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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

In June, at the National Business Law Scholars Conference in Knoxville, I sat in on a paper panel featuring Sarah Williams’s work in process, Regulating Congressional Insider Trading: The Rotten Egg Approach.  A draft of the resulting paper, forthcoming in the Cardozo Law Review, has been made available on SSRN.  The abstract is copied in below.  

A 2004 study revealed that the stock portfolios of members of Congress were consistently outperforming those of the investing public. The financial success of federal lawmakers was statistically correlated to the use of nonpublic information obtained in connection with the performance of legislative responsibilities – reasonably characterizable as insider trading. Cries of dismay over such profiteering by lawmakers have been echoing in the public domain since Samuel Chase, Maryland’s representative in the Continental Congress, cornered the flour market in 1788 after learning that copious quantities of the product would be purchased by the government to support the Continental Army. Notwithstanding efforts to apply insider trading law to curb this behavior and the enactment of the Stop Trading on Congressional Knowledge (“STOCK”) Act, fortuitous securities transactions by members of Congress continue to occur in connection with headlining national events; it was recently observed…

It always is a great pleasure to pass along and promote the work of a colleague.  And today, I get to post about the work of a UT Law colleague!  Many of you know Tomer Stein, who came to join us at UT Law back in the summer.  He is such an ideal colleague and, like many of us, has broad interests across business finance and governance.

This post supports a recent draft governance piece, the title of which is the same as this post–Of Directorships: Reconfiguring the Theory of the Firm.  You can find the draft here.  The abstract is included below.

This Article develops a novel account of directorships and then uses it to reconfigure the theory of the firm. This widely accepted theory holds that firms emerge to satisfy the economic need for carrying out vertically integrated business activities under a fiduciary contract that substitutes for the owners’ multiple agreements with contractors and suppliers. As per this theory, the fiduciary contract is inherently incomplete, yet often preferable: while it cannot address all future contingencies in the firm, it will effectively direct all unaccounted-for firm events by placing them under the owners’ purview as a…

The title of this post is the name of the advanced business associations law course I will teach in the spring.  I got the idea for this course after talking to students about decreasing enrollments in advanced business law courses.  Although they attributed much of the decrease to grade shopping, they also noted that they and their peers often base course registration decisions on course names (from which they make assumptions) without reading the course descriptions.  So, a course named “Advanced Business Associations,” no matter how creatively it is taught (and I teach it as a discussion seminar), is not likely to attract positive attention.  When I floated using the HBO Max series Succession as a jumping off point for a discussion seminar on business law, they responded favorably.  The rest is, as they say, history. The proof of the pudding will be in the registration numbers.

The idea for the Succession-oriented course came to me quite naturally. I already was writing an essay on fiduciary duties relating to the series–forthcoming in the DePaul Law Review in a special volume focusing on Succession.  So, it was only a small jump to think about teaching more broadly from the…

As I reflect on the current contentious world environment, I cannot help but note the impact that electronic communication has on maintaining quality personal and professional relationships.  Although it sometimes may seem that business law professors are less impacted by domestic and global events, our work’s engagement with broader economic, social, and political issues and our individual intersectionalities can keep us in the throes of it all.  As someone who cares deeply about (and believes in the power of) human relationships and interpersonal communication (leading me to co-design and co-teach small group communication course for our leadership curriculum), I offer some food for thought here.

We all enjoy free speech.  And I respect that right deeply.  I bear a tattoo on my body (an open “speech bubble” on my right scapula) as a symbol of that belief.

I also believe in the careful, considerate exercise of that important right.  I have written a bit about this before, in another blog space, arguing for well considered communication.  My conclusion in that post?

Just because a person can say something in the exercise of their rights to free speech, does not mean that the person should say something. And if someone…

Over the summer, friend-of-the-BLPB Bernie Sharfman posted a draft paper to SSRN that was the subject of a short colloquy between us.  The paper, The Ascertainable Standards that Define the Boundaries of the SEC’s Rulemaking Authority, asserts, among other things, that materiality is one of three “ascertainable policy standards that Congress has placed in the Acts to guide the SEC’s rulemaking discretion.”  The reasoning? 

  • “[T]here are multiple references to materiality in the Acts.”
  • The SEC’s 1972 annual report avers that “[a] basic purpose of the Federal securities laws is to provide disclosure of material financial and other information on companies seeking to raise capital through the public offering of their securities, as well as companies whose securities are already publicly held.”
  • “As observed by Professor Ruth Jebe, it is fair to say that materiality ‘constitutes the primary framing mechanism for financial reporting.'”

