciary duties—the economic tools that underpin agency relationships. In this episode, he explains how these core obligations—duty of care, duty of loyalty, and duty of obedience—work to build trust, reduce transaction costs, and mitigate uncertainty in delegation. Using the whimsical metaphor of Hotch Hotch, where a beleaguered ma
Economic Analysis of Agency Law – Episode 5: When Trust Breaks Down
In Episode 5 of Season 3, Professor Seth C. Oranburg explores the dramatic fallout when fiduciary duties are breached. Using the whimsical yet cautionary tale of Hotch Hotch—where a Watcher named Sylvester McMonkey McBean exploits the system for personal gain—Professor Oranburg illustrates how a single breach of loyalty can trigger cascading economic disruptions. He breaks down key concepts such a
Economic Analysis of Agency Law – Episode 6: Trust & Reputation
In Episode 6 of Season 3, Professor Seth C. Oranburg explores the powerful yet fragile roles of trust and reputation in agency relationships. He explains how these intangible assets act as the “invisible glue” that holds delegation together—reducing transaction costs, fostering efficiency, and enabling agents to operate with greater autonomy. Drawing on the whimsical tale of Hotch Hotch, where the
Economic Analysis of Agency Law – Episode 7: Aligning Incentives
In Episode 7, Professor Seth C. Oranburg explores the concept of economic bonding—a crucial tool principals use to align incentives with their agents. Far beyond casual camaraderie, bonding serves as the “glue” that binds the principal-agent relationship, reducing risks and transaction costs by tying an agent’s rewards to the principal’s goals. Using the colorful metaphor of Hotch Hotch, where the
Economic Analysis of Agency Law – Episode 8: Entrepreneurial Agency (Navigating Risk and Uncertainty)
In Episode 8, Professor Seth C. Oranburg explores how delegating authority can spark entrepreneurship within agency relationships. He demonstrates that while delegation offloads tasks, it also creates opportunities for innovation—and introduces risks that must be carefully managed. Using the lively metaphor of Hotch Hotch, where the mayor experiments with a bold idea from Fox and Sox to decode the
What Is Crypto, Anyway? A Functional Framework for Digital Asset Regulation
Crypto isn’t a single thing—it’s a stack of different financial functions built on the same underlying technology. In this talk, Professor Seth Oranburg breaks down what so-called “crypto” assets actually do—raise capital, act like money, enable access, or support governance—and explains why each function demands a different legal response. Rather than treating all tokens alike, Oranburg argues th
Economic Analysis of Agency Law – Episode 9: Managing Conflict
In Episode 9, Professor Seth C. Oranburg tackles one of the thorniest challenges in agency relationships: competing interests. Delegation is meant to align the goals of principals and agents, yet conflicts often arise—whether between a bold, entrepreneurial agent and a cautious counterpart or among multiple agents with divergent priorities. Using the vivid metaphor of Hotch Hotch, where the mayor
Economic Analysis of Agency Law – Episode 10: The Big Picture (Synthesizing Delegation and Trust)
In the final episode of our series on the economic analysis of agency law, Professor Seth C. Oranburg brings together all the insights from our journey. Reflecting on the whimsical yet instructive tale of Hotch Hotch, he recaps how delegation—while essential for progress—introduces challenges such as transaction costs, misaligned incentives, and conflicting interests. This episode reviews how tool
Partnerships – Episode 1: What Are Partnerships?
In this kickoff episode of Season 4 of Organized: The Business Law Breakdown, Professor Seth C. Oranburg explains the basics of general partnerships: how they form, what makes a partnership under the law, and why these rules matter. Through practical examples, Professor Oranburg highlights how partnerships can arise by accident, the unique legal risks partners face (including unlimited liability),
Partnerships – Episode 2: Default Governance (Flat and Equal)
Why do partnership laws assume everyone gets an equal vote—and an equal share—no matter how much they contribute? In this episode, we explore the “flat and equal” default rules that govern general partnerships under the Revised Uniform Partnership Act (RUPA). Professor Seth C. Oranburg breaks down how profits, losses, and management rights are divided by default, why these rules exist, and how the
Partnerships – Episode 3: Partners’ Agency and Authority
This episode examines how authority operates in general partnerships under the Revised Uniform Partnership Act (RUPA). It explains the dual role of partners as both co-owners and agents, and how that affects the ability of each partner to bind the partnership to transactions. The discussion covers actual and apparent authority, including how authority can arise from the partnership agreement, past
Partnerships – Episode 4: Entity or Aggregate?
