DOJ Issues Unified Corporate Enforcement Policy

On March 10, 2026, the Department of Justice announced the implementation of the first-ever Department-wide Corporate Enforcement and Self-Disclosure Policy (CEP) for corporate criminal matters, including the Criminal Division, the National Security Division, the Civil Division (with the Criminal Division, part of the Trade Fraud Task Force). And while the policy is newly applied across the entire Department, the substance largely mirrors the Criminal Division’s most recent Corporate Enforcement Policy, updated in May 2025.

See our September 4, 2025 and December 3, 2025 LawFlashes for more background on the Trade Fraud Task Force.

OVERVIEW OF THE CEP

Stemming from a desire to “incentivize responsible corporate behavior,” the CEP offers incentives to companies that self-report misconduct. As in the Criminal Division’s most recent policy, the CEP requires four factors to be met for the Department to decline to prosecute a company for criminal conduct:

1. The company voluntarily self-disclosed the misconduct to an appropriate Department criminal component;
2. The company fully cooperated with the Department’s investigation;
3. The company timely and appropriately remediated the misconduct; and
4. There are no aggravating circumstances related to the nature and seriousness of the offense, egregiousness or pervasiveness of the misconduct within the company, severity of harm caused by the misconduct, or corporate recidivism, specifically, a criminal adjudication or resolution either within the last five years or otherwise based on similar misconduct by the entity engaged in the current misconduct. [1]

If a company meets the first three factors, but there are aggravating circumstances, prosectors may still use discretion to recommend a CEP declination.

As did the prior Criminal Division policy, the new CEP includes an appendix with definitions of “voluntary self-disclosure,” “full cooperation,” and “timely and appropriate remediation,” and includes commentary on “providing cooperation credit.”

Also consistent with the Criminal Division’s May 2025 policy, if a company fully cooperates and appropriately remediates but is nevertheless ineligible for a declination due to either a self-disclosure that did not qualify as voluntary or aggravating factors warranting a criminal resolution, the Department will still:

1. Provide a Non-Prosecution Agreement (absent extreme circumstances);
2. Shorten the term length to fewer than three years;
3. Eliminate the need for an independent compliance monitor; and
4. Provide a reduction of at a minimum 50%, but no more than 75%, off the low end of the fine range for the US Sentencing Guidelines (USSG.). [2]

The Department refers to this as “Near Miss” Voluntary Self-Disclosures or Aggravating Factors Warranting Resolutions. In all other cases, prosecutors retain discretion to find the appropriate resolution and are still able to reduce the monetary penalty to no more than 50% off the USSG fine. Prosecutors are expected to consider the factors under USSG §8C2.8, which determines relative culpability for business organizations, in deciding the monetary penalty.

DIFFERENCES BETWEEN THE CRIMINAL DIVISION POLICY AND THE CEP

1. The new CEP, unlike the Criminal Division’s policy, applies to all criminal matters handled by the Department (except for antitrust violations under 15 USC §§ 1-38, which remain subject to the Antitrust Division’s unique policies).
2. Under the Criminal Division’s policy, Near Miss situations led to a reduction of 75% off the low end of the USSG fine range. The CEP’s Near Miss policy provides for a reduction of at least 50% but not more than 75% off the fine range.
3. The CEP explicitly states that disclosures made only to federal regulatory agencies, state and local governments, or civil enforcement agencies, and not to the appropriate Department criminal component generally will not qualify for declinations. However, under appropriate circumstances, good faith disclosures to those entities may still count.

CEP KEY TAKEAWAYS

The CEP is promoting consistency and leveling the playing field among DOJ divisions and field offices that handle corporate criminal matters. However, only disclosures to criminal components of DOJ will trigger forgiving disclosure policies. Accordingly, disclosures to regulatory agencies such as the SEC, civil-centered components of DOJ that focus on areas such as False Claims Act enforcement, or relevant authorities under the Federal Acquisition Regulations (FAR) or similar requirements, will not count under the CEP.

Other takeaways include:

• The Department is looking to encourage early self-disclosure but expects comprehensive cooperation from companies hoping to take advantage of the new policy.
• All declinations under the policy will be made public in an effort to promote transparency and consistency in enforcement.
• The CEP, with a few exceptions, is a Department-wide version of the Criminal Division’s May 2025 CEP.
• Prior component and US Attorney’s Office specific guidance will be superseded by the new CEP.
• Companies hoping to self-report antitrust violations under 15 USC §§ 1-38 will not be eligible for declinations under the CEP.

HOW WE CAN HELP

The CEP is directly relevant to corporate leadership, compliance officers, and in-house counsel seeking clarity on enforcement expectations and potential benefits for voluntary disclosure. Our white collar practice advises companies across numerous industries facing government investigations. Our team stands ready to help clients understand the new guidelines and assist in all aspects of an investigation.