This Article examines how the evolution of corporate criminal liability in the United States has resulted in the transformation of corporations into “government proxies,” thereby allowing the government to circumvent the Bill of Rights. In support of this argument, the Author discusses how the government provides prosecutorial incentives for corporate cooperation that force corporations to turn against their employees. The Article examines the role of outside counsel in conducting an internal investigation, and the circumstances that often deprive employees of their rights. For instance, corporations may monitor an employee’s phone calls, search an employee’s desk or locker, and even fire an employee if he or she refuses to answer questions. Corporations enjoy near-unlimited powers for investigating wrongdoing. These powers go beyond those possessed by the federal government-corporations are not limited by the Constitution. Consequently, the Author asserts that this partnership between the government and corporate America poses a serious threat to civil liberties in the twenty-first century.