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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

Well, here we are at the end of another semester.  I just finished teaching my last class in our new, three-credit-hour, basic Business Associations offering.  (Next semester, I take my first shot at teaching a two-credit-hour advanced version of Business Associations.  More to come on that at a later date.)  The basic Business Associations course is intended to be an introduction to the doctrine and norms of business associations law–it is broad-based and designed to provide a foundation for practice (of whatever kind).  I hope I didn’t make hash out of everything in cutting back the material covered from the predecessor four-credit-hour version of Business Associations . . . .

I find teaching fiduciary duty in the corporations part of the basic Business Associations course more than a bit humbling.  There is a lot there to offer, and one can only cover so much (whether in a three-credit-hour or four-credit-hour course format).  Every year, I steel myself for the inevitable questions–in class, on the class website (TWEN), and in the post-term review session (scheduled for today at 5 PM)–about the law of fiduciary duty as it applies to directors.  This past weekend, I received a question in that category on…

As regular readers know, I research and write on business and human rights. For this reason, I really enjoyed the post about corporate citizenship on Thanksgiving by Ann Lipton, and Haskell Murray’s post about the social enterprise and strategic considerations behind a “values” message for Whole Foods, in contrast to the low price mantra for Wal-Mart. Both posts garnered a number of insightful comments.

As I write this on Thanksgiving Day, I’m working on a law review article, refining final exam questions, and meeting with students who have finals starting next week (being on campus is a great way to avoid holiday cooking, by the way). Fortunately, I gladly do all of this without complaint, but many workers are in stores setting up for “door-buster” sales that now start at Wal-Mart, JC Penney, Best Buy, and Toys R Us shortly after families clear the table on Thanksgiving, if not before. As Ann pointed out, a number of protestors have targeted these purportedly “anti-family” businesses and touted the “values” of those businesses that plan to stick to the now “normal” crack of dawn opening time on Friday (which of course requires workers to arrive in the middle of the night). The…

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Happy Thanksgiving you all!  With my co-blogger colleagues here on the BLPB writing various Thanksgiving posts on retail-related and other holiday-oriented business law issues (here and here), I find myself in a Thanksgiving-kind-of-mood.  I honestly have so much to be thankful for, it’s hard to know where to start . . . .  But apropos of the business law focus of this blog, I am choosing today to be thankful for my students.  They make my job really special.

This semester, I have been teaching Business Associations in a new three-credit-hour format (challenging and stressful, but I have wanted to teach Business Associations in this format for fifteen years) and Corporate Finance (which I teach as a planning and drafting seminar).  I have 69 students in Business Associations and ten in Corporate Finance.  I have two class meetings left in each course.

The 69 students in Business Associations have been among the most intellectually and doctrinally curious folks to which I have taught this material.  I have talked to a lot of them after class about the law and its application in specific contexts.  Two stayed after class the other day to discuss statutory interpretation rules with me…

The DC Circuit will once again rule on the conflicts minerals legislation. I have criticized the rule in an amicus brief, here, here, here, and here, and in other posts. I believe the rule is: (1) well-intentioned but inappropriate and impractical for the SEC to administer; (2) sets a bad example for other environmental, social, and governance disclosure legislation; and (3) has had little effect on the violence in the Democratic Republic of Congo. Indeed just two days ago, the UN warned of a human rights catastrophe in one of the most mineral-rich parts of the country, where more than 71,000 people have fled their homes in just the past three months.

The SEC and business groups will now argue before the court about the First Amendment ramifications of the “name and shame” rule that required (until the DC Circuit ruling earlier this year), that businesses state whether their products were “DRC-Conflict Free” based upon a lengthy and expensive due diligence process.

The court originally ruled that such a statement could force a company to proclaim that it has “blood on its hands.” Now, upon the request of the SEC and Amnesty International, the court…

In my post yesterday on intellectual property law and The University of Tennessee’s rebranding exercise, I noted my opposition to the abandonment of the Lady Volunteer brand.  Some have questioned my stand on this issue as (although not using these words) old fashioned, anti-feminist, etc.  Even my husband questioned me on the matter, asking: “How would you have felt if, in playing field hockey at Brown, the team was referred to as the Lady Bears?”  Of course, some team names are not meant to “go with” the moniker “Lady,” in any event . . . .  :>)

Some do see this as a simple issue of shedding the “separate and unequal” status of women’s athletics at The University of Tennessee.  I can see how an outsider might see things that way.  But the merger of the Knoxville men’s and women’s athletic departments two years ago (I will spare you the details) was accomplished in a way that is seen by some as sweeping inequality under the rug through homogenization that falsely signals equality to the outside world.  Suffice it to say, I am not persuaded that the issue is this simple.

