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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

See below for information on the The Midwest Academy of Legal Studies in Business (MALSB) Annual Conference in Chicago, IL and their call for papers. I attended MALSB this year, found it beneficial, and reflected on the conference in this post.

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Midwest Academy of Legal Studies in Business

2017 Annual Conference

March 22 – 24, 2017

The Palmer House Hilton Hotel – Chicago, Illinois

Conference Registration and Call for Papers

The Midwest Academy of Legal Studies in Business (MALSB) Annual Conference is held in conjunction with the MBAA International Conference, long billed as “The Best Conference Value in America.”

The MBAA International Conference draws hundreds of academics from business-related fields such as accounting, business/society/government, economics, entrepreneurship, finance, health administration, information systems, international business, management, and marketing. Although the MALSB will have its own program track on legal studies, attendees will be able to take advantage of the multidisciplinary nature of this international conference and attend sessions held by the other program tracks. 

For more information on the MALSB and its Annual Conference, please see the attached Call for Papers or go to http://www.malsb.org/. 

This year, my research and writing season has started off with a bang.  While grading papers and exams earlier this month, I finished writing one symposium piece and first-round-edited another.  Today, I will put the final touches on PowerPoint slides for a presentation I give the second week in June (submission is required today for those) and start working on slides for the presentation I will give Friday.

All of this sets into motion a summer concert conference, Barbri, and symposium tour that (somewhere along the line) got a bit complicated.  Here are the cities and dates:

New Orleans, LA – June 2-5
Atlanta, GA – June 10-11
Nashville, TN – June 17
Chicago, IL – June 23-24
Seattle, WA – June 27

I know some of my co-bloggers are joining me along the way.  I look forward to seeing them.  Each week, I will keep you posted on current events as best I can while managing the research and writing and presentation preparations.  The topics of my summer research and teaching run the gamut from insider trading (through by-law drafting, agency, unincorporated business associations, personal property, and benefit corporations) to crowdfunding.  A nice round lot.

This coming week, I will be at the Law and Society Association annual conference.  My presentation at this conference relates to an early-stage project on U.S. insider trading cases.  The title and abstract for the project and the currently envisioned initial paper (which I would, of course, already change in a number of ways) are as follows:

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As a former student of modern American History (yes, that was my undergraduate major, along with International Relations), I find Memorial Day both sobering and inspiring.  The number of servicemen and servicewomen, as well as others, that we have lost at war is staggering.  As I may have written in a former post, my dad, my father-in-law, and my secretarial assistant all are veterans.  I am glad they made it out alive.  So, today I will spend some time reflecting on those who didn’t emerge victorious in the fight for life at war as well as on those who did emerge victorious from that fight.  I am grateful for them all.

One of our readers (thanks, Tom N.) brought this to my attention earlier today.  I have passed it on to some folks internally here at UT Law.  Scammers who prey on students to extract money from them to pay a “Federal Student Tax” deserve their own special place on the Wall of Shame. ‘nough said.

A few months ago, Inside Higher Ed ran a story that noted “that grades continue to rise and that A is the most common grade earned at all kinds of colleges.” (emphasis added).  This finding surprised me. I knew grade inflation was becoming more and more common, but I did not expect A to be the most common grade earned, especially in the undergraduate setting.

The article reported that A’s accounted for “more than 42 percent of grades” and “A’s are now three times more common than they were in 1960.” (emphasis added).

This grade inflation trend is a mistake, in my opinion. And it is a trend that is impacting graduate schools as well. At the law school I attended, they moved from a 100-point scale and a 78-point mean when I attended, to letter grades and a much higher mean GPA. I understand why my alma mater made the move; they were very different than other law schools, even at the time, and a student with an 85% average had a tendency to be discounted by employers, even if that person was in the top 10% of her class. Business graduate schools may well have led the grade…

Well, given that I just spent several hours constructing a somewhat lengthy post that I apparently lost (aargh!), I will keep this relatively short.

This summer, I am working on a benefit corporation project for the Annual Adolf A. Berle Symposium on Corporation, Law and Society (Berle VIII) to be held in Seattle next month.  In that connection, I have been thinking about litigation risk in public benefit corporations, which has led me to consider the specific litigation risks incident to mergers and acquisitions (“M&A”).  I find myself wondering whether anyone has yet done a benefit corporation M&A transaction and, if so, whether a checklist might have been created for the transaction that I could look at.  I am especially interested in understanding the board decision-making aspects of a benefit corporation M&A transaction. (Haskell, maybe you know of something on this . . . ?)

