Organized: The Business Law Breakdown

What Is Crypto, Anyway? A Functional Framework for Digital Asset Regulation

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

Economic Analysis of Agency Law – Episode 9: Managing Conflict

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.

Economic Analysis of Agency Law – Episode 10: The Big Picture (Synthesizing Delegation and Trust)

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.

Partnerships – Episode 1: What Are Partnerships?

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.

Partnerships – Episode 2: Default Governance (Flat and Equal)

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.

Partnerships – Episode 3: Partners’ Agency and Authority

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.

Partnerships – Episode 4: Entity or Aggregate?

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.

Partnerships – Episode 5: Fiduciary Duties

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.

Partnerships – Episode 6: Disassociation and Dissolution

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.

Partnerships – Episode 7: Partnership Taxation

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.