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:

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:

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.

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:

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.

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.

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.

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.

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.

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:

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!

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!

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.

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.