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. Designed for law students and anyone curious about the foundations of private law, this reading blends doctrinal clarity with historical insight, setting the stage for deeper study throughout the course

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 (accountability) against cons (short-term disruption).

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 influence.

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' legal obligations and the consequences of neglect.

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' legal obligations and the consequences of neglect.

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 happens when it goes wrong?—while previewing topics like fiduciary duties, activism, and takeovers.

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.

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.

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.

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.