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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

Earlier today, friend-of-the-BLPB Andrew Jennings released a podcast in his Business Scholarship Podcast series featuring me talking about my forthcoming piece in the Stetson Business Law Review, “Criminal Insider Trading in Personal Networks.”  You may recall me blogging about this piece as part of my report on the 2022 Law and Society Association’s 7th Global Meeting on Law and Society this past summer.  The SSRN abstract is as follows:

This Article describes and comments on criminal insider trading prosecutions brought over an eleven-year period. The core common element among these cases is that they all involve alleged tipper/tippee insider trading or misappropriation insider trading implicating information transfers between or among friends or family members (rather than merely business connections). The ultimate objectives of the Article are to explain and comment on the nature of these criminal friends-and-family insider trading cases and to posit reasons why friends and family become involved in criminal tipping and misappropriation–conduct that puts both the individual friends and family members and the relationships between and among them at risk.

I am grateful to be in the position of publishing this work in the near future (after a number of years of work on

…

Yesterday, I taught my Corporate Finance students about public offerings (focusing on initial public offerings–IPOs) and exempt offerings of securities.  The front end of this course focuses on the instruments of corporate finance and the back end focuses on a number of different corporate finance transactional contexts.  Although Business Associations is a prerequisite for the course, Securities Regulation is not.  As a result, the 75 minutes I spend on public and exempt offerings is less doctrinally focused and more practically driven (unsurprising, perhaps, given the fact that my Corporate Finance course is a practical applied experiential offering).

Students prepare for the class session by reading parts of the SEC’s website on going public and exempt offerings and reviewing an IPO checklist created and modified by me from a timetable/checklist I generated while I was in full-time law practice.  Each student also must bring to class and be prepared to discuss a news article or blog post on public securities offerings.  I share general knowledge and we dialogue about insights gained from the discussion items they bring to class.  It usually turns out to be a fun and engaged class day, and yesterday’s class meeting proved to be no exception.…

Co-blogger John Anderson and I are considering submitting a late proposal for the inclusion of a discussion group in the Business Law Workshop for the 2023 annual meeting of the Southeastern Association of Law Schools (SEALS). The 2023 conference is scheduled to be held from July 23 – July 29 at the Boca Raton Resort and Club. A draft title and description for the possible discussion group follow.

Stock Ownership and Trading by Government Officials – Time for Reform?

Allegations of unlawful insider trading by government officials have again been making headlines. Multiple Senators were investigated for suspiciously timed trades in advance of the COVID-19 market collapse. A February 2022 Business Insider article identified members of both houses of Congress hailing from both major political parties who have failed to comply with applicable federal legislation. And a recent poll found that more than three-quarters of American voters think members of Congress have an “unfair advantage” in trading stocks. This discussion group focuses on insider trading by government officials and the need for and nature of possible responses.

Please contact me as soon as possible if you are interested in participating. We need to assemble a group of at least ten…

Earlier today, I received a communication from the American Bar Association’s Governmental Affairs Office.  It was a request for action (as would often come from a government affairs office) relating to the ENABLERS Act amendment to the National Defense Authorization Act (NDAA).  The contents admittedly somewhat stunned me.  I include them in pertinent part below.

This . . . Senate amendment, like the similar amendment contained in the House-passed version of the NDAA, would regulate many business lawyers and law firms under the Bank Secrecy Act (BSA) and could require them to report a substantial amount of attorney-client privileged and other protected client information to the government.

The ENABLERS Act amendment, sponsored by Sen. Sheldon Whitehouse (D-RI), would change the BSA’s definition of “financial institution” to include lawyers and law firms that provide legal services to clients involving company formation, trust services, acquiring or disposing of interests in those entities, and many other specified financial activities. It would also require the Treasury Department to issue new regulations that could subject these lawyers and law firms to some or all of the BSA’s requirements for financial institutions. This could force you to submit Suspicious Activity Reports (SARs) on your clients&rsquo…

How many of you who are or were engaged in the practice of law were asked to help a senior lawyer in your office prepare for or present at a continuing legal education (CLE) program?  How many of you felt well prepared for that experience when it presented itself?  I remember being asked to help script and help present at a number of CLE programs during the era in my practice in which I was still working on figuring things out.  The associated imposter syndrome was real.  I hope to make my students better prepared for that kind of engagement in their law practice.

As many readers know, I teach Corporate Finance as an experiential offering–a limited enrollment three-credit-hour planning and drafting course.  I teach the course in two 75-minute segments each week.  Along the way, I engage students with related practice experiences.  One of them is a CLE-like teaching activity.  Specifically, as the syllabus describes, it is a course requirement (part of each student’s class participation grade) that they participate in a “class expert experience.”

Class expert experience: Together with a partner, you are required to serve as a class expert as part of a peer-to-peer teaching experience…

The Fordham Journal of Corporate & Financial Law is now accepting submissions for the Spring 2023 Issue of Volume XXVIII.  As one of the premier student-edited business law journals in the country, the Journal ranks among the top-five specialty journals in banking and financial law, and among the top-ten specialty journals in corporate and securities law.

