Monday, July 26, 2021

Guest Post from Alicia Plerhoples: The Anti-Racist Corporation?

The following comes to us from friend-of-the-BLPB Alicia Plerhoples.

How to Be An Antiracist author Ibram X. Kendi urges individuals to undertake the difficult work to become anti-racist. In Kendi’s view, racism is not a spectator sport. One can either recognize their participation in racist concepts and institutions that benefit some and work to dismantle racism, or one participates in racist concepts and institutions to perpetuate them. As he explains in Stamped from the Beginning, the 582-page academic version of his popular press book, a person can hold both racist and anti-racist views at the same time, under an assimilationist race theory.

As a business law professor, I am concerned with whether a corporation can be anti-racist. If so, what corporate policies, processes, programs, and culture does an anti-racist corporation have? These questions are imperative given America’s reckoning with racism and in my view, the disproportionate power and excessive protections that corporations have consolidated in American law and the economy.

One might quickly jump to my second question without considering the first. Can a corporation be anti-racist? Slavery’s Capitalism authors Sven Beckert and Seth Rockman identify slavery as the key driving force in the development of the American economy, including American corporations, before the Civil War. “Slavery, as the foundational American institution, organiz[ed] the nation’s politics, legal structures, and cultural practices with remarkable power to determine the life chances of those moving through society.” Corporations, like individuals, benefit from a racially inequitable sociopolitical and legal framework, including, for example, the racial wealth gap, which affects everything from who the corporation’s founders and investors are to who its employees, customers, and suppliers are. According to Majority Action, “business-as-usual can never be neutral in an economy founded on systemic racism.”

Applying Dr. Kendi’s anti-racist theory, corporations can work to be anti-racist similarly to individuals who have been impacted by sociopolitical notions of human value originating from rationalizations of slavery.

What does an anti-racist corporation look like? Racial equity is “the condition that would be achieved if one’s racial identify no longer predicted, in a statistical sense, how one fares.” How does a corporation embody racial equity?

A year ago, partners at Wachtell wrote that “ESG metrics…provide valuable tools and models to help both public and private companies and their investors and other stakeholders (including employees, customers, business partners and communities) understand their progress on [systemic racism and injustice] issues.” While many engaged in ESG work focus solely on the environment (particularly given the climate crisis), we should focus ESG on anti-racism too.

The same Wachtell partners recently reflected on the various racial equity tools that they have seen corporations use during the past year. These tools include:
• Hiring for Diversity, Equity, and Inclusion (DEI) roles;
• Expanding DEI roles;
• Anti-bias training;
• Inclusive hiring practices;
• Audits of DEI progress and effectiveness;
• Public disclosure of DEI goals and targets, including workforce data such as EEO-1 data;
• Executive compensation tied to DEI performance;
• Supporting and increasing supplier diversity; and
• Board and management diversity.

Some racial equity tools go further, calling for corporations to undertake and publicly disclose results of racial equity audits. A racial equity audit analyzes the corporation’s “adverse impacts on non-white stakeholders and communities of color.” Indeed, the 2021 proxy season saw several shareholder proposals calling for racial equity audits. Majority Action, a nonprofit organization that supports investors in holding corporations accountable for ESG and long-term value creation, supports such shareholder proposals and maintains a list of 2021 proposals here.

If a corporation’s leadership were to adopt all of these racial equity tools, would it be an anti-racist corporation? I suspect not given external forces at play. What else would a corporation’s leadership need to do to consider itself an anti-racist corporation? As I explore these issues in a law review article and other project-based work, I would love to hear thoughts from my business law professor colleagues.

Alicia's thoughts and work in this area overlap with my own on sexism and boards of directors.  I cannot help but wonder, given that, what makes an anti-sexist board of directors . . . .  Hmm.  Something to contemplate. 

Look for more from Alicia on this as her work in this area continues.  We appreciate her publishing this post with us!

July 26, 2021 in Corporations, Joan Heminway | Permalink | Comments (0)

Tuesday, July 20, 2021

Illinois Law - Tenured/Tenure-Track Openings

University of Illinois College of Law
Tenured/Tenure Track Faculty

University of Illinois College of Law invites applications for positions on the tenured/tenure-track faculty to begin in August 2022. The College welcomes applications from scholars in all subject areas of the law.

The University of Illinois offers a distinguished and collegial law school community in the setting of a premier research university, affording opportunities for cutting-edge legal scholarship and innovative interdisciplinary work. Champaign-Urbana is a vibrant college town with an exceptional quality of life.

JOB DESCRIPTION: This is a nine-month, 100% time tenured or tenure track position. As a member of the College faculty, you would teach, contribute to your areas of specialization through scholarly research, and provide service via internal and external engagement.

JOB QUALIFICATIONS: Applicants must have a J.D. or Ph.D. or their equivalent, a strong academic record, and a record of scholarly distinction or great scholarly promise. These positions are full-time, nine month, tenured or tenure-track positions. Salary is commensurate with experience.

