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Andrew Jennings @andrewkjennings.com · 28/09/2026

My article "The Law of Quitting" has been published in the Wake Forest Law Review. The abstract is below. scholarlycommons.law.emory.edu/faculty-arti...

Throughout life, people enter countless positions of authority and trust in relation to one another and the public. These positions include, among many others, being a public official, being a corporate director, and being an employee. Law announces prerequisites for starting such positions, as well as incumbents’ rights and obligations once in them. But no office holds forever. Indeed, incumbents often choose to exit positions before they would otherwise end by expiration, removal, or death. Yet law governs such voluntary relinquishment—often called “resignation” or, more generically, “quitting”—largely as afterthought. That is, law expansively attends how positions of authority and trust are obtained and held. It pays less attention to how they are given up.

This Article, however, refocuses on quitting as a socially and legally momentous act. Ofttimes, quitting harms principals or even a whole community, such as when a top-performing employee leaves for another job or when a beloved teacher retires. Under some circumstances, quitting can even be wrongful, as when a politician accepts a bribe to resign or a lawyer abandons a client. In approaching those kinds of harms, the Article articulates a law of quitting that synthesizes the act and its significance across social contexts. In so doing, it theorizes quitting as the mixed exercise of public, fiduciary, proprietary, and personal power.

This theorization in turn invites reconsideration of when, if ever, quitting should be constrained, or even prohibited, to compensate for costs it imposes on others or for its intrinsic wrongfulness. The Article tackles this question in efficiency

terms by observing when law can balance an agent’s right to quit against quitting’s externalities. Other times, the normative interests of principals or the public might justify outright prohibition on exit. These points, in turn, guide when quitting is proper—whether by a federal judge, a corporate fiduciary, a lawyer, or a high schooler at a part-time job—and when law should intervene.

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Andrew Jennings @andrewkjennings.com · 14/09/2026

The Business Lawyer has published my new article, "Timing Whistleblowing." I use an obscure provision of the Securities Act—Section 11(b)(1)—to explain why an effectively designed whistleblower program might produce no whistleblowing at all. scholarlycommons.law.emory.edu/faculty-arti...

Whistleblower programs (WBPs) expose hidden corporate wrongdoing. They do so by
offering retaliation protection and financial bounties to those who bring original information
to law enforcement about unseen, and often complex, misconduct. Under a standard account,
whistleblowing serves the public interest by increasing the ex post detection of illegal activity
and the ex ante risk of its exposure. That standard view—which centers whistleblowing on
detecting wrongdoing—is incomplete, however. To present a fuller view, this Article introduces
a complementary model that refocuses whistleblowing as preventing wrongdoing. Working
together, these models show that a WBP can do more than enable detection at the late moment
when misconduct is afoot. It can also prompt action against wrongdoing that has yet begun.
This prevention/detection distinction exposes potential conflicts between public and corporate interests versus those of whistleblowers and prosecutors. The former interests favor
early whistleblowing that intervenes against inchoate wrongdoing. Whistleblowers and
prosecutors, however, have financial, personal, and political incentives more consistent with
late whistleblowing. Given those incentives, under some conditions, whistleblowers could
strategically delay reporting; meanwhile, prosecutors might be weakly motivated to police
such delays. Current policy fosters this conflict by embracing the detection model alone. As
a consequence, it privileges the interests of whistleblowers and prosecutors over those of the
public and firms. But, the Article urges, an approach to WBP design that embraces both
prevention and detection could achieve closer alignment between the interests of the public,
firms, whistleblowers, and prosecutors in timing whistleblowing

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Andrew Jennings @andrewkjennings.com · 25/07/2026

I love the cameos in this official portrait of the Swiss collective head of state. www.admin.ch/en/official-...

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Andrew Jennings @andrewkjennings.com · 22/07/2026

I’m late to this story. . . . The egg cartel paid its punishment in-kind!? Fun to imagine the possibilities of corporate fines being paid in product. ag.ny.gov/press-releas...

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Andrew Jennings @andrewkjennings.com · 10/03/2026

@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

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Andrew Jennings @andrewkjennings.com · 15/09/2025

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.

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Andrew Jennings @andrewkjennings.com · 08/09/2025

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…

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Andrew Jennings @andrewkjennings.com · 27/08/2025

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....

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Andrew Jennings @andrewkjennings.com · 21/08/2025

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....

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Andrew Jennings @andrewkjennings.com · 19/08/2025

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...