This episode introduces the Entity Theory of Partnerships as codified in the Revised Uniform Partnership Act (RUPA). It traces the historical shift from the aggregate theory—treating partnerships as collections of individuals—to the modern view of partnerships as distinct legal entities. The episode explains how this change affects property ownership, contractual capacity, and litigation, allowing
Partnerships – Episode 5: Fiduciary Duties
This episode examines fiduciary duties in general partnerships under the Revised Uniform Partnership Act (RUPA). It introduces the core duties of loyalty and care, including specific obligations such as avoiding conflicts of interest, refraining from self-dealing, and exercising reasonable diligence in decision-making. The episode also discusses the obligation of good faith and fair dealing as a b
Partnerships – Episode 6: Disassociation and Dissolution
This episode explains the legal framework for partner exit (disassociation) and business termination (dissolution) in general partnerships under the Revised Uniform Partnership Act (RUPA). It outlines the events that trigger disassociation—voluntary or involuntary—and distinguishes between rightful and wrongful departures. It also examines how dissolution initiates the winding-up process, includin
Partnerships – Episode 7: Partnership Taxation
This episode introduces the fundamentals of partnership taxation under U.S. federal law. It explains how partnerships are treated as pass-through entities—allocating profits and losses directly to partners, who report them individually regardless of actual distributions. The discussion covers the concept of phantom income, the importance of tax basis, self-employment tax exposure, and the default
Episode 26: Limitations on Money Damages
This lecture explains the common law doctrines that limit how much money a court will award for breach of contract. Foreseeability asks whether the loss was within the parties’ contemplation at the time of agreement. Certainty asks whether the plaintiff can prove the amount with sufficient precision. Mitigation asks whether the injured party could have avoided the harm through reasonable efforts.
Unwrapping Warranties: Promises and Protections in Contract Law
In this episode of Organized: The Business Law Breakdown, Professor Seth C. Oranburg dives into the world of warranties under the Uniform Commercial Code (UCC), exploring how these legal promises protect buyers and hold sellers accountable in sales of goods. Drawing from key principles in Contract Law: Rules, Cases, and Problems (2nd Edition), we break down express warranties, the implied warranty
Corporations – Episode 1: Why Corporations Exist
In this introductory episode of the Corporations module, Professor Seth C. Oranburg explores the fundamental reasons corporations dominate modern business. He breaks down key features like limited liability, perpetual existence, and specialized management, while highlighting Delaware's role as the premier jurisdiction for incorporation. Ideal for students and professionals studying business law an
Corporations – Episode 3: Corporate Finance
Join Professor Seth C. Oranburg as he explains how corporations raise capital through equity (stock) and debt. Covering topics like common vs. preferred stock, capital structure, dividends, and real-world examples from companies like Tesla and Apple, this episode also touches on legal rules from Delaware law and landmark cases like Dodge v. Ford. Perfect for grasping the basics of corporate fundin
Corporations – Episode 2: Corporate Charter and Bylaws
Professor Seth C. Oranburg dives into the foundational documents of a corporation: the certificate of incorporation (or charter) and bylaws. Learn about essential elements like corporate names, stock structures, business purposes, and registered agents, plus common pitfalls such as defective incorporation and the ultra vires doctrine. This episode is a must for understanding corporate formation in
Corporations – Episode 4: Corporate Governance Basics
Professor Seth C. Oranburg provides an overview of corporate governance, focusing on the roles of shareholders, directors, and officers. He discusses fiduciary duties of care and loyalty, the separation of ownership and control, and key legal frameworks like Delaware General Corporation Law. This episode previews deeper topics in governance, making it essential for business law learners.
Corporations – Episode 5: Shareholder Limited Liability and Piercing the Corporate Veil
In this episode, Professor Seth C. Oranburg examines limited liability—one of corporations' core superpowers—and when courts "pierce the veil" to hold shareholders personally liable. Covering alter ego theory, undercapitalization, fraud, and factors like commingling funds, he draws on cases and Delaware's strict standards. A critical listen for understanding corporate protections and risks.
Corporations – Episode 7: Corporate Separation of Ownership and Control
Explore why separating ownership from control is a feature, not a bug, in corporations with Professor Seth C. Oranburg. He contrasts this with partnerships, critiques pure shareholder democracy, and explains how it enables specialized management and efficiency. Drawing on historical insights from Berle and Means, this episode is key for corporate governance studies.