APPLICATION PROCEDURE: For full consideration, please use the AALS FAR website, (preferred) or create a candidate profile at and upload the following required documents: Curriculum Vitae, sample publications, and contact information of four references (name, telephone number and email address) by October 1, 2021. References will not be contacted until advanced stages of screening and candidates will receive prior notification. For further information regarding application procedures, contact Tish Lehigh at

Application deadline: October 1, 2021

The University of Illinois is an Equal Opportunity, Affirmative Action employer that recruits and hires qualified candidates without regard to race, color, religion, sex, sexual orientation, gender identity, age, national origin, disability or veteran status. For more information, visit

The University of Illinois conducts criminal background checks on all job candidates upon acceptance of a contingent offer. Convictions are not a bar to employment. The University of Illinois System requires candidates selected for hire to disclose any documented finding of sexual misconduct or sexual harassment and to authorize inquiries to current and former employers regarding findings of sexual misconduct or sexual harassment. For more information, visit Policy on Consideration of Sexual Misconduct in Prior Employment. As a qualifying federal contractor, the University of Illinois System uses E-Verify to verify employment eligibility.

July 20, 2021 in Joan Heminway, Jobs | Permalink | Comments (0)

Monday, July 19, 2021

Since the Pandemic is Still with Us . . .

 . . . I figure it is still OK to publish a link to the SSRN posting of my co-authored article from the 2020 Business Law Prof Blog symposium, Connecting the Threads.  Published earlier in the spring, this piece, entitled Business Law and Lawyering in the Wake of COVID-19, was written with two of my students: Anne Crisp (who will start her 3L year in about a month) and Gray Martin (who graduated in May and will take the bar exam next week).  My March 30, 2021 post on business interruption insurance came from this article.  The SSRN abstract is included below.

The public arrival of COVID-19 (the novel coronavirus 2019) in the United States in early 2020 brought with it many social, political, and economic dislocations and pressures. These changes and stresses included and fostered adjustments in business law and the work of business lawyers. This article draws attention to these COVID-19 transformations as a socio-legal reflection on business lawyering, the provision of legal services in business settings, and professional responsibility in business law practice. While business law practitioners, like other lawyers, may have been ill-prepared for pandemic lawyering, we have seen them rise to the occasion to provide valuable services, gain and refresh knowledge and skills, and evolve their business operations. These changes have brought with them various professional responsibility and ethical challenges, all of which are ongoing at the time this is being written.

No doubt both the changes to business lawyering and the lessons learned from the many substantive, practical, and ethical challenges that have arisen in the wake of COVID-19 will survive the pandemic in some form. This offers some comfort. While the thought of another systemic global crisis is unappealing at best, what we have experienced and learned will no doubt be useful in maneuvering and surviving through whatever the future may bring.

This article came to be because I agreed to take on additional research assistants after summer jobs were scuttled for many students in the spring of 2020.  I shared the germ of an idea with Anne and Gray.  They took that idea and ran with it, adding important new concepts and support.  The writing collaboration naturally followed.  They co-presented the article with me at the symposium back in October.  Working with them throughout was so joyful and fun--a true pandemic silver lining.

July 19, 2021 in Contracts, Corporate Governance, Current Affairs, Ethics, Joan Heminway, Law Firms, Lawyering | Permalink | Comments (0)

Thursday, July 15, 2021

Chicago-Kent Law: Tenure-Track Opening

Tenure-track Law Faculty Position
Chicago-Kent College of Law

Job Description:

Chicago-Kent College of Law expects to hire one or more faculty to join our vibrant and nationally recognized intellectual community. We have hiring needs in a variety of areas, including but not limited to:

• First-Year Subjects, particularly Civil Procedure, Criminal Law, Property, and Torts;
• Upper-Level Subjects, particularly Race and the Law, Commercial Law, Corporate Law, International Law, and Tax Law.

To apply:

While we will be consulting the Faculty Appointments Register (FAR) through the American Association of Law Schools (AALS), we welcome expressions of interest from both entry-level and lateral candidates, which should be directed to and include a cover letter and CV.

July 15, 2021 in Joan Heminway, Jobs | Permalink | Comments (0)

Tuesday, July 13, 2021

Stetson Law Call for Papers - White Collar Crime

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The Stetson Business Law Review (SBLR) at the Stetson University College of Law invites proposals for its inaugural symposium, which will be held at the college in Gulfport, Florida on Friday, February 25, 2022. The SBLR was founded in the 2019–20 academic year by ambitious students with strong interests in business law following the establishment of the Stetson Business Law Concentration.


The Stetson Business Law Review wants to bring diverse voices and perspectives to sunny Tampa Bay and establish itself as a premier journal for legal issues relating to business law, such as white collar crime. As such, it is seeking submissions from individuals with various experiences and backgrounds, inside and outside the legal field. Quality submissions will be published in this Symposium edition, with authors being invited to participate in this in-person Symposium on white collar crime.


Proposals should be approximately 250–500 words, double-spaced, and in .docx format. Submissions must be submitted via e-mail to the Stetson Business Law Review at no later than 5:00 p.m. PST on August 01, 2021.

Accepted proposals will require submission of a draft of an article of approximately 20-40 pages by December 01, 2021. The deadline for the final paper is March 10, 2022.

