Paper Dragon Thieves
Citation: 105 Geo L.J. (2017)
Developments in the law are making the corporate form more opaque and allowing the agents who animate it to escape individual accountability for their actions. The law now provides protection for agents to engage in widespread frauds that inflict massive harm on the public. This Article challenges the academic orthodoxy that shareholder and director liability are enough to control agent behavior by developing a paper dragon analogy to focus on the importance of agents in corporate animation. Instead of hollow procedural shells, modern corporations should be understood as paper dragons in a parade—costumes animated by agents who are the dancers under the fabric that make it move. We focus on the dragon costume itself to the exclusion of recognizing the presence and responsibility of those agents.