Biography

Publications of Joan MacLeod Heminway

Professor Heminway brought nearly 15 years of corporate practice experience when she joined the faculty of the UT College of Law in 2000. She was an attorney in the Boston office of the firm of Skadden, Arps, Slate, Meagher & Flom LLP from 1985 through 2000 working in the areas of public offerings, private placements, mergers, acquisitions, dispositions, and restructurings. She has served as an expert witness and consultant on corporate finance and federal and state securities law matters and is a frequent continuing legal education presenter on business law issues. Professor Heminway also has represented clients pro bono on political asylum applications, landlord/tenant appeals, social security/disability cases, and not-for-profit incorporations and related corporate law issues.

Professor Heminway is a member of the American Law Institute and is a Research Fellow of the UT Center for Corporate Governance, the UT Center for Business and Economic Research, and the UT Center for the Study of Social Justice. She has authored academic book chapters and co-authored two teaching texts. Her articles have been published in a wide variety of general and specialty law reviews, and her methods and tips for teaching Business Associations are featured in a Carolina Academic Press book entitled Teaching the Law School Curriculum, released in October 2004. Professor Heminway was a Visiting Professor at Boston College Law School during the Fall 2005 semester and at Vanderbilt University Law School (for a short course) in the Spring 2007 semester. She was President of the UTK Faculty Senate for the 2010-11 academic year.

 

Publications

Biography of Joan MacLeod Heminway

Books and Book Chapters

A Portrait of the Insider Trader as a Woman, in Research Handbook on the Law and Economics of Insider Trading (Stephen M. Bainbridge ed., Elgar Press, forthcoming 2013).

Business Enterprises: Legal Structures, Governance, and Policy (with Douglas M. Branson, Mark J. Loewenstein, Marc I. Steinberg & Manning G.Warren, III) (LexisNexis, 2d ed. 2012).

Theoretical and Methodological Perspectives, in Handbook of Corporate Governance (Douglas M. Branson & Thomas Clarke eds., Sage Publications, forthcoming 2011).

Disparate Notions of Fairness:  Comparative Insider Trading Regulation in an Evolving Global Landscape, in International Law (Sanford R. Silverburg ed., Westview Press, 2011).

Business Enterprises: Legal Structures, Governance, and Policy (with Douglas M. Branson, Mark J. Loewenstein, Marc I. Steinberg, and Manning G. Warren, III) (LexisNexis, 2008).

Jones v. Securities and Exchange Commission, 298 U.S. 1 (1936) in David S. Tanenhaus, ed., Encyclopedia of the Supreme Court of the United States (Gale, 2008).

Martha Stewart: Insider Trader? in Paul Ali & Greg N. Gregoriou, eds., Insider Trading: Global Developments and Analysis (Taylor & Francis, 2008).

Martha Stewart's Legal Troubles (editor and contributing author) (Carolina Academic Press, 2007).

Asylum Law and Regulation in the United States (with Amy Lighter) in Otis H. Stephens, Jr. & John M. Scheb II, eds., Encyclopedia of American Civil Rights and Liberties (Greenwood Press, 2006).

Articles

What is a Security in the Crowdfunding Era?, ___ Oh. St. Bus. L.J. ___ (2012).

Desire, Congressional Meddling, Conservatism, Study Fatigue, and Underfunding:  Ingredients for Ongoing Reform at the Securities and Exchange Commission?, ___ U. Cin. L. Rev. ___ (2012).

The SEC’s New Line-Item Disclosure Rules for Asset-Backed Securities: MOTS or TMI?, ___ Hamline L. Rev. ___ (2012).

Just Do It! Specific Rulemaking on Materiality Guidance in Insider Trading, 72 La. L. Rev. 999 (2012).

The Last Male Bastion:  In Search of a Trojan Horse, 37 U. Dayton L. Rev. 77 (2011).

Proceed at Your Peril: Crowdfunding and the Securities Act of 1933 (with Shelden Ryan Hoffman), 78 Tenn. L. Rev. 878 (2011).

Thoughts on the Corporation as a Person for Purposes of Corporate Criminal Liability, 41 Stetson L. Rev. 137 (2011).

Innovative Transactional Pedagogies (with Michael A. Woronoff & Lyman P.Q. Johnson), 12 Transactions: Tenn. J. Bus. L. 243 (2011).

A More Critical Use of Fairness Opinions as a Practical Approach to the Behavioral Economics of Mergers and Acquisitions, 12 Transactions: Tenn. J. Bus. L. 81 (2011).

Sustaining Reform Efforts at the SEC: A Progress Report, 30 Banking & Fin. Svcs Policy Report 1 (2011).

Federal Interventions in Private Enterprise in the United States:  Their Genesis in and Effects on Corporate Finance Instruments and Transactions, 40 Seton Hall L. Rev. 1487 (2010).