Feel free to contact the Editorial Board at with any questions or concerns. Thank you in advance for your interest in the Stetson Business Law Review, and we look forward to receiving your submissions

July 13, 2021 in Call for Papers, Joan Heminway, Law Reviews, White Collar Crime | Permalink | Comments (0)

Monday, July 12, 2021

Charleston School of Law Seeks Faculty

Charleston School of Law in Charleston, South Carolina welcomes applications to fill two fulltime, tenure-track faculty positions. Ideal candidates will show commitment to becoming stellar teachers and passionate, enthusiastic colleagues, who are willing to invest considerable energy and effort in service and institution building by collaborating with the rest of the faculty to achieve excellence at the School of Law. We value candidates with practice experience who will bring the real world of lawyering to the classroom. We also value previous teaching experience, including as adjunct faculty, at a law school or college. However, completion of visiting assistant professor programs, fellowships, Ph.D. degrees, and LL.M. degrees are not pre-requisites. We are looking, instead, for a demonstrated ability to grow into the role of teacher and scholar.

Charleston School of Law is an ABA fully-accredited institution reinvigorating the study of law by offering a rich, comprehensive three-year program rooted in excellence. Our campus is located in the Upper King Street district of historic, downtown Charleston. The Law School was founded in 2003 with a mission to instill the values of public service and professionalism in its graduates. Key goals for the Law School are student success and providing opportunities to historically underrepresented groups in the profession.

The Law School prides itself on having a talented and accessible faculty and staff. Princeton Review regularly ranks Charleston School of Law as a top institution for faculty accessibility, teaching quality, and resources for women. The School’s Faculty bring significant practice experience to the classroom and include former law firm partners, state and federal prosecutors, defense attorneys, corporate counsel, and military veterans. The Law School is dedicated to maintaining a diverse and inclusive community of students, faculty, and staff that fosters an appreciation for and understanding of people from a variety of cultural and ethnic backgrounds.

The Law School is presently looking for candidates interested in teaching first-year courses as well as Wills, Trusts & Estates; Tax; Business Organizations; Professional Responsibility; and Constitutional Law. However, our curricular needs are flexible, and we welcome applications from all candidates whose teaching, service, or research interests will promote the School’s mission of excellent teaching, community service, diversity, and inclusion. Applicants should submit a cover letter explaining the commitment to this mission, the subjects the applicant would be interested in teaching, a curriculum vitae, research agenda, and any teaching evaluations received to the Committee on Faculty Recruitment, Retention & Inclusion at For full consideration, applicants should apply by September 1, 2021, although we recommend submission of materials as soon as possible. The

Charleston School of Law is an equal opportunity employer and does not discriminate against any individual or group on the basis of gender, sexual orientation, gender identity or expression, age, race, color, religion, national origin, veteran status, genetic information, disability, or any other legally protected class.

July 12, 2021 in Joan Heminway, Jobs | Permalink | Comments (0)

Sunday, July 11, 2021

Drake Law: Position Announcement – Assistant/Associate/Professor of Law

Drake University Law School invites applications from entry level and lateral candidates for tenure-track or tenured Assistant/Associate/Professor of Law positions beginning in the 2022-23 academic year. We are especially interested in candidates with demonstrated interest or experience in Civil Procedure, Tax/Commercial Law/Bankruptcy, Professional Responsibility, Intellectual Property, and Family Law. Applicants must hold a J.D. degree (or the equivalent) and should have a record of academic excellence, substantial academic or practice experience, a passion for teaching, and a record of, or potential for, accomplishment in scholarship. Appointment rank will be determined commensurate with the candidate’s qualifications and experience.

Drake University Law School sustains a vibrant intellectual culture, and Des Moines has been recognized as one of the top ten Best Places to Live (US News) and Best Places for Business and Careers (Forbes), with a robust and growing economy (Wall Street Journal). The Law School features innovative and nationally recognized programs in agricultural law, constitutional law, legal writing, and practical training.

Drake University is an equal opportunity employer and actively seeks applicants who reflect the nation’s diversity. No applicant shall be discriminated against on the basis of race, color, national origin, creed, religion, age, disability, sex, gender identity or expression, sexual orientation, genetic information or veteran status. Diversity is one of Drake’s core values and applicants need to demonstrate an ability to work with individuals and groups of diverse socioeconomic, cultural, sexual orientation, disability, and/or ethnic backgrounds.

Confidential review of applications will begin immediately. Applications (including a letter of interest, a complete CV, teaching evaluations (if available), a diversity statement, and the names and addresses of at least three references) should be sent to Professor Ellen Yee, Chair, Faculty Appointments Committee, Drake University Law School, 2507 University Ave., Des Moines, IA 50311 or e-mail:<>

July 11, 2021 in Joan Heminway, Jobs | Permalink | Comments (0)

Sunday, July 4, 2021

New Journal - Open Call for Submissions

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The Journal of Law and Political Economy is delighted to announce an open call for submissions to Volumes 2 and 3.


JLPE is an online, peer-reviewed journal published three times yearly, supported by the University of California’s eScholarship platform, As the “house journal” of the pathbreaking Law and Political Economy movement, our sister organizations include ClassCrits, Inc. (, the Law and Political Economy Project (, and the Association for the Promotion of Political Economy and Law (APPEAL, Our Editorial and Advisory Boards consist of distinguished, nationally and internationally known scholars drawn widely from law, the social sciences, and the humanities.

