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1 You Are Your Longest Relationship: Artist DaQuane Cherry on Psoriasis, Art, and Self-Care 32:12
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DaQuane Cherry was once the kid who wore a hoodie to hide skin flare-ups in school. Now he’s an artist and advocate helping others feel seen. He reflects on his psoriasis journey, the power of small joys, and why loving yourself first isn’t a cliché—it’s essential. Plus, a deep dive into the history of La Roche-Posay’s legendary spring. See omnystudio.com/listener for privacy information.…
Organized: The Business Law Breakdown
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المحتوى المقدم من bizlawbreakdown. يتم تحميل جميع محتويات البودكاست بما في ذلك الحلقات والرسومات وأوصاف البودكاست وتقديمها مباشرة بواسطة bizlawbreakdown أو شريك منصة البودكاست الخاص بهم. إذا كنت تعتقد أن شخصًا ما يستخدم عملك المحمي بحقوق الطبع والنشر دون إذنك، فيمكنك اتباع العملية الموضحة هنا https://ar.player.fm/legal.
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 advanced corporate governance.
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المحتوى المقدم من bizlawbreakdown. يتم تحميل جميع محتويات البودكاست بما في ذلك الحلقات والرسومات وأوصاف البودكاست وتقديمها مباشرة بواسطة bizlawbreakdown أو شريك منصة البودكاست الخاص بهم. إذا كنت تعتقد أن شخصًا ما يستخدم عملك المحمي بحقوق الطبع والنشر دون إذنك، فيمكنك اتباع العملية الموضحة هنا https://ar.player.fm/legal.
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 advanced corporate governance.
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1 Corporations – Episode 2: Corporations Charter and Bylaws 23:20
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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.…

1 Corporations – Episode 1: Why Corporations Exist 9:08
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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.…

1 Unwrapping Warranties: Promises and Protections in Contract Law 18:54
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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 examples and hypotheticals to illustrate their application. We analyze landmark cases like Doherty v. Ash, where a jeweler's appraisal letter created an express warranty for "finest quality" diamonds, and Tyson v. Ciba-Geigy Corp., highlighting reliance in implied fitness warranties for specialized needs like crop protection. Plus, we discuss how sellers can disclaim warranties—clearly and conspicuously—to balance risks, while touching on policy goals of efficiency, trust, and fair bargaining as outlined in the Restatement (Second) of Contracts and UCC Article 2. Whether you're a student prepping for exams, a professional navigating sales disputes, or just curious about the promises behind everyday purchases, this episode equips you with tools to spot warranty issues and understand their economic impact. Tune in for engaging what-if scenarios, practical insights, and a reminder that in contract law, words (and silences) carry real weight. Subscribe for more breakdowns on contract fundamentals!…

1 Episode 26: Limitations on Money Damages 27:02
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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. Together, these doctrines draw the boundary of expectation damages. The video walks through Hadley v. Baxendale, Restatement (Second) § 351, § 352, and UCC §§ 2-715, 2-712, and 2-718. It uses concrete examples involving airplane parts, startup ride-sharing scooters, bottling delays, and brewery supply chains to illustrate how courts analyze direct and consequential damages. The discussion closes with a framework for drafting enforceable liquidated-damages clauses, including the two-prong reasonableness test and how such clauses interact with other limitations doctrines.…

1 Partnerships – Episode 7: Partnership Taxation 9:55
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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 and customizable rules for allocations under the Revised Uniform Partnership Act. The episode also outlines key tax-related provisions to include in a partnership agreement—such as distribution planning, guaranteed payments, and exit strategy clauses. It concludes with a reflection on the practical implications of partnership taxation in entity selection and business planning.…

1 Partnerships – Episode 6: Disassociation and Dissolution 8:26
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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, including asset liquidation, debt repayment, and final partner distributions. The role of partnership agreements in governing exit procedures and minimizing conflict is emphasized, along with practical considerations for planning transitions in advance. The episode concludes the core doctrine segment of the partnership series by situating disassociation and dissolution as natural parts of the business life cycle.…

