Andrew Jennings

@andrewkjennings.com

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Corporate/securities law professor, Emory University Host, Business Scholarship Podcast (@busscholarship.bsky.social) Creator, KFilings (@kfilings.com) https://andrewkjennings.com // https://kfilings.com

The U.S. Securities and Exchange Commission's top enforcement official, who left abruptly last week, had clashed with agency leaders over the direction of its enforcement program, including the handling of cases with ties to President Donald Trump and his family, according to three people familiar with the matter.
Abstract Academic and market interest in environmental, social, and governance (ESG) investing has grown markedly in recent years. Although less prominent, a substantial literature also explores whether “sin pays” in the public capital markets. This literature’s underlying theory is that social norms discourage the funding of businesses that promote vice. According to this theory, some investors—particularly institutions sensitive to social norms, such as pension funds and foundations—will shun vice investments. A consequence of this aversion is a “vice premium” for those investors who will invest in such companies. Largely unexplored, however, is what industries or business models qualify as “vice,” how this definition is constructed and changes, how vice aversion affects startup corporate governance and finance, and what consequences vice aversion holds for the real economy. We address these gaps through a series of interviews with startup founders, venture-capital (VC) and angel investors, and legal and financial practitioners. Descriptive data from commercial VC databases supplement our interviews. We find that the definition of “vice” is nuanced and shifts over time as the subjective preferences of investors and their constituents adapt to changing regulatory environments and social mores. Our respondents report that vice startups face heightened regulatory and business-infrastructure hurdles compared to non-vice startups. This experience is especially true for women and other minoritized vice entrepreneurs and those serving minoritized customer bases. These challenges implicate entrepreneurship, society, and capital markets, including by complicating the concept of the vice premium in finance theory and by showing the potential for vice aversion to shape both the vice and non-vice sides of the real economy.
Everyday Veil Piercing Under veil-piercing doctrine, shareholders may lose the privilege of limited liability by disregarding the legal separation between themselves and the companies they own. The doctrine cautions, however, that abrogating limited liability is an exceptional remedy that requires the presence of certain factors. Among them are fraud on creditors; inattention to formalities; asset commingling; and undercapitalization. Yet courts, practitioners, and scholars lack everyday base rates of these factors—unfortunate given that their prevalence estimates could aid calibration of and rethinking about how exceptional the remedy ought to be. I begin addressing these missing base rates by estimating that in U.S. small businesses, inchoate fraud on creditors occurs with at least 4.89% annual prevalence; inattention to formalities with 12.60%; commingling with 26.37%; and undercapitalization with 38.22%. I use two pre-registered survey studies of small businesses to reach these estimates. In the first, I ask respondents directly whether their firms have engaged in a set of practices, some innocuous and others proxying veil-piercing factors. But because veil-piercing factors could be socially undesirable, this direct-survey method risks producing downwardly biased estimates. To mitigate that potential bias, the second study employs a list experiment, a survey method used to elicit truthful answers to sensitive questions. Although list experiments have long been deployed in adjacent fields, I provide the first known instance of their use in studying legal doctrine. In doing so, I demonstrate how legal scholars can use this method to plumb countless other doctrinal questions. The Article’s estimates translate to veil-piercing factors appearing in millions of businesses at any given time. They complement earlier studies showing that courts rule in favor of veil-piercing claimants more often than exceptionalist rhetoric found in case law suggests. Together, the Art…
Description Emory University School of Law seeks to fill a tenure-track position in disciplines related to business law, including mergers & acquisitions, securities regulation, corporate finance, and other related business law fields. The position is open to lateral candidates at the assistant, associate, or full professor rank who have at least two years of experience in a tenure track position. Candidates must have a J.D., Ph.D., or equivalent degree, and a distinguished academic record. Candidates should have a strong track record and/or show outstanding promise in research in fields related to business law. For candidates meeting the law school’s standards for scholarly excellence and the demonstrated ability to teach business law courses, the interest in teaching first-year Contracts will be an additional positive factor. Candidates must complete the online application which requires creating an account, uploading a resume or CV, and providing basic demographic information. In addition, applicants should submit a cover letter, a current CV, a published or unpublished academic article, a brief research agenda, and an indication of teaching interests (if not listed on the CV) to the chair of the Appointments Committee: Professor Kay Levine at law.faculty.appointments@emory.edu. Applications will be considered on a rolling basis. NOTE: Position tasks are generally required to be performed in-person at an Emory University location. Remote work from home day options may be granted at department discretion. Emory reserves the right to change remote work status with notice to employee.
FN 295 See Cade, Gunn & Vandenberg, supra note 30; see also Nicole Cade, Joshua Gunn & Alex Vandenberg on List Experiments and Earnings Manipulation, BUSINESS SCHOLARSHIP PODCAST (June 23, 2025), https://andrewkjennings.com/podcast/cade-gunn-vandenberg-on-measuring-earnings-manipulation.
Screenshot of an article abstract (available on SSRN link)