With the conviction that conventional Law and Economics is inadequate to the multiple and overlapping crises of our time, JLPE seeks to promote multi- and interdisciplinary analyses of the mutually constitutive interactions among law, society, institutions, and politics. Our central goal is to explore power in all its manifestations (race, class, gender, sexuality, disability, global inequality, etc.) and the relationship of law to power. Accordingly, JLPE aims to provide an academic and practical resource for, and to foster discussion among, scholars, activists, and educators from countries around the world to build bridges among the diverse groups whose work engages and resists the legal foundations of structural subordination and inequality.


We are interested in publishing original research articles (roughly 12,000 words inclusive of notes and references) on a range of topics relevant to law and political economy, including the corporation, finance, antitrust, banking, money, and globalization; the political economy of race (including “racial capitalism”), gender, settler colonialism, and caste relations; property (including intellectual property); technology and the information economy; labor markets; the relationship between democracy and capitalism; the carceral state; economic inequality and precarity; the “triple crisis” of environment, economics, and development; international trade relations; and more.

JLPE also publishes two types of book reviews:

• Brief reviews of recent scholarship (publication date within the last two years) relevant to the emerging field of law and political economy (approximately 1,000 words in length)

• Book review essays examining a classic work or works that should be considered part of the LPE “canon,” especially work whose importance may have been initially underappreciated, marginalized, or misunderstood (approximately 2,500 words in length).


To submit an article or essay, please visit our website,, and click the orange button marked “Submit” on the far right hand side of the screen. To propose a book review, or for other queries, please contact our Managing Editor, Eric George, at The Journal of Law and Political Economy will review manuscripts submitted in any generally accepted citation style (including the “Bluebook” law review style), as long as the manuscript includes footnotes or endnotes and a list of references. Authors must revise accepted manuscripts to conform to the JLPE style sheet, which is available on our website.

We look forward to working with you!

July 4, 2021 in Joan Heminway, Law Reviews, Research/Scholarhip | Permalink | Comments (0)

Friday, July 2, 2021

U.C. Davis Position Announcement

UNIVERSITY OF CALIFORNIA AT DAVIS SCHOOL OF LAW invites applications from entry-level and experienced candidates for two positions to begin July 1, 2022. Our hiring needs are flexible, but we have especially strong needs in torts, civil procedure, intellectual property, evidence, and business law. We seek candidates with scholarly distinction or promise, as well as a commitment to excellence in teaching. Candidates must hold a J.D., Ph.D., or equivalent degree by the date of their application. All candidates must apply through the UC Recruit system at the following link:

In addition, as part of their application, candidates must include a Statement of Contributions to Diversity. Information about the Statement can be found at

For full consideration, applicants should apply by Sept. 1, 2021, although we recommend that you submit your materials as soon as possible. Candidates must have a J.D. or equivalent degree. We require a cover letter, curriculum vitae, research agenda, teaching evaluations and/or transcripts, writing sample, and contact information for three (3) references at this time. Please note that we may require further documentation at a future date, including, but not limited to, letters of recommendation, which will be treated as confidential per University of California Policy and California state law.

Please direct questions to Professor Carlton Larson, Chair of the Faculty Appointments Committee, via email at<>. Inquiries about visiting positions should be submitted to Senior Associate Dean for Academic Affairs Afra Afsharipour, also at<>.
The University of California is an Equal Opportunity/Affirmative Action Employer. All qualified applicants will receive consideration for employment without regard to race, color, religion, sex, national origin, disability, age or protected veteran status. For the complete University of California nondiscrimination and affirmative action policy, see

July 2, 2021 in Joan Heminway, Jobs | Permalink | Comments (0)

Tuesday, June 29, 2021

Gonzaga Law: Tenure-Track Assistant Professor Openings

GONZAGA UNIVERSITY SCHOOL OF LAW in Spokane, WA seeks applicants for up to three entry-level full-time tenure-track positions as Assistant Professor beginning in the Fall 2022. Our curricular needs include a variety of first-year, required, and elective courses, including Civil Procedure, Complex Litigation, and E-Discovery; Constitutional Law, Employment Discrimination, Federal Courts, Health Law, and Indian Law; Contracts, Antitrust, and other Business Law courses with an emphasis on Corporate Social Responsibility; and academic support or bar preparation courses taught in conjunction with doctrinal courses. Gonzaga Law embraces a unified faculty model, in which all faculty members are supported as scholars in all subject matter areas and have the opportunity to teach experiential, clinical, academic support, or bar preparation courses if desired. Candidates must demonstrate the ability to be an outstanding teacher, a commitment to service, and excellent scholarly potential, particularly in alignment with Gonzaga Law’s two academic Centers – the Center for Civil & Human Rights and the Center for Law, Ethics & Commerce. For Gonzaga University School of Law’s mission and diversity statements, please visit

To apply or view the complete position description, please visit our website at To apply, please visit our website at Applicants must complete an online application and electronically submit the following: (1) a cover letter, (2) a curriculum vitae, (3) a statement that includes evidence of teaching effectiveness and experience creating and maintaining an inclusive learning environment, and (4) a list of three references. Candidates may, at their option, also upload a research agenda and statement of teaching philosophy.  Additionally, finalists will be asked to provide names and contact information for three professional references to provide confidential letters of recommendation.  Inquiries about the position may be directed to the Chair of the Faculty Recruitment Committee, Professor Agnieszka McPeak, at; however, the applicant must apply directly to Gonzaga University, Office of Human Resources. The position closes on September 1, 2021 at midnight, PST. However, for priority consideration, please apply by July 22, 2021 at midnight, PST. For assistance with your online application, please contact Human Resources at 509-313-5996.

