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PODCAST

Organized: The Business Law Breakdown

bizlawbreakdown

Organized: The Business Law Breakdown simplifies complex legal principles to make business law accessible to everyone. Hosted by Professor Seth C. Oranburg, this podcast uses real-world cases and practical contract law strategies to help business professionals, lawyers, and students master the essentials of business law. Each episode breaks down legal concepts with engaging discussions, real-world applications, and pop culture references—covering everything from the fundamentals of contracts to

business courses

All Episodes

17:28

Organizational Choices – Episode 2: Using a General...

Organized: The Business Law Breakdown ·

2025/08/06

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.

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16:53

Organizational Choices – Episode 1: A Framework for...

Organized: The Business Law Breakdown ·

2025/08/04

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 jurisdictional nuances like Delaware's appeal.

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19:52

Mastering LLCs – Episode 10: Business Entity...

Organized: The Business Law Breakdown ·

2025/08/03

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.

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15:42

Mastering LLCs – Episode 9: The Future of LLCs

Organized: The Business Law Breakdown ·

2025/08/02

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.

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15:57

Mastering LLCs – Episode 8: LLC Mergers and...

Organized: The Business Law Breakdown ·

2025/08/01

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.

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10:50

Mastering LLCs – Episode 7: Disassociation,...

Organized: The Business Law Breakdown ·

2025/07/31

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.

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15:56

Mastering LLCs – Episode 6: Veil Piercing in LLCs

Organized: The Business Law Breakdown ·

2025/07/30

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.

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27:59

Mastering LLCs – Episode 5: Fiduciary Duties in LLCs

Organized: The Business Law Breakdown ·

2025/07/29

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.

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31:44

Mastering LLCs – Episode 4: Operating Agreement Design

Organized: The Business Law Breakdown ·

2025/07/28

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.

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31:36

Mastering LLCs – Episode 3: Member- versus...

Organized: The Business Law Breakdown ·

2025/07/27

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.

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14:22

Mastering LLCs – Episode 2: LLC Formation and...

Organized: The Business Law Breakdown ·

2025/07/26

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.

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17:08

Mastering LLCs – Episode 1: What Are Limited...

Organized: The Business Law Breakdown ·

2025/07/25

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.

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13:26

Corporations – Episode 8: The Future of Corporations

Organized: The Business Law Breakdown ·

2025/07/24

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 business law enthusiasts.

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10:49

Corporations – Episode 7: Corporate Separation of...

Organized: The Business Law Breakdown ·

2025/07/23

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.

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20:55

Corporations – Episode 5: Shareholder Limited...

Organized: The Business Law Breakdown ·

2025/07/21

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.

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09:54

Corporations – Episode 4: Corporate Governance Basics

Organized: The Business Law Breakdown ·

2025/07/20

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.

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23:20

Corporations – Episode 2: Corporate Charter and Bylaws

Organized: The Business Law Breakdown ·

2025/07/20

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 Delaware and under the Model Business Corporations Act.

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10:17

Corporations – Episode 3: Corporate Finance

Organized: The Business Law Breakdown ·

2025/07/19

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 funding in business associations

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09:08

Corporations – Episode 1: Why Corporations Exist

Organized: The Business Law Breakdown ·

2025/07/17

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 and entity formation.

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18:54

Unwrapping Warranties: Promises and Protections in...

Organized: The Business Law Breakdown ·

2025/07/14

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 of merchantability, and the implied warranty of fitness for a particular purpose, with real-world

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102 results

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