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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 serve on the Tennessee Bar Association Business Entity Study Committee (BESC) and Business Law Section Executive Committee (mouthfuls, but accurately descriptive).  The BESC was originated to vet proposed changes to business entity statutes in Tennessee.  It was initially populated by members of the Business Law Section and the Tax Law Section, although it’s evolved to mostly include members of the former with help from the latter.  The Executive Committee of the Business Law Section reviews the work of the BESC before Tennessee Bar Association leadership takes action.

Just about every legislative session of late, these committees of the Tennessee Bar Association have been asked to review proposed legislation on benefit corporations (termed variously depending on the sponsors).  A review request for a bill proposed for adoption for this session recently came in.  Since I serve on both committees, I get to see these proposed bills all the time.  So far, the proposals have pretty much tracked the B Lab model from a substantive perspective, as tailored to Tennessee law.  To date, we have advised the Tennessee Bar Association that we do not favor this proposed legislation.  Set forth below is a summary of the rationale I usually give.

It may just be my students, but it seems there is a renewed interest in business law careers among law students.  Several of my students this year who had originally started down a path toward a career in another area of law have happily and passionately settled, somewhat late in the game, on being business lawyers.  Somehow, after taking Business Associations and other foundational business law courses, they’ve been bit by the business law bug.  And they are incredibly talented students–high up in their class in terms of rank and well worthy of employment in a firm or business or government.  One is my research assistant.

We have been working together and with the folks in our Career Center to identify relevant geographical and employer markets.  But I am seemingly engaged in a continuous struggle to help each of them (a) to enhance his resume to reflect his new-found business law passion (given that each already had accepted a second summer job somewhat or totally outside the business law area when he refocused on business law as a career path) and (b) to make the new connections that he needs to make in order to successfully pursue his revised career path.  How can a middle-aged academic almost 15 years out of practice help a 3L business law job-seeker to make his resume more relevant, his contact list deeper, and his interviews more effective?

With Marcia’s blessing, I am promoting a recently published transcript of a conference panel on which she and I presented last spring.  The title of the published transcript?  “Representing Entities: The Value of Teaching Students How to Draft Board Resolutions and Other Similar Documentation.”  Here’s the top line from the SSRN abstract:

This edited transcript comprises a panel presentation and related Q&A at “Educating the Transactional Lawyer of Tomorrow,” Emory University School of Law’s biennial transactional law conference held June 6-7, 2014. The transcript includes Professor Heminway’s talk and a separate presentation by Professor Marcia Narine on “How to Make Transactional Law Less Terrifying and a Bit More Interesting.” The panel, “Transactional Drafting: Beyond Contracts,” features approaches to teaching transactional business law courses. 

Enjoy!

On December 22 and again on January 9, I posted the first two installments of a three-part series featuring the wit and wisdom of my former student, Brandon Whiteley, who successfully organized a student group to draft, propose, and instigate passage of Invest Tennessee, a state crowdfunding bill in Tennessee.  The first post featured Brandon’s observations on the legislative process, and the second post addressed key influences on the bill-that-became-law.  This post, as earlier promised, includes Brandon’s description of the important role that communication played in the Invest Tennessee endeavor.  Here’s what he related to me in that regard (as before, slightly edited for republication here).

As some of you know, my beloved cat, Meowth (yes, named after the Pokemon character) has been battling squamous cell carcinoma.  Today, he went on to the everlasting life beyond this Earth.  This post is dedicated to his memory.  Here he is, meowing with me and my daughter a bit over a week ago.

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One of the things that we have been blessed with over the years–in Massachusetts and here in Knoxville–is great veterinary medical care.  Since The University of Tennessee’s College of Veterinary Medicine (CoVM) is located on the West (agricultural) campus in Knoxville, it is a stone’s throw from the College of Law, where I teach.  We have been assisted in various ways, including with Meowth, by veterinarians and veterinary technicians from the CoVM.   The CoVM also boast a veterinary social work program, and we were helped in Meowth’s end-of-life care by one of the veterinary social workers in the CoVM program.  Many of the local veterinarians were trained at our CoVM.  We have worked with several private practice groups in Knoxville.

All this interaction with veterinarians has made me wonder how private veterinary medical practice groups are organized, from a legal entity point of view.  (Yeah, I know.  I am a true law nerd.  I admit that.)  My impression (although many practice groups are not very transparent about their form of legal organization) is that many of these practice groups are professional corporations (PCs) or professional limited liability companies (PLLCs).  I suppose this makes sense to me.  

But it reminds me of a question commonly asked by astute Business Associations students: “Why do professionals form professional business entities, given that the owners of limited liability entities already enjoy protection from liability for the obligations of the entity?”  I am sure many of you have been asked this same question.  If not, you soon may be.

Today, unlike most Mondays during the school year, I will not be in the classroom.  The University of Tennessee is closed in celebration of the life of Martin Luther King, Jr., our nation’s iconic non-violent civil rights leader.  Today also is the day that my daughter is in transit back to her college in New York for her last semester as an undergraduate.  It seemed only fitting, honoring both occasions, to go out on Friday night with my daughter and my husband to see the movie Selma.

Despite its historical inaccuracies (which have been played out in the public media, e.g., here), the movie is a successful one.  Among other things, it spoke to me of the amazing amount that one man can accomplish in a mere 39 years with focus, action, and perseverance.  I admittedly felt a bit lazy and ineffectual by comparison.