1 Partnerships – Episode 5: Fiduciary Duties 6:35
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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 baseline standard in partner conduct. Practical examples illustrate how these duties operate in business settings and what conduct may constitute a breach. It concludes by explaining how partnership agreements can modify, but not eliminate, fiduciary duties, and outlines the legal remedies available for breach.…

1 Partnerships – Episode 4: Entity or Aggregate? 7:35
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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 to own assets, enter contracts, and sue or be sued in their own name. It also discusses remaining areas where the aggregate theory persists, including partnership taxation (pass-through treatment) and dissolution. The episode concludes by assessing how the Entity Theory improves legal clarity for third parties while preserving flexibility for partners.…

1 Partnerships – Episode 3: Partners’ Agency and Authority 9:59
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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 practice, or reasonable third-party perceptions. It also addresses limitations on authority, such as the requirement of unanimity for extraordinary acts, and tools like Statements of Partnership Authority that can clarify or restrict a partner’s power. The episode concludes with a look at the risks of unauthorized or self-serving actions by partners, how fiduciary duties intersect with agency law, and what protections exist for both the partnership and third parties.…

1 Partnerships – Episode 2: Default Governance (Flat and Equal) 9:37
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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 they can lead to surprising results. We’ll also examine the practical implications for lawyers advising clients: when to rely on default rules, when to contract around them, and how to spot warning signs of dysfunction.…

1 Partnerships – Episode 1: What Are Partnerships? 11:32
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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), and why a written partnership agreement is so important. Perfect for students and professionals who want a clear, foundational understanding of business organizations.…

1 Economic Analysis of Agency Law – Episode 10: The Big Picture (Synthesizing Delegation and Trust) 6:17
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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 tools like fiduciary duties, bonding, and effective monitoring work together to build trust and foster efficient agency relationships. Drawing on economic insights from scholars like Schumpeter, Knight, and Kirzner, Professor Oranburg demonstrates that agency law is not just a set of legal rules, but a dynamic framework for managing human behavior, uncertainty, and innovation. Tune in to explore the big picture of delegation, understand why continuous adaptation is vital, and discover how these principles apply in real-world settings—whether in the boardroom, on the job, or in everyday life.…

1 Economic Analysis of Agency Law – Episode 9: Managing Conflict 7:23
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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 must choose between Fox and Sox’s ambitious proposal to expand the hive and Horton’s conservative vision for sustainable growth, Professor Oranburg demonstrates how such clashes can disrupt even the most well-designed systems. He explores key concepts of principal-agent and agent-agent conflicts, and offers practical strategies—such as fostering open dialogue, aligning incentives, and delegating conflict resolution—to balance innovation with stability. Tune in to discover how thoughtful management of competing interests can reduce inefficiencies, foster collaboration, and sustain trust in agency relationships.…

1 What Is Crypto, Anyway? A Functional Framework for Digital Asset Regulation 19:32
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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 that regulation should follow economic function, not technological form. With wit and clarity, this talk offers a field guide for lawyers, regulators, and scholars trying to navigate the shifting categories of digital finance. Read my working paper here: https://dx.doi.org/10.2139/ssrn.5254743…

1 Economic Analysis of Agency Law – Episode 8: Entrepreneurial Agency (Navigating Risk and Uncertainty) 6:25
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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 bees’ buzz patterns, Professor Oranburg illustrates the promise and pitfalls of entrepreneurial agency. Drawing on insights from economic thinkers like Joseph Schumpeter, Frank Knight, and Israel Kirzner, he shows how principals must balance the freedom to innovate with the inherent uncertainty and potential for inefficiency. Tune in to discover how encouraging entrepreneurial behavior can drive progress and create value, while also posing new challenges that require strategic oversight and adaptability.…
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Organized: The Business Law Breakdown

