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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

The planning committee for the National Business Law Scholars Conference has again determined to host a virtual workshop this year (June 17-18). As is the custom, the workshop will consist of several keynote events and many, many moderated paper panels featuring the work of business law scholars who submitted proposals. We are working on finalizing the program now.  Each registrant for the 2021 conference who submitted an accepted proposal will receive a message with additional details. 

As you may recall, the conference this year was scheduled to be held at The University of Tennessee College of Law. We still do hope to hold a future National Business Law Scholars Conference at UT Law in Knoxville–perhaps next June. Stay tuned for more on that at a later time.  However, for those who have a yen to travel out my way this June during the conference (maybe your heart was set on it–or at least on getting out of the house), I am happy to host you in person.  While our campus has various restrictions that would need to be addressed for you to access our buildings, the surrounding area (Knoxville and East Tennessee generally, including the Great Smoky Mountains National Park)…

Brooklyn Law School is hosting a two-day symposium next week to celebrate Roberta Karmel on her retirement. Here is the key part of the promotional blurb:

Join us to celebrate the career of Professor Roberta Karmel, the Centennial Professor of Law at Brooklyn Law School. Professor Karmel has been a pathbreaker in all senses of the word. She was the first female partner at the law firm of Rogers and Wells, the first female Commissioner of the U.S. Securities and Exchange Commission, and, for over 30 years, a teacher, mentor, colleague, and prominent scholar of business and securities law.

The symposium will be held virtually May 13-14 and will include a celebration of Professor Karmel’s career hosted by the Law School with tributes from the BLS community, alumni, and special guests.

Additional information about the program (including a link to the registration form) can be found here, and the agenda can be found here.  I am privileged to be a speaker at this event.  Roberta is a hero of mine and an inspiration to us all.  I hope that you can attend. 

Please note that the organizers have invited folks to leave a short anecdote regarding or…

Please join me in participating in Well-Being Week in Law (WWIL), #WellbeingWeekInLaw.  WWIL is a week-long event that is aligned with Mental Health Awareness Month.  (Yes, that’s this month!)  From the event website:

What’s The Purpose of WWIL?

The aim of WWIL is to raise awareness about mental health and encourage action and innovation across the profession to improve well-being. In 2021, the event’s name was changed from “Lawyer Well-Being Week” to Well-Being Week in Law to be more explicitly inclusive of all of the important contributors to the legal profession who are not lawyers.

Each day in the week, the WWIL program invites participants to focus on a different aspect of well-being, using this graphic as a guide:

image from lawyerwellbeing.net

I am planning on participating in WWIL activities as much as I can in this busy week filled with exams, papers, and the graduation for our third-year students. 

Today’s WWIL focus is physical well-being.  I had a lovely 10,000+ step walk planned for this morning with a colleague to start the week off right.  Rainstorms put the kibosh on that.  (We are rescheduling . . . .)  But I will try to get a walk in later in…

Ten days ago, co-blogger John Anderson posted about a new insider trading paper co-authored by  Sureyya Burcu Avci, Cindy Schipani, Nejat Seyhun, and Andrew Verstein,  A revised version of the paper, entitled Insider Giving, was recently posted on SSRN.  In the interim, I have been in communication with two of the co-authors, both friends of the BLPB (and of mine), Cindy Schipani and Andrew Verstein.  This paper, forthcoming in the Duke Law Journal, has a lot to offer.

As an insider trading nerd, I was pulled into this paper from the get-go.  Having written my own insider trading piece about gifting information a few years ago, I was intrigued by the ides of looking at the gifting of the subject securities themselves as possible violative conduct.  Of course, what Insider Giving starkly portrays is a situation in which stock is not donated wholly “from a ‘detached and disinterested generosity,’ … ‘out of affection, respect, admiration, charity or like impulses.’” Commissioner v. Duberstein, 363 U.S. 278, 285 (1960) (citations omitted) (defining a gift for federal income tax purposes).  The article presents significant information about insider gifts, including background on the motivation for these…

Business Law Today, the American bar Association’s business law magazine, has published a super guide to The Corporate Transparency Act, which became effective earlier this year.  The guide comes in the form of an article, “The Corporate Transparency Act – Preparing for the Federal Database of Beneficial Ownership Information,” co-authored by Robert W. Downes, Scott E. Ludwig, Thomas E. Rutledge, and Laurie A. Smiley.  The article reviews the act and clarifies a number of its key provisions.  The following background is excerpted from the introduction of the article:

The Corporate Transparency Act requires certain business entities (each defined as a “reporting company”) to file, in the absence of an exemption, information on their “beneficial owners” with the Financial Crimes Enforcement Network (“FinCEN”) of the U.S. Department of Treasury (“Treasury”). The information will not be publicly available, but FinCEN is authorized to disclose the information:

– to U.S. federal law enforcement agencies,

– with court approval, to certain other enforcement agencies to non-U.S. law enforcement agencies, prosecutors or judges based upon a request of a U.S. federal law enforcement agency, and

– with consent of the reporting company, to financial institutions and their regulators.

