|
|
|
|
|
Joan MacLeod Heminway
Associate Professor of Law
A.B, 1982, Brown University
J.D., 1985, New York University
Business Associations, Securities Regulation, Corporate Finance, Representing
Enterprises, Animals & the Law
Heminway@libra.law.utk.edu
SSRN author page: http://ssrn.com/author=353099
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. She was honored in 2003 by UT Pro Bono
for her work with its Animal Law Project and was recognized on four occasions
for her pro bono work with the Political Asylum/Immigration Representation
Project in Boston. Professor Heminway is a member of the American Law Institute; a Research Fellow of the Center
for Corporate Governance, a multi-disciplinary research center at
UT; and has been a "cameo"
lecturer in the UT Executive MBA program.
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 the Boston College Law School during the Fall 2005 semester and at Vanderbilt University Law School (for a short course) in the Spring 2007 semester.
Publications
Books and Book Chapters:
"Martha Stewart: Insider Trader?" in Paul Ali & Greg N. Gregoriou, Insider Trading: Global Developments and Analysis (Taylor & Francis, forthcoming 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, Encyclopedia of American Civil Rights and Liberties (Greenwood Press, 2006).
Articles:
"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).
Selected Recent Professional Presentations and Service
"Disclosure of Personal Facts About Executive Officers: A Proposal for Tailored Disclosures to Encourage Reasonable Investor Behavior" (Wake Forest Law Review, annual corporate law symposium, March 2007).
"Martha Stewart Went to Jail. Why? Who Cares?" (East Tennessee
Association for Female Executives, luncheon seminar, March 2007).
"Sex, Trust, and Corporate Boards" (Southeastern Association of Law Schools, annual conference, July 2006; Law and Society Association, annual conference, July 2006).
"Retributive Justice and the Criminalization of Securities Fraud under Rule 10b-5" (The University of Maryland School of Law, academic roundtable, April 2006).
"Just do it! Specific Rulemaking on Materiality Guidance in Insider Trading" (Boston College Law School, Faculty Forum, Nov. 2005).
"Materiality Determinations Under the Federal Securities Laws" (Skadden, Arps, Slate, Meagher & Flom LLP, Boston Continuing Legal Educaion
Seminar, Nov. 2005).
"The Genesis of Problems in State Limited Liability
Company Statutes" (Boston Bar Association, Corporate Law Committee meeting, Nov. 2005).
"Corporate and Securities Fraud Update" (Southeastern Association of Law Schools, annual conference, July 2005).
"Understanding the New Limited Liability Company Act" (Tennessee Bar Association, continuing legal education seminar, June 2005).
"Martha Stewart Saved! Insider
Violations of Rule 10b-5 for Misrepresented or Undisclosed Personal Facts or Transactions," (Law and Society Association, annual conference, June 2005; University of Maryland School of Law, conference panel, April 2005; University of Tennessee Corporate Governance Center, research forum, April 2005).
"Pitfalls and Problems in State Limited Liability Company Statutes:
Underlying Conflicts and Teambuilding... and the Resulting Statutory Frameworks" (American Bar Association, Business Section Spring Meeting panel, April 2005).
"Just Do It! Specific Rulemaking Proposals for Materiality Guidance in the Insider Trading Context" (University of Tennessee Corporate Governance Center, research forum, Nov. 2004).
"Ethical Considerations in the Formation and Representation of Entities"
(Lorman Education Services, Continuing Legal Education seminar,
Oct. 2004).
"Did Martha Stewart Commit Securities Fraud?" (East Tennessee
Association for Female Executives, luncheon seminar, Oct. 2004).
"Through the (Agency) Looking Glass: Observations About the Development
of Insider Trading Regulation in the United States, Japan, and Germany"
(Southeastern Association of Law Schools, annual conference, Aug. 2004).
"Insider Trading and Agency: A Comparative Multinational Perspective"
(Law and Society Association, annual conference, May 2004).
"Determing the Road to be Taken: Analyzing Federal Avenues for Corporate
Governance Rulemaking" (UT Corporate Governance Center, research
forum, April 2004).
"Tort Reform and Securities Class Actions" (Hamilton Burnett
Chapter, American Inns of Court, Jan. 2004).
Pro Bono and Public Interest Work
Legislative Committee member for the Companion Animal Initiative of Tennessee.
Steering Committee member for Knoxville's Animal Abuse Task Force,
a former project of the Community Coalition on Family Violence, Inc.
Faculty Advisor to UT Pro Bono Animal Law Project.
Incorporation of, and service as Secretary to, booster organization for
Knoxville middle school Science Olympiad program.
Successful representation of a Zairean couple seeking asylum and family
reunification under the federal immigration laws.
Successful representation of a Massachusetts tenant on appeal before the
Supreme Judicial Court of the Commonwealth of Massachusetts on her claim
against her landlord for treble damages for intentional infliction of
emotional distress under the Massachusetts consumer protection statute.
Successful representation of a paranoid schizophrenic woman with borderline
mental retardation in her claim for social security/disability benefits.
Selected Achievements and Affiliations
American Law Institute, 2006-present.
UT Chancellor's Award for Teaching Excellence, 2006.
Marilyn V. Yarbrough Faculty Award for Writing Excellence, 2005.
Harold C. Warner Outstanding Teacher Award, 2004.
UT Pro Bono, recognition for leadership and support, 2003.
UT Executive MBA Program, lecturer, 2002-2006.
Best Practices @ UT2002 Showcase, jury-selected participant for Representing
Enterprises: Web-Based Simulation of Stock Merger Transaction, 2002.
Hamilton Burnett Chapter, American Inns of Court, Emeritus, 2006-present; Master, 2002-2006.
Boston Bar Association Corporate Law Committee, Chair, 1999-2000; Vice
Chair, 1999.
Political Asylum/Immigration Representation Project, Special Achievement
Acknowledgement, 2000; Pro Bono Mentor Award, 1995 and 1997; Pro Bono Award,
1993.
Works in Progress
"Just Do It! Specific Proposals for Materiality Guidance in the
Insider Trading Context."
"Conceptualizing the Reasonable Investor."
"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."
February 6, 2008
|
|