1 Economic Analysis of Agency Law – Episode 7: Aligning Incentives 8:40
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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 mayor experiments with a performance-based bonus system for his Watchers, Professor Oranburg demonstrates both the promise and pitfalls of bonding. He delves into challenges like misaligned short-term versus long-term incentives, the cost of additional monitoring, and residual loss when incentives backfire. Drawing on real-world parallels such as executive compensation and venture capital funding, this episode offers insights into designing effective bonding systems that foster accountability, transparency, and long-term success in agency relationships. Tune in to understand how carefully crafted incentives can transform delegation into a catalyst for growth—and what happens when the balance goes awry.…
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Organized: The Business Law Breakdown

1 Economic Analysis of Agency Law – Episode 6: Trust & Reputation 7:43
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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 mayor launches a town-wide reputation building program (complete with the coveted Golden Watcher Award), Professor Oranburg illustrates how consistent behavior, transparency, and accountability can rebuild trust even after severe breaches occur. Tune in to discover why trust and reputation are essential for sustaining efficient agency relationships, and how their proper management creates a resilient environment for delegation in both business and everyday life.…
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Organized: The Business Law Breakdown

1 Economic Analysis of Agency Law – Episode 5: When Trust Breaks Down 7:29
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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 as moral hazard and residual loss, showing how breaches not only shatter trust but also inflate transaction costs and destabilize delegation systems. Drawing parallels with real-world examples like the Enron scandal, this episode highlights the profound implications of fiduciary failures and discusses strategies to repair and prevent such breaches. Tune in to learn how accountability, strengthened monitoring, and aligned incentives are essential for maintaining efficient and trustworthy agency relationships.…
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Organized: The Business Law Breakdown

1 Economic Analysis of Agency Law – Episode 4: Rules Scaffolding Trust 7:37
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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 mayor implements fiduciary duties to rein in overzealous Watchers, Professor Oranburg illustrates how clear expectations and aligned incentives can stabilize agency relationships. However, he also shows that fiduciary duties aren’t a magic fix; they must be maintained alongside good judgment, effective communication, and proper enforcement mechanisms. Tune in to explore how fiduciary duties serve as the invisible scaffolding that holds up agency law, and learn why breaches—even with robust duties—can still incur costly economic and legal consequences.…
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Organized: The Business Law Breakdown

1 Economic Analysis of Agency Law – Episode 3: Costs and Benefits of Agency 9:33
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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, Professor Oranburg explores key questions: Does delegating authority reduce overall transaction costs, or does it simply shift them elsewhere? Using the whimsical metaphor of Hotch Hotch—a frustrated mayor, a lazy bee watcher, and a cascade of layers of supervision—this episode vividly illustrates how each additional layer of oversight introduces its own costs, from search and negotiation expenses to monitoring and enforcement challenges. Tune in to understand how principals can better balance the benefits of empowering agents against the risks of uncertainty and inefficiency, and learn how economic theory informs practical solutions in real-world agency relationships.…
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Organized: The Business Law Breakdown

1 Economic Analysis of Agency Law – Episode 2: How to Bond an Agent 7:46
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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 their best interest. Drawing on real-world analogies—from the classic case of a kitchen remodel gone awry to humorous insights inspired by a mayor’s overzealous supervision—Professor Oranburg explains the three key tools principals use to reduce agency costs: monitoring, bonding, and disciplining. He explores how monitoring (using performance reviews, project management tools, and time-tracking systems) helps keep agents accountable, while bonding (through incentives like performance-based compensation) aligns the agent’s interests with those of the principal. He also discusses disciplining as a reactive measure to enforce accountability when expectations aren’t met. This episode not only highlights the benefits of each approach but also addresses their inherent drawbacks—such as the high costs of monitoring, the risk of incentive gaming through bonding, and the potential downsides of punitive disciplining. By examining these trade-offs, Professor Oranburg equips you with the economic insights necessary to balance efficiency and oversight in agency relationships. Tune in to discover how these tools work together to bridge the gap between delegation and trust, and learn why even the best strategies require careful implementation. Next, we’ll continue our journey by diving deeper into the concept of authority in agency law.…
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Organized: The Business Law Breakdown

