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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

Greetings from Cervera, Spain.  As you know from my post last week, I am traveling in the Catalonia region of Spain for a few days this week after the 2022 Law and Society Association Global Meeting on Law and Society, which was held in Lisbon, Portugal this year.  I have the blessing of staying with a friend (whom I met through Zoom mindful yoga practices during the pandemic) in her private home.

I want to offer a quick post this week to reflect on what turned out to be a mini-theme in the presentations I attended at the Global Meeting on Law and Society.  That mini-theme was, perhaps unsurprisingly, corporate stakeholderism.  (And I note with some interest that Stefan has recently written and blogged on an aspect of corporate stakeholderism as well.)  The following programs from the collaborative research network (CRN) to which I belong picked up on this theme, in one way or another:

  • an entire paper panel entitled: “Corporations, Shareholders, and Other Stakeholders,” which featured academic work focusing on corporate governance and finance from a number of different stakeholder perspectives;
  • a roundtable discussion entitled “Corporations & Engendering Public Trust,” billed as a session that “brings together corporate

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Vanderbilt is starting a new law and business fellowship.  The job posting can be found here.  Thanks to Brian Broughman for passing this on to us. 
 
From the posting:
 
Vanderbilt Law School invites applications for a fellowship working with the school’s Law and Business Program. The fellowship is a two-year appointment that can start either Spring 2023 or Fall 2023. Applications will be considered on a rolling basis.

The fellow will spend four semesters in residence at the law school and will have the opportunity to work under the mentorship of Vanderbilt law faculty, particularly faculty affiliated with the Law and Business Program. The position is designed to give the fellow time to focus on research and writing and to prepare for a tenure-track position at a US law school. Consistent with this goal, the fellow is only expected to teach one upper-level business law course each year, and the fellow will have an opportunity to present their research while at a Vanderbilt.

The fellow will earn a competitive salary, commensurate with the candidate’s relevant experience and educational background, and will be provided a budget for conferences and research expenses, and health benefits. Applications are invited from

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The Washington and Lee University School of Law warmly invites applications for up to three tenure-track or tenured faculty positions that will begin on July 1, 2023.

Our search will focus on applicants whose research and teaching interests include various 1L doctrinal areas (particularly civil procedure, criminal law, and constitutional law), employment law, health law, professional responsibility/legal ethics, and business law (including commercial law). In addition to our subject-matter focus, we look for colleagues who will embrace and meaningfully contribute to our close-knit, collegial, and intellectually vibrant community.

We are excited to advance our trajectory of outstanding scholarship and teaching with these new hires. A central aspect of our Law School’s mission is to promote a diverse, equitable, and collaborative intellectual community. Learn more about our mission statement here. We continually strive to foster an inclusive campus community, one which recognizes the value of all persons regardless of identity. To further our mission, we are committed to enhancing the diversity of our faculty and student body. In that regard, we welcome candidates from members of communities that are traditionally under-represented in the legal profession and academia.

Qualifications

A J.D. from an ABA-accredited law school or equivalent is required. 

We

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image from www.lawandsociety.orgLast night, I happily found myself sitting at a café table above the River Douro in Porto, Portugal (see photo below) as part of a two-day hiatus before the Global Meeting on Law and Society in Lisbon.  I look forward to the conference and the rest of my time in this beautiful country.  Viva Portugal!

I am participating in a number of programs over the course of the conference as part of CRN 46 (Corporate and Securities Law in Society), a Law and Society Association collaborative research network that started as a female business law prof group that routinely organized programs at the annual conferences of the Law and Society Association.  I am very proud of this heritage.  The group continues to promote and support the scholarship of women and other underrepresented populations in the business law scholarly realm.

I no doubt will have more to say about the meeting once it has ended and I am back in the United States.  (I also am taking a personal trip to the Catalonia region of Spain before I return to Knoxville.)  But for today, I will offer information about my academic paper presentation at the conference.

On Saturday, July 16, I…

NBLS2022(OULawPhoto)

Having just come back from the first in-person National Business Law Scholars Conference since 2019 (at The University of Oklahoma College of Law, pictured here), I have many thoughts swirling through my head.  I always love that conference.  The people, whom I dearly missed, are a big part of that. And Megan Wischmeier Shaner was an awesome planning committee host. But the ideas that were shared . . . .  Wow. So many great research projects were shared by these wonderful law teachers and scholars!  Over time, I hope to share many of them with you.  

But for today, I want to focus on one thing that I heard in a few presentations at the conference: that the shareholder wealth maximization norm is and always has been the be-all and end-all of corporate purpose and board decision making. I am posting on that topic today not only because of my engagement with the conference, but also because the issue is implicated in Ann’s post on Saturday (Bathrooms are About Stakeholders) and by Stefan’s post yesterday (ESG & Communism?). I want to focus on a part of Stefan’s post (and Stefan, you may that issue with…

On Friday, I have the honor and pleasure of presenting a continuing legal education session for the Tennessee Bar Association with Dean Matt Lyon from the LMU Duncan School of Law.  Our topic?  Partner freeze-outs–situations in which a co-venturer in a business recognized as a partnership is excluded from the business by their fellow co-venturers.  This exclusion often occurs through or involves the formation of a limited liability entity, typically a corporation or limited liability company, to conduct the operations of the business going forward.  That new business entity does not include one of the initial co-venturers.  We have titled our session “No Partner Left Behind:Organizing a Limited Liability Entity for a Pre-existing Business Venture.”