Corporations – Episode 8: The Future of Corporations
In the season finale, Professor Seth C. Oranburg speculates on the future of corporations, including AI in boardrooms, ESG pressures, public benefit corporations, and decentralized autonomous organizations (DAOs). He recaps the module's themes—limited liability, perpetual existence, and ownership-control separation—while noting innovations in Delaware and beyond. A forward-looking wrap-up for busi
Mastering LLCs – Episode 1: What Are Limited Liability Companies?
In this opening episode, Professor Seth C. Oranburg introduces limited liability companies (LLCs) as a flexible hybrid between partnerships and corporations. He covers their history, key features like limited liability, pass-through taxation, and contractual freedom, plus comparisons to other forms and a season overview. Perfect for understanding why LLCs are popular for modern businesses.
Mastering LLCs – Episode 2: LLC Formation and Operating Agreement
Professor Seth C. Oranburg explains LLC formation under ULLCA §201, including filing the certificate of organization, naming requirements, and registered agents. He emphasizes the critical role of operating agreements, capital contributions vs. corporate stock, and risks of oral agreements or defective filings. Essential for grasping LLC setup basics.
Mastering LLCs – Episode 3: Member- versus Manager-Managed LLCs
Join Professor Seth C. Oranburg as he contrasts member-managed (partnership-like) and manager-managed (corporation-like) LLCs under ULLCA §407. He discusses defaults, fiduciary duties, binding authority, and cases like Freely v. NHAOCG and McConnell v. Hunt Sports. A key episode for navigating LLC governance and avoiding conflicts.
Mastering LLCs – Episode 4: Operating Agreement Design
Professor Seth C. Oranburg dives into crafting LLC operating agreements under ULLCA §105, covering permissible/prohibited terms, voting rights, profit/loss allocations, transfer restrictions, and the "manifestly unreasonable" standard. He warns against boilerplate pitfalls and ambiguities, making this vital for tailored LLC governance.
Mastering LLCs – Episode 5: Fiduciary Duties in LLCs
In this episode, Professor Seth C. Oranburg explores fiduciary duties of care and loyalty under ULLCA §409, how far they can be modified or waived, and limits like "manifestly unreasonable" clauses. Drawing on cases like R&R Capital v. Buck & Doe Run Valley Farms, he contrasts LLCs with corporations and partnerships for internal accountability.
Mastering LLCs – Episode 6: Veil Piercing in LLCs
Professor Seth C. Oranburg examines when LLC limited liability fails via veil piercing, focusing on single-member risks, commingling assets, undercapitalization, and alter ego factors. Paralleling corporate piercing, he highlights formalities to maintain the shield, crucial for small business owners avoiding personal exposure.
Mastering LLCs – Episode 7: Disassociation, Dissolution, and Deadlock in LLCs
Professor Seth C. Oranburg covers LLC endings under ULLCA §§601-701, including disassociation events (voluntary, judicial, death), dissolution triggers (unanimous, judicial, administrative), winding up, and deadlock cases like Fisk Ventures v. Segal. He contrasts with partnerships/corporations, offering tips to prevent meltdowns.
Mastering LLCs – Episode 8: LLC Mergers and Conversions - Episode 8: LLC Mergers and Conversions
Explore LLC mergers, conversions, and transformations under ULLCA Article 10 with Professor Seth C. Oranburg. He discusses plans, approvals, filings, tax implications, and startup flips to C-corps for VC funding, contrasting with corporate mergers' formalities like appraisal rights. Ideal for growth-stage businesses.
Mastering LLCs – Episode 9: The Future of LLCs
Professor Seth C. Oranburg ventures into cutting-edge LLC variants: series LLCs for asset isolation (Delaware §18-215), DAO LLCs for blockchain governance (Wyoming/Utah), and PLLCs for licensed professionals handling malpractice. He notes risks like cross-state uncertainty, perfect for innovative entity planning.
Mastering LLCs – Episode 10: Business Entity Flexibility and Choice
In the finale, Professor Seth C. Oranburg compares LLCs, corporations, and partnerships across seven elements: formation, capital structure, governance, fiduciary duties, liability, tax, and exit/dissolution. With hypotheticals and insights on form evolution, this capstone guides strategic entity selection for any business scenario.
Organizational Choices – Episode 1: A Framework for Analyzing Entity Selection
In this opening episode, Professor Seth C. Oranburg introduces the series on selecting business entities, outlining a 7-issue framework (formation, liability, control, financial rights, continuity, liquidity, mergers) for analysis. He previews the core types—general partnerships, limited partnerships, corporations, and LLCs—plus alternatives, emphasizing practical decision-making and jurisdictiona
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