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Full-Text Articles in Law

What Is A Merger Anyway?, Don Leatherman, Joan Macleod Heminway, Thomas E. Plank Apr 2020

What Is A Merger Anyway?, Don Leatherman, Joan Macleod Heminway, Thomas E. Plank

Scholarly Works

Three law professors from different practice and academic backgrounds meet at the water cooler in the faculty wing of a law school in or about 2010. They get engaged in a conversation about mergers and acquisitions that covers much ground--from what a merger actually is (from the perspective of their distinctive areas of legal experience and expertise--business associations, federal income tax, and property law) to factors each believe to be important in choosing a transactional structure for a business combination. This edited panel discussion from the 2019 Business Law Prof Blog symposium, held at The University of Tennessee College of …


Executive Employment Agreements In Tennessee: An Annotated Model Tennessee Executive Employment Agreement, Joan Macleod Heminway, Trace Blankenship Apr 2009

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.


Bills Of Sale In Tennessee: An Annotated Model Tennessee Bill Of Sale, Joan Macleod Heminway Apr 2008

Bills Of Sale In Tennessee: An Annotated Model Tennessee Bill Of Sale, Joan Macleod Heminway

Scholarly Works

The coauthors have constructed a model bill of sale for use in connection with acquisitions, annotated with footnotes on substantive law and legal drafting issues. This model is intended to serve as a research piece, teaching tool, and practitioner resource. This instrument is part of a series of acquisition agreements and related ancillary contracts and instruments published by Transactions: Tennessee Journal of Business Law beginning in 2003.


Acquisition Licenses In Tennessee: An Annotated Model Tennessee Acquisition License Agreement, Joan Macleod Heminway Apr 2007

Acquisition Licenses In Tennessee: An Annotated Model Tennessee Acquisition License Agreement, Joan Macleod Heminway

Scholarly Works

The coauthors have constructed a model license agreement for use in connection with acquisitions, annotated with footnotes on substantive law and legal drafting issues. This model is intended to serve as a research piece, teaching tool, and practitioner resource. This agreement is part of a series of acquisition agreements and related ancillary contracts and instruments published by Transactions: Tennessee Journal of Business Law beginning in 2003.


Acquisition Escrows In Tennessee: An Annotated Model Tennessee Acquisition Escrow Agreement, Joan Macleod Heminway Apr 2006

Acquisition Escrows In Tennessee: An Annotated Model Tennessee Acquisition Escrow Agreement, Joan Macleod Heminway

Scholarly Works

The coauthors have constructed a model escrow agreement for use in acquisitions, annotated with footnotes on substantive law and legal drafting issues. This model is intended to be used as a research piece, teaching tool, and practitioner resource. This agreement is part of a series of acquisition agreements and related ancillary contracts and instruments published by Transactions: Tennessee Journal of Business Law beginning in 2003.


License, Intellectual Property, Asset Purchase, Acquisition, Disposition, Contract Drafting, Tennessee, Joan Macleod Heminway Apr 2005

License, Intellectual Property, Asset Purchase, Acquisition, Disposition, Contract Drafting, Tennessee, Joan Macleod Heminway

Scholarly Works

The coauthors have constructed a model bank merger agreement, annotated with footnotes on substantive law and legal drafting issues. This model is intended to be used as a research piece, teaching tool, and practitioner resource. This agreement is part of a series of acquisition agreements and related ancillary contracts and instruments published by Transactions: Tennessee Journal of Business Law beginning in 2003.


Buying Stock In Tennessee: An Annotated Model Tennessee Stock Purchase Agreement, Joan Macleod Heminway Apr 2004

Buying Stock In Tennessee: An Annotated Model Tennessee Stock Purchase Agreement, Joan Macleod Heminway

Scholarly Works

The coauthors have constructed a model stock purchase agreement, annotated with footnotes on substantive law and legal drafting issues. This model is intended to be used as a research piece, teaching tool, and practitioner resource. This agreement is part of a series of acquisition agreements and related ancillary contracts and instruments published by 'Transactions: Tennessee Journal of Business Law' beginning in 2003.


Buying Assets In Tennessee: An Annotated Model Tennessee Asset Purchase Agreement, Joan Macleod Heminway, Angela Humphreys Hamilton Apr 2003

Buying Assets In Tennessee: An Annotated Model Tennessee Asset Purchase Agreement, Joan Macleod Heminway, Angela Humphreys Hamilton

Scholarly Works

The coauthors have constructed a model asset purchase agreement, annotated with footnotes on substantive law and legal drafting issues. This model is intended to be used as a research piece, teaching tool, and practitioner resource. This agreement is part of a series of acquisition agreements and related ancillary contracts and instruments published by Transactions: Tennessee Journal of Business Law beginning in 2003.


Constitutional Implications Of Acquisition-Value Real Property Taxation: Assessing The Burdens On Travel And Commerce, Mary Lafrance Jan 1994

Constitutional Implications Of Acquisition-Value Real Property Taxation: Assessing The Burdens On Travel And Commerce, Mary Lafrance

Scholarly Works

This article is the second in a two-part series addressing the constitutional implications of acquisition-value real property taxation. This Article addresses constitutional issues raised by systems of real property taxation that base a property owner's tax assessment not on the current value of the property but on its value on the date the taxpayer acquired it. The first Article in this series described the operation of acquisition-value systems of real property taxation such as those adopted by California in 1978 and Florida in 1992, and evaluated the equal protection challenges to the California system (“Proposition 13”) which culminated in the …


Constitutional Implications Of Acquisition-Value Real Property Taxation: The Elusive Rational Basis, Mary Lafrance Jan 1994

Constitutional Implications Of Acquisition-Value Real Property Taxation: The Elusive Rational Basis, Mary Lafrance

Scholarly Works

This article is the first in a two-part series addressing the constitutional implications of acquisition-value real property taxation. Acquisition-value real property taxation systems represent a departure from the traditional practice of taxing real property on its current fair market value. In contrast to traditional systems, which are still employed by the vast majority of states, under acquisition- value taxation a real estate owner's property tax liability is determined by the value of the property when the taxpayer acquired it. In periods of rising real estate prices, such a scheme compels later buyers to shoulder a higher annual tax liability than …