Photo of Joan Heminway

Joan Heminway

Subscribe to Joan Heminway's Posts

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

There’s been a lot of bad press lately about contract lawyers.  Between legal actions for overtime pay and articles in bar publications and elsewhere, it’s easy to conclude that all of these warriors in the legal workforce are overworked and underpaid in this post-financial-crisis world.

Yet, I just had a corporate general counsel in my Advanced Business Associations class last week who regularly uses contract counsel and, based on his description, those he works with seem to be a relatively contented lot.  He has gone ahead and hired a few of them (although he notes that some prefer independent contractor status for its flexibility).  So, I wonder whether many of us make the same mistake with the press on contract lawyers that we do with the press on law schools: generalizing a description and drawing conclusions from limited, nonscientific data (i.e., one-sided or narrowly drawn press reports). For one thing, most of what I read focuses on contract lawyers performing e-discovery reviews or rote due diligence.  I know that there are more varied assignments out there (even if those two areas represent most of the territory).

I do know former students who, for a variety of reasons, have worked as…

I usually look forward to the Olympics for months, if not years, before they start.

This year, however, all of the doping news, and buzz around Rule 40 has left me less enthusiastic.

For now, I am going to leave the doping news to one side, and focus on Rule 40.

From July 27 to August 24, 2016, Rule 40, prohibits Non-Olympic Commercial Partners from using the word “Olympics” and (depending on context) “Olympic-related terms,” including:

  • 2016
  • Rio/Rio de Janeiro
  • Gold
  • Silver
  • Bronze
  • Medal
  • Effort
  • Performance
  • Challenge
  • Summer
  • Games
  • Sponsors
  • Victory
  • Olympian

Now, I understand why the International Olympic Committee (“IOC”) and the U.S. Olympic Committee (“USOC”) might want these restrictions (given the large sums of money official sponsors pay), and from what I understand from experts in this specific area, the IOC & USOC may have a defensible legal stance.

This, however, seems one of the many areas where (1) the law has not kept up with advances in technology, namely social media, and (2) even if the IOC & USOC are right on the law, they may lose in the court of public opinion. Here, it seems, there is a good bit of difference between a company running a detailed TV-ad noting that it sponsors…

Jet lag prevented me from posting this yesterday.  (Yes, I am scheduled to be the BLPB every-Monday blogger going forward.)  But at least I am awake enough now to post a bit more on the 7th International Conference on Innovative Trends Emerging in Microfinance (ITEM 7 Conference) I attended last week in Shanghai, China.  My initial post on Wednesday provided some information on Chinese microfinance and the initial day of the conference.  This week, my post focuses on definitional questions that I have been pondering relating to my participation in this series of conferences.  Specifically, I have been sorting through the relationship between microfinance and crowdfunding.  My understanding continues to evolve as I become more familiar with the literature on and practice of microfinance internationally.

At the conference, one of the participants noted that while microfinance and crowdfunding appear to be mutually reinforcing, they still do not enjoy comfortable relations in scholarship and practice.  After weighing that statement for a moment, I had to agree.  I actually have been personally struggling with the nature of the relationship between the two for a few years now.  (I often wonder whether folks like co-blogger Haskell Murray who commonly work in the social…

Law school can and should be an enriching intellectual experience. For many, however, the three years of law school can also be extremely unhealthy.

What responsibility, if any, do we have as legal academics to encourage healthy behavior by our students? How do we do so?

Many law students have horrendous sleep, exercise, and eating habits. Many of these habits carry over into practice, and probably play at least some role in the numerous, documented health and addiction issues facing law students and lawyers. For undergraduate students, many schools mandate physical education and/or nutrition courses. Should these courses be offered to or mandatory for law students?

Are there things that we are doing as legal educators that encourage unhealthy habits? For example, is testing only once a semester part of the problem or is it simply preparing them for stressful, important events like the bar exam or a big trial?

Just opening this topic for discussion; I don’t think I have good answers yet. Feel free to respond in the comments or send me thoughts via e-mail. I think I lean toward letting law students make their own decisions in this area, especially because some students are older, second-career types. But, given all…

ITEM7(MFIVisit-1)

Between jet lag and the comprehensive conference proceedings and activities here in Shanghai, it’s all I can do to stay awake to finish this post . . . . But I am not complaining. Shanghai is a wonderful city, and the 7th International Conference on Innovative Trends Emerging in Microfinance (ITEM 7 Conference) has been a super experience so far.

Given my sleep-deprived state, I will just share with you here today a few key outtakes from the presentations we had yesterday (at a pre-conference site visit to the largest microfinance lender in Shanghai) and earlier today (at the conference itself) on microfinance in China.  Here goes.

