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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

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…

Many readers know Bill Carney, Professor Emeritus at Emory Law. Bill’s scholarly and instructional work in business finance has enlightened so many of us. That, alone, is a great legacy of his many years of research, writing, and teaching.

But now we have another reason to celebrate Bill and the mark he is leaving on our world. Last week, Emory announce a major gift from Bill, creating the William and Jane Carney Center for Business and Transactional Law at Emory Law. Many know about Emory Law’s historical leadership in business law through its Center for Transactional Law and Practice (which is encompassed in the Carney Center). Bill has been a strong component and proponent of that leadership. This gift will undoubtedly ensure a continued academic and instructional focus on business law at Emory Law for the foreseeable future.

I am thrilled for Emory Law and my friends there. And we all can be grateful to Bill for so much–including this. Business law education needs more of this kind of support.

I know this is late notice, but I have a small role in an online symposium on benefit corporations being held today at 3:30 pm Eastern (12:30 pm Pacific). The symposium features essays on Professor Michael Dorff’s recent book on benefit corporations, Becoming a Benefit Corporation. The essays will be published in a forthcoming issue of the Southwestern University Law Review. I am writing a foreword for the issue. If you have time and want to register to attend, the flyer is included above. You also can just register here.

The article’s insights (and embedded take-aways from Gramitto Ricci and Sautter’s earlier work) are relevant to several large-scale business law topics. Two are most salient for me: shareholder primacy and the reasonable investor standard. Each area of inquiry and debate connects with the composition or behaviors of corporate shareholders.

Whether addressing shareholder primacy as a matter of the locus of corporate governance power as among the corporation’s internal constituents (through, e.g., voting or derivative litigation) or in terms of the objective of board decision making, shareholder apathy and coordination may be important to analyses and judgments. In shareholder primacy debates, assumptions often are made about the nature and interests of corporate shareholders. Changes in the identity and engagement of shareholders may alter those assumptions.

Similarly, the reasonable investor standard (which is incorporated in materiality definitions used in, among other things, federal securities regulation) is rooted

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One of the more interesting topics that I have been following under the Corporate Transparency Act (CTA) is the debate about the reporting status of limited liability partnerships (LLPs).  Are LLPs reporting companies under the CTA?  A recent Business Law Today article written by friends-of the-BLPB Bob Keatinge and Tom Rutledge argues they are not.

As the article notes, the debate centers around whether an LLP is an “entity” similar to a corporation or limited liability company that is “created by the filing of a document with a secretary of state or a similar office under the law of a State.”  Certainly, an LLP is created by a secretary of state filing.  However, is a new entity created by that filing, or is an LLP merely a type or status of partnership created by that filing?

I have read much on this debate over the past year and had conversations with many intelligent, experienced practitioners on both sides of the matter.  A textualist approach supports the conclusion reached by Bob and Tom in their article–that LLPs are not new entities.  Yet, detractors note that Bob and Tom’s conclusion, well supported by the history and interpretations of partnership law they present…

In a short Memorandum Opinion and Order signed late last month, the U.S. District Court for the Northern District of West Virginia struck down a West Virginia constitutional provision prohibiting churches from incorporating.  The case concerned Article VI, Section 47 of the West Virginia Constitution, which provides that “[n]o charter of incorporation shall be granted to any church or religious denomination.” The Court determined the West Virginia constitutional prohibition “is not neutral or generally applicable, and it does not further a compelling government interest” and therefore offends the U.S. Constitution.  Specifically, the court found that:

  • the West Virginia state constitution’s proscription of church incorporation is not neutral because “it denies incorporation to a defined class of individuals solely based upon their religion” and
  • “the State has not advanced any governmental interest, much less a compelling one, and the Court finds no compelling interest exists in prohibiting ‘any church or religious denomination’ from seeking incorporation. 

The court concludes that the provision “violates the Church’s First Amendment rights to the free exercise of religion, which is applicable to the States through the Fourteenth Amendment.”

The case is Hope Community Church v. Warner.  You can find a copy of the court’s Memorandum…