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This Article will examine corporate cooperation and the difficulties it can create for corporate decision-makers. Part I describes the principles of vicarious guilt that give prosecutors the power to demand corporate cooperation. Part II examines how prosecutors exercise their discretion in deciding whether to charge corporations with crimes. In Part III, the Article examines the cooperators. Just as a corporation's guilt is only vicarious, so too its cooperation can be only vicarious. In the end, it is not the corporation that cooperates, but its officers and directors-the men and women who make decisions for the corporation. For these vicarious snitches, the process can be a minefield, filled with conflicting loyalties and inevitable self-interest.



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