  • Chinese microfinance is not really microfinance, in major part. It is SME (small and medium enterprise) lending. MSE loans are loans up to  30,000,000 Yuan RMB (about $4,600,000), and the average single loan amount for MSE lending is about  5,000,000 Yuan RMB (just under $770,000).
  • Unlike those in archetypal microfinance and those involved in actual micro-credit lending transactions in many other countries, borrowers in Chinese microfinance lending (such as it is) are largely men rather than women.
  • Despite these and other marked differences between Chinese microfinance and global microfinance, Chinese microfinance data does not

…

There once was a blogger named Steve.
A positive mark he did leave.
His witty, smart style
Kept us reading a while.
The loss of his posts we shall grieve.

So long from the blogosphere, friend.  We know, as you have promised, that you’ll never be far away.  But we shall, indeed, miss your byline here at the BLPB.

If you follow sports related news, you know that tennis star Maria Sharapova recently tested positive for a banned performance enhancing drug called Meldonium. Details here and here and here.  According to one source, over 60 athletes have tested positive for Meldonium this year; the drug was just recently added the banned substances list. Sharapova claims she was unaware that she was taking a banned substance. 

A number of Sharapova’s biggest sponsors have suspended or ended their relationship with her and/or delayed planned events. These sponsors include, Nike, Porsche, and TAG Heuer. Head and Evian appear to be sticking with her. Head chairman Johan Eliasch claimed that Sharapova simply made an “honest mistake.”

The companies that have cut ties with Sharapova have likely been able to do so through what is often called a morals clause or a morality clause in the endorsement contract. Some background on morals clauses can be found here and here and here. And here is an interesting contract law question from Eric Goldman that involves morals clauses. 

Last month, I published a post that promised subsequent posts on productive scholarly activity.  Specifically, that initial post focused on joy as a driver of scholarly productivity.  I noted there that the colleague who prompted me to start this series–my muse of sorts–thought readers might be interested in knowing about how I organize my research materials, among other things.  I pick up that idea here.

There is no single or simple answer to this question.  I am in a constant evolution in this part of my work, and the matter is complicated by the fact that research materials can be electronic, hard-copy, or orally conveyed.  I do now have some routines, however, and I have come to a few broadly applicable realizations along the way.  Most are likely obvious.  Nevertheless, I share them here today.

At the outset, it is critical to note that my work habits include mobility as a core value.  I work from wherever I am.  So, I have learned that my important research materials need to be captured in some way on my computer when possible.  

For those of you who talk about the recent problems at Volkswagen in your classes, this recently posted article may be useful. I connected with Charles Elson briefly when I lived in Delaware, and he is certainly an authority on corporate governance. The article is available here and the abstract is posted below. 

———–

Although the primary cause of the emissions scandal at Volkswagen appears to have been misfeasance and malfeasance on a corporate-wide scale, we argue that such a problematic culture existed at Volkswagen because of the composition of the board itself in combination with the unique governance structure known as “co-determination,” that defines many German companies, including VW. There are three major problems from a corporate governance standpoint with the Volkswagen board. First, is the interest-conflicting nature of the dual-class stock held by the dominant shareholding Porsche and Piech families. Second, is the presence of a government as a major shareholder. And third is the organization of its characteristically German “two-tier” board around the principle of co-determination, which mandated significant labor representation. We argue that each of these elements of the VW ownership and governance structure contributed in varying degrees to the board failure of oversight that led…

Christopher Bruner recently posted a book chapter entitled The Corporation’s Intrinsic Attributes. I try to read everything Christopher writes, including his excellent Cambridge University Press book, Corporate Governance in the Common Law World, and I am looking forward to reading this new book chapter over spring break next week. The book chapter’s abstract is reproduced below for interested readers:

———————

Numerous treatises, casebooks, and other resources commonly present concise lists of attributes said to be intrinsic to the modern corporation and/or essential to its economic utility. Such descriptions of the corporate form often constitute introductory matter, conditioning how students, professionals, and public officials alike approach corporate law by presenting a straightforward framework to distinguish the corporate form from other types of business entities. There are two significant problems with such frameworks, however, from a pedagogic perspective. First, these frameworks describe the corporation by reference to purportedly fixed intrinsic attributes, conflicting sharply with the flux and dynamism that have in fact characterized the history of corporate law. Second, these frameworks differ markedly from each other in how they characterize the corporation’s attributes, each embodying a contestable perspective on the nature of the corporate form.

The diversity of perspectives that such inquiry…