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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

I write today to share some Zoom connectivity tips that I have accumulated since my first post on this topic.  I spent class time before (and personal time during) Spring Break, which concluded for us yesterday, testing Zoom connections with students–working with them to overcome barriers to clear Internet communications using Zoom.  My collected tips, which I shared with my students yesterday, are pasted in below.  

Some items on my tip list may not be applicable to you and your students.  Most are mentioned elsewhere; and if you already have been teaching using Zoom for a week or more, you may well have already figured all this out in any case.  Nevertheless, I thought it might be useful to share my “top five” here.

1. Close out of open files and applications before you join in on our class meeting.  Allow your computer to focus its activity on our class exclusively.1

2.  If you are sharing bandwidth in your household, ask your household members if they can schedule their usage around your class meetings.  Internet speed issues can have a real effect on the performance of video conferencing software.2

3.  Log in through the campus’s Zoom page…

This follows on my post from last week regarding the 2020 National Business Law Scholars Conference, scheduled for June 18-19, 2020 at The University of Tennessee College of Law.  The planning committee conferred a few days ago and, in recognition of the current state of affairs, determined to extend the deadline for paper submissions to Friday, April 24.  We hope that this takes some pressure off faculty who would like to submit a paper for inclusion in the conference but are wrestling with new challenges and stressors in transitioning to teaching online.

Again, please contact me at jheminwa@tennessee.edu or any other member of the planing committee listed below with questions.  Eric Chaffee handles paper submissions and scheduling.  Accordingly, he is the best person to contact if you need to address specific submission issues or scheduling constraints.  His email address is eric.chaffee@utoledo.edu.

Afra Afsharipour (University of California, Davis, School of Law)
Tony Casey (The University of Chicago Law School)
Eric C. Chaffee (The University of Toledo College of Law)
Steven Davidoff Solomon (University of California, Berkeley School of Law)
Joan MacLeod Heminway (The University of Tennessee College of Law)
Kristin N. Johnson (Tulane University Law School)
Elizabeth Pollman (University of…

Thanks to all who have been registering and submitting papers for this year’s National Business Law Scholars Conference, scheduled for June 18-19 at The University of Tennessee College of Law.  I posted on the conference last month.  The conference planning committee, like so many others, is monitoring the COVID-19 situation.  At present, the conference is still a “go,” and we remain excited about it!

The deadline for paper submissions is March 31.  We hope that you are inspired to submit.  The conference website can be found here.  The planning committee understands that many (most?) of us are currently subject to institutionally imposed travel restrictions.  Please know that if you submit a paper and are unable to attend due to travel restrictions, you may withdraw your paper.

Comments can be left here, or feel free to email me or any other planning committee member for more information.  Paper submission questions are best directed to Eric Chaffee.  The planning committee members are listed again below, for your convenience.

Afra Afsharipour (University of California, Davis, School of Law)
Tony Casey (The University of Chicago Law School)
Eric C. Chaffee (The University of Toledo College of Law)
Steven Davidoff Solomon (University…

So glad Colleen published the Skadden information in her post earlier today.  I had considered doing that, too.  Instead, I will add two links to the growing knowledge base.  They both relate to teaching during these challenging times.  Then, I will offer a few thoughts of my own.

First, friend-of-the-BLPB Seth Oranburg alerted me to some distance education tips he has posted.  They can be found here.  I appreciate him taking time to write his ideas out and get this essay posted.

Second, Josh Blackman posted tips on teaching using Zoom here.  Some of us are more familiar with videoconferencing technology than others.  I have not taught more than a few classes online, but I am comfortable with Zoom.  A few of Josh’s ideas were new to me and seem very useful in the emergent online teaching environment.

Since most law students will be taking all of their courses (as well as conducting meetings and continuing to do much or all of their reading and written work) online, the possibility of boredom and internet overload/online burnout is very real.  As someone who recently suffered from digital eye strain (a/k/a computer vision syndrome), I also am concerned…

Friend of the BLPB and fellow crowdfunding researcher Andrew Schwartz recently posted this article on SSRN: Mandatory Disclosure in Primary Markets, 2019 Utah L. Rev. 1069.  I was provoked by the abstract, which reads as follows:

Mandatory disclosure—the idea that companies must be legally required to disclose certain, specified information to public investors—is the first principle of modern securities law. Despite the high costs it imposes, mandatory disclosure has been well defended by legal scholars on two theoretical grounds: ‘Agency costs’ and ‘information underproduction.’ While these two concepts are a good fit for secondary markets (where investors trade securities with one another), this Article shows that they are largely irrelevant in the context of primary markets (where companies offer securities directly to investors). The surprising result is that primary offerings—such as an IPO—may not require mandatory disclosure at all. This profound insight calls into question the fundamental premises of the Securities Act of 1933 and similar laws governing primary offerings around the world. Reform of these rules could lead to a new age of simplified, low-cost primary offerings to the public, something that is already happening in New Zealand through its equity crowdfunding market.

