Andrew Jennings

@andrewkjennings

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

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Andrew Jennings@andrewkjennings· Jul 4

This is the hardest night of the year for our canine citizens.

Andrew Jennings@andrewkjennings· Mar 23

SEC's ex-enforcement chief clashed with bosses before leaving, Reuters sources say www.cnbc.com/2026/03/23/s...

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.

Andrew Jennings@andrewkjennings· Mar 10

@emorylaw.bsky.social will host the 2026 Carney Lecture featuring Jeffrey Gordon, Richard Paul Richman Professor of Law at Columbia Law School. He will present the keynote address, “The Moral Duty of Directors.” Thursday, March 26 12 noon Hunter Atrium, Gambrell Hall RSVP: qrco.de/26Carney

Andrew Jennings@andrewkjennings· Sep 15

How do venture capitalists respond to startups in the adult, alcohol, gambling, cannabis, weapons, and other sin industries? My article "Vice Capital" (w/ @kimkrawiec.bsky.social) is now published in UC Irvine Law Review! scholarlycommons.law.emory.edu/faculty-arti... 1/2

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.

Andrew Jennings@andrewkjennings· Sep 8

How often do veil-piercing factors occur in everyday business? What might their prevalence mean for the "exceptionalness" of the PCV remedy? My new paper, "Everyday Veil Piercing," provides the first prevalence estimates of piercing factors in U.S. small businesses. papers.ssrn.com/sol3/papers....

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…

Andrew Jennings@andrewkjennings· Aug 27

My article Criminal Investors—which explores the idea of investor culpability for corporate crime—is now published in the George Washington Law Review. Thank you to the student editors for your excellent work shepherding this piece to publication! papers.ssrn.com/sol3/papers....

Andrew Jennings@andrewkjennings· Aug 21

One frequent request I've gotten since launching @kfilings.com is "can I sign up for just Form 13Fs?" With some recent updates that make the tool more granular, the answer is now yes! This template link allows you to create an alert for quarterly 13F filings: www.kfilings.com/68a75674d44e....

Andrew Jennings@andrewkjennings· Aug 19

Given the news that the U.S. government might acquire a roughly 10% stake in Intel, I created this @kfilings.com template for alerts on any Intel-related Forms 3 and 4 and Schedules 13D and 13G. www.kfilings.com/68a3ca98bedb...

Andrew Jennings@andrewkjennings· Aug 11

Emory Law is conducting an open-rank lateral search for a Business Law professor! faculty-emory.icims.com/jobs/151442/...

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.

Andrew Jennings@andrewkjennings· Jul 8

It's not quite as big as Instagram (yet), but I'm thrilled that in the first six months of 2025, KFilings.com has grown nearly 4x from its user count at the end of 2024! 1/2

Andrew Jennings@andrewkjennings· Jun 22

Tomorrow!

Andrew Jennings@andrewkjennings· Jun 17

Next Mon., June 23, I'll publish the 250th episode of @busscholarship.bsky.social. I'll intro the episode be talking about my new article, Everyday Veil Piercing, that was inspired by this interview. I'll be presenting it for the first time at the Nat'l Bus. Scholars Conference next week. A teaser:

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.

Andrew Jennings@andrewkjennings· Jun 4

This week marks two years at Emory University Law—and to cap off the anniversary, I just received word that the Board of Trustees has granted me tenure! I’m so thankful to the mentors, colleagues, and students who’ve supported me on this journey. Excited for what’s ahead!

Andrew Jennings@andrewkjennings· May 26

We might want to do a kangaroo if we're looking around that direction of longitude.

Andrew Jennings@andrewkjennings· May 23

But at my back I always hear Time's wingèd chariot hurrying near.

Andrew Jennings@andrewkjennings· May 18

The smell of clove cigarettes wafting as you plop Jack Johnson into the external CD player, connected to the car’s cassette deck by one of these modern marvels.

Andrew Jennings@andrewkjennings· May 7

If you're going on the law-teaching market this fall in a business or business-adjacent field (broadly considered, see, e.g., antitrust, labor, or tax) and would like to present a paper on @busscholarship.bsky.social podcast, please email me at andrew.jennings@emory.edu!

Andrew Jennings@andrewkjennings· Jan 6

Spring semester starts in just a few minutes!

Andrew Jennings@andrewkjennings· Dec 30

In its first partial year of operation, @kfilings.com is already being used by people in over 200 public companies, law and accounting firms, financial firms, press outlets, and academic institutions to get SEC EDGAR alerts. Here’s to more growth in 2025!

Andrew Jennings@andrewkjennings· Nov 25

Are investors ever culpable for corporate wrongdoing? My new article, Criminal Investors (George Washington Law Review, forthcoming 2025) explores. papers.ssrn.com/sol3/papers....

Andrew Jennings@andrewkjennings· Nov 18

Andrew Jennings@andrewkjennings· Nov 6

My new article, Criminal Recordkeeping, is now out in the Washington University Law Review. wustllawreview.org/2024/11/05/c...

Andrew Jennings@andrewkjennings· Sep 12

I've been asked by a number of people about creating KFilings SEC EDGAR alerts for just a particular index. This link will let you create your preferred alert for just the S&P 500. www.kfilings.com/66e231f6b586... I'll post more templates in the days and weeks ahead.

Andrew Jennings@andrewkjennings· Aug 7

I've recorded a special series for @busscholarship.bsky.social on business research in the real-world. The first episode will be next week, featuring @alisonfrankel.bsky.social on how reporters use business research. Tune in!

Andrew Jennings@andrewkjennings· Aug 5

Declines in AI stocks are driving a dip in the market. What will those companies disclose to investors? This KFilings link is a blank template of 67 AI-related companies. Enter your email address and select the SEC disclosures you'd like to receive. www.kfilings.com/66b0d33de93b...

Andrew Jennings@andrewkjennings· Jul 12

My kfilings.com tool can alert you whenever a company discloses a material cybersecurity event (just create an alert for Item 1.05 Form 8-Ks). This alert from this morning was a doozy. See more at www.cnn.com/2024/07/12/b....

Andrew Jennings@andrewkjennings· Jun 4

This new documentary from HBO is maybe the best movie I've seen on (1) corporate governance and agency costs, (2) startup finance, and (3) race and entrepreneurship.

Andrew Jennings@andrewkjennings· May 11

My backyard contribution to the genre.

Andrew Jennings@andrewkjennings· May 3

How do VCs and their limited partners respond to startups in sin/vice industries? @kimkrawiec.bsky.social and I explore in our new article "Vice Capital," forthcoming in UC Irvine Law Review. papers.ssrn.com/sol3/papers....

Andrew Jennings@andrewkjennings· Apr 23

I owe a great debt to this year's Fordham Law graduating student editors! "Criminal Subsidiaries" is now in print with Fordham Law Review. papers.ssrn.com/sol3/papers.... And "The Public's Companies" is now in print with Fordham Journal of Corporate & Financial Law. papers.ssrn.com/sol3/papers....