DOJ Issues Department-Wide Corporate Enforcement Policy

Key Takeaways

• DOJ issued its first-ever Department-wide Corporate Enforcement and Voluntary Self-Disclosure Policy that applies to all corporate criminal matters handled by DOJ, except for antitrust violations.
• The policy, while closely resembling the Criminal Division's policy from 2025, supersedes all other DOJ component and U.S. Attorney's Office policies, including SDNY's policy released earlier this month.
• Through this policy, DOJ seeks to promote consistency and incentivize companies to take corporate compliance seriously.

The Policy

On March 10, 2026, the U.S. Department of Justice (DOJ) released a new Corporate Enforcement and Voluntary Self-Disclosure Policy (CEP) for all corporate criminal matters, except for antitrust. This department-wide policy - a first of its kind - supersedes all other corporate enforcement policies and incentivizes companies to "voluntarily self-report potential misconduct, meaningfully cooperate with law enforcement, and make good-faith efforts to rectify wrongdoing."

The CEP closely resembles the Criminal Division's policy that was updated last year and provides three pathways to resolution: 1) declination; 2) non-prosecution agreement for "near miss" cases; and 3) other resolutions. To receive a declination under the CEP, a company must:

1. Voluntarily self-disclose misconduct to DOJ;
2. Fully cooperate with DOJ's investigation;
3. Timely and appropriately remediate the misconduct; and
4. Present no aggravating circumstances.

"Near miss" cases are those in which a company cooperates and remediates, but its voluntary self-disclosure does not qualify under the CEP and/or there are aggravating circumstances that apply. Finally, for those companies that do not voluntarily self-disclose or meet the other factors, DOJ can still consider a corporate resolution where the company is willing to cooperate and remediate.

Importantly, companies can still qualify for self-disclosure credit after a whistleblower report, but they must self-disclose "as soon as reasonably practicable but no later than 120 days after receiving the whistleblower's internal report."

Key Changes

The CEP differs from the Criminal Division's policy in several significant ways:

• Disclosure to Other Authorities
  • DOJ will consider "good faith" disclosures to one component, even where the matter is later brought to another appropriate component or to federal regulatory or civil enforcement agencies.
  • Despite operating under one set of standards, choosing the forum most beneficial to your company remains essential, because the CEP leaves U.S. attorneys with significant autonomy to shape its implementation.
• Aggravating Circumstances
  • Corporate recidivism now encompasses any adjudicated misconduct within the last five years and similar misconduct irrespective of prior adjudication.
  • Prosecutors are directed to weigh the company's voluntary disclosure, along with cooperation and remediation, when considering a declination despite aggravating circumstances.
    • DOJ highlights the importance of self-disclosure here, even when the other factors weigh against declination, which is important to consider when making the decision to report.
• "Near Miss"
  • Now encompasses companies that did not qualify for voluntary self-disclosure and/or had aggravating factors, not one or the other.
    • Again, DOJ opens the door for companies that self-disclose despite also presenting with aggravating factors.
  • Limits fine reduction to not more than 75%.
• Providing Cooperation Credit
  • Requires prosecutors to include in corporate resolution agreements sufficient information as to why a company received a certain amount of cooperation credit.
  • DOJ will consider the size, sophistication, and financial condition of the cooperating company.
    • This may benefit smaller companies that do not have the resources to demonstrate what DOJ considers "full cooperation."

Looking Ahead

• Clear indication that DOJ remains committed to prosecuting corporate criminal conduct, but with a focus on specific bad actors.
• Companies should be proactive by maintaining robust compliance and whistleblower programs, conducting thorough internal investigations, and efficiently evaluating whether self-disclosure is warranted.
• Outside counsel should always be involved in the analysis and decision regarding self-disclosure; although the new CEP seeks, in theory, to limit forum shopping, there will be strategic choices when it comes to where and how to self-report.

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