Preliminarily, I note that fairness opinions should not carry as much weight in the benefit corporation M&A approval context, since they only speak about fairness “from a financial point of view.” Benefit corporation boards of directors must consider not only the pecuniary interests of shareholders in managing the firm, but also the firm’s articulated public benefit or benefits (which…

As previously mentioned, last week I presented at the Center for Nonprofit Management’s Bridge to Excellence Conference. 

Below I share a few thoughts. Some of these thoughts I have shared before about other conferences, but I think they bear repeating.

  1. Value of Practitioner Conferences. As an academic, it is easy for me to stay mostly in the academic world. I do think, however, going to practitioner conferences can be quite useful. Maybe most important, these conferences can help you meet people who are in practice, especially in your local area. People I have met at practitioner conferences have served as guest speakers in my classes, provided individual advice to students, helped students find jobs, and provided ideas for blog posts and scholarship. Practitioner conferences can also be useful as they tend to address very practical problems and remind me that I want my scholarship to speak to not only academics, but also the bar, bench, and business people. Attending one practitioner conference can lead to more opportunities—other speaking engagements, board member openings, and consulting opportunities, and the like. 
  2. Check Technology Before Speaking. I learned this early in my academic career, and I found the IT person well before my talk and made

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Today, I received notice of a web seminar on corporate political activity to be hosted by one of my former firms, King & Spalding.

Interested readers can register for the free web seminar here.

More information, from the notice I received, is reproduced below.

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Election 2016: What Every Corporate Counsel Must Know About Corporate Political Activity     

Thursday, May 26, 2016, 12:30 PM – 1:30 PM ET

                In this election year, corporations and their employees will be faced with historic opportunities to engage in the political arena. Deciding whether and how to do so, however, must be made carefully and based on a thorough understanding of the relevant law. In this presentation, King & Spalding experts will address this timely and important area of the law and provide the guidance that corporate counsel need when engaging in the political process.            

OK.  I count 17 Form C filings (not including a few amended filings, two of which are noted below) on “Day 1” of U.S securities crowdfunding.  Not a bad showing for the first day out, in my view.

First in line? Bloomery Investment Holdings, LLC with an offering of LLC interests on StartEngine Capital LLC.  The firm filed its Form C a bit after 6:30 AM.   Early risers!  Eager beavers!  (Maybe too eager, since an amendment was filed less than two hours later–apparently because the attendant Form C .pdf was rejected in the initial filing.)  The firm’s subsidiary is a moonshine-based liqueur producer.  At this writing, $11,700 of the target threshold funding of $300,000 (1000 units at $300 per unit) has been committed–$288,300 to go!  ($600 came in while I was typing this post.)  And it looks like the base of operations is in West Virginia, Josh!  Do you know these folks?  (Slogan: “Take a Shot on Us.”)

StarEngine also is hosting another crowdfunded offering filed today.  The issuer on this offering, GameTree PBC (yes, Haskell, a public benefit corporation!), a social network for gamers based in Solana Beach, California.  GameTree is selling common stock at $2 per share and…

Yesterday, I presented on negotiation theory and stakeholder engagement at the Center for Nonprofit Management’s Bridge to Excellence Conference.

At a session after mine, I was directed to a PowerPoint entitled What Every Board Member Should Know: A Guide for Tennessee Nonprofits. The PowerPoint was authored by the Tennessee Attorney General, the Tennessee Secretary of State, and the President of the Center for Nonprofit Management. The document is rather simple, but might be useful as a primer for nonprofit board members in Tennessee.  

The conference attendees appeared to be a few hundred nonprofit practitioners and only about three or four professors, two of whom were among the presenters. After my morning presentation, I stuck around and listened to some of the other speakers and enjoyed an excellent lunch. I am a sucker for free food. 

At the conference, I was struck by how nonprofit board members were discussed by some of the speakers and attendees. One question that was posed was – “how do you deal with a board member who is not pulling his or her weight as a fundraiser?” I guess I knew that nonprofit board members were chosen, at least in part, for their ability…