Lightnews — Scholar-powered news

Andrew Jennings

@andrewkjennings.com

5.9K followers 4.3K following 350 posts

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

andrewkjennings.com

Posts Media Videos Starter Packs

Reposted by Andrew Jennings

Andrew Jennings @andrewkjennings.com · 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…

4 10 37

Andrew Jennings @andrewkjennings.com · 1d

Prospects for elections?

1 1

Andrew Jennings @andrewkjennings.com · 1d

The Weekend

A fall afternoon,
reading pixels on the back deck
The coffee is strong,
but could be stronger
"In The End" whispers down the street
It must be louder there
A millennial is building skeletons
Or planting gravestones
Or fixing a car
They used to play Springsteen
Soon it will be The Weeknd

Andrew Jennings @andrewkjennings.com · 2d

a close up of a man 's face with the words that 's really deep above him

ALT: a close up of a man 's face with the words that 's really deep above him

media.tenor.com

1 1

Andrew Jennings @andrewkjennings.com · 3d

Well, the soviet of sport and community assembly is still assessing whether the necessary north fields can be used for the construction or whether they need to be kept open for the Quadrennial Patriotic May Rally.

1 2

Andrew Jennings @andrewkjennings.com · 3d

We must preserve the character and environmental health of the people’s republic through robust and extended popular consultations.

1 2

Andrew Jennings @andrewkjennings.com · 3d

With that nugget, my working model’s R2 just went up appreciably.

1 1

Andrew Jennings @andrewkjennings.com · 3d

Nothing but respect for our co-presidents.

2 7

Andrew Jennings @andrewkjennings.com · 3d

I’d sooner be governed by the first hundred names in the Cambridge phone book than the AALS attendee list.

1 9

Andrew Jennings @andrewkjennings.com · 3d

My response to those is “okay, but if you email me again, I’m marking it as a junk and you can deal with the bad reputation you get with spam filters”.