The Journal welcomes articles and essays addressing important issues in banking, bankruptcy, corporate governance, capital markets, finance, mergers and acquisitions, securities, and tax law and practice.

Please send all submissions to either our Scholastica page or our email at jcfl@fordham.edu. For consideration in our Spring 2023 Issue, kindly send in your submissions by Friday, December 14th, 2022.

For more information regarding submissions, please visit our website. If you have any questions, please contact Brendan Finnerty, Senior Articles Editor, at bfinnerty6@fordham.edu.

It’s been a minute since I mentioned and promoted my coauthored series of annotated model business combination agreements published with UT Law’s business law journal, Transactions: The Tennessee Journal of Business Law.  I offer a list below, with a hypertext link to the SSRN posting of each.  These forms of agreement can be used as teaching or training resources.

Buying Assets in Tennessee: An Annotated Model Tennessee Asset Purchase Agreement

Buying Stock in Tennessee: An Annotated Model Tennessee Stock Purchase Agreement

Bank Mergers in Tennessee: An Annotated Model Tennessee Bank Merger Agreement

Acquisition Escrows in Tennessee: An Annotated Model Tennessee Acquisition Escrow Agreement

Acquisition Licenses in Tennessee: An Annotated Model Tennessee Acquisition License Agreement

Bills of Sale in Tennessee: An Annotated Model Tennessee Bill of Sale

This video is offered as a bonus: What is a Merger Anyway? from the 2019 Business Law Prof Blog Symposium (Connecting the Threads III).  The edited transcript is published in our Transactions journal and published here.

Enjoy!  Holler at me with any questions.

It was so wonderful to be able to host an in-person version of our “Connecting the Threads” Business Law Prof Blog symposium on Friday.  Connecting the Threads VI was, for me, a major victory in the continuing battle against COVID-19–five healthy bloggers and a live audience!  Being in the same room with fellow bloggers John Anderson, Colleen Baker, Doug Moll (presenting with South Carolina Law friend-of-the-BLPB Ben Means), and Stefan Padfield was truly joyful.  And the topics on which they presented–shadow insider trading, exchange trading in the cloud, family business succession, and anti-ESG legislation–were all so salient.  (I offered the abstract for my own talk on fiduciary duties in unincorporated business associations in last week’s post.)  For a number of us, the topic of our presentations arose from work we have done here on the BLPB.

This year, as I noted in my post last week, we had a special guest as our luncheon speaker.  That guest would be known to many of you who are regular readers as “Tom N.”  Tom has commented on our blog posts here on the BLPB for at least eight years.  (I rooted around and found a comment from him as…

After two years of the “Zoom version” of the annual Business Law Prof Blog symposium, Connecting the Threads VI, the live, in-person symposium is back.  Scheduled for this coming Friday, September 30, the symposium features presentations by me and fellow BLPB bloggers John Anderson, Colleen Baker, Doug Moll (with co-presenter and special guest Ben Means), and Stefan Padfield.  The agenda and more can be found here.  UT Law looks forward to hosting this event for a sixth year!

I will be speaking on The Fiduciary-ness of Business Associations.  A brief summary follows.

Fiduciary duty has historically been a core value of statutory business associations.  However, with Delaware leading the charge, limited liability company and limited partnership statutes in some jurisdictions allow equity holders to contractually eliminate fiduciary duties.  In addition, state legislatures in jurisdictions like Wyoming and Tennessee have adopted legislation that allows decentralized autonomous organizations—blockchain-based associations of business venturers—to organize as limited liability companies and avoid statutory fiduciary duties without engaging in private ordering. 

The public policy ramifications of some of these legislative moves have not been fully vetted in traditional ways or have not been completely explored in certain contexts.  Moreover, business lawyers now have…

The University of California, Irvine School of Law invites applications for tenured/tenure-track faculty positions and for a full-time clinical position with security of employment or the potential for security employment, all with a start date of July 1, 2023. One tenured/tenure-track position is for a faculty member whose research, teaching, and service contribute to UCI’s Black Thriving Initiative (BTI) and the Infrastructure Equity Cluster Hiring Initiative. “Infrastructure equity” is meant broadly to include the promotion of justice in a wide range of public policy areas, including environmental, transportation, water and other natural resources, land use, energy, communication, and health care law. UCI Law also invites applications for tenured/tenure-track positions, in all subject areas, with particular interest in candidates who teach and write in business law, private law, procedural law, and public law. The clinical position is for a faculty member who will either create a new clinic or co-teach in one of the law school’s existing clinics.

The School of Law is a visionary law school focused on training talented and passionate lawyers and driven by professional excellence, intellectual rigor, and a commitment to enrich our communities through public service. UCI Law, founded just 14 years ago, is the newest…