I truly enjoy the judicial opinions in this area.  You probably know some of them.  Holmes v. Lerner may be one of the better known cases in this space.  But there are others.  Some of the claims in these cases, like the claims in Holmes v. Lerner, stem from co-venturers involved in a de facto partnership–a venture recognized under statutory law as a partnership for which there is no express written acknowledgment of partnership.  Entrepreneurs beware!

The partnership freeze-out genre of judicial opinions is…

The National Conference of Bar Examiners (NCBE) recently released content summaries of the material proposed to be tested on the future bar exam.  Labeled Content Scope Outlines (the “Outlines“), they are available here.  Among them, are content descriptions under the heading “Business Associations & Relationships,” pp. 7-9 of the Outlines.  This post introduces a series of posts over the next week or two on those specific parts of the Outlines.  I will start the ball rolling by making four opening comments below, each focused on a general issue.

  • Testing Guidance – The Outlines designate topics that will be “tested in a way that assumes examinees know the details of the relevant doctrine without consulting legal resources” and distinguishes them from ones that will be “tested in a way that assumes examinees have general familiarity with the topics for purposes of issue-spotting or working efficiently with legal resources provided during the exam.”  I find this designation and separation helpful.
  • High-Level Content Guidance – Given that Delaware corporate and limited liability company law  (a) are national standards and (b) include provisions that are different from those in the Model Business Corporation Act and the Uniform Limited Liability Company

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Description

THE UNIVERSITY OF TENNESSEE COLLEGE OF LAW invites applications for a 9-month visiting faculty position to commence in the fall semester of 2022 to teach Business Associations, Bankruptcy, Law & Technology/Privacy Law, and other business law courses through the Clayton Center for Entrepreneurial Law. 

Qualifications

Successful applicants must have a strong academic background and substantial, relevant practice experience.  Preference may be given to those applicants who are seeking to enter the academy from private practice or those seeking to contribute to the academy or the College of Law community through teaching and scholarship before returning to the private practice of law.  Candidates must have a strong commitment to excellence in teaching, scholarship and service.

Application Instructions

Applications should include a letter of intent, resume, and the names and addresses of three references in hard copy or electronic format.  Applications will be accepted at http://apply.interfolio.com/103638 until the position is filled.  Questions may be addressed to:

Professor George W. Kuney
Director of the Clayton Center for Entrepreneurial Law
The University of Tennessee
College of Law
1505 W. Cumberland Avenue
Knoxville, TN  37996-1810
gkuney@utk.edu

Last week, I posted about the first of my two published commentaries from the 2020 Business Law Prof Blog Symposium, Connecting the Threads IV.  That earlier post related to my comments on an article written by BLPB co-blogger Stefan Padfield.  The subject?  Public company shareholder proposals–specifically, viewpoint diversity shareholder proposals.

This week, I am posting on the second commentary, History, Hope, and Healthy Skepticism, 22 TRANSACTIONS: TENN. J. BUS. L. 223 (2021).  This commentary offers my observations on co-blogger J. Haskell Murray’s, The History and Hope of Social Enterprise Forms, 22 TRANSACTIONS: TENN. J. BUS. L. 207 (2021).  The main body of the abstract follows.

In this comment, I play the role of the two-year-old in the room. Two-year-old children are well known to ask “why,” and that is what I do here. Specifically, this comment asks “why” in two aspects. First, I ask why we do (or should) care about making modifications to existing social enterprise practices and laws, the subject of Professor Murray’s essay. Second, assuming we do (or should) care, I ask why the changes Professor Murray suggests make sense. My commentary is largely restricted to the benefit corporation form because corporate forms…

The University of Miami is accepting applications for a tenure-track faculty position within the Business Law Department at the Patti and Allan Herbert School of Business (MHBS) commencing August 15, 2022.

MHBS’s Business Law Department seeks applicants with experience and accomplishment in law scholarship, specifically in areas related to technology, data science, corporate governance, or sustainability. The position is open to those candidates with a law degree who have a strong research stream, or a well-developed relevant research agenda. A record of outstanding teaching or clear potential therefor is required.

The successful candidate will join a thriving Business Law department of 19 full-time regular faculty and instructors with varied scholarly interests, who teach a wide range of bachelors, masters, and executive level courses.

The University of Miami is a Carnegie comprehensive degree-granting research university with approximately 17,800 students and 16,400 faculty and staff. MHBS has approximately 4,000 total graduate and undergraduate students and is located on the University’s main campus in suburban Coral Gables, Florida.

Salary, benefits, and research support are competitive. Interested candidates should submit a letter of interest describing relevant qualifications and experience, detailed CV, as well as contact information for at least three academic and/or professional references…