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Joan Heminway

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Professor Heminway brought nearly 15 years of corporate practice experience to the University of Tennessee College of Law when she joined the faculty in 2000. She practiced transactional business law (working in the areas of public offerings, private placements, mergers, acquisitions, dispositions, and restructurings) in the Boston office of Skadden, Arps, Slate, Meagher & Flom LLP from 1985 through 2000.

She has served as an expert witness and consultant on business entity and finance and federal and state securities law matters and is a frequent academic and continuing legal education presenter on business law issues. Professor Heminway also has represented pro bono clients on political asylum applications, landlord/tenant appeals, social security/disability cases, and not-for-profit incorporations and related business law issues. Read More

Many readers know Bill Carney, Professor Emeritus at Emory Law. Bill’s scholarly and instructional work in business finance has enlightened so many of us. That, alone, is a great legacy of his many years of research, writing, and teaching.

But now we have another reason to celebrate Bill and the mark he is leaving on our world. Last week, Emory announce a major gift from Bill, creating the William and Jane Carney Center for Business and Transactional Law at Emory Law. Many know about Emory Law’s historical leadership in business law through its Center for Transactional Law and Practice (which is encompassed in the Carney Center). Bill has been a strong component and proponent of that leadership. This gift will undoubtedly ensure a continued academic and instructional focus on business law at Emory Law for the foreseeable future.

I am thrilled for Emory Law and my friends there. And we all can be grateful to Bill for so much–including this. Business law education needs more of this kind of support.

I know this is late notice, but I have a small role in an online symposium on benefit corporations being held today at 3:30 pm Eastern (12:30 pm Pacific). The symposium features essays on Professor Michael Dorff’s recent book on benefit corporations, Becoming a Benefit Corporation. The essays will be published in a forthcoming issue of the Southwestern University Law Review. I am writing a foreword for the issue. If you have time and want to register to attend, the flyer is included above. You also can just register here.

The article’s insights (and embedded take-aways from Gramitto Ricci and Sautter’s earlier work) are relevant to several large-scale business law topics. Two are most salient for me: shareholder primacy and the reasonable investor standard. Each area of inquiry and debate connects with the composition or behaviors of corporate shareholders.

Whether addressing shareholder primacy as a matter of the locus of corporate governance power as among the corporation’s internal constituents (through, e.g., voting or derivative litigation) or in terms of the objective of board decision making, shareholder apathy and coordination may be important to analyses and judgments. In shareholder primacy debates, assumptions often are made about the nature and interests of corporate shareholders. Changes in the identity and engagement of shareholders may alter those assumptions.

Similarly, the reasonable investor standard (which is incorporated in materiality definitions used in, among other things, federal securities regulation) is rooted

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One of the more interesting topics that I have been following under the Corporate Transparency Act (CTA) is the debate about the reporting status of limited liability partnerships (LLPs).  Are LLPs reporting companies under the CTA?  A recent Business Law Today article written by friends-of the-BLPB Bob Keatinge and Tom Rutledge argues they are not.

As the article notes, the debate centers around whether an LLP is an “entity” similar to a corporation or limited liability company that is “created by the filing of a document with a secretary of state or a similar office under the law of a State.”  Certainly, an LLP is created by a secretary of state filing.  However, is a new entity created by that filing, or is an LLP merely a type or status of partnership created by that filing?

I have read much on this debate over the past year and had conversations with many intelligent, experienced practitioners on both sides of the matter.  A textualist approach supports the conclusion reached by Bob and Tom in their article–that LLPs are not new entities.  Yet, detractors note that Bob and Tom’s conclusion, well supported by the history and interpretations of partnership law they present…

In a short Memorandum Opinion and Order signed late last month, the U.S. District Court for the Northern District of West Virginia struck down a West Virginia constitutional provision prohibiting churches from incorporating.  The case concerned Article VI, Section 47 of the West Virginia Constitution, which provides that “[n]o charter of incorporation shall be granted to any church or religious denomination.” The Court determined the West Virginia constitutional prohibition “is not neutral or generally applicable, and it does not further a compelling government interest” and therefore offends the U.S. Constitution.  Specifically, the court found that:

  • the West Virginia state constitution’s proscription of church incorporation is not neutral because “it denies incorporation to a defined class of individuals solely based upon their religion” and
  • “the State has not advanced any governmental interest, much less a compelling one, and the Court finds no compelling interest exists in prohibiting ‘any church or religious denomination’ from seeking incorporation. 

The court concludes that the provision “violates the Church’s First Amendment rights to the free exercise of religion, which is applicable to the States through the Fourteenth Amendment.”

The case is Hope Community Church v. Warner.  You can find a copy of the court’s Memorandum…

FORDHAM UNIVERSITY SCHOOL OF LAW invites applications for a full-time tenure, tenure-track, or long-term contract faculty position to direct our Entrepreneurial Law Clinic.  The faculty member will join a vibrant clinical program that has 15 full-time clinicians who teach, practice, and lead. We welcome interest both from those new to clinical legal teaching and from experienced clinicians; an appointment could be made to Associate Clinical Professor, Associate Professor, Clinical Professor, or Professor.

We seek dynamic candidates who are excited about clinical legal education, deeply committed to the academic enterprise, and able to collaborate with diverse groups inside and outside our university. We also welcome candidates who possess the capacity and inclination to support and advance law reform.  Commitment to principles of experiential learning and clinical pedagogy is central to the position; those who are not already conversant with these principles should be committed to developing in this domain.  The faculty member will have primary responsibility teaching and supervising students in the Entrepreneurial Clinic at our in-house law firm (Lincoln Square Legal Services, Inc.).  They will also have primary responsibility for selecting clients and matters and structuring the overall design and goals of the clinic.

In its current form, the highly…

Widener University Delaware Law School located in Wilmington, Delaware, currently has multiple, full time, tenure-track faculty opportunities available to begin January 1, 2025, or July 1, 2025. Applications for visitors for the upcoming Spring 2025 Semester are also welcome. 

We welcome applications from candidates with teaching interests in required and bar tested courses.

UIC Law is currently looking to hire for an entry-level tenure-track position. They are inviting candidates to apply directly for consideration in their faculty hiring. The announcement is below. UIC requires candidates to apply directly before they can invite a candidate to interview with them. Candidates can follow this link to the webpage to apply by October 7, 2024.

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UIC Law, Chicago’s only public law school, invites applications for one entry-level tenure-track candidate to teach Torts and Products Liability with secondary needs of Business Associations and Constitutional Law.

Candidates must have a Juris Doctor from an ABA-approved law school or its equivalent from a foreign country; a record of teaching excellence or demonstrated potential to become an excellent teacher and a record of high-quality scholarship or demonstrated potential to produce high-quality scholarship; and demonstrated interested in serving the academy, the community, and the legal profession at an urban, public, Research 1 university. Excellent writing and communication skills and demonstrated ability to mentor students is highly preferred. Salary will be commensurate with experience and qualifications.

Confidential review of materials and screening of candidates will be ongoing and will continue until the position is filled. For fullest consideration, apply online at…

  • prison sentences (althoigh not those with significantly long terms and no opportunity for parole) and wide publicity of the same in the news media, citing to 1980s insider trading enforcement efforts and the new millennium Enron era accounting fraud enforcement efforts as examples;
  • multiple enforcement cases of the same kind brought close in time–creating what she referred to as “industry-changing deterrence”; and 
  • whistleblower programs, which she praised for their capacity to permit broad and quick enforcement against serious frauds.
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