Others have contacted me on Facebook and in…

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Readers who know me well understand that I am a die-hard fan of The University of Tennessee’s athletics teams.  As a former college athlete and continuing college sports fan, I embraced the Tennessee Volunteers and Lady Volunteers as if they were my own when I moved to Knoxville in 2000.  I first became a Lady Volunteer basketball ticket holder.  Then, I donated to the university and got myself in the queue for football tickets.  Men’s basketball followed once I began service as a member of the campus’s athletics board.

A week ago, the campus administration announced that the university would be dropping the Lady Volunteer brand for all sports except women’s basketball.  The press release is not a model of good communication to the multiple interested constituencies that could be expected to read it.  It manages to muddle the rationale for the change (citing to a campus rebranding effort, brand audits, and the campus’s new allegiance with Nike), send mixed messages (citing a perceived need for consolidation, but leaving the women’s basketball team out of the consolidation), and ignore the value of the Lady Volunteer brand to female athletes not playing on the basketball team (asserting that “[t]he Lady Vol…

Understandably, business law professors get upset when people who should know better- judges for example- mischaracterize LLCs. I say we should be even more angry at the law clerks drafting the opinions. Many judges had no exposure to LLCs in law school but clerks graduating today certainly have. 
 
Given the ubiquity of LLCs now, I was surprised to learn that among the many outstanding CALI (Computer-Aided Legal Instruction) lessons, there are none on LLCs. (Hat tip to co-blogger Steve Bradford- my students love him now). I have volunteered to work on at least one and maybe more in the coming months. I canvassed some colleagues for their must-haves for these LLC lessons. In no particular order, here’s the current list:
 

1) Difference between LLCs, corporations and partnerships 

2) Del. and ULLCA coverage of fiduciary duties, and especially the issue of contractual waiver and default 

3) Ease of formation
 
4) Expense of formation
 
5) Ease of maintenance    
 
6) Expense of maintenance
 
7) Restrictions re. business purpose or activity
 
8) Continuity of life/limitations on existence
 
9) Label for/characteristics (incl. transferability) of ownership interests
 
10) Restrictions re. owners (number, type, or other)
 
11) Authority to

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As some of you know, I have been a defender (although perhaps not a staunch one) of student-edited law reviews as a good learning experience for students.  I have worked with students in ways that I really have enjoyed over the years.  I also have had some lousy experiences.  But even I admit that between the overwhelmingly negative blog commentary  (to which I now add), including posts here and here by Steve Bradford here on the BLPB, and the experiences I relate here, I am having trouble sustaining my support for student-edited journals . . . .

Received Saturday (edited slightly for publication here):

Dear Colleague,

Please consider submitting your work to the Track “Crowdfunding: a democratic way for financing innovative projects” @ the RnD Management Conference 2015.

The RnD Management Conference 2015 will be held in June 23-26 at Sant’Anna School of Advanced Studies in Pisa.

You can find more information on the Conference Track and on the submission process at the following link: http://www.rnd2015.sssup.it/.

I warmly apologize for cross-posting.

Best regards,

Cristina Rossi Lamastra, PhD

Associate Professor at Politecnico di Milano School of Management

Phone: 0039 0223993972

Fax: 0039 0323992710

Skype: crossi73

Web page: http://www.dig.polimi.it/index.php?id=308&tx_wfqbe_pi1[id]=52

I have previously blogged about Institutional Shareholder Services’ policy survey and noted that a number of business groups, including the Chamber of Commerce, had significant concerns. In case you haven’t read Steve Bainbridge’s posts on the matter, he’s not a fan either. 

Calling the ISS consultation period “a decision in search of a process,” the Chamber released its comment letter to ISS last week, and it cited Bainbridge’s comment letter liberally. Some quotable quotes from the Chamber include:

Under ISS’ revised policy, according to the Consultation, “any single factor that may have previously resulted in a ‘For’ or ‘Against’ recommendation may be mitigated by other positive or negative aspects, respectively.” Of course, there is no delineation of what these “other positive or negative aspects” may be, how they would be weighted, or how they would be applied. This leaves public companies as well as ISS’ clients at sea as to what prompted a determination that previously would have seen ISS oppose more of these proposals. This is a change that would, if enacted, fly in the face of explicit SEC Staff Guidance on the obligations to verify the accuracy and current nature of information utilized in formulating voting recommendations.

The…