Corporate Voluntary Self-Disclosure For The Southern District Of New York

On February 24, 2026, the U.S. Attorney’s Office for the Southern District of New York (SDNY) announced a new corporate self-disclosure program (SDNY program) specific to the district that outlined a path for companies to receive conditional declinations of financial fraud prosecutions within weeks of disclosing misconduct.

Just weeks later, on March 10, 2026, the Department of Justice (DOJ) announced a departmentwide corporate enforcement policy (CEP) that also provides a path to declination but that differs from the SDNY program in key ways. The DOJ’s declaration that the policy would supersede all component or U.S. Attorney’s Office-specific corporate enforcement policies raised questions as to whether the SDNY program would remain intact.

On March 31, 2026, Andrea Griswold, co-head of Skadden’s White Collar Defense and Investigations Group in the Americas, led a webinar with Nicolas Roos, co-chief of SDNY’s Securities and Commodities Fraud Unit, to address the interaction between these two policies and the practical implications of each. The discussion highlighted that the DOJ CEP was the first of its kind particularly because of its departmentwide coverage. The discussion also focused on a critical takeaway, namely that key features of SDNY’s program remain intact.

1. The SDNY program promises prompt conditional declination for qualifying self-reports of financial fraud.

(a) Removes tripwires for companies that voluntarily report misconduct by promising a conditional declination letter within two to three weeks of the company’s disclosure and full cooperation.

(b) Provides companies the opportunity to pair disclosure of misconduct to shareholders and other constituents at roughly the same time as a conditional declination letter, presenting both the problem and the resolution simultaneously.

(c) Unlike a nonprosecution agreement, the declination under the SDNY program does not require a statement of fact or factual admissions, fines, forfeiture, monitoring or supervision period, or filing of a governing instrument.

2. The SDNY program applies only to financial fraud offenses.

(a) To qualify, the conduct must involve an alleged violation of securities or commodities laws or other corporate financial fraud.

(b) SDNY will follow the DOJ CEP for other crimes, such as foreign corruption or money laundering offenses.

3. For companies weighing whether to self-report to SDNY, that office invites counsel to engage in no-name discussions of alleged wrongdoing without jeopardizing eligibility for a conditional declination.

(a) Preliminary conversations are important: The goal is for companies to investigate individual wrongdoers and report them.

(b) While companies are not required to complete an internal investigation before self-reporting, the SDNY program does not penalize those that do so in a timely manner before disclosing.

(c) A company that receives a subpoena while conducting an internal investigation it intended to self-report may still qualify for a conditional declination, provided its intent to self-disclose is clear.

(d) The SDNY program remains consistent with the DOJ CEP as the departmentwide policy equips prosecutors with the discretion to provide a presumptive declination when assessing a company’s voluntary self-disclosure, cooperation and remediation.

4. The SDNY program excludes the aggravating circumstances that the DOJ CEP leaves to attorneys’ discretion in determining whether a company qualifies for a declination.

(a) SDNY will not consider the involvement of senior officers or past criminal misconduct as aggravating factors that could disqualify a company under the DOJ CEP, though it will take these factors into account in assessing a company’s remediation efforts.

5. In two months, the program has already received two self-reports.

(a) Given that SDNY has received more self-reports under the new program than all self-reports made last year, we can expect more to come as the office confirms that the policy remains alive despite its differences with the DOJ CEP.

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