The Rollout of a Unified Corporate Enforcement Policy
On March 10, 2026 the Department of Justice (DOJ) rolled out what it called its “first-ever” Department-wide corporate enforcement policy for virtually all federal white-collar criminal matters. The department-wide Corporate Enforcement Policy (CEP) is certainly not all new, as it reaffirms past enforcement discretion principles based on disclosure, cooperation, and remediation. Yet, it applies more broadly to all types of white-collar cases (except antitrust matters subject to the Antitrust Division’s leniency policy). Stressing the goals to promote uniformity, predictability, transparency, and fairness, Deputy Attorney General Todd Blanche noted the CEP:
draws on decades of experience across the Department and creates incentives for companies to come forward and do the right thing when misconduct occurs so that we may hold accountable the individual wrongdoers. Well-intentioned businesses know that, across the Department, they will be rewarded when they self-disclose wrongdoing, cooperate with our investigations, and remediate the misconduct. But for those that do not, make no mistake — we will not hesitate to seek appropriate resolutions against companies and individuals alike that perpetrate white collar offenses that harm American interests.
Corporate voluntary disclosures enable the DOJ to pursue culpable individuals efficiently and deter white-collar crime without over-burdening American businesses. As noted below, absent aggravating circumstances, the DOJ will decline to prosecute a company that meets the policy’s leniency requirements.
The History: Past is Prologue
Despite the current fanfare, this is not all new. Since the late 1970s, the DOJ, , has operated on formal, memo‑driven corporate criminal enforcement frameworks developed over time. Since the late 1990s, these policies have identified factors for charging corporations, cooperation credit, and incentives for self‑disclosure. In 1999, Attorney General Eric Holder issued the “Bringing Criminal Charges Against Corporations” memorandum. The Holder Memo set out nine factors prosecutors should consider in charging corporations, including the nature and seriousness of the offense, history of misconduct, cooperation, compliance programs, and collateral consequences. In 2003, Attorney General Larry Thompson issued the Thompson Memo, “Principles of Federal Prosecution of Business Organizations,” which emphasized aggressive cooperation expectations (including waiver of the attorney‑client privilege and disfavor for reimbursement of employees’ legal fees) in assessment of corporate cooperation.
Corporate push-back that the DOJ unduly pressured companies to waive the privilege and cut off support for employees led to revisions in later memoranda (such as the McNulty and Filip Memos), which narrowed the role of privilege waivers and refined how cooperation and advancement of legal fees could be considered. These memos were consolidated into the Justice Manual (JM 9‑28.000 “Principles of Federal Prosecution of Business Organizations”), which codifies the charging factors and states that corporate resolutions generally should not release individuals from criminal liability.
The focus on individual accountability reemerged in the 2015 Memo issued by Deputy Attorney General Sally Yates. The Yates Memo more clearly tied cooperation credit to a disclosing company’s willingness to provide facts on individual misconduct. Next, in 2016 the DOJ initiated the Foreign Corrupt Practices Act Pilot Program, which implemented a presumption of declination for voluntary disclosers who fully cooperate and remediate the harm. The FCPA Pilot Program criteria were integrated into charging guidance in the DOJ Manual. In 2023, the DOJ issued a revised and broadened Corporate Enforcement Policy, which increased potential fine reductions, clarified a system of cooperation credit, and expanded the model beyond FCPA to other corporate criminal matters.
The DOJ announced other changes to its enforcement policies, including consideration of a company’s full history of misconduct, tying cooperation credit to speedy disclosure of all relevant facts about individuals, and placing more emphasis on strong compliance programs and compensation structures that penalize misconduct. Prior to this new CEP, recent DOJ speeches and guidance confirmed these enforcement principles.
What’s Different?
The new CEP offers a standardized framework of incentives for potential disposition of all corporate criminal cases. Previously, corporate enforcement and voluntary disclosure statements applied only to DOJ Criminal Division matters, and local U.S. Attorneys’ offices and other divisions had a patchwork of other frameworks.
Pre-2025 policy statements differed by subject matter and often provided more discretion on when declinations or fine reductions would be available, even after self‑disclosure, cooperation, and remediation. The new CEP states that, absent limited aggravating circumstances, companies that voluntarily self‑disclose, fully cooperate, and timely remediate will receive a declination. And this rule will apply across all DOJ Departments (except Antitrust), not just in FCPA or Criminal Division cases.