The Corporate Transparency Act…

ANNOUNCEMENT

Proposal and Nomination Deadline Extension

It is our pleasure to announce that the proposal and award nomination deadlines for Emory Law’s seventh biennial transactional law and skills education conference have been extended to 5 pm EDT May 7, 2021. Registration is open for the conference, which will be held virtually on June 4, 2021.

Join us to celebrate and explore our theme – Emerging from the Crisis: The Future of Transactional Law and Skills Education with you. This year, we have reduced the registration fee to $50 per person. Secure your space today!

Take a moment to review the Call for Proposals and submit your proposal here. Also, please share the CFP with your colleagues who may not have attended the Conference before. Consider forwarding it to adjuncts and professors teaching relevant subjects. Can you also think of any teachers who might be interested in attending or presenting? The Call for Proposals deadline is 5 p.m. EDT May 7, 2021. We look forward to receiving your proposals.

Last, but certainly not least, at this year’s Conference, we will announce the winner of the second Tina L. Stark Award for Teaching Excellence. Would you like to

…

Just a quick follow-up to my April 12 post on COVID-19 and Lawyers Working from Home.  In that post, I indicated that law firms had been slow to adopt work from home before COVID-19 hit.  I also raised a question about the extent to which work-at-home solutions would survive the pandemic.  And I noted that “[t]here is so much I could say about all this.”

I learned this week that property security solutions provider Kastle Systems International LLC has created an online “Back to Work Barometer” that tracks real estate occupancy.  Based on data reported for last week (April 12 & 13), “[t]he legal industry is returning to work at a much higher rate than other industries.”  The average reported occupancy rate for all industries was 24%.  But for the legal industry, the reported average rate was 37.2%. 

Earlier this year, it was predicted that many law firms would begin to return to work in earnest in the spring.  See here.  But reports also note later return dates and continued work from home for some.  See here and here.

Culture considerations also may interact with post-COVID-19 returns to the workplace, as I briefly indicated in my…

A few weeks ago, I posted on COVID-19 and business interruption insurance, quoting from part of a forthcoming coauthored article presented at the Business Law Prof Blog symposium last fall.  This week, I am posting a few more teaser paragraphs from that same article, which focuses overall on business law issues, practice changes, and professional responsibility challenges emanating from the pandemic.  Today’s excerpts focus on lawyers working from home.  Second-year UT Law student Anne Crisp is the primary author of the part of the paper that includes these paragraphs (from which footnotes have been omitted).

 . . . While the work-from-home movement was already taking off in many sectors prior to COVID-19, the legal sector had been slow to adopt this working model. Leaving aside multijurisdictional practice challenges, lawyer resistance to remote work has been attributed in large part to the perceived relationship-based nature of lawyering and the perception that at least some clients expect to meet with their legal counsel in well-appointed offices. But along came COVID-19, and lawyers could no longer avoid the pull of the work-from-home movement. If lawyers wanted to bill hours, they were going to have to work from home.

As lawyers began working…

Just a quick reminder that paper submissions for the National Business Law Scholars Conference for this year are due on or before April 9–this Friday.  The conference is scheduled for June 17-18, 2021 and is being hosted by The University of Tennessee College of Law in a hybrid or virtual format.  Submissions can be made through the conference website.

The full call for papers is posted here.  Feel free to leave comments or questions below.  Questions also can be directed to Eric Chaffee, the member of the planning committee in charge of program structuring logistics.

As a teaser to a forthcoming article I coauthored with two of my students (who co-presented with me) for the Business Law Prof Blog symposium back in the fall, I offer a short excerpt on business interruption insurance litigation resulting from governmental actions forcing business closures as a result of the pandemic, focusing on a recently decided Tennessee case.

In general, business lawyers got inventive in bringing legal claims of many kinds. A federal district court case recently decided in Tennessee, Nashville Underground, LLC v. AMCO Insurance Company, No. 3:20-cv-00426 (M.D. Tennessee, March 4, 2021), offers a notable example involving the interpretations of a business interruption insurance policy. The plaintiff in the action, a Nashville bar, restaurant, and entertainment venue, claimed coverage under the food contamination endorsement in its business interruption insurance policy for the damages suffered when it was forced to close its doors by governmental orders issued in March 2020 in response to the COVID-19 pandemic. The insurer denied coverage. The court held for the defendant insurer on its motion to dismiss for failure to state a claim, finding the contract language unambiguous. The court’s conclusion in its opinion noted sympathy, in spite of the outcome.

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