Organized: The Business Law Breakdown

In this fourth episode of the shareholder litigation series on Organized: The Business Law Breakdown, Professor Seth C. Oranburg explores the discovery phase, where evidence is gathered to substantiate claims in direct and derivative actions. Learn how discovery promotes transparency under Federal Rule of Civil Procedure 26, focusing on relevance and proportionality, while addressing agency costs...

In this episode, I read aloud Judge Chin’s majority opinion in Meyer v. Uber Techs., Inc., 868 F.3d 66 (2d Cir. 2017), a foundational online-assent case about whether Uber’s mobile “sign-in-wrap” created a binding arbitration agreement. The Second Circuit vacates a district-court denial of arbitration and remands on waiver, holding that the app’s registration screen gave “reasonably conspicuous” n...

In this third episode of the shareholder litigation series on Organized: The Business Law Breakdown, Professor Seth C. Oranburg examines pleading standards as essential gatekeepers in direct and derivative actions. Discover how federal rules under Twombly, Iqbal, and the Private Securities Litigation Reform Act demand plausible, detailed complaints for direct claims involving material misstatement...

In this second episode of the shareholder litigation series on Organized: The Business Law Breakdown, Professor Seth C. Oranburg delves into the critical distinctions between direct and derivative shareholder actions. Learn how direct suits address personal harms to shareholders, such as reliance on material misstatements under securities laws, while derivative actions tackle injuries to the corpo...

In this inaugural episode of the season on shareholder litigation, Professor Seth C. Oranburg introduces listeners to the fundamentals of corporate accountability through a civil procedure playbook. Explore why shareholders might sue their own companies, the core agency problems in corporations, and the key distinctions between direct and derivative actions—with real-world analogies and examples....

Professor Seth C. Oranburg wraps the season by reflecting on governance's purpose—aligning incentives for risk/reward via the business judgment rule—and failures like disconnected boards (Wells Fargo, McDonald's harassment). Drawing on agency theory and economics, he analyzes misalignments (self-serving comp, ignored risks) and debates reforms (activism, regulations like Sarbanes-Oxley). Recapping...

In this episode, Professor Seth C. Oranburg flips the script to examine when boards themselves become the problem, failing in oversight and enabling scandals like Enron's fraud (board-approved off-balance-sheet schemes) and Wells Fargo's fake accounts (ignored warnings). He explores shareholder remedies (voting out directors, derivative suits, selling stock), critiques the system's biases toward d...

This episode covers the "duty of oversight" (part of care/loyalty), requiring active risk monitoring to prevent scandals. Professor Seth C. Oranburg traces its evolution via Caremark (bribery oversight failure, establishing the standard), Marchand/Blue Bell (listeria deaths from ignored safety), and McDonald's (officer liability for harassment). He extends to modern risks like cybersecurity, AI, E...

Professor Seth C. Oranburg unpacks board-CEO conflicts, affirming boards' legal authority to fire CEOs under Delaware law/bylaws, but highlighting real-world fights. Cases include Apple's 1985 ousting of Steve Jobs (coup attempt failed, but he returned triumphantly), Disney/Ovitz ($140M severance for failure, upheld under business judgment), and Uber/Kalanick (forced resignation amid scandals). Th...

In this episode, Professor Seth C. Oranburg reads aloud Chapter 1 of his casebook, Contract Law: Rules, Cases, and Problems. This chapter introduces the nature, purpose, history, and evolution of contract law—from ancient civilizations and the Magna Carta to the modern Restatement and Uniform Commercial Code. Listeners will learn how contract law differs from public law, why promises matter, the h...

Focusing on corporate warfare, this episode explains hostile takeovers—bypassing boards to appeal directly to shareholders—and defenses like poison pills (dilution triggers), white knights (friendly buyers), Pac-Man (counter-bids), and staggered boards (slowing control shifts). Professor Seth C. Oranburg uses examples like Twitter/Musk (pill adopted then waived), Paramount/Time (white knight merge...

Professor Seth C. Oranburg examines shareholder activism as a tool for influencing governance, defining it as investors leveraging ownership for change via proxies, proposals, or pressure. He profiles activists like Carl Icahn and Nelson Peltz, with cases like Dell's buyout fight, Exxon's climate push, and Disney's restructuring battle. The episode debates activism's value—boosting accountability...

Professor Seth C. Oranburg explores the boardroom as the corporation's power center, detailing the board's three core responsibilities: setting strategy, hiring/firing the CEO, and overseeing risk. He breaks down fiduciary duties (care, loyalty, and oversight), distinguishes inside vs. outside directors, and uses cases like Paramount v. Time (strategic mergers), Disney/Ovitz (CEO hiring failures),...

Professor Seth C. Oranburg explores the boardroom as the corporation's power center, detailing the board's three core responsibilities: setting strategy, hiring/firing the CEO, and overseeing risk. He breaks down fiduciary duties (care, loyalty, and oversight), distinguishes inside vs. outside directors, and uses cases like Paramount v. Time (strategic mergers), Disney/Ovitz (CEO hiring failures),...

In this introductory episode, Professor Seth C. Oranburg demystifies corporate governance as the "operating system" of corporations, explaining its role in balancing power among shareholders, boards, and executives. He highlights its real-world impact through examples like Boeing's safety failures, Theranos's fraud, and Enron's collapse, emphasizing how governance shapes economies, industries, and...

Professor Seth C. Oranburg wraps the series with a bonus on variants: professional forms (LLPs, PLLCs, PCs) for licensed pros balancing malpractice liability; social enterprises (B Corps, L3Cs) for mission-profit hybrids; and emerging DAO LLCs for blockchain governance. He recaps the matrix, reflects on trade-offs/jurisdictional complexity (e.g., Delaware exits), and poses questions on intriguing...

In this episode, Professor Seth C. Oranburg covers LLCs as flexible hybrids, formed via certificates/agreements with limited liability and pass-through tax. Using the framework, he highlights customizable control/financials, entity continuity, moderate liquidity, and adaptable mergers—versatile for small businesses but requiring careful operating agreements to avoid defaults.

Professor Seth C. Oranburg delves into corporations as hierarchical powerhouses for scalability, requiring articles/bylaws for formation and offering limited liability. Analyzing via the framework, he covers board/shareholder control, share-based financials, perpetual continuity, high liquidity (especially public stock), and statutory mergers—suited for public companies but with formalities.

Join Professor Seth C. Oranburg as he examines limited partnerships, designed for separating investors (limited partners with liability shields) from managers (general partners with unlimited exposure). Through the framework, he discusses filings for formation, tiered liability/control, proportional financials, term-based continuity, low liquidity, and consensus-driven mergers—ideal for funds like...

Professor Seth C. Oranburg explores general partnerships as the simplest entity, forming accidentally via conduct with no filings needed. Using the 7-issue framework, he covers unlimited liability, equal control/financial rights, fragile continuity, low liquidity, and merger challenges, highlighting risks and suitability for low-stakes, trust-based ventures.

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...

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.

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.

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.

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.