June 29, 2021 in Joan Heminway, Jobs | Permalink | Comments (0)

Monday, June 28, 2021

Teaching Leadership in/and Law

Earlier in the year, I had the privilege of being interviewed by Mike Madison at Pitt Law about my work, including my business law and leadership teaching and scholarship. Mike hosts and produces a nifty podcast called The Future Law.  The subject matter of his podcasts ranges across a spectrum of law and innovation topics. 

Last month, he posted the edited recording of our interview under the title: Joan Heminway, on Corporate Law and Leadership.  It is about a half hour in length.  Many readers already know me and my work pretty well (but if you want to know more in a quick fashion, feel free to read this campus Faculty Spotlight that was published earlier this spring).  However, I thought those of you who teach in law schools might appreciate knowing about (and maybe even listening to) this podcast.  Among other things, I walk through UT Law's leadership courses and explain their content and context and talk a bit about the natural overlap between business law and leadership (which I earlier wrote about here).

As Mike notes, we met as fellow presenters earlier this year at Santa Clara Law's symposium on Lawyers, Leadership, and Change: Addressing Challenges and Opportunities in Unprecedented Times.  My essay emanating from that presentation will be published by the Santa Clara Law Review later this year.  (Some of you may recall that I presented an idea paper on teaching change leadership to law students at the 2021 Association of American Law Schools conference back in January.  The Santa Clara Law Review essay is the long-playing version of that idea paper.)

As the Interim Director of UT Law's Institute for Professional Leadership, I am spending part of my summer reviewing and assessing the leadership curriculum at UT Law and connecting with other leadership educators across our campus.  I also am working with an amazing rising 3L (my 2021-22 fellow at UT Law's Institute for Professional Leadership) to plan for the coming academic year.  He and I are continuing to edit and publish our Leading as Lawyers blog throughout the summer.  It is energizing to be working on all of this alongside my business law scholarship this summer--especially in a work environment that is free of emergency planning and lessons on hybrid and online teaching methods and technology, the use of personal protective equipment, and the institution of new public health precautions in our law schools.  I hope to accomplish a few things over the course of the next six weeks and have more to write about on this topic as plans and initiatives progress.

June 28, 2021 in Joan Heminway, Law School, Teaching | Permalink | Comments (2)

Monday, June 21, 2021

Yoga, Materiality, and the 2021 National Business Law Scholars Conference

So much going on today . . . .   Rather than choose one focus, I will offer three.  Each is near and dear to my heart in one way or another.

Happy International Yoga Day to all.  This year's theme is "Yoga for well-being" or "Yoga for wellness." The Hindustan Times reports: "On International Yoga Day on Monday, Prime Minister Narendra Modi said yoga became a source of inner strength for people and a medium to transform negativity to creativity amid the coronavirus pandemic." The United Nations's website similarly adds that:

The message of Yoga in promoting both the physical and mental well-being of humanity has never been more relevant. A growing trend of people around the world embracing Yoga to stay healthy and rejuvenated and to fight social isolation and depression has been witnessed during the pandemic. Yoga is also playing a significant role in the psycho-social care and rehabilitation of COVID-19 patients in quarantine and isolation. It is particularly helpful in allaying their fears and anxiety.

Yes!  I am so grateful for yoga, including asanas and meditation, and other mindfulness practices at this time--for their positive effects on me, my faculty and staff colleagues, and my students.  👏🏼  Namaste, y'all.

I know from her Twitter feed today that co-blogger Ann Lipton will have much to say on today's publication of the U.S. Supreme Court's opinion in Goldman Sachs Group, Inc., at al. v. Arkansas Teacher Retirement System, et al.  I will just note here two of the more prominent statements made by the Court in this Section 10(b)/Rule 10b-5 class action.  They relate to the common ground between materiality determinations (a doctrinal love of mine and Ann's), which are matters for resolution at trial, and the establishment of a price impact of alleged misstatements and omissions, which is a matter for consideration at the class certification stage.  The Court first concurs with the parties' agreement "that courts may assess the generic nature of a misrepresentation at class certification even though it also may be relevant to materiality, which Amgen reserves for the merits."  Then, in footnote 2, the Court states the following:

We recognize that materiality and price impact are overlapping concepts and that the evidence relevant to one will almost always be relevant to the other. But “a district court may not use the overlap to refuse to consider the evidence.” In re Allstate, 966 F. 3d, at 608. Instead, the district court must use the evidence to decide the price impact issue “while resisting the temptation to draw what may be obvious inferences for the closely related issues that must be left for the merits, including materiality.” Id., at 609. 

I am not a litigator, but it would seem to be a challenge to thread that needle . . . .

