Scholarship Audit — Seth C. Oranburg

Generated: 2026-03-29

PAPER SUMMARIES

1. Protecting Trade Secrets

Title: Protecting Trade Secrets (First Edition)
Publisher/Year: Carolina Academic Press, 2025 (typeset 10/16/25)
Summary: A law school textbook on trade secret law. The first three pages are title/copyright pages; the substantive content begins later. This is a casebook-style publication for legal education.
Themes: trade secrets, intellectual property, legal education, casebook

2. Valuing Uncertain Trade Secrets: Epistemic Boundaries of the Reasonable Royalties Remedy

Journal/Year: Forthcoming (manuscript, 2025)
Summary: Reasonable royalties as a remedy for trade secret misappropriation present a paradox: courts borrow the hypothetical-negotiation framework from patent law but trade secrets lack patent’s fixed duration, public disclosure, and market anchors. The article distinguishes “market-anchored” secrets (where royalties work tolerably) from “uncertain-value” secrets (where they become speculative), and proposes a calibration principle requiring plaintiffs to demonstrate meaningful price-discovery evidence before reasonable royalties are authorized. Uses Sorrento Therapeutics v. Mack (Del. Ch. 2025) as proof of concept.
Themes: trade secrets, reasonable royalties, IP remedies, Knightian uncertainty, judicial valuation

3. Market Power and Governance Power: New Tools for Antitrust Enforcement in the Decentralized Gig Economy

Journal/Year: Competition Policy International (CPI), 2025
Summary: Advances a dual-metric framework for digital-age antitrust enforcement that integrates traditional market concentration measures (HHI) with novel governance concentration metrics (Nakamoto coefficient, Gini coefficient). Demonstrates that traditional antitrust tools are insufficient for assessing competitive risk in markets characterized by DAOs and algorithmic gig platforms. Constructs a four-quadrant matrix of organizational types to determine when intervention is warranted, favoring governance reform and interoperability over blunt structural breakups.
Themes: antitrust, DAOs, gig economy, blockchain governance, market concentration, decentralization

4. The GENIUS Dilemma: Innovation Versus Antifraud in Stablecoin Regulation

Journal/Year: Stanford Journal of Blockchain Law & Policy, Vol. 9.1, 2025
Summary: Provides the first doctrinal analysis of the GENIUS Act (Guiding and Establishing National Innovation for U.S. Stablecoins Act of 2025), enacted after the TerraUSD collapse exposed unregulated stablecoin risks in a $260 billion market. The statute exempts compliant payment stablecoins from the Securities Act’s “security” definition while enforcing strict reserve requirements, shifting authority from ex post SEC enforcement to ex ante prudential oversight. The article contends GENIUS resolves regulatory fragmentation but reveals latent tensions including jurisdictional overlaps and diluted antifraud measures. [NOTE: Earlier drafts referenced a tailored private right of action; the published version does not include this provision.]
Themes: stablecoin regulation, GENIUS Act, cryptocurrency, securities law, financial regulation, digital assets

5. Replacing Howey with CLARITY: Resolving Securities Regulation’s Temporal Paradox

Journal/Year: Manuscript, 2025
Summary: Blockchain-based assets can transform their legal status as they mature through decentralization, evolving from securities to commodity-like instruments as control disperses. The Supreme Court’s 1946 Howey test leaves ambiguous whether securities regulation governs assets or transactions and provides no framework for assets whose legal classification evolves over time – a gap termed the “Temporal Paradox.” The Digital Market Asset CLARITY Act of 2025 resolves this by structuring regulation around asset lifecycle phases, establishing a new category for assets whose value flows from network autonomy rather than promoter action, with a conditional exemption and maturity certification mechanism.
Themes: securities regulation, Howey test, CLARITY Act, digital assets, blockchain, temporal paradox, institutional design

6. Function Over Form: Toward a Safe Harbor Framework for DeFi Regulation of Utility Tokens

Journal/Year: Louisiana Law Review, Vol. 86, 2025
Summary: DeFi tokens perform distinct economic roles (governance, collateral, stability, utility access) but existing securities doctrine often misclassifies non-investment tokens as securities, deterring development. The article develops a function-based regulatory framework and proposes a narrow statutory safe harbor for utility tokens with three safeguards: technical resilience (security audits, incident-response protocols), accountable control (defined upgrade authority), and calibrated oversight (consumer-protection requirements for access tokens rather than investor-protection regimes). Argues that only Congress can enact a durable, uniform rule distinguishing true utilities from investment contracts.
Themes: DeFi, utility tokens, safe harbor, securities regulation, function-based regulation, blockchain, consumer protection

