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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

08:51

Shareholder Litigation – Episode 5: Pre-Trial Motions

Organized: The Business Law Breakdown ·

2025/08/24

In this fifth episode of the shareholder litigation series on Organized: The Business Law Breakdown, Professor Seth C. Oranburg examines pre-trial motions as essential tools for challenging or resolving shareholder claims before trial. Delve into motions to dismiss, which scrutinize pleading standards for plausibility and particularity in direct securities fraud actions under Twombly, Iqbal, and Rule 10b-5, or demand futility in derivative suits alleging fiduciary breaches under DGCL and MBCA. The

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15:57

Shareholder Litigation – Episode 4: Discovering the...

Organized: The Business Law Breakdown ·

2025/08/23

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 by uncovering managerial misconduct. For direct suits, discovery targets proof of personal harms like

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24:13

Meyer v. Uber Techologies, Inc. - A Case About Modern...

Organized: The Business Law Breakdown ·

2025/08/22

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” notice and that tapping “Register” unambiguously manifested assent to the linked Terms of Service. Meyer

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08:05

Shareholder Litigation – Episode 3: Pleading the Case

Organized: The Business Law Breakdown ·

2025/08/22

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 misstatements, scienter, reliance, and causation under SEC Rule 10b-5. For derivative suits in Delaware or under the

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16:45

Shareholder Litigation – Episode 2: Direct versus...

Organized: The Business Law Breakdown ·

2025/08/21

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 corporation itself, often involving breaches of fiduciary duties like loyalty and care. The discussion

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10:43

Shareholder Litigation – Episode 1: Why Business...

Organized: The Business Law Breakdown ·

2025/08/20

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. The discussion covers strategic forum choices, such as Delaware's Court of Chancery versus federal

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08:24

Corporate Goverance - Episode 9: Why Corporate...

Organized: The Business Law Breakdown ·

2025/08/19

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 key elements (duties, activism, takeovers), he stresses diligence/engagement as vital, previews

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08:10

Corporate Goverance - Episode 8: When Governance Fails

Organized: The Business Law Breakdown ·

2025/08/18

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 directors, and discusses fixes like activism amid trends like Delaware exits (Dexit). The episode

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13:40

Corporate Goverance - Episode 7: Executive Compensation

Organized: The Business Law Breakdown ·

2025/08/17

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, ESG, emphasizing systems for red flags—failures lead to personal fines and reputational ruin.

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08:01

Corporate Goverance - Episode 6: Boardroom Coups

Organized: The Business Law Breakdown ·

2025/08/16

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). The episode stresses ego, contracts, and outcomes—boards usually prevail, but at costs like golden

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01:05:06

What Is Contract Law? (Chapter 1 from Contract Law:...

Organized: The Business Law Breakdown ·

2025/08/15

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 historical interplay between law and equity, and the leading theories that justify enforcing contracts

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09:53

Corporate Goverance - Episode 5: Hostile Takeovers

Organized: The Business Law Breakdown ·

2025/08/15

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 merger), Martin Marietta/Bendix (Pac-Man chaos), and Airgas (staggered success). He weighs pros

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11:35

Corporate Goverance - Episode 4: Shareholder Activism

Organized: The Business Law Breakdown ·

2025/08/14

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 vs. promoting short-termism (e.g., Sears' collapse)—and notes social media's role in amplifying

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10:38

Corporate Goverance - Episode 3: Fidicuary Duties

Organized: The Business Law Breakdown ·

2025/08/13

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), and Theranos (oversight lapses) to illustrate successes and disasters. The episode stresses boards'

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10:03

Corporate Goverance - Episode 2: The Board of Directors

Organized: The Business Law Breakdown ·

2025/08/12

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), and Theranos (oversight lapses) to illustrate successes and disasters. The episode stresses boards'

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09:19

Corporate Goverance - Episode 1: Who Decides What...

Organized: The Business Law Breakdown ·

2025/08/11

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 accountability. The episode motivates the season by posing key questions—who runs companies, and what

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24:29

Organizational Choices – Episode 6: Special Form

Organized: The Business Law Breakdown ·

2025/08/10

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 forms.

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13:37

Organizational Choices – Episode 5: Leveraging LLC...

Organized: The Business Law Breakdown ·

2025/08/09

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.

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12:13

Organizational Choices – Episode 4: Selecting the...

Organized: The Business Law Breakdown ·

2025/08/08

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.

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10:01

Organizational Choices – Episode 3: Utilizing Limited...

Organized: The Business Law Breakdown ·

2025/08/07

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 VC or real estate.

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102 results

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