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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

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!

* * *

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

…

Following on some email communications regarding my post last week relating to optimal statutory resources for a business associations course, Itai Fiegenbaum and I have decided to organize a discussion group at the 2025 Southeastern Association of Law Schools (SEALS) conference (to be held at the Omni Resort in Amelia Island, Florida, July 26-Aug. 2) on teaching practices in the basic business associations course. In addition to addressing the need for and type of statutory resources used in teaching the course, we would expect the discussion group to cover, e.g., teaching and learning objectives, the aggregate number of credit hours devoted to the basics of business associations law, the statutes taught, the overall range of topics covered, assessment methods, and teaching methodologies and tools. Please email me at jheminwa@tennessee.edu to let me know if you are interested in joining us at Amelia Island next summer for this discussion group.

As I prepare to teach Business Associations in the spring after taking a few semesters off from that task, I am rooting around for the best statutory resource book for my students. I am still inclined to assign a book for variety of reasons, despite the additional cost for students. (But feel free to offer arguments in the comments to the contrary.)

I had been successfully using the Corporations and Other Business Associations: Selected Statutes, Rules, and Forms book edited by Chuck O’Kelley, Bob Thompson, and (recently added) Dorothy Lund since 2000. But a few years ago, the editors made the decision to substitute the Delaware Revised Uniform Limited Partnership Act for the Revised Uniform Limited Partnership Act (RULPA). RULPA is the law in Tennessee, and it conforms to the structure of the other uniform acts I teach (Revised Uniform Partnership Act and the Revised Uniform Limited Liability Company Act). Because most of my students will practice in Tennessee and sinceI spend little time on limited partnership law, RULPA is a better choice for me in my teaching. (But again, feel free to push back on that choice on my part.)

So, what do you do? Do you used a…

Today (as I type this, it is still Monday night), I merely want to express gratitude to all of those who, like my father (pictured above), have fought for our country in the armed services. My father enlisted in the U.S. Army and later received his draft notice (when he already was serving in Korea). I had the pleasure and honor of interviewing him about his time in the Army before he passed away. The recording and information about him and his service can be found here.

I was quoted earlier this week (Monday) in a Business Insider article, “Elon Musk has a lot to gain if Trump wins. A Harris presidency is more uncertain.” The article is behind a paywall (sorry!), but at the time this is being posted, an aol.com version is available. In any event, this post offers my two quotes with some context.

On the potential for bias against Elon Musk in a Harris administration:

“One would hope that governmental units would be immune to political pressures,” Joan MacLeod Heminway, a law professor at the University of Tennessee, told BI. “But people in those units are humans and may inadvertently scrutinize proposals coming from entities owned or controlled by Elon Musk.”

In response to a question about the inclusion of Elon Musk in a Trump administration:

“There are ethical rules mandating compliance with various types of obligations, including conflict-of-interest reporting, for certain types of government positions,” Heminway said. “Elon Musk may not want to take on these obligations.”

Now, we will wait and see what actually transpires. The article notes that “Trump has already incorporated some of Musk’s policy proposals into his campaign, with plans to establish a government efficiency commission…