7. A Systems Approach: Teaching Intellectual Property in Our Interconnected World

Journal/Year: Manuscript, 2025
Summary: Explores the imperative shift from a fragmented to an integrated systems approach in intellectual property education. The interconnected nature of IP law necessitates an educational framework that integrates patents, trademarks, copyrights, and trade secrets rather than teaching them in silos. Draws on the case study of UNH Franklin Pierce School of Law’s Hybrid JD program as a pioneering model, and outlines practical strategies for overcoming institutional barriers to curriculum integration.
Themes: IP education, systems thinking, legal pedagogy, curriculum reform, hybrid JD, intellectual property

8. Beyond the Ivory Tower: Confronting Antisemitism, Anti-Zionism, and Free Speech Through Firsthand Observation and Engagement

Journal/Year: Academic Engagement Network (AEN) Research Paper Series, Research Paper No. 7, August 2025
Summary: Examines whether anti-Zionism constitutes antisemitism, drawing on legal analysis (Title VI, free speech, hate crimes) and the author’s firsthand observations in Israel after October 7. Part I addresses the scholarly and legal debate around defining anti-Zionism as antisemitism. Part II recounts experiencing Israel post-October 7 through visits to attack sites (Kibbutz Nir Oz, Nova Festival). Part III proposes a liberal-realist framework for institutional clarity in the face of ideological violence, advocating virtue ethics and institutional integrity on university campuses.
Themes: antisemitism, anti-Zionism, free speech, higher education, Israel, institutional governance, virtue ethics

9. Contract Law: Rules, Cases, and Problems (Second Edition)

Title: Contract Law: Rules, Cases, and Problems (Second Edition)
Publisher/Year: Carolina Academic Press (textbook)
Summary: Law school casebook covering contract law. Second edition.
Themes: contract law, legal education, casebook

10. Questions & Answers: Business Associations (Third Edition)

Title: Questions & Answers: Business Associations – Multiple-Choice and Short-Answer Questions and Answers (Third Edition)
Authors: Douglas M. Branson, Seth C. Oranburg, John Towers Rice
Publisher/Year: Carolina Academic Press, 2024 (typeset 2/12/24)
Summary: Study guide in the Q&A series covering business associations through multiple-choice and short-answer questions. Third edition.
Themes: business associations, legal education, study guide

11. Advanced Online Continuing Legal Education: How to Leverage Technology-Mediated Education for Lawyers’ Lifelong Learning

Journal/Year: Journal of Legal Education, Vol. 72, No. 3 & 4, 2024
Summary: Brings learning theory and cognitive science to bear on online continuing legal education (OCLE). Argues that OCLE’s social value is likely negative because MCLE compliance measures inputs (hours watching videos) rather than outputs (learning achieved), encouraging passive learning rather than active engagement. Proposes “backward design” and “chunking” techniques to make OCLE more effective, and calls on state bar associations to require or encourage best practices in technology-mediated education rather than prohibiting online CLE.
Themes: continuing legal education, online learning, legal pedagogy, learning science, technology-mediated education

12. Antitrust Law for Blockchain Technology

Journal/Year: Journal of Corporation Law, Vol. 49:2, 2024
Summary: Argues that applying traditional antitrust law to the modern internet could break it. Critiques FTC Chair Lina Khan’s Neo-Brandesian approach for relying on false analogies between 19th-century oil/railroad monopolies and today’s decentralized information markets. The article illuminates fundamental structural distinctions between commodity markets and information markets to help lawyers, regulators, and judges apply antitrust doctrine correctly to the increasingly decentralized-distributed structure of the World Wide Web.
Themes: antitrust, blockchain, Big Tech, internet regulation, market structure, Neo-Brandesianism, decentralization

14. The Unintended Consequences of Mandatory ESG Disclosures

Journal/Year: Business Lawyer, Vol. 77, Issue 3 (Summer 2022), pp. 697-712
Summary: Challenges the assumption that mandatory ESG disclosures will lead to more corporate social responsibility. Instead, argues the opposite could occur: mandatory ESG disclosures could actually lead to less CSR activity. The paper explains the theoretical mechanism for this counterintuitive result (the information paradox), reviews empirical studies showing ESG-related mandatory disclosures are not associated with beneficial real-world outcomes, and considers the compliance costs. Argues the SEC should quantitatively consider costs and benefits before mandating ESG disclosures.
Themes: ESG, corporate social responsibility, mandatory disclosure, securities regulation, shareholder wealth maximization, information paradox