Selma also reminded me, however, of the near daily opportunities that King had to speak out on matters of public importance.  I wondered if there was anything in his teachings that would speak directly to me today.  Specifically, I wondered if I could find something he’d said that helped to guide me as a business law professor in the current business law or legal education environment.

Of course, King spoke out against  Jim Crow laws, which provided for legal segregation of the races in both businesses and education.  But I was looking for something a bit more personal.  Then, I found this quotation:  “The function of education . . . is to teach one to think intensively and to think critically. . . .  Intelligence plus character–that is the goal of true education.”  

I recently was afforded the opportunity to draft a short article for the William & Mary Journal of Women and the Law that combines my research on crowd theory (from the crowdfunding space) and my research on women and corporate governance.  The opportunity arose out of a celebration of the 20th anniversary of the journal, for which I had been a published author in the past.  (The journal published my article on women as investors in the context of securities fraud, Female Investors and Securities Fraud: Is the Reasonable Investor a Woman?, back in 2009.)

I just posted the recently released final version of the 20th anniversary article, entitled Women in the Crowd of Corporate Directors: Following, Walking Alone, and Meaningfully Contributing, to the Social Sciences Research Network.  My application of crowd theory to the gender composition of corporate boards of directors in this article does not provide significant new insights on the decision making of female corporate directors.  However, it does result in the observation that women on corporate boards may foster the establishment of new board structures and policies that have the potential to favorably impact board decision making.  The bottom line?  More–and more novel–research still…

A few weeks ago, I described to you a really special extracurricular project undertaken by one of my students, Brandon Whiteley, now an alum, this past year.  The project?  Proposing and securing legislative passage of Invest Tennessee, a Tennessee state securities law exemption for intrastate offerings that incorporates key features of crowdfunding.  The legislation became effective on January 1.

In that first post, I described the project and Brandon’s observations on the legislative process.  This post highlights his description of the influences on the bill that became law.  Here they are, with a few slight edits (and hyperlink inserts) from me.

I just left the Association of American Law Schools annual meeting this morning.  I came back to a flat tire at the airport, but let’s not dwell on that . . . .  The conference was a good one, as these zoo-like mega conferences go.  

I presented at the conference as part of a panel that focused on teaching courses and topics at the intersection of animals and the law.  (Thanks for the plug, Stefan!)  Yes, although it is a little known fact, I do teach courses involving animals and the law.  Regrettably, it is a somewhat rare thing for me, since I always have to teach these courses as an overload.  However, I also am the faculty advisor to our campus chapter of the Student Animal Legal Defense Fund and UT Pro Bono’s Animal Law Project (which compiled and annually updates a Tennessee statutory resource used by animal control and other law enforcement officers, as well as other animal-focused professionals, in the State of Tennessee).  In addition, I coach our National Animal Law Competitions team.  These non-classroom activities  give me ample time to teach in different ways . . . .

I will not rehash all of my remarks from the panel presentation here.  In fact, I want to make a very limited point in this post.  While my calling to legal issues involving non-human animals is rooted in large part in being the “animal mom” of a rescue dog and rescue cat, I also participate in educational efforts in this area because I see it as my professional responsibility as a lawyer–and in particular, as a business lawyer.

Grades are in–a few hours late, but in nevertheless.  It must be almost time for New Year’s Eve, syllabus and first-assignment posting, the AALS conferenece, the first day of classes, . . .  and more job searching for our students!

I was reminded in an email from a student this morning that the hunt for summer and permanent law jobs is revving back up again after the holiday doldrums.  The student, a 1L mentee seeking summer employment, was asking a few questions about my cover letter post, to which I eaerlier had referred him.  I expect to start getting more of these communications from students about their job searches over the next few weeks.

Our brother bloggers over at the Law Skills Prof Blog have already struck while the iron is hot on this issue.  Specifically, Lou Sirico posted a quip on dressing for job interviews the other day.  The quoted advice?  “The interviewer should remember what you said and not what you were wearing.”  

Hmm.  Yeah.  I guess so.  Well, maybe not.

Certainly, that’s the advice I was given by NYU Law’s fabulous placement folks in “the day.”  Then, that meant wearing: a black, navy or midnight blue, or gray skirt suit; a neutral (white, ivory, gray, black) collared shirt or jewel-neck blouse; skin-tone hose; dark, solid-colored, medium-heeled pumps or really lovely flats; and either Barbara Bush pearls (the double strand) or a silk floppy bow tie (like an Hermes twilly, only not as fashion-forward).  Bo-ring.

I am proud (but call me lucky) to have gotten my job wearing (to the initial interview) a deep pink–almost fuchsia–silk-blend skirt suit (midi-length skirt, hip-length jacket), with a white collared blouse, neutral hose, black flats, and a patterned (pink, blue, etc.) floppy silk bow tie.  (This is where the folks in the UT Law Career Center lose faith that they are sending students to the right place when they refer them to me for career advice!)  I was confident and radiant in that suit (although I am not sure I realized that fully at the time), and I am convinced that made a big difference in the reception that I got from people when I wore it.  However, it’s true that I  was interviewed by a woman (a female senior associate in a multicolored silk dress with straight blond hair down to her derrière) and I was seeking employment at an entrepreneurial, individualistic firm–Skadden.