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Martha’S (And Steve’S) Good Faith: An Officer’S Duty Of Loyalty At The Intersection Of Good Faith And Candor, Joan Macleod Heminway
Martha’S (And Steve’S) Good Faith: An Officer’S Duty Of Loyalty At The Intersection Of Good Faith And Candor, Joan Macleod Heminway
Scholarly Works
This short paper begins to explore whether a corporate officer’s duty of good faith extends to public disclosures of personal facts. Specifically, the paper preliminarily attacks the following question: in the post Stone v. Ritter, post-Gantler v. Stephens era in which we now live, is the absence or inadequacy of an executive officer’s disclosure of personal facts a breach of the duty of good faith and, as a result, the fiduciary duty of loyalty under Delaware law? The answer to this question is tied up in recent jurisprudence of the Delaware Supreme Court at the intersection of the duty of …
Executive Employment Agreements In Tennessee: An Annotated Model Tennessee Executive Employment Agreement, Joan Macleod Heminway, Trace Blankenship
Executive Employment Agreements In Tennessee: An Annotated Model Tennessee Executive Employment Agreement, Joan Macleod Heminway, Trace Blankenship
Scholarly Works
The coauthors have constructed an annotated model executive employment agreement for use in connection with mergers and acquisitions, annotated with footnotes on substantive law and legal drafting issues. They intend that this model agreement serve as a research piece, teaching tool, and practitioner resource. This annotated model agreement is the most recent in a series of coauthored merger and acquisition agreements and ancillary agreements and instruments published by Transactions: The Tennessee Journal of Business Law beginning in 2003.
Wanted: Female Corporate Directors (A Review Of Professor Douglas M. Branson's No Seat At The Table), Joan Macleod Heminway, Sarah A. Walters
Wanted: Female Corporate Directors (A Review Of Professor Douglas M. Branson's No Seat At The Table), Joan Macleod Heminway, Sarah A. Walters
Scholarly Works
In his 2007 book No Seat at the Table, Professor Douglas Branson aptly describes how patterns of male dominance inherent in the legal structures of corporate governance reproduce themselves again and again to keep women out of executive suites and boardrooms, and then he offers a practical way to break this cycle of dominance-through paradigm shifting. A central value of Professor Branson's book derives from this thesis, as well as his use of nontraditional empirical data and interdisciplinary literature (in addition to more traditional decisional law and legal scholarship) to support the positions he takes. Moreover, No Seat at …