15. A History of Financial Technology and Regulation: From American Incorporation to Cryptocurrency and Crowdfunding

Publisher/Year: Cambridge University Press (book)
Summary: A book-length work using historical analysis to illuminate recent changes in finance. Covers mutual funds, cryptocurrencies, the stock market, and digital investment strategies. Begins with basic principles and historical analogy before describing complex digital-investment instruments. Addresses how law and regulation both prevented some financial crises and perpetuated others, concluding with ideas about what is next for finance and the law’s response.
Themes: fintech history, financial regulation, cryptocurrency, crowdfunding, financial innovation, legal history

Journal/Year: Mercer Law Review, Vol. 73, No. 2 (Lead Articles Edition), 2022
Summary: Examines the tension between free speech and private corporate power on social media platforms after the January 6, 2021 Capitol riot. Argues that we have entrusted fundamental civil liberties to corporations with obligations only to shareholders, not to democracy. Social media platforms are not state actors and do not “censor” in the constitutional sense – they exercise editorial discretion as private property. The federal government has effectively deputized social media corporations to censor speech on their platforms, even when platforms act for pure profit motives.
Themes: social media, free speech, First Amendment, democracy, Capitol riot, corporate power, platform governance

17. Transaction Cost Economics, Labor Law, and the Gig Economy (with Liya Palagashvili)

Journal/Year: Journal of Legal Studies, Vol. 50, No. 2 (Pt. 2), June 2021, pp. S219-S238
Summary: Uses the transaction cost economics framework to explain how technology has reduced the costs of contracting in labor markets, particularly through reductions in triangulation, transfer, trust, and measurement costs. These declining costs create greater direct exchanges between consumers and labor suppliers, explaining the rise of freelancing, contracting, and gig work. Innovations that reduce measurement costs also reduce firms’ costs of outsourcing relative to employing, with radical implications for labor law.
Themes: transaction cost economics, gig economy, labor law, freelancing, technology and employment, contract-at-will

18. Online Onboarding: Corporate Governance Training in the COVID-19 Era (with Benjamin P. Kahn)

Journal/Year: Arizona State University Corporate and Business Law Journal, Vol. 2, No. 1, February 2021
Summary: Addresses how to translate director onboarding from in-person to online formats during the COVID-19 pandemic. Identifies three essential components of effective onboarding: information delivery (data dumps, tailored information, informal context), socialization (mentor-mentee systems, meetings), and motivation (mission-oriented goals, autonomy). Then translates each component to online analogs including virtual data rooms, flipped boardrooms, virtual meetings with breakout sessions, and socially-distant socialization techniques.
Themes: corporate governance, director onboarding, COVID-19, online education, board management

19. Corporations Hybrid: A COVID Case Study on Innovation in Business Law Pedagogy (with David D. Tamasy)

Journal/Year: Willamette Law Review, Vol. 56, No. 3, Summer 2020, pp. 363-396
Summary: Case study on using “asynchronous” online technology synergistically with “synchronous” live/in-class experiences to create a hybrid Corporations course. Focuses on creating instructional videos, digital teaching assets for active learning (formative assessments, learning journals, discussion boards), and the transition to fully online during COVID-19. When the pandemic forced the course fully online, the hybrid format adapted remarkably well, demonstrating that combining asynchronous technology-mediated learning with synchronous experiences produces a more impactful course.
Themes: legal pedagogy, hybrid teaching, COVID-19, business law education, instructional videos, technology-mediated learning

