Photo of Joan Heminway

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

The University of Memphis Cecil C. Humphreys School of Law is excited to invite nominations and applications for the Herbert Herff Chair of Excellence in Law. Memphis Law seeks academic leaders with a record of distinguished scholarship, demonstrated excellence in teaching, the ambition to lead the scholarly and intellectual life at the law school, and the capacity and drive to enhance the law school’s regional and national reputation. The appointment will be made at the rank of full professor with tenure. As a member of the faculty, the Chair of Excellence is expected to engage in high-level scholarly research and publication, excel in the classroom, and actively participate in faculty governance and service. The Chair of Excellence is expected to actively engage with faculty, both within the Law School and the University and throughout the country; to provide leadership for integrative research activities and significant engagement with academic and professional organizations; to support the scholarly activities of the law faculty; and to provide programmatic leadership, including developing and administering symposia. The chair is expected to engage with students, lawyers, judges, and other academic professionals. Memphis Law offers a competitive salary commensurate with experience and a generous annual stipend to

Mercer University School of Law invites applications for up to two faculty members (one entry-level and one tenured), with appointments beginning in Fall 2025. We welcome applicants from all subject areas, with a particular focus on legal writing, commercial law, contracts, evidence, and remedies.

Founded in 1873, Mercer University School of Law has a long tradition of producing practice-ready lawyers who are committed to service. The school has earned a reputation for providing excellent legal education with an intense focus on student and faculty interaction. With an enrollment of approximately 375 students, Mercer Law School is one of 12 schools and colleges of Mercer University, which is consistently listed among the top institutions of higher education in the nation. The School of Law is nationally recognized for its exceptional programs in legal writing, advocacy (moot court and mock trial), public service, and professionalism and ethics.

The School of Law is located in Macon, Georgia, a city of approximately 156,000 residents. Macon is known for its rich musical heritage (e.g., Otis Redding, Little Richard, the Allman Brothers), vibrant arts community, recreational offerings (e.g., the Ocmulgee Mounds National Historic Park), and affordable cost of living. Located 85 miles from Atlanta, Macon offers

Announcement
By now, we hope that you’ve all seen the Press Release announcing the historic 6 million dollar gift from Emory’s emeritus professor Bill Carney for the formation of the William and Jane Carney Center for Business and Transactional Law.We are thrilled to jointly present this Conference, which will celebrate three pillars of the new Carney Center: doctrine, practice, and pedagogy. We will welcome you as scholars, lawyers, and teachers engaged in preparing students to become business and transactional attorneys.

The Conference will be held at Emory, beginning at 1:00 p.m. on Friday, May 30, 2025, and ending at 3:45 p.m. on Saturday, May 31, 2025. Information about registration and accommodations is forthcoming.
Call for Proposals
We are accepting proposals immediately, from now through the end of March. You may present alone or with colleagues.  Please prepare to give a 60-minute, interactive presentation on any aspect of business and transactional law and skills education viewed

Fellow Commissioners Peirce, Crenshaw, and Uyeda offered kind words in a statement issued earlier today on Gary Gensler’s last day on the Securities and Exchange Commission (SEC). In the statement, Chair Gensler was praised for being “committed to bipartisan engagement and a respectful exchange of ideas.” The statement ended with a lovely personal testament of gratitude.

Thank you, Chair, for your leadership, your zealous advocacy on behalf of our agency and investors, and your friendship. We are proud to have served this great agency alongside you. Your extensive public service over the past thirty years cautions against saying goodbye; instead, we will say – so long for now.

Chair Gensler also released a video on YouTube relating to his departure from the SEC, which you can find here. It is a useful, quick retrospective. At just a bit more than six minutes in length, it covers a bunch. I offered it up to the students in my Securities Regulation course as something they might want to watch. Among other things, he highlights the core policy underpinnings of federal securities regulation as the video progresses.

As the new SEC takes shape, I am sure we all will have more to

We are here today because we are tired. We are tired of paying more for less. We are tired of living in rat-infested slums… We are tired of having to pay a median rent of $97 a month in Lawndale for four rooms while whites living in South Deering pay $73 a month for five rooms. Now is the time to make real the promises of democracy. Now is the time to open the doors of opportunity to all of God’s children . . . .