1 Economic Analysis of Agency Law – Episode 1: Welcome to Business Law & Economics with Dr. Seuss 10:55
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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. Whether you’ve ever hired a contractor, managed a team, or taken an Uber, you’ve encountered agency issues firsthand. Professor Oranburg breaks down how these relationships work in practice—explaining why agents sometimes fall short of expectations and how economic theory can help principals better manage agency costs. With clear explanations, relatable examples, and a glossary to ease you into the technical terms, this episode sets the stage for a deeper dive into the intersection of law and economics. Tune in to discover how agency law isn’t just confined to courtrooms or boardrooms—it’s a fundamental part of daily life.…
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Organized: The Business Law Breakdown

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 ratification, explaining how these concepts protect third parties and bind principals even when formal authority is absent. The review sets the stage for our upcoming case study, Gay Jenson Farms Co. v. Cargill , by inviting you to critically analyze how courts determine liability based on the principal’s conduct and control. As you prepare to dive into this pivotal case, consider questions such as: Did the principal’s behavior create a reasonable basis for third parties to believe in the agent’s authority? How do the doctrines of estoppel or ratification influence the court’s decision? Join Professor Oranburg as he consolidates these complex ideas, helping you bridge theory with practical application in real-world business disputes.…
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Organized: The Business Law Breakdown

1 Agency Law – Episode 6: Agency Estoppel and Ratification 5:48
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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 unauthorized actions, thereby binding themselves to those actions as if they had been authorized from the outset. Drawing on key sections of the Restatement (Third) of Agency, he highlights the subtle distinctions between these doctrines and illustrates their real-world applications through practical examples. Listeners will learn why clear communication and proactive management of agent authority are essential for principals, and what steps third parties should take to verify an agent’s scope of authority. Tune in to understand how these overlapping yet distinct doctrines work to balance fairness and accountability in agency relationships, and to prepare for our final review of agency law in the next lecture.…
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Organized: The Business Law Breakdown

1 Agency Law – Episode 5: Notice of Termination of Agency 4:56
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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 practical steps principals must take—such as sending personal notifications or updating public information—to avoid unintended liabilities. Real-world examples illustrate how failing to notify can leave a principal exposed to claims for unauthorized actions. Tune in to learn why timely and effective communication is essential for mitigating risk and maintaining trust in business relationships, setting the stage for our next lecture on the doctrines of estoppel and ratification.…
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Organized: The Business Law Breakdown

1 Agency Law – Episode 4: Termination of Authority 6:40
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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 cessation of actual authority and the persistence of apparent authority, emphasizing the importance of notifying third parties to prevent unintended liabilities. Real-world examples illustrate how a failure to manage termination properly can lead to ongoing obligations or disputes. Tune in to gain essential insights into the process and implications of ending an agency relationship, setting the stage for our next discussion on estoppel and ratification.…
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Organized: The Business Law Breakdown

1 Agency Law – Episode 3: Fiduciary Duties in Agency Law 6:10
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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 maintain trust and accountability within the principal-agent relationship—and what happens when they are breached. Tune in to deepen your understanding of the ethical and legal framework that protects business relationships, setting the stage for our next discussion on the termination of agency relationships.…
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Organized: The Business Law Breakdown

1 Agency Law – Episode 2: Authority of Agency 8:06
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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. Oranburg demonstrates how these forms of authority can legally bind a principal and explores the potential risks businesses face when authority is not clearly defined. Tune in to deepen your understanding of managing authority and mitigating legal and financial liabilities in complex agency relationships.…
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Organized: The Business Law Breakdown

1 Agency Law – Episode 1: Introduction to Agency Law 5:58
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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. Tune in for a clear, engaging primer that sets the stage for a deeper dive into the nuances of authority in future lectures.…
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Organized: The Business Law Breakdown

