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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

Recent (overdue) additions to my SSRN page:

A New Social Contract: Corporate Personality Theory and the Death of the Firm, 101 Minnesota Law Review Headnotes 363 (2017). https://papers.ssrn.com/sol3/papers.cfm?abstract_id=3123349

Socio-Economics: Challenging Mainstream Economic Models and Policies, 49 Akron Law Review 539 (2016). https://papers.ssrn.com/sol3/papers.cfm?abstract_id=3123817

The Role of Corporate Personality Theory in Opting Out of Shareholder Wealth Maximization, 19 Transactions: The Tennessee Journal of Business Law 415 (2017). https://papers.ssrn.com/sol3/papers.cfm?abstract_id=3123795

The Inclusive Capitalism Shareholder Proposal, 17 UC Davis Business Law Journal 147 (2017). https://papers.ssrn.com/sol3/papers.cfm?abstract_id=3123823

Just a quick post today about a teaching technique I have been using that offers significant opportunities for exploration, especially in small class environments.

I am again teaching Advanced Business Associations this semester.  The course allows students to review and expand their knowledge of business firm management and control issues in various contexts (public corporations, closely held corporations, benefit corporations, and unincorporated business entities), mergers and acquisitions, and corporate and securities litigation.  I have reported on this course in the past, including in this post and this one.

At the conclusion of each unit, I have students locate (go off on a treasure hunt, of sorts) and post on the course management website (I use TWEN) a practice document related to the matters covered in that unit.  Today we concluded our unit on benefit corporations.  Each student (I only have five this semester) was required to, among other things, post the actual corporate charter (not a template or form) of a benefit corporation.  Although the Advanced Business Associations course features training presentations by representatives of Lexis/Nexis, Westlaw, and Bloomberg that include locating precedent documents of various kinds, the students have not yet had this training.

In our discussions about…

As I watch the opening ceremonies of the 2018 Winter Olympic Games, I am struck by all of the design work that goes into the ceremony and the games.  Who designs the vast opening and closing ceremony productions?  Does the host country hire some or all the people who appear in the productions or are some or all volunteers?  Who holds the intellectual property rights to the program elements and the recording of the program?  The International Olympic Committee, I guess . . . .  It strikes me that the Olympic Games have become big business, and intellectual property rights have become important to the value of that business.  The World Intellectual Property Oganization notes that “[t]he Games are as much a celebration of innovation and creativity as they are of humanity, fair play and sporting excellence.”

Perhaps most amusing to me in the run-up to the 2018 Winter Olympic Games has been the coverage of the U.S. opening ceremony outfits, designed by Ralph Lauren.  Even for those of you who purport to know nothing about fashion design, you may recall that Ralph Lauren designs those shirts and shorts and sweaters with the little embroidered polo horse on the…

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WOMEN’S LEADERSHIP IN ACADEMIA CONFERENCE

Advancing women professors, librarians, and clinicians in leadership positions in the academy.

Thursday & Friday July 19-20, 2018
University of Georgia School of Law
Athens, Georgia

Call for Proposals!

DEADLINE: Thursday, March 15, 2018

 

The University of Georgia School of Law is proud to organize and host the inaugural Women’s Leadership in Academia Conference. This Conference strives to address the concerns and needs voiced by our respective communities. In response to suggestions from colleagues across the nation, this Conference will offer programming focused on building skills and providing tools and information that are directly applicable to women in legal education looking to be leaders within the academy.
 
To help us create targeted programs of interest, we are looking to the expertise within our diverse community. We invite you to submit a proposal for a conference session. The Planning Committee is looking for proposals in a variety of formats, including hands-on workshops, panel presentations, roundtables, and short lectures. However, we are open to all suggestions and encourage creativity and collaboration with your colleagues. All proposal topics should address the unique perspective and challenges of women, and provide programming that will be useful to developing

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At The University of Tennessee College of Law, we have a four-credit-hour, four-module course called Representing Enterprises that is one of three capstone course offerings in our Concentration in Business Transactions.  In Representing Enterprises, each course module focuses on a different aspect of transactional business law, often a specific transaction or task.  We try to both ask the enrolled students to apply law that they have learned in other courses (doctrinal and experiential) and also introduce the students to applied practice in areas of law to which they have not or may not yet have been exposed.

I have been teaching the first module over the past few weeks.  We finish up tomorrow.  My module focuses on disclosure regulation.  I have five class meetings, two hours for each meeting, to cover this topic.  Each class engages students with a hypothetical that raises disclosure questions.

The first class focused on general rule identification regarding the applicable laws governing disclosure in connection with the purchase of limited liability membership interests.  Specifically, our client had bought out his fellow members of a member-managed Tennessee limited liability company at a nominal price and without giving them full information about a reality television opportunity our…