News

WMHW Alert: DOJ’s First Department-Wide Corporate Enforcement Policy

By John Keller, Hunter S. Pearl and Paige Shayne

Takeaways

• On March 10, 2026, the U.S. Department of Justice (DOJ) implemented its first department-wide Corporate Enforcement and Voluntary Self-Disclosure Policy (CEP) for criminal matters, consolidating previously disparate policies across DOJ components. This unified framework applies to all corporate criminal matters except antitrust violations (15 U.S.C. §§ 1-38). All corporate resolutions under the CEP require approval from the Assistant Attorney General for the relevant Division and/or the U.S. Attorney for the relevant district, in coordination with the Office of the Deputy Attorney General.
• Under Part I of the CEP, a company may secure a declination from prosecution by meeting four requirements: (1) voluntary self-disclosure to the appropriate DOJ criminal component, (2) full cooperation with the investigation, (3) timely and appropriate remediation, and (4) absence of aggravating circumstances. The policy defines aggravating circumstances as factors related to the nature and seriousness of the offense, egregiousness or pervasiveness of misconduct, severity of harm, or corporate recidivism (specifically, a criminal resolution within the last five years or similar prior misconduct).
• If prosecutors issue a declination, the company must still disgorge profits and provide restitution to victims.
• All declinations issued under the program must be publicly disclosed.

Part I: Declinations

Companies can secure declinations through voluntary disclosure, weighed against aggravating circumstances, including:

• Nature and seriousness of the offense;
• Egregious or widespread misconduct;
• Severity of harm caused by the misconduct; and
• Corporate recidivism, including prior criminal resolution within five years or similar misconduct.

Importantly, prosecutors may still recommend a declination when aggravating factors are present by weighing the severity of those circumstances against the strength of the company’s voluntary self-disclosure, cooperation, and remediation efforts.

Part II: “Near-Miss” Self-Disclosure Category

The CEP introduces a significant “near-miss” category under Part II for companies that fully cooperate and timely remediate but fail to qualify for a Part I declination because either: (1) they self-reported in good faith but did not meet all voluntary self-disclosure requirements (for example, the government already knew about the misconduct), or (2) aggravating factors warrant a criminal resolution. This represents a major expansion of benefits for companies that act responsibly but miss the strict voluntary self-disclosure criteria. For qualifying companies without particularly egregious or multiple aggravating circumstances, the policy provides:

• A non-prosecution agreement lasting fewer than three years;
• No independent compliance monitor requirements; and
• Fine reductions of 50–75% from the low end of the U.S. Sentencing Guidelines range.

Part III: Prosecutorial Discretion in Other Corporate Resolutions

Where a company does not qualify for a declination or “near-miss” benefits, prosecutors retain discretion to determine:

• The form of resolution;
• The duration of agreements;
• Compliance obligations and monitoring requirements; and
• Monetary penalties.

Resolutions under Part III may include deferred prosecution agreements (DPAs), non-prosecution agreements (NPAs), or guilty pleas. The imposition of a compliance monitor remains discretionary in all Part III cases. When determining monetary penalties, prosecutors will consider the factors under U.S.S.G. § 8C2.8.

What Constitutes “Full Cooperation”?

The policy establishes detailed requirements for “full cooperation,” which is necessary for benefits under all three parts of the CEP. Key requirements include:

• Timely, truthful, and accurate disclosure of all relevant facts and non-privileged evidence, including attribution to specific sources rather than general narratives;
• Proactive cooperation, disclosing relevant facts even when not specifically asked;
• Timely preservation, collection, and disclosure of relevant documents, including overseas documents (with the burden on companies to establish any foreign law restrictions);
• De-confliction of witness interviews with DOJ’s investigation;
• Making officers, employees, and agents available for interviews, including former employees and overseas personnel where possible; and
• Providing rolling updates on internal investigations.

What Constitutes “Appropriate Remediation”?

The CEP requires companies to demonstrate timely and appropriate remediation through five key elements:

• Thorough root cause analysis and remediation addressing root causes;
• Implementation of an effective compliance and ethics program tailored to the company’s size, resources, and risks;
• Appropriate discipline of responsible employees, including those with supervisory authority;
• Appropriate retention of business records and prohibition of improper destruction, including implementing controls on ephemeral messaging platforms; and
• Additional measures demonstrating recognition of the misconduct’s seriousness and reducing repetition risk.

Conclusion

The new policy creates stronger incentives for companies to voluntarily disclose misconduct early and should increase predictability in DOJ enforcement outcomes.

Companies should take steps to position themselves for maximum benefit under the CEP by:

• Strengthening internal reporting mechanisms to detect misconduct early;
• Developing clear protocols for rapid internal investigation and voluntary disclosure decisions;
• Implementing robust document retention policies that address the policy’s new emphasis on ephemeral messaging and personal communications;
• Ensuring compliance programs meet the policy’s effectiveness criteria, including root cause analysis capabilities;
• Establishing procedures to identify all individuals involved in misconduct, regardless of position or seniority; and
• Training leadership on the critical 120-day window for self-disclosure after receiving a whistleblower report under the Corporate Whistleblower Awards Pilot Program.

Companies should also review their M&A due diligence procedures, as the policy incorporates the DOJ’s existing M&A policy for misconduct discovered in that context.

Appendix A – DOJ Corporate Enforcement Policy Summary Chart

	Eligibility Criteria	Resolution/Benefits	Financial/Compliance Obligations
Part I: Declination	Voluntary disclosure, full cooperation, and remediation; no aggravating factors	Declination	Pay disgorgement/forfeiture and restitution; publicly disclosed
Part II: Near-Miss	Cooperation and remediation; self-disclosure does not meet voluntary criteria; limited aggravating factors	Non-Prosecution Agreement (NPA) for less than 3 years; no compliance monitor; 50–75% fine reduction	Reduced fines; standard remediation obligations
Part III: Other Resolution	Ineligible for above, but company cooperates and remediates	NPA, Deferred Prosecution Agreement (DPA), or guilty plea at prosecutor discretion	Up to 50% fine reduction; compliance monitor optional; restitution/disgorgement as required