Already-Analyzed Papers (20-31) — Summaries provided

Encouraging Entrepreneurship and Innovation through Regulatory Democratization — Argues complex standards burden startups most; proposes “regulatory democratization” via RegTech. Themes: regulatory theory, startup innovation, RegTech.
Securities Regulation and Social Media — SEC’s general solicitation ban is obsolete and inequitable; social media investment platforms. Themes: general solicitation, securities regulation, social media, democratization of finance.
Balancing Flexibility and Rigidity (CUP chapter, with Palagashvili) — Traditional unions are poor fit for competitive gig labor markets. Themes: labor unions, gig economy, monopsony vs. competitive markets.
Start-Up Financing 2.0 — Practical guide to startup financing options (debt, equity, convertible, crowdfunding). Themes: startup finance, entrepreneurship education.
Unbundling Employment (Drexel L. Rev. 2019) — Proposes “Form GW” framework for flexible gig worker benefits, borrowing from securities law. Themes: labor law reform, gig economy, worker classification.
Hyperfunding (Colo. L. Rev. 2018) — Coins “hyperfunding” for massive consumer-direct fundraising (Tesla Model 3); identifies regulatory gap. Themes: financial innovation, consumer protection, securities regulation.
Female Entrepreneurs and Equity Crowdfunding (J. Bus. Venturing Insights 2018, with Geiger) — Gender gap widens as target amounts increase in equity crowdfunding. Themes: gender and entrepreneurship, crowdfunding, empirical legal studies.
Democratizing Startups (Rutgers L. Rev. 2016) — JOBS Act fails because of illiquidity; proposes Rule 144B for venture stock exchanges. Themes: JOBS Act, startup liquidity, secondary markets.
A Place of Their Own (Minn. L. Rev. Headnotes 2016) — Digital Shareholders can’t solve startup investing’s trio of problems; “Too Small To Succeed.” Themes: equity crowdfunding, wisdom of crowds, investor protection.
A Little Birdie Said (Fordham J. Corp. & Fin. L. 2015) — Twitter can rejuvenate shareholder activism by solving collective action problems. Themes: shareholder activism, social media, corporate governance.
Bridgefunding (Cornell J.L. & Pub. Pol’y 2015) — Proposes inverting crowdfunding limits to bridge the Series A gap. Themes: crowdfunding regulation, Series A gap, game theory.

SITE STRUCTURE SUMMARY

Website Configuration

Domain: oranburg.law
Platform: Jekyll on GitHub Pages (kramdown + rouge)
Title: Seth C. Oranburg — Law Professor, Scholar & Educator
Permalink structure for posts: /insights/:year/:month/:day/:title/
Plugins: jekyll-feed, jekyll-seo-tag
Default post layout: “post”

Scholarship Page (`/scholarship/`)

Hub intro: “Books, articles, and working papers by Seth C. Oranburg on corporate law, fintech regulation, trade secrets, and the intersection of technology, markets, and legal design.”
SSRN link to all papers
Featured video: “Chump Protection Technology” (YouTube embed)
Books section (card grid): 5 books listed
1. Business Associations: Law of the Firm — Aspen Press (forthcoming 2027)
2. Protecting Trade Secrets — Carolina Academic Press (forthcoming 2026)
3. Contract Law 2d — Carolina Academic Press (2025)
4. Q&A Business Associations 3d — Carolina Academic Press (2024)
5. A History of Financial Technology — Cambridge University Press (2022)
Recent Articles section (expandable abstracts): 7 articles listed, from GENIUS Dilemma (forthcoming 2026) back to Hyperfunding (2018)
Abstracts toggle on click with +/- indicator

Insights Page (`/insights/`)

Hub intro: “Essays and guides on law, institutions, and the organizations – public and private – that govern modern life.”
Browse by Area strip with 4 taxonomy buckets (from _data/insights_taxonomy.yml)
Featured Guides & Essays section (posts with featured: true)
Latest Notes & Commentary section (most recent 10 posts)

Insights Taxonomy (`_data/insights_taxonomy.yml`)

Four buckets:

Organizations, Business & Markets — Corporate law, capital markets, fintech, and market structure
Law & Entrepreneurship — Startup law, legal innovation, regulation, and entrepreneurship
Pluralism & Civil Society — Civil institutions, religious liberty, democracy, and nonprofit law
Lawyers & Learning — Legal education, pedagogy, bar preparation, and experiential learning

Blog Posts

Only one post exists: “Welcome to the Blog” (2026-02-28), an introductory essay about the blog’s purpose. Mentions three themes: Philosophy, Teaching, Podcast.

Book Manuscripts in Progress

Three manuscript subdirectories exist under /scholarship/:

