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Highlights
- The Department of Justice (DOJ)’s new policy establishes a framework for resolving corporate criminal matters and formalizes incentives for companies that voluntarily self-disclose misconduct.
- Companies that voluntarily self-disclose, fully cooperate, and timely remediate misconduct may receive a declination, with the DOJ focusing enforcement on individual wrongdoers rather than the company.
- The policy creates distinct paths for full voluntary self-disclosure resulting in potential declination; “near miss” disclosures or cases with aggravating factors that may lead to NPAs and reduced penalties; and other cases where prosecutors retain broader discretion and penalties may be higher.
On March 11, 2026, the DOJ released its “first-ever” Corporate Enforcement and Voluntary Self-Disclosure Policy (CEP). The CEP applies to all corporate criminal matters the DOJ handles. While the CEP itself is novel, the policy promotes familiar DOJ messaging: self-disclose early and often.
The CEP outlines a clear self-disclosure path for companies to follow to earn the policy’s ultimate incentive: the DOJ will decline to prosecute a company for disclosed misconduct and will instead pursue individual wrongdoers. U.S. Deputy Attorney General Todd Blanche explained the CEP “creates incentives for companies to come forward and do the right thing when misconduct occurs so that we may hold accountable individual wrongdoers.”
Importantly, the CEP strongly discourages delaying self-disclosure, non-disclosure, and non-cooperation following self-disclosure. Blanche offered a warning to companies that do not take advantage of voluntary self-disclosure option: “[M]ake no mistake – we will not hesitate to seek appropriate resolutions against companies . . . that perpetrate white collar offenses that harm American interests.” Under Part I of the CEP, even if there are no aggravating circumstances, the CEP’s declination incentive is only available to a company when the company:
- “voluntarily self-disclosed the misconduct to an appropriate Department criminal component”;
- “fully cooperated with the Department’s investigation”; and
- “timely and appropriately remediated the misconduct.”
If a company fails to meet the CEP Part I standards, or if there are aggravating factors, Part II and Part III of the CEP prescribe resolutions that take declination of the table.
Part II of the CEP addresses “‘Near Miss’ Voluntary Self-Disclosures or Aggravating Factors Warranting Resolutions.” A company’s response to misconduct will fit under Part II if “it acted in good faith by self-reporting the misconduct but that self-reporting did not qualify as a voluntary self-disclosure . . . and/or (2) it had aggravating factors that warrant a criminal resolution.” In these instances, the DOJ will:
- “Provide a Non-Prosecution Agreement (NPA) – absent particularly egregious or multiple aggravating circumstances”;
- “Allow a term length of fewer than three years”;
- “Not require an independent compliance monitor”; and
- “Provide a reduction of at least 50% but not more than 75% off the low end of the U.S. Sentencing Guidelines (U.S.S.G.) fine range.”
Part III of the CEP addresses “Resolutions in Other Cases,” which applies when “a company is not eligible for Part I or Part II.” Here, “prosecutors maintain discretion to determine the appropriate resolution including form, term length, compliance obligations, and monetary penalty.” Additionally, the DOJ will not recommend a monetary penalty reduction “more than 50% off the fine reduction under the U.S.S.G.”
Appendix A of the CEP contains a flow chart that outlines the “Part I Declination Path,” the “Part II Path”, and the “Part III Path.” Appendix B contains important definitions, notes, and comments to interpret the CEP, including the definition for “Voluntary Self-Disclosure.”
DOJ released the CEP with the goal of “promoting uniformity, predictability, and fairness in how it pursues white-collar cases to protect the American people.” The CEP defines three distinct paths that, in theory, provide uniformity and predictability to companies facing difficult decisions surrounding self-disclosure. However, the CEP acknowledges, “[n]othing in the CEP is intended to prohibit the exercise of prosecutorial discretion to decline prosecution . . ..”, and it is too soon to tell how the CEP will work in practice.
In light of this new guidance, companies should continue to invest in and develop strong compliance programs to identify misconduct early and seriously consider self-disclosure any time they uncover misconduct. As ever, timely and thorough internal investigations will be crucial in identifying individual wrongdoers, who will remain in the DOJ spotlight, even after self-disclosure.
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