Dr. Martin Luther King, Jr, Chicago Soldier Field Stadium, Chicago Open Housing Movement, 1966

Each year, as the Monday-focused blogger for the Business Law Prof Blog, I endeavor to offer a post that connects with Dr. King’s work in some way. Today, which also is the day on which the United States inaugurates a new presidential administration, I focus on the role of federal regulation in creating and sustaining racial separation and racism. In 2020, The University of Tennessee College of Law produced a faculty video series labeled “How Did We Get Here.” The series focused on areas in which law or policy has contributed to systemic racism.

The video in the series I

[Posted at the request of friend-of-the-BLPB Paolo Farrah]

Dear Colleagues,

I am pleased to share the Call for Papers for an ESIL-supported event titled “Towards a Global Ecological-Economic Legal Framework,” organized in collaboration among our three interest groups: the ESIL IG on European and International Rule of Law, the ESIL IG on International Environmental Law, and the ESIL IG on International Economic Law. The event will take place at École Normale Supérieure – Paris Sciences et Lettres (ENS-PSL) on 6-7 June 2025.

The Call for Papers is open until 28 February 2025, and you can find further details here.

We look forward to receiving your abstracts and to meeting you in Paris in June 2025.

Best regards,
Paolo Farah

(On behalf of the ESIL IG on European and International Rule of Law, ESIL IG on International Environmental Law, and ESIL IG on International Economic Law)

My last post on the Corporate Transparency Act (the “CTA”) was just more than a month ago. What a difference a month makes! It seemed like every time I sat down to write an update, something changed . . . . As I head off to the Association of American Law Schools annual meeting in San Francisco, I thought I would offer a quick set of links for you to enjoy if you want to briefly catch up. You can find a nice summary here. But the essence is as follows.

Following the nationwide injunction prohibiting enforcement of the CTA early last month, the U.S. government appealed. On December 23, a motions panel of the United States Court of Appeals for the Fifth Circuit granted the government’s emergency motion for a stay pending appeal. The court’s order also expedited the appeal to the next available oral argument panel. On December 26–a mere three days later, the Fifth Circuit vacated that stay, reviving, in effect, the U.S. District Court’s nationwide injunction against the government’s enforcement of the CTA. Got that? (Feel free to read it again.)

On December 31 (happy new year!), the U.S. Solicitor General applied to

Hat tip to friend-of-the-BLPB Tom Rutledge for this.

On December 31, 1600, Queen Elizabeth granted a charter to the East India Company, accurately described by Tom as “the granddaddy of business associations.” You can find the brief HISTORY.com accounting here. A longer article on the HISTORY.com site, authored by Dave Roos, can be found here. The first paragraph follows.

One of the biggest, most dominant corporations in history operated long before the emergence of tech giants like Apple or Google or Amazon. The English East India Company was incorporated by royal charter on December 31, 1600 and went on to act as a part-trade organization, part-nation-state and reap vast profits from overseas trade with India, China, Persia and Indonesia for more than two centuries. Its business flooded England with affordable tea, cotton textiles and spices, and richly rewarded its London investors with returns as high as 30 percent.

As I prepare to teach Business Associations again in the spring semester, it is sobering to be reminded that, even as the law of business associations continually evolves, the form and function are not new. Also, the concept that the private firm and government can serve–and has served–the same and

As many already know, earlier this week, a Texas federal district court issued a nationwide preliminary injunction against enforcement of the Corporate Transparency Act (“CTA”). Many questions are being raised by the court’s memorandum opinion and order, which can be found here. In addition, law firm memos and newsletter articles have become available and are being circulated, including this one from Stoll Keenon sent to me by friend-of-the-BLPB Tom Rutledge and this one from Wilson Sonsini (which included the opinion link provided above).

Also, members of the American Bar Association’s LLCs, Partnerships and Unincorporated Entities Committee are hosting a free Webinar tomorrow on the Texas opinion. The program, The Corporate Transparency Act Update: Texas Decision, is scheduled for Friday, December 6, 2024, 3:30 p.m. E.T. Program information is included below. I registered and plan to be there!

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On Tuesday, December 3, 2024, a Texas Federal District court issued a preliminary injunction against the Corporate Transparency Act. Please join in this discussion and gain a head start on drafting client communications of this significant development. The panel will review the best information available as to what this means for you and your clients. The LLCs, Partnerships

Delaware maintains its stature because it favors no one. Critics from the right declare it has adopted an anti-shareholder and approach sympathetic to the environmental, social, and governance movement, while critics from the left blame Delaware for stalling ESG. Logic suggests that one of these