Finally, I want to note the successful conclusion of the 2021 National Business Law Scholars Conference last Friday.  Despite our best efforts, there were a few technical glitches, fixed by the University of San Diego School of Law, the University of Southern California Gould School of Law, and the University of Michigan Ross School of Business, each of which assumed unplanned roles as meeting hosts for one of our sessions.  (Thanks, again, to Jordan Barry, Mike Simkovic, and Will Thomas for making those arrangements.)  But the range and quality of presenters and projects was impressive, and the sense of community among the attendees was--as it always is--a highlight of this conference.  The conference tends to bring together a spectrum of international business law teacher/scholars at different stages of their academic careers, all of whom contribute to the productive, supportive, ethos of the event.  My business law colleague George Kuney described the conference well in his opening remarks.

I am grateful to so many at UT Law--including especially George (who directs our business law center) and the faculty and staff who pitched in to host virtual meeting rooms with me.  Their support was invaluable in hosting a virtual version of the conference two years in a row.  I also want to share appreciation for the members of the National Business Law Scholars Conference planning committee (a shout-out to each of you, Afra, Tony, Eric, Steven, Kristin, Elizabeth, Jeff, and Megan) for their collaboration and encouragement, as well as the abundant trust they placed in me these past two years. 

"Alone we can do so little; together we can do so much." ~ Helen Keller


June 21, 2021 in Conferences, Joan Heminway, Securities Regulation, Wellness | Permalink | Comments (0)

Monday, June 14, 2021

National Business Law Scholars Conference - This Thursday & Friday!

The twelfth annual (and second virtual) National Business Law Scholars Conference (NBLSC) is being hosted by The University of Tennessee College of Law on Zoom this Thursday and Friday, June 17 and 18.  The schedule for the two days of proceedings (fashioned painstakingly and patiently by planning committee member Eric Chaffee) can be found here.  Zoom links for each session are included.

This year's conference boasts, in addition to the NBLSC's flagship scholarly paper panels, a Thursday plenary session at 1:00 pm (Eastern Daylight Time) entitled "Beyond Shareholder Primacy."  The session focuses on Matt Bodie and Grant Hayden's new book, Reconstructing the Corporation: From Shareholder Primacy to Shared Governance, which follows on their 2020 Boston University Law Review article "The Corporation Reborn: From Shareholder Primacy to Shared Governance."  The 2021 conference also features a later start time each day to be more inclusive of our West coast participants.

I join the rest of the planning committee (listed below) in looking forward to seeing many of you at the conference.  Please contact any of us with questions.

Afra Afsharipour (University of California, Davis, School of Law)
Tony Casey (The University of Chicago Law School)
Eric C. Chaffee (The University of Toledo College of Law)
Steven Davidoff Solomon (University of California, Berkeley School of Law)
Joan MacLeod Heminway (The University of Tennessee College of Law)
Kristin N. Johnson (Emory University School of Law)
Elizabeth Pollman (University of Pennsylvania Carey Law School)
Jeff Schwartz (University of Utah S.J. Quinney College of Law)
Megan Wischmeier Shaner (University of Oklahoma College of Law)

June 14, 2021 in Conferences, Joan Heminway | Permalink | Comments (0)

Tuesday, June 1, 2021

Short Paper: The Benefits and Burdens of Limited Liability

I recently received the final version of my short article, "The Benefits and Burdens of Limited Liability," in Transactions: The Tennessee Journal of Business Law.  The article is based on some of my prior blog posts, as well as my presentation as part of the fourth annual Business Law Prof Blog symposium, Connecting the ThreadsIt was great event, as always, thanks to Joan and the whole crew at Tennessee Law, and it was my pleasure to be part of it.  

Here's the abstract: 

Law students in business associations and people starting businesses often think the only choice for forming a business entity is a limited liability entity like a corporation or a limited liability company (LLC). Although seeking a limited liability entity is usually justifiable, and usually wise, this Article addresses some of the burdens that come from making that decision. We often focus only on the benefits. This Article ponders limited liability as a default rule for contracts with a named business and considers circumstances when choosing a limited liability entity might not communicate what a business owner intends. The Article notes also that when choosing an entity, you get benefits, like limited liability, but burdens (such as need for counsel or tax consequences) also attach. It's not a one-way street. The Article closes by urging courts to consider both the benefits and burdens of an entity choice, especially in considering whether to uphold or disregard an entity, to help parties achieve some measure of certainty and equity.

The journal also has thoughtful and insightful commentary from Professor George Kuney (available here) and student Tyler Ring (here). 



June 1, 2021 in Conferences, Corporate Personality, Corporations, Joan Heminway, Joshua P. Fershee, Lawyering, LLCs, Partnership | Permalink | Comments (0)

Monday, May 31, 2021

Memorial Day 2021 - Honoring Those Who Have Died in Service to Our Country

BLPB(MemorialDay2021)Image by Jackie Williamson from Pixabay 

Notwithstanding the sales, barbecues, parades, concerts, and the like, at its true core, Memorial Day is a day of solemn reflection.  Those who enter military service for our country deserve our respect and praise.  Those who die in the line of that service hold a special place in our hearts and minds.

If you are at a loss for how to acknowledge this special holiday and show your regard for those it honors, you may be interested in reading the suggestions posted here.  But your gratitude can be shown in so many ways every day, not just on Memorial Day (although it is good to have the holiday as a reminder).  Remember those who served and died, and give thanks for (and, where possible, to) those who served and lived to tell the tale.  (We'll celebrate the latter directly later in the year, of course.)