Reframing and Reforming the Securities and Exchange Commission: Lessons from Literature on Change Leadership, 55 Vill. L. Rev. 627 (2010).

The Best of Times, the Worst of Times: Securities Regulation Scholarship and Teaching in the Global Financial Crisis, 5 Md. J. Bus. Tech. L. 59 (2010).

Martha Stewart and the Forbidden Fruit: A New Story of Eve, 2009 Mich. St. L. Rev. 1017.

Martha’s (and Steve’s) Good Faith: An Officer’s Duty of Loyalty at the Intersection of Good
Faith and Candor, 11 Transactions: Tenn. J. Bus. L. 111 (2009).

Executive Employment Agreements in Tennessee: An Annotated Model Tennessee Acquisition Employment Agreement (with Trace Blankenship), 10 Transactions: Tenn. J. Bus. L. 141 (2009).

WANTED: Female Corporate Directors (a review of Professor Douglas M. Branson’s No Seat at the Table with Sarah White), 29 Pace Law Rev. 249 (2009), reprinted at 51
Corp. Practice Commentator 619 (2009).

Female Investors and Securities Fraud: Is the Reasonable Investor a Woman?, Wm. & Mary J. of Women & L. 291 (2008).

Does Sarbanes-Oxley Foster the Existence of Ethical Executive Role Models in the Corporation?, 3 Md. J. Bus. Tech. L. 221 (2008).

Bills of Sale in Tennessee: An Annotated Model Tennessee Bill of Sale (with J. Allen Roberts), 9 Transactions: Tenn. J. Bus. L. 305 (2008).

Personal Facts About Executive Officers: A Proposal for Tailored Disclosures to Encourage Reasonable Investor Behavior, 42 Wake Forest L. Rev. 749 (2007).

Hell Hath No Fury Like an Investor Scorned: Retribution, Deterrence, Restoration, and the Criminalization of Securities Fraud under Rule 10b-5, 2 Md. J. Bus. Tech. L. 3 (2007).

Sex, Trust, and Corporate Boards, 18 Hastings W.L.J. 173 (2007).

Acquisition Licenses in Tennessee: An Annotated Model Tennessee Acquisition License Agreement (with Jason J. Epstein and W. Edward Ramage), 8 Transactions: Tenn. J. Bus. L. 359 (2007).

Martha Stewart Saved! Insider Violations of Rule 10b-5 for Misrepresented or Undisclosed Personal Facts, 65 Md. L. Rev. 380 (2006).

Caught in (or on) the Web: A Review of Course Management Systems for Legal Education, 16 Alb. L.J. Sci. & Tech. 265 (2006).

Acquisition Escrows in Tennessee: An Annotated Model Tennessee Acquisition Escrow Agreement (with Timothy M. McLemore), 7 Transactions: Tenn. J. Bus. L. 273 (2006).

The Feminist Pervasion: How Gender-Based Scholarship Informs Law and Law Teaching (with Ann Bartow, F. Carolyn Graglia, and Deseriee Kennedy), 15 S. Cal. Rev. L. Women's Stud. 3 (2005).

Bank Mergers in Tennessee: An Annotated Model Tennessee Bank Merger Agreement"(with Jackie G. Prester), 6 Transactions: Tenn. J. Bus. L. 247 (2005).

Rock, Paper, Scissors: Choosing the Right Vehicle for Federal Corporate Governance Initiatives, 10 Fordham J. of Corp. & Fin. Law 225 (2005).

Buying Stock in Tennessee: An Annotated Model Tennessee Stock Purchase Agreement (with Terry W. Gentle, Jr.), 5 Transactions: Tenn. J. Bus. L. 211 (2004).

Materiality Guidance in the Context of Insider Trading: A Call to Action, 52 Am. U. L. Rev. 1131 (2003), reprinted at 36 Sec. L. Rev. 448 (2004).

Enron's Tangled Web: Complex Relationships; Unanswered Questions, 71 Univ. Cin. L. Rev. 1167 (2003).

Save Martha Stewart? Observations About Equal Justice in U.S. Insider Trading Regulation, 12 Tex. J. of Women & L. 247 (2003).

Buying Assets in Tennessee: An Annotated Model Tennessee Asset Purchase Agreement (with Angela Humphreys Hamilton), 4 Transactions: Tenn. J. Bus. L. 209 (2003).

Don't Cheat; Escheat! What Every Business Lawyer Ought to Know About Tennessee's Abandoned Property Laws, 3 Transactions: Tenn. J. Bus. L. 8 (2001).

Works in Progress

Just Do It! Specific Proposals for Materiality Guidance in the Insider Trading Context

Through the (Agency) Looking Glass: Observations About the Development of Insider Trading Regulation in the United States, Japan, and Germany

Securities Class Actions and Tort Reform

The Policy of Integration