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Andrew Jennings @andrewkjennings.com · 11/08/2025

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.

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Andrew Jennings @andrewkjennings.com · 08/07/2025

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

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Andrew Jennings @andrewkjennings.com · 17/06/2025

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.

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Andrew Jennings @andrewkjennings.com · 04/06/2025

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!

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Andrew Jennings @andrewkjennings.com · 26/05/2025

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

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Andrew Jennings @andrewkjennings.com · 23/05/2025

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

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Andrew Jennings @andrewkjennings.com · 18/05/2025

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.

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Andrew Jennings @andrewkjennings.com · 07/05/2025

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!

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Andrew Jennings @andrewkjennings.com · 06/01/2025

Spring semester starts in just a few minutes!

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Andrew Jennings @andrewkjennings.com · 30/12/2024

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!

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Andrew Jennings @andrewkjennings.com · 25/11/2024

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

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Andrew Jennings @andrewkjennings.com · 06/11/2024

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

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Andrew Jennings @andrewkjennings.com · 12/09/2024

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.

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Andrew Jennings @andrewkjennings.com · 07/08/2024

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!

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Andrew Jennings @andrewkjennings.com · 05/08/2024

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...

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Andrew Jennings @andrewkjennings.com · 12/07/2024

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....

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Andrew Jennings @andrewkjennings.com · 26/06/2024

I've been looking for a really simple tool to get SEC EDGAR email alerts. So, I created one! KFilings (kfilings.com) is a free, no-login tool that lets you create email alerts for one or more public companies based on Form 8-K items or other filing types. 1/3

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Andrew Jennings @andrewkjennings.com · 05/06/2024

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.

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Andrew Jennings @andrewkjennings.com · 11/05/2024

My backyard contribution to the genre.

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Andrew Jennings @andrewkjennings.com · 03/05/2024

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....

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Andrew Jennings @andrewkjennings.com · 23/04/2024

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....

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Andrew Jennings @andrewkjennings.com · 02/04/2024

Do corporate managers get leverage over asset managers through their selection of 401(k) service providers? Natalya Shnitser, associate professor of law at Boston College, joins the Business Scholarship Podcast to discuss her article “The 401(k) Conundrum in Corporate Law.” Links in next post.

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Andrew Jennings @andrewkjennings.com · 22/03/2024

The global financial crisis was a decade and a half ago, so why is banking still broken? Anat Admati, professor of finance and economics at Stanford Univeristy, joins the Business Scholarship Podcast to discuss her book "The Bankers’ New Clothes: What’s Wrong with Banking and What to Do About It."

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Andrew Jennings @andrewkjennings.com · 20/12/2023

What mistakes do we make when we talk about white-collar crime? @miriambaer.bsky.social, professor of law at Brooklyn Law School, joins @busscholarship.bsky.social to discuss her new book “Myths and Misunderstandings in White-Collar Crime.” (Links in first comment.)

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Andrew Jennings @andrewkjennings.com · 26/10/2023

First time doing one of these on the blue site: I have a new draft article, Criminal Subsidiaries, up on SSRN. Comments welcome! papers.ssrn.com/sol3/papers....

Screenshot of an article abstract (available on SSRN link)

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Andrew Jennings @andrewkjennings.com · 09/08/2023

Will the Supreme Court kill securities regulation on free-speech grounds? Helen Norton of Colorado Law joins Business Scholarship Podcast to discuss “What 21st-Century Free Speech Law Means for Securities Regulation.” Links below.

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Andrew Jennings @andrewkjennings.com · 04/07/2023

This paper . . . has a new title. It’s now “101 Lawyers: Attorney Appearances in Twitter v. Musk” papers.ssrn.com/sol3/papers.cfm?abs… Yes, 101 lawyers. Like Dalmatians, but less adorable.

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Andrew Jennings @andrewkjennings.com · 26/06/2023

Excited to see Disclosure Procedure in print! This paper uses interviews/surveys w/ S&P 1500 in-house counsel and accountants to document how disclosure is produced within public companies + how those procedures affect disclosure quality. papers.ssrn.com/sol3/papers.cfm?abs…

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Andrew Jennings @andrewkjennings.com · 16/05/2023

Where does national insurance policy come from? Martin Grace & Jingshu Luo join Business Scholarship Podcast to discuss “The Market for Model Laws: The Diffusion of NAIC’s Model Laws.” Apple: podcasts.apple.com/us/podcast/busin…

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