Brain drain BD, human capital h, and inequality's institutional impact is examined in a model where a rent-seeking elite taxes residents and voicing affects the likelihood of regime change. We find that BD and h's impact on institutional quality (Q) are as follows: i) Q is a U-shaped function of BD, with maximum (minimum) at BD = 0 (0 < BD1 < 1); ii) Q is a U-shaped function of h, with minimum at 0 < h1 < 1; iii) the likelihood that Q improves with BD falls with international inequality; iv) the likelihood that Q improves with h falls with domestic inequality; v) the likelihood Q improves with h falls (rises) with BD for BD < (>) BD1, and is maximized at BD = 0; vi) Q increases in a high (low) BD country under a host country's immigration promotion (restriction); vii) a high BD country's institutions improve (worsen) under a large (small) reduction in BD; viii) the latter is particularly relevant for small and micro states where BD and Q are likely to be greater than in large but otherwise similar countries.