Prior guidance (including the May 2025 memo and revised CEP) emphasized more predictable cooperation credit and a more limited, cost‑conscious approach to monitorships, anchored primarily in the Criminal Division’s policies and speeches. The new CEP elevates these considerations into a department‑wide standard for all cases—explicitly promoting “uniformity, predictability, and fairness” in charging and resolution decisions, using monitorships “only where warranted,” with DOJ oversight to keep scope and cost proportionate to the harm involved.
How to Achieve the Benefits of the New CEP
First, voluntary disclosures must qualify as truly voluntary. The DOJ encourages voluntary self-disclosure as early as possible, even if a company has not yet completed an internal investigation of potential wrongdoing. Consistent with prior policies, the Department defines a self-disclosure as voluntary when:
1. The company makes a good faith disclosure of the misconduct to the appropriate Department component.
2. The misconduct is not previously known to the DOJ.
3. The company had no pre-existing obligation to disclose the misconduct to the Government.
4. The voluntary disclosure occurs “prior to an imminent threat of disclosure or government investigation,” U.S.S.G. § 8C2.5(g)(l).
5. The company establishes it disclosed the conduct to the Department within a reasonably prompt time after becoming aware of the misconduct.
There is a notable exception for the Corporate Whistleblower Awards Pilot Program. If a whistleblower makes both an internal report to a company and a whistleblower submission to the Department, the company will still qualify for a declination under the CEP—even if the whistleblower submits to the Department before the company self discloses—provided that the company: (1) self-reports the conduct to the Department as soon as reasonably practicable but no later than 120 days after receiving the whistleblower’s internal report; and (2) meets the other requirements for voluntary self-disclosure and a declination under the policy.
Under Part I the CEP expressly provides that declination of criminal investigation and charges may be available if a Company:
- Voluntarily self-discloses the misconduct to an appropriate DOJ department or division.
- Fully cooperates with the Department’s investigation.
- Timely and appropriately remediates the misconduct.
- Shows 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.
- Pays all required disgorgement/forfeiture/fines as well as restitution or victim compensation payments resulting from the misconduct.
- Agrees that the declination will be made public.
Aggravating circumstances involve criminal adjudication or resolution either within the last five years or otherwise based on similar misconduct by the entity engaged in the current misconduct.
If aggravating circumstances exist, prosecutors still have discretion to recommend a CEP declination based on weighing the severity of those circumstances and the company’s voluntary self-disclosure, cooperation, and remediation. As part of the CEP declination, the company will be required to pay all disgorgement/forfeiture as well as restitution/victim compensation payments resulting from the misconduct at issue. All declinations under the CEP will be made public.
Under Part II, a company may still achieve more palatable consequences for so-called “Near Miss” Voluntary Self-Disclosures. Accordingly, if a company fully cooperated and appropriately remediated but is ineligible for a declination under Part I solely because (1) it acted in good faith by self-reporting the misconduct, although the disclosure did not qualify as voluntary self-disclosure, and/or (2) it had aggravating factors that warrant a criminal resolution, the Department will:
1. Provide a Non-Prosecution Agreement (NPA), absent egregious or multiple aggravating circumstances.
2. Allow a term length of fewer than three years.
3. Not require an independent compliance monitor.
4. Provide a reduction of at least 50% but not more than 75% off the low end of the U.S Sentencing Guidelines fine range.
Under Part III, when a company is not otherwise eligible under Part I or Part II of the CEP, prosecutors may exercise discretion to determine the appropriate resolution including form, term length, compliance obligations, and monetary penalty. With respect to the monetary penalty, the company will not receive and the DOJ will not recommend a reduction of more than 50% of the fine under the Guidelines. Notably, there will be a presumption that any reduction will be taken from the low end of the Guidelines range if a company fully cooperates and timely and effectively remediates the violation.
Looking Ahead
While this is likely not the last iteration of DOJ enforcement policy, the CEP provides real benefits to companies that disclose discovered misconduct voluntarily, cooperate with DOJ investigations, and timely and appropriately remediate the wrongdoing. The CEP also provides predictability for counsel and their clients as to the DOJ’s current approach to virtually all corporate criminal cases by superseding all prior divergent DOJ or local corporate enforcement policies. Negotiating the outcome under the CEP still requires deft strategy, effective advocacy, and robust compliance to secure the best outcome.