1 Tornetta v. Musk and the Future of Corporate Law (featuring Professors Bainbridge and Alon-Beck) 1:02:41
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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 compensation package—the largest in corporate history—was struck down by Delaware’s Court of Chancery. But the court’s ruling is about much more than Musk or Tesla. It raises fundamental questions: Are courts overstepping into corporate boardrooms? Do shareholder votes really matter when process and transparency are flawed? Could this ruling challenge Delaware’s dominance as the corporate law capital of America? Professor Bainbridge critiques the decision as a judicial overreach that risks undermining board autonomy and innovation, while Professor Alon-Beck argues it’s a necessary correction that reinforces the importance of governance safeguards and shareholder trust. Together, they explore: The tension between judicial oversight and managerial discretion. Why ratification votes by shareholders aren’t always a “cleanse-all” solution. Whether Delaware risks losing its corporate law crown to other states. The broader implications for executive compensation and conflicted-controller transactions. Host Professor Seth Oranburg challenges both perspectives with devil’s advocate questions, ensuring a lively, balanced, and thought-provoking debate. The episode bridges academic theory with real-world stakes, offering listeners insights into governance, corporate law, and the evolving balance of power between shareholders, boards, and visionary leaders like Musk.…
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Organized: The Business Law Breakdown

1 Mission Drift: Can OpenAI Ditch Its Non-Profit Status? 47:34
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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, they explore OpenAI's hybrid “capped-profit” model, the blurred lines between public benefit and private profit, and the ethical questions raised when mission-driven organizations pivot for growth. From Musk’s role as an early funder to the broader implications for innovation, regulation, and public trust, this episode dives deep into: What really happens when nonprofits mix profit motives with their mission. The tax and legal risks for organizations transitioning from nonprofit to for-profit. The role of governance, oversight, and accountability in hybrid corporate models. AI is reshaping the world, but can the law keep up? And is OpenAI’s approach the future of innovation—or a cautionary tale of mission drift? Join us for this thought-provoking breakdown of one of today’s most debated business law issues.…
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Organized: The Business Law Breakdown

1 Episode 28: Three’s Company – When Contracts Benefit Third Parties 27:51
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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 creating third-party rights in various contexts, from insurance contracts to construction agreements. Gain insights into drafting contracts that effectively manage third-party rights and obligations, concluding your comprehensive journey through contract law.…
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Organized: The Business Law Breakdown

1 Tornetta v. Musk – Boardroom Battles, Delaware Courts, and the Future of Corporate Governance 46:21
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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 expertise in securities litigation, Eric’s authority on the market for business law, and Seth’s big-picture insights, this episode unpacks the implications of this landmark case for corporate boards, CEOs, and the future of corporate law.…
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Organized: The Business Law Breakdown

1 Episode 27: Imperfect Tender – UCC Warranties 27:47
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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 warranties and other contract terms. Gain practical knowledge about drafting effective warranty clauses, dealing with warranty breaches, and navigating the balance between seller protection and buyer rights in commercial transactions.…
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Organized: The Business Law Breakdown

1 Episode 26: When Goods Go Bad – UCC Damages 30:04
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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 landmark cases and real-world examples to illustrate these principles in action. Whether you’re a law student, a business professional, or just curious about consumer rights, tune in to learn how the law handles those tricky situations when products don’t live up to expectations.…
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Organized: The Business Law Breakdown

1 Bonus Episode – Mastering MBE Strategies 35:07
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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 answer choices through strategic reasoning and process of elimination. Recognize exceptions to general rules and how they shape the correct answer. Make intelligent guesses when you’re unsure, by identifying red flags and narrowing down options. Through carefully crafted sample questions, you’ll learn to apply these strategies step-by-step and avoid common pitfalls that trip up even the best-prepared test-takers. Whether you’re gearing up for finals, preparing for the bar exam, or just looking to sharpen your analytical skills, this episode will give you the tools to succeed. Don’t miss this opportunity to level up your exam game and approach multiple-choice questions with confidence and clarity. Tune in, take notes, and start mastering the art of legal exam strategy!…
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Organized: The Business Law Breakdown