judgment-proof/ — “Judgment Proof: The Reign of the Safety Machine versus the Recovery of Human Wisdom” (copyright 2026). A book-length nonfiction work arguing that compliance culture has replaced genuine human judgment in institutions. Draws on Maimonides’s distinction between tikkun ha-guf (material/institutional infrastructure) and tikkun ha-nefesh (cultivation of understanding/wisdom). Uses the author’s personal experience with Shabbat accommodation at UNH as a focal example. Also draws on his University of Chicago law-and-economics training. Three parts: (1) The Machine and Its Origins, (2) The Epistemology of the Problem, (3) The Architecture of Recovery. 14 chapters plus preface.
law-and-governance/ — “Law and Governance: How Law Makes, Supports, and Weakens Governance” (copyright 2026, BizLaw LLC). An academic monograph proposing a functional definition of governance that travels across legal fields. Central claim: governance is the organized system by which a group manages a shared problem over time, requiring decision-making, monitoring, sanctions, and adaptation. Law can enable, degrade, or discipline governance. Offers a “club goods” theory of governance, distinguishes member benefits from spillover effects, and proposes a seven-step method for evaluating law’s governance effects. 15 chapters across three parts: (1) Defining Governance, (2) The Original Theory, (3) Applications and Evaluation.
wip/ — Work-in-progress directory (readme is empty).

THEMATIC CLUSTERS

Cluster 1: Digital Assets, Blockchain & Cryptocurrency Regulation

Papers focused on regulating digital assets, DeFi, stablecoins, and blockchain-based financial instruments.

4 — The GENIUS Dilemma (stablecoin regulation, GENIUS Act)
5 — Replacing Howey with CLARITY (securities regulation’s temporal paradox)
6 — Function over Form (safe harbor for DeFi utility tokens)
12 — Antitrust Law for Blockchain Technology (antitrust in decentralized internet)
3 — Market Power and Governance Power (antitrust for DAOs/gig platforms)
15 — A History of Financial Technology and Regulation (fintech history book)
25 — Hyperfunding (consumer-direct fundraising, regulatory gap)

Cluster 2: Startup Finance, Securities Law & Crowdfunding

Papers focused on startup capital formation, crowdfunding regulation, and democratizing access to investment.

21 — Securities Regulation and Social Media (general solicitation ban, social media investing)
23 — Start-Up Financing 2.0 (practical guide to startup financing)
25 — Hyperfunding (also fits here – consumer-direct fundraising)
26 — Female Entrepreneurs and Equity Crowdfunding (gender gap in crowdfunding)
27 — Democratizing Startups (JOBS Act, venture stock exchanges)
28 — A Place of Their Own (equity crowdfunding limitations)
31 — Bridgefunding (inverting crowdfunding limits for Series A)
20 — Encouraging Entrepreneurship through Regulatory Democratization (RegTech for startups)

Cluster 3: Corporate Governance, ESG & Institutional Design

Papers focused on corporate governance mechanisms, ESG, shareholder activism, and institutional structure.

14 — Unintended Consequences of Mandatory ESG Disclosures
18 — Online Onboarding: Corporate Governance Training (COVID-era director onboarding)
30 — A Little Birdie Said (Twitter and shareholder activism)
16 — Social Media and Democracy after the Capitol Riot (corporate power over speech)
Manuscript: Law and Governance (functional definition of governance across fields)

Cluster 4: Labor Law, Gig Economy & Technology

Papers focused on the gig economy, worker classification, and technology’s disruption of employment relationships.

17 — Transaction Cost Economics, Labor Law, and the Gig Economy (with Palagashvili)
22 — Balancing Flexibility and Rigidity (labor unions and gig economy, with Palagashvili)
24 — Unbundling Employment (Form GW for gig worker benefits)
3 — Market Power and Governance Power (also fits here – gig DAOs and labor-side harms)

Cluster 5: Legal Education, Pedagogy & Technology

Papers focused on teaching law, online education, curriculum design, and continuing legal education.

7 — A Systems Approach (teaching IP holistically)
11 — Advanced Online Continuing Legal Education (OCLE reform)
19 — Corporations Hybrid (COVID case study on hybrid pedagogy, with Tamasy)
9 — Contract Law 2d (casebook)
10 — Q&A Business Associations 3d (study guide)
1 — Protecting Trade Secrets (casebook)

Cluster 6: Intellectual Property, Trade Secrets & Valuation

Papers focused on trade secret law, IP remedies, and valuation challenges.

1 — Protecting Trade Secrets (casebook)
2 — Valuing Uncertain Trade Secrets (epistemic boundaries of reasonable royalties)
7 — A Systems Approach (also fits here – integrated IP education)

Cross-Cutting: Institutional Reform & Civil Society

A thematic thread that runs across several clusters, connecting free speech, antisemitism, democracy, and institutional integrity.

8 — Beyond the Ivory Tower (antisemitism, anti-Zionism, free speech on campus)
16 — Social Media and Democracy after the Capitol Riot
Manuscript: Judgment Proof (compliance culture vs. human wisdom, Maimonides)