For 30 years, the Clayton Center for Entrepreneurial Law at the University of Tennessee Winston College of Law has enabled students to focus their JD around the legal aspects of business and finance through specialized coursework and its concentration in business transactions. It is one of the ways that Winston Law has become more holistic in its teaching over the years. Consequently, graduates are coming away more fully prepared to practice in the diverse areas of business law.
Beginnings and growth
While litigation has traditionally been a primary focus in legal education, Winston Law has evolved to more fully embrace the transactional side of the profession, recognizing its vital role in modern legal practice.
“Back when the Clayton Center was first started, the whole idea was that we weren’t giving enough guidance in how to practice transactional law. Everything was geared more toward litigation,” says Associate Professor of Law Brian K. Krumm, the Clayton Center’s interim director from 2024 to 2025. “What a lot of people don’t realize is that 75 percent of the law that’s practiced is transactional in nature.”
By the early 1990s, Winston Law was aware of the need in this area. Thomas Davies, now professor emeritus, proposed a new business transactions concentration and, with professor emerita Amy Hess and professor emeritus Robert Lloyd, began developing its curriculum in 1993. The Center for Entrepreneurial Law opened in the fall of 1995, with Lloyd as its first director, and the first students to complete the program graduated in 1996.
Professor Emeritus Carl Pierce became the center’s next director in 1998, followed by George Kuney (also an emeritus professor), in January 2001. Around that time the center was named in honor of James L. Clayton, owner of Clayton Homes and a Winston Law alumnus (‘64) who created an endowment for the center.
The center saw significant growth during Kuney’s 24 years as director. Among other things, he oversaw the creation of a visiting professor program and clinical law programs in wills and transactional law.
“My colleague George Kuney did a very good job of advancing our academic program, expanding our extracurricular and co-curricular programs, and guiding us to a point where the Clayton Center, despite the small size of the law school, is competing on a national scale,” says Rick Rose Distinguished Professor of Law Joan MacLeod Heminway.
Kuney’s retirement in 2024 prompted a national search for a new director, and Brian Krumm was chosen to lead in the interim. Krumm had first become acquainted with the center as one of the first Clayton visiting professors in 2010, two years before he joined the faculty.
“George was the director when I came in as the visiting professor,” Krumm says. “So when he retired, he recommended me as a possible choice for interim director because of my familiarity with the center. And it has been a really good experience for me.”
A new director
Out of a talented pool of candidates, a new director was chosen who was already well versed in the mission and inner workings of the center. Joan Heminway assumed the role of director on August 1.
Having joined the faculty at Winston Law in 2000, not long after the center was established, Heminway has witnessed tremendous growth in the program over her 25 years of teaching.
“With a relatively small faculty, a single staff person, and not very many resources, we have risen into a top national program in business law, which is very different from where we were in 2000,” she says, commending both Kuney and Krumm for their leadership.
Krumm, as a Winston Law alumnus, also knows how far the program has come and that Heminway is up to the task of piloting it forward.
“Joan is more than able to carry on the tradition,” he says. “She’s a very innovative person, so I think she’s going to come up with ideas to further improve the program.”
The Clayton Center difference
Part of what sets the center and its business transactions concentration apart from similar offerings at other law schools is that it is a fully integrated program. In other words, skills are not separated from the legal doctrine, theories, and policies that make them applicable.
As administered through the center, the college’s concentration in business transactions consists of 21 to 23 credit hours of coursework covering topics in accounting and finance basics, business associations, contract drafting, income taxation, real estate finance law, and secured transactions. The choice of at least one capstone course concludes the program of study.
“Our program takes a holistic approach to business law education—rather than just adding courses onto the law school curriculum—to accomplish the purpose of educating students in business law,” Heminway says. “The Clayton Center’s academic program focuses on the entire life of a lawyer practicing business law, which includes not just knowing the legal rules, but also understanding how they get applied in context—where they emanate from as far as various public policies and what theory helps to make those rules coherent.”
In addition to the accomplished full-time and adjunct Winston Law faculty, the center has benefited from its visiting professor program, which, since 2006, has brought in about a dozen professionals with significant experience in transactional law.
Practical experiences
The Clayton Center offers students a number of valuable learning experiences outside of their coursework. For more than 25 years, the center has published the biannual Transactions: The Tennessee Journal of Business Law, which is edited by Winston Law students.
Business transactions students also have multiple opportunities to participate in transactional law competitions. Krumm has coached teams to victory in such national competitions as Transactional LawMeets and The Closer.
“We’ve been very successful in developing a program of drafting and negotiation exercises, where we compete against other schools,” he says. “In the past nine years, we’ve won The Closer at Baylor University four times. This year, we had the best draft and mark-up at the ABA M&A Negotiation Competition (MAC Cup II), in which 64 schools participated.”
Applying business transactions strategies to a healthcare-related scenario, a team of Winston Law students, coached by Professor Zack Buck, won the 2025 L. Edward Bryant, Jr. National Health Law Transactional Competition at Loyola University School of Law in April.
Krumm points out that students also get real-world, transactional law experience through field placements for course credit, working with law firms or UT Athletics, or through paid summer internships with corporate counsels. And such opportunities are increasing.
Broad engagement with business law and practice
The Clayton Center’s faculty and students engage with scholars, teachers, and practitioners in various other activities that connect them with business law. The center and its business law journal host an annual symposium that features legal scholars and practitioners on a wide variety of business law issues, from which related articles and commentary are subsequently published by the journal.
The center also collaborates in national and international programming in business law and practice. It has hosted the National Business Law Scholars Conference three times and has supported and published the proceedings of the Biennial Conference on the Teaching of Transactional Law and Skills hosted by Emory University School of Law. Members of the center’s faculty regularly present their work relating to their scholarship and teaching at prominent national and international conferences, symposia, and workshops.
Heminway observes that “The collaboration of the center’s faculty and students on broader projects relating to transactional business law and skills contributes to our strong national reputation and enriches the educational experience our students receive.”
Expectations for the Clayton Center
With innovative teaching by faculty who are experienced in transactional law, a program curriculum that reflects the fast-changing world of business, and a growing number of hands-on opportunities, the Clayton Center is well positioned to take Winston Law’s business law program to the next level.
“As we move forward, we plan to expand and enhance our business law faculty,” Heminway says. “We will also review our curriculum to ensure its continued practical relevance in today’s dynamic legal market.
A major step in strengthening the center’s work is the addition of Professor Andrew Appleby to the business law faculty. A national expert in state and local taxation with a JD from Wake Forest University School of Law and LL.M. in Taxation from Georgetown University Law Center, Appleby joins the college this academic year from Stetson University College of Law. He is a gifted scholar and teacher who will fortify Winston Law’s curricular offerings in business law and tax.
“The Clayton Center is a vital and inspiring component of our program of legal education at Winston Law, and I am confident that this will only increase in the coming years,” Heminway says. “The center’s future is indeed bright, and I am thrilled by the opportunity to lead the way.”