As someone who believes…

I recently had occasion to offer background to, and be interviewed by, a local television reporter about a publicly traded firm that owns several health care facilities in East Tennessee and has been financed significantly through loans from and corporate payments made by a member of its board of directors.  The resulting article and news clip can be found here.  Since the story was published, a Form 8-K was filed reporting that the director has resigned from the board and the firm is negotiating with him to cancel its indebtedness in exchange for preferred stock.

In reviewing published reports on the firm, Rennova Health, Inc., I learned that it had been delisted from NASDAQ back in 2018.  The reason?  The firm engaged in too many stock splits.

I also came across an article reporting that another health care firm, a middle Tennessee skilled nursing provider, Diversicare Healthcare Services, Inc., had been delisted in late 2019.  The same article noted two additional middle Tennessee health care firms also were in danger of being delisted from stock exchanges.  One was subsequently delisted. 

Health care mergers and acquisitions also have been in the news here in Tennessee.  A Tennessee/Virginia…

National Business Law Scholars Conference (NBLSC)

June 18-19, 2020

Call for Papers

The National Business Law Scholars Conference (NBLSC) will be held on Thursday and Friday, June 18-19, 2020, at The University of Tennessee College of Law.

This is the eleventh meeting of the NBLSC, an annual conference that draws legal scholars from across the United States and around the world. We welcome all scholarly submissions relating to business law. Junior scholars and those considering entering the academy are especially encouraged to participate. If you are thinking about entering the academy and would like to receive informal mentoring and learn more about job market dynamics, please let us know when you make your submission.

Please use the conference website to submit an abstract or paper by March 31, 2020.  If you have any questions, concerns, or special requests regarding the schedule, please email Professor Eric C. Chaffee at eric.chaffee@utoledo.edu. We will respond to submissions with notifications of acceptance shortly after the deadline. We anticipate the conference schedule will be circulated in May.

Conference Organizers:

Afra Afsharipour (University of California, Davis, School of Law)
Tony Casey (The University of Chicago Law School)
Eric C. Chaffee (The University of Toledo College…

In an email exchange with Stanford business law clinician Jay Mitchell, I learned of this intriguing post on legal document design.  Jay takes the design thinking context way beyond my “legal design” idea of using IRAC in corporate finance drafting as a means of ensuring that students are engaging with applicable law and norms in their drafting, and in doing so, he makes a number of interesting observations and points that relate to both document planning and drafting, on the one hand, and teaching planning, drafting, and overall business law practice, on the other.  Here are a few.

  • “The physical design of clinic work-products and client communications is a constant concern. It’s humbling, idea-generating, and inspiring to look at graphic design and wayfinding books and see great solutions to complex information design challenges.”
  • “Our world is one of entities; structures; flows of information, money, and property rights; time periods; decision-making processes; legal, tax, and accounting principles; and dense and difficult documents — and then helping clients operationalize all this across multiple functions and geographies. Seems like we need good tools for capturing, assessing, and conveying information. Visual executions can provide those tools. They have great communicative capacity: shape, color, line,

…

My short essay, “Me, Too and #MeToo: Women in Congress and the Boardroom,” was recently published in the George Washington Law Review.  The abstract follows.

The “Year of the Woman” (1992) and the year of #MeToo (2018) were landmark years for women in federal congressional elections. Both years also represent significant milestones for women’s roles as U.S. public company directors. In each of these two years, social context was interconnected with these political and corporate gender changes. The relevant social context in 2018 is most clearly defined by public revelations of sexual misconduct involving a significant number of men in positions of political and business power. The relevant social context in 1992 similarly involved specific, highly public disclosures and allegations of sexual misconduct.

These parallels beg many questions. In particular, one may ponder whether the correlation between social context and congressional or public company board elections is coincidence or something more. Apropos of the current era, those of us who focus on corporate board diversity may wonder whether looking at the election of women to Congress and corporate boards in the #MeToo era provides any insights or lessons about female corporate board representation.

This brief Essay…

 

Emory2020

CALL FOR PROPOSALS AND REGISTRATION INFORMATION

Emory’s Center for Transactional Law and Practice is delighted to announce its seventh biennial conference on the teaching of transactional law and skills.  The conference, entitled “Hindsight, Insight, and Foresight: Transactional Law and Skills Education in the 2020s,” will be held at Emory Law, beginning at 1:00 p.m. on Friday, June 5, 2020, and ending at 3:45 p.m. on Saturday, June 6, 2020.

Come together with your colleagues and friends in Atlanta to reflect upon transactional law and skills education and ponder the answers to three vital questions:

  • Where have we been?
  • What have we learned?
  • Where are we going?

Our keynote speaker – to be announced soon – will elaborate on our theme. In addition, conference attendees will participate in a workshop to create a vision for transactional law and skills education in the 2020s (the “Vision Workshop”).  Finally, we will bestow the second Tina L. Stark Award for Excellence in the Teaching of Transactional Law and Skills.  (For information about how to nominate yourself or someone else for this award, please click here.)

CALL FOR PROPOSALS

 

We are accepting proposals immediately, but in no event later than 5 p.m. on…