May 31, 2021 in Joan Heminway | Permalink | Comments (2)

Sunday, May 30, 2021

Reminder: Emory Law Conference - This Friday, Featuring Two BLPB Editors!

Grading done?  Join in for an engaged, energizing day with fellow business law profs to start the summer.

Grading not done?  This is sure to be a fun and enlightening distraction--better than house cleaning or laundry!

Not grading at all (you lucky ducky)?  Clear the decks of other impediments and come join us for what always is a super day filled with teaching tips and catalysts for scholarship and service.



Emory Law's 7th biennial conference on the teaching of transactional law and skills is just a few days away! Register here and join us on Friday, June 4th. (Note: The Registration Fee for this one-day, online conference is $50.) A copy of the Conference schedule is posted here.

Connect with transactional law and skills educators across the country to ponder our theme - "Emerging from the Crisis: The Future of Law and Skills Education." You'll hear illuminating keynote addresses from three leaders in our field - Joan MacLeod Heminway, Marcia Narine Weldon, and Robert J. Rhee. And you'll participate in exciting presentations and try-this exercises designed to help us all become better teachers.

At day's end, we'll hold a Vision Workshop to synthesize our vision for the future. We'll also announce the winner of the Tina L. Stark Award for Excellence in the Teaching of Transactional Law and Skills, chosen from a group of illustrious nominees.

Special Note: The State Bar of Georgia has approved our conference for four CLE credits. We will provide attendance certificates for other states.

May 30, 2021 in Conferences, Joan Heminway, Lawyering, Marcia Narine Weldon, Teaching | Permalink | Comments (0)

Southern Illinois Law - 2021 Opening for Full-Time Visiting Faculty

SIU Law is hiring one full-time visiting faculty position to begin on August 16, 2021.  Please see the job announcement below. 

Position Summary: Southern Illinois University School of Law is an outstanding small public law school that provides its students with an optimal mix of theoretical and experiential educational opportunities in a student-centered environment in order to prepare them for a changing legal profession in a global environment. SIU School of Law seeks to fill one full-time visiting faculty position to begin on August 16, 2021. The anticipated term of appointment is two 9-month academic terms. The appointment will be structured as a 9-month academic term, renewable for a second 9-month academic term contingent on satisfactory performance. The successful candidate will teach courses in Torts, Constitutional Law, Family Law, Corporations, and/or Legal Writing, as well as other courses depending on the needs of the School of Law and on the successful candidate’s area of expertise. Academic rank will depend on academic credentials and experience of the selected individual.

Duties and Responsibilities: Classroom instruction and other duties as assigned by the Dean.

Minimum Qualifications: Applicants must possess a Juris Doctor degree from an ABA-accredited law school or its equivalent.

For appointment at the rank of Visiting Assistant Professor, applicants must have an outstanding law school academic record as assessed by rank in class, participation on law review, participation in other co-curricular activities such as moot court, honors received, and other factors relevant to academic performance.

For appointment at the rank of Visiting Associate Professor or Visiting Professor, applicants must have an established track record of teaching and scholarship excellence commensurate with the advanced rank.

Preferred Qualifications: Law teaching experience; outstanding professional record; the ability to further the University’s commitment to inclusive excellence—cultural and professional competency, inclusion, and diversity in the classroom.

General Information: Please use the following link to apply

Deadline to Apply: 6/11/21

SIU Carbondale, member of the SIU System, is an anti-racist community that opposes racism, discrimination and inequity in any form, and embraces diversity, inclusion, equity, and justice for all people. SIU Carbondale is an Affirmative Action/Equal Opportunity Employer of individuals with disabilities and protected veterans that strives to enhance its ability to develop a diverse faculty and staff and to increase its potential to serve a diverse student population. All applications are welcomed and encouraged and will receive consideration.

Please use the following link to apply: 

May 30, 2021 in Joan Heminway, Jobs | Permalink | Comments (0)

Friday, May 28, 2021

Transactional Law, Skills, and Tech Competency

A reminder that Emory’s 2021 conference on transactional law and skills education is next Friday, June 4, 2021. It is virtual and registration is only $50. Register here.

Today, I'm submitting a guest post by Professor Jen Randolph Reise of Mitchell Hamline School of Law.  On Friday the 11th, I'll post my reflections from the Emory conference. Jen and I have bonded over our mission to bring practical skills into the classroom. Her remarks are  below:

I’m looking forward to hearing from many leaders in transactional legal education, including keynote speakers Joan MacLeod Heminway, Marcia Narine Weldon, and Robert J. Rhee on the theme of “Emerging from the Crisis: Future of Transactional Law and Skills Education.” Marcia will also be talking about her experience launching a transactional program at Miami, joined by three of her adjunct professors.

For my part, I’ll be presenting a Try-This session sharing how I have used exercises that integrate key technological resources and techniques into teaching doctrinal courses. I’ve written in this blog before in praise of practice problems, especially in the asynchronous or flipped classroom. These exercises take that one step farther by creating a self-paced, guided discovery and low-stakes practice of some skills and resources they will need to be transactional lawyers.

