Organized: The Business Law Breakdown

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.

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.

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.

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.

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.

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.

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...

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.

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.

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.

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...

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...

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...

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...

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....

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...

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...

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...

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...

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...

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...

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),...

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...

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...

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...