Bernie acknowledges that “there is no explicit statutory language in the Acts that forbids the SEC from promulgating rules requiring non-material disclosures.”  I might add that nothing in either the Securities Act of 1933, as amended (“1933 Act”), or the Securities Exchange Act of 1934, as amended (“1934 Act”), explicitly limits the SEC’s rulemaking…

Faculty Position (Harold Edward Harter Endowed Chair)

uofl.wd1.myworkdayjobs.com/en-US/UofLCareerSite/details/…

Position Description:

The University of Louisville’s Brandeis School of Law invites applications for the Harold Edward Harter Endowed Chair of Commercial Law, to commence July 1, 2024. The holder of the Harter Chair should have a well-established record of outstanding scholarship as well as teaching expertise in one or more areas of Commercial Law, consistent with the expectations of a tenured, full professor. The University of Louisville is a vibrant, intellectual community while Louisville is a thriving, major metropolitan city with a great legal market.

The Brandeis School of Law is committed to excellence in preparing lawyers for productive careers. The school boasts an excellent faculty with a deep commitment to teaching and academic support, and a low student-faculty ratio. Our smaller class sizes foster close interaction between students and faculty, nurture a culture of collegial learning, and provide opportunities for individualized attention. In addition to teaching excellence, our faculty is deeply committed to producing excellent scholarships and to community engagement. Our faculty boasts many engaged scholars.

The School of Law strives to promote collegiality and professionalism, and its culture is based on civility and respect for all students, faculty, and staff.

ASSOCIATE PROFESSOR OF LAW / PROFESSOR OF LAW

The University of Connecticut School of Law invites applications from entry-level and lateral candidates for two full-time, tenure-track, or tenured-at-hire faculty positions commencing in the fall of 2024. Although we will consider candidates with a range of curricular and scholarly expertise, subject areas of particular interest include criminal procedure, environmental and energy law, and taxation; we also have needs in civil procedure, constitutional law, cybersecurity, land use, professional responsibility, property, securities regulation, and trusts and estates. A successful candidate will have a record of professional accomplishments commensurate with an appointment at the rank of (1) Associate Professor (for entry-level candidates) or (2) Professor (for lateral candidates) with an opportunity for tenure-at-hire.

The UConn School of Law is especially interested in candidates who will add to the diversity of our faculty and community. We welcome applications from underrepresented groups and other candidates with experiences, backgrounds, and viewpoints that will enrich the diversity of our institution. UConn Law School is the top-ranked public law school in the Northeast, offering a professional education and scholarly environment of the highest quality. The School is committed to building and supporting a vibrant, multicultural, and diverse community of…

Andrew Granato has posted his draft paper After the “Partner Run”: the Dewey & LeBoeuf Diaspora on SSRN.  You can find it here.  The abstract reads as follows:

“Partner runs” are a phenomenon distinctive to the American legal profession, a result of legal professional responsibility rules, partnership governance, and bankruptcy law that occasionally causes individual law firms to spiral into liquidation following unexceptional setbacks. It is unclear whether this idiosyncratic feature of law firm collapse can pose a threat to the industrial organization of the legal profession. Can lawyers easily recover and recreate the benefits of law firm scale by re-merging into other law firms with ease, or does a partner run mark a scarlet letter that poisons lawyers’ careers, and the legal profession as a whole, permanently?

I provide the first rigorous examination of this issue using the case study of the 2012 downfall of Dewey & LeBoeuf, the largest law firm bankruptcy ever. I hand-construct a dataset using public information in directories, news reports, and LinkedIn of the career outcomes of every lawyer who worked at Dewey’s U.S. offices in 2012 and a control group of similarly situated lawyers at law firms identified to me by…

Last week, I posted about a discussion group I am organizing on teaching numeracy for the Southeastern Association of Law Schools (SEALS) 2024 annual meeting.  (Thanks to those who responded!)  I also am working with folks who are organizing another session.  More on that in another post!  And some of you or others you know also may be proposing panels or discussion groups.  But the Business Law Workshop at the conference can always use another program, imv.

With that thought in mind, I am reaching out to suggest that you organize a business program for the SEALS 2024 annual meeting.  The SEALS submission webpage includes instructions and information about the submission process and a hypertext link to the the submission site.  The submission site is open for 2024 program proposals now and is easy to navigate.  I am happy to help by answering any questions you may have (or by getting answers for you).

The only tricky parts are determining the type of session you want to organize and complying with the requirements for that type of session.  The two most common types of programs are panels and discussion groups, as follows:

PANELS

Panels are the traditional presentations at most…