Organized: The Business Law Breakdown

Episode 27: Imperfect Tender – UCC Warranties

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.

Tornetta v. Musk – Boardroom Battles, Delaware Courts, and the Future of Corporate Governance

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.

Episode 28: Three’s Company – When Contracts Benefit Third Parties

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.

Mission Drift: Can OpenAI Ditch Its Non-Profit Status?

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.

Tornetta v. Musk and the Future of Corporate Law (featuring Professors Bainbridge and Alon-Beck)

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.

Agency Law – Episode 1: Introduction to Agency Law

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.

Agency Law – Episode 2: Authority of Agency

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.

Agency Law – Episode 3: Fiduciary Duties in Agency Law

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.

Agency Law – Episode 4: Termination of Authority

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.

Agency Law – Episode 5: Notice of Termination of Agency

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.