Specifically, participants in the Try-This session will be introduced to, and invited to try, three exercises I have created and used in Business Organizations and M&A:

1) a State Filings Exercise, which facilitates student discovery of their state’s business entity statutes and secretary of state filing site (for example, they learn how to form an LLC, and what information on LLCs is publicly accessible);

2) a Public Company Filings Exercise, which guides students through accessing and understanding the structure of public company SEC filings and how to retrieve pertinent information from EDGAR; and

3) a Working with Definitive Agreements Exercise, which introduces M&A students to drafting based on samples and from a term sheet, and requires them to learn to create a redline using Word’s Compare feature.

I’d love to have you attend on Friday and share your experiences and feedback. Or, feel free to contact me at or on Twitter @JensJourneyOn anytime for copies or to share ideas. As a transactional in-house lawyer, newly come to the academy, I’m passionate about students getting a foothold in the distinct perspective, skills, and technology they need to become successful transactional lawyers.

May 28, 2021 in Conferences, Joan Heminway, Law School, M&A, Marcia Narine Weldon, Teaching | Permalink | Comments (0)

Tuesday, May 25, 2021

Inaugural West Coast Bankruptcy Roundtable Call For Papers

USC Gould School of Law and Lewis & Clark Law School present the inaugural West Coast Bankruptcy Roundtable to be held February 3-4, 2022 in Los Angeles. Spearheaded by Robert Rasmussen, Michael Simkovic, and Samir Parikh, the Roundtable seeks to bring together experienced and junior scholars to discuss particularly noteworthy scholarship involving financial restructuring and business law. We seek scholars researching diverse topics and will be interested in interdisciplinary perspectives.

The Roundtable invites the submission of papers. Selected participants will receive a $1,000 stipend and have the opportunity to workshop their papers in an intimate, collegial setting.

Papers will be selected through a blind review process. Scholars are invited to submit a 3 - 5 page overview of a proposed paper. Submissions may be an introduction or excerpt from an existing unpublished paper, an extended abstract, or a general paper proposal. The submission should be anonymized, and – aside from general citations to the author’s previous work – all references to the author should be removed.

Please submit proposals by September 7, 2021. Invitations will be issued via email by October 8th. Working drafts of papers must be available for circulation to participants by January 11, 2022.

The Roundtable will start with a panel discussion on the Caesars bankruptcy case led by Sujeet Indap (co-author of The Caesars Palace Coup), Bruce Bennett (Jones Day), Ken Liang (former Head of Restructuring, Oaktree Capital), and Richard Davis (examiner in the Caesars bankruptcy case).

Proposals – as well as questions and concerns – should be directed to Samir Parikh at

May 25, 2021 in Bankruptcy/Reorganizations, Call for Papers, Conferences, Joan Heminway | Permalink | Comments (0)

Monday, May 24, 2021

Alabama Law Chair - Law and Business Program

The University of Alabama School of Law is embarking on a search for a chairholder position and invites applications and nominations, the details of which are below.

The University of Alabama School of Law announces a search for the D. Paul Jones, Jr. & Charlene Jones Chairholder of Law. We seek a person who is a nationally or internationally recognized scholar and teacher of business law, who will continue to make substantial and meaningful scholarly contributions, participate actively in the life of the Law School, and enhance the School of Law's visibility and stature in law and regulation related to enterprise. The Chairholder will have the opportunity to establish and direct a new Program in Law and Business, which will include an endowed lecture series, an endowed professor of practice, and other innovative elements that will contribute to teaching and scholarship at the highest levels.

The School of Law has achieved a high level of excellence in the quality of its faculty, students, administration, and staff, and we seek to build on our standing as one of the leading public law schools in the United States. The Search Committee welcomes both applications and nominations. Candidates must have outstanding academic credentials, including a J.D. from an accredited law school or an equivalent degree (such as a Ph.D. in a related field). The search is open as to areas of specialization, but we encourage applications from candidates who have expertise in corporate transactions, mergers and acquisitions, corporate governance, capital markets, or corporate finance. We welcome applications from candidates who approach scholarship from a variety of perspectives and methods.

The University of Alabama embraces and welcomes diversity in its faculty, student body, and staff; accordingly, the School of Law encourages applications from and nominations of persons who would add to the diversity of our academic community. The School of Law embraces EEO principles in our faculty recruiting efforts. Salary, benefits, and research support will be nationally competitive. The School of Law will treat all nominations and applications as strictly confidential, subject only to requirements of state and federal law.

Interested candidates should apply online. Nominations, applications, and questions may also be transmitted by e-mail to Professor Julie Hill, Chair of the D. Paul Jones Chair Search Committee ( Applications will be reviewed as received.

The University of Alabama is an Equal Employment/Equal Educational Opportunity Institution. All qualified applicants will receive consideration for employment without regard to race, color, religion, national origin, sex, sexual orientation, gender identity, gender expression, pregnancy, age, genetic or family medical history information, disability, or protected veteran status, or any other legally protected basis, and will not be discriminated against because of their protected status. Applicants to and employees of this institution are protected under Federal law from discrimination on several bases. Follow the link below to find out more.

"EEO is the Law"

May 24, 2021 in Joan Heminway, Jobs | Permalink | Comments (0)