1 Episode 25: Equity’s Enforcers – When Money Can’t Buy Justice 31:22
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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. Whether you’re a law student, a business professional, or just curious about contract law, this episode will give you a new perspective on what happens when money alone can’t make things right. Tune in to learn when courts become equity’s enforcers!…
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Organized: The Business Law Breakdown

1 Episode 24: Greater Expectations – Alternative Money Damages 21:58
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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 to “Shark Tank” deals. Whether you’re a law student, a business professional, or just curious about contract law, this episode will give you a new perspective on remedies for breach of contract. Tune in to learn when and why courts might award damages that go beyond the typical “benefit of the bargain” calculation.…
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Organized: The Business Law Breakdown

1 Episode 23: Show Me the Money – Expectation Damages 29:27
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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 quantified in different scenarios and the limitations on recovery. Gain practical knowledge about protecting your interests in contract drafting and what to expect if a breach occurs.…
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Organized: The Business Law Breakdown

1 Episode 22: The More Things Change – Modifying Contracts by Mutual Assent 33:49
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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 effectively modify contracts, the pitfalls to avoid, and how courts interpret changes to existing agreements. Gain valuable insights into negotiating and implementing contract modifications in various business contexts.…
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Organized: The Business Law Breakdown

1 Episode 21: Excuse Me - When Non-Performance Is Judicially Justified 23:55
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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 these principles apply in various contexts, from natural disasters to changes in law. Gain insights into drafting contracts that account for potential excuses and navigating situations where performance becomes challenging or impossible.…
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Organized: The Business Law Breakdown

1 Episode 20: Here comes Trouble – Anticipatory Repudiation 19:33
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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. Through engaging examples and landmark cases, gain practical knowledge about handling potential contract breaches before they occur and protecting your interests in ongoing contractual relationships.…
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Organized: The Business Law Breakdown

1 Are University Speech Codes Too Restrictive? A Conversation about Free & Higher Education 1:31:35
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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 intellectual diversity, the impact of speech codes, and the challenges of balancing safety, inclusion, and free expression. 📚 Key Takeaways: Insights into how universities can create spaces for healthy disagreement. Legal and moral perspectives on the constitutionality and ethics of speech regulations. Real-world examples of how free speech principles are tested in academia today. 📌 Timestamps: 00:00 Introduction and Welcome 00:18 Introducing the Panelists 02:27 Panel Discussion Format 03:04 The Role of Higher Education 10:07 Speech Codes in Higher Education 25:38 Student Protests and Free Expression 37:12 Balancing Freedom of Expression and Safety 48:30 Diversity, Equity, and Inclusion Programs 59:23 The Role of Universities in Free Speech 01:00:36 Should Universities Promote Inoffensive and Socially Acceptable Speech?…
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Organized: The Business Law Breakdown

1 Episode 19: Performance in Contracts – When Is “Good Enough” Really Enough? 21:25
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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 insights into protecting your interests as both a performer and a recipient of contractual performance. Understand the balance between strict compliance and practical flexibility in contract execution.…
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Organized: The Business Law Breakdown

1 Episode 14: Words in Context – How Courts Interpret Contracts 15:14
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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 real-world examples and landmark cases, gain insights into how ambiguities are resolved and how context shapes interpretation. Understand the importance of clear drafting and how to protect your interests when entering into agreements.…
مرحبًا بك في مشغل أف ام!
يقوم برنامج مشغل أف أم بمسح الويب للحصول على بودكاست عالية الجودة لتستمتع بها الآن. إنه أفضل تطبيق بودكاست ويعمل على أجهزة اندرويد والأيفون والويب. قم بالتسجيل لمزامنة الاشتراكات عبر الأجهزة.