Explore LLC mergers, conversions, and transformations under ULLCA Article 10 with Professor Seth C. Oranburg. He discusses plans, approvals, filings, tax implications, and startup flips to C-corps for VC funding, contrasting with corporate mergers' formalities like appraisal rights. Ideal for growth-stage businesses.

Professor Seth C. Oranburg covers LLC endings under ULLCA §§601-701, including disassociation events (voluntary, judicial, death), dissolution triggers (unanimous, judicial, administrative), winding up, and deadlock cases like Fisk Ventures v. Segal. He contrasts with partnerships/corporations, offering tips to prevent meltdowns.

Professor Seth C. Oranburg examines when LLC limited liability fails via veil piercing, focusing on single-member risks, commingling assets, undercapitalization, and alter ego factors. Paralleling corporate piercing, he highlights formalities to maintain the shield, crucial for small business owners avoiding personal exposure.

In this episode, Professor Seth C. Oranburg explores fiduciary duties of care and loyalty under ULLCA §409, how far they can be modified or waived, and limits like "manifestly unreasonable" clauses. Drawing on cases like R&R Capital v. Buck & Doe Run Valley Farms, he contrasts LLCs with corporations and partnerships for internal accountability.

Professor Seth C. Oranburg dives into crafting LLC operating agreements under ULLCA §105, covering permissible/prohibited terms, voting rights, profit/loss allocations, transfer restrictions, and the "manifestly unreasonable" standard. He warns against boilerplate pitfalls and ambiguities, making this vital for tailored LLC governance.

Join Professor Seth C. Oranburg as he contrasts member-managed (partnership-like) and manager-managed (corporation-like) LLCs under ULLCA §407. He discusses defaults, fiduciary duties, binding authority, and cases like Freely v. NHAOCG and McConnell v. Hunt Sports. A key episode for navigating LLC governance and avoiding conflicts.

Professor Seth C. Oranburg explains LLC formation under ULLCA §201, including filing the certificate of organization, naming requirements, and registered agents. He emphasizes the critical role of operating agreements, capital contributions vs. corporate stock, and risks of oral agreements or defective filings. Essential for grasping LLC setup basics.

In this opening episode, Professor Seth C. Oranburg introduces limited liability companies (LLCs) as a flexible hybrid between partnerships and corporations. He covers their history, key features like limited liability, pass-through taxation, and contractual freedom, plus comparisons to other forms and a season overview. Perfect for understanding why LLCs are popular for modern businesses.

In the season finale, Professor Seth C. Oranburg speculates on the future of corporations, including AI in boardrooms, ESG pressures, public benefit corporations, and decentralized autonomous organizations (DAOs). He recaps the module's themes—limited liability, perpetual existence, and ownership-control separation—while noting innovations in Delaware and beyond. A forward-looking wrap-up for business law enthusiasts.

Explore why separating ownership from control is a feature, not a bug, in corporations with Professor Seth C. Oranburg. He contrasts this with partnerships, critiques pure shareholder democracy, and explains how it enables specialized management and efficiency. Drawing on historical insights from Berle and Means, this episode is key for corporate governance studies.