On March 10, 2026, the Department of Justice (DOJ) released the first-ever department-wide Corporate Enforcement Policy (CEP) for non-antitrust corporate criminal matters. Historically, DOJ components maintained individual corporate enforcement and voluntary self-disclosure policies. Now, the policy aims to be centralized and uniform.
This new policy supersedes prior DOJ guidance from May 2025 and all existing corporate enforcement policies from U.S. Attorney’s Offices around the country, including the Southern District of New York’s (SDNY) policy released two weeks earlier.
The CEP, by its terms, sets the standard across the nation for all corporate criminal matters prosecuted by all divisions of the DOJ. The CEP establishes a three-part framework for assessing self-disclosures, with decreasing benefits for corporations.
In Part I, the CEP sets forth four factors, the satisfaction of which will result in a declination of criminal charges against a corporate entity: (1) voluntary self-disclosure to a DOJ component; (2) full cooperation with the DOJ’s investigation; (3) timely and appropriate remediation; and (4) the absence of aggravating circumstances. Notwithstanding a declination pursuant to this policy, the company will be required to pay disgorgement, forfeiture, and restitution to victims. All CEP declinations will be made public.
When a company does not qualify for a declination pursuant to the four factors noted above, the CEP sets forth additional incentives to encourage voluntary self-disclosures even in these “near miss” scenarios. Specifically, in Part II, a company that fails to meet the technical qualification of a voluntary self-disclosure notwithstanding a good-faith effort to self-disclose may still be eligible for leniency so long as it cooperates fully and timely and appropriately remediates. In addition, notwithstanding the presence of aggravating factors that warrant a criminal resolution, a company that fully cooperates and fulsomely remediates may likewise remain eligible for leniency. In either or both scenarios, the DOJ will: (1) provide a non-prosecution agreement absent egregious or multiple aggravating factors; (2) allow a term length of fewer than three years; (3) forgo the requirement of an independent compliance monitor; and (4) reduce the applicable fine by between 50 percent and 75 percent off the low end of the advisory sentencing guidelines fine range.
A company that does not qualify for declination pursuant to Part I of the CEP or delineated leniency pursuant to Part II of the CEP may still present mitigation. Prosecutors maintain discretion to determine the appropriate resolution but may not recommend a reduction of more than 50 percent off the advisory sentencing guidelines fine range.
Key Takeaways
- The DOJ continues to encourage prompt self-disclosure and has enumerated several types of good-faith disclosures that broaden the universe of those that may qualify for leniency.
- In contrast to the recently announced—and now superseded—SDNY policy, which minimized the disqualifying impact of aggravating factors, the CEP expands certain aggravating factors, including the characterization of corporate recidivism, and reaffirms that their presence will likely disqualify a company from a declination of criminal charges.
- The now superseded May 2025 policy provided for a 75 percent reduction in penalties for near-miss disclosures, but the CEP now provides for potentially less relief, with the current reduction ranging from 50 percent to 75 percent.
- The CEP’s Appendix B provides specific, detailed, and demanding definitions of voluntary self-disclosure and full cooperation. Companies should evaluate their compliance programs and internal reporting systems against these now-uniform definitions.
Given the benefits outlined in the CEP and the strict adherence necessary to obtain a declination, companies should promptly gather facts and weigh options pertaining to self-disclosures. McCarter & English’s Government Investigations & White Collar Defense team can help guide your company through the CEP process and conduct a compliance review or an internal investigation to evaluate criminal exposure and whether your company meets the requirements necessary to obtain benefits pursuant to the CEP.