On March 10, 2026, the U.S. Department of Justice (“DOJ”) announced a department-wide corporate enforcement policy (“CEP”) for all criminal matters. Under the CEP, companies that self-report misconduct to DOJ may avoid charges entirely or pay significantly reduced penalties. The CEP also continues DOJ’s move away from imposing corporate monitorships, clarifying that DOJ will not require monitorships for companies that self-report misconduct and fully cooperate.

The CEP modifies and expands upon a similar program the Criminal Division announced in May 2025. The CEP, however, supersedes “all component-specific or U.S. Attorney’s Office-specific corporate enforcement policies currently in effect,” including the Southern District of New York’s recently announced Corporate Enforcement and Voluntary Self-Disclosure And Cooperation Program, creating the “first-ever” department-wide corporate enforcement policy of its kind.

CORPORATE ENFORCEMENT POLICY

Like the 2025 Criminal Division program, the CEP outlines three paths that companies can take in a criminal investigation.

• Part I Path: DOJ will decline to prosecute a company if the company (i) voluntarily self-discloses misconduct, (ii) fully cooperates with an investigation, including providing relevant facts about all individuals involved in or responsible for the misconduct, proactively preserving and producing relevant documents and information wherever located, and making employees available for interviews, (iii) timely and appropriately remediates the misconduct, and (iv) “[t]here 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.” To receive a declination under the Part I path, companies must pay all disgorgement/forfeiture as well as restitution/victim compensation payments resulting from the misconduct.

• A voluntary self-disclosure requires (i) a good faith disclosure to the appropriate DOJ component where (ii) the misconduct is not previously known to DOJ, (iii) the company had no preexisting obligation to disclose to DOJ, (iv) the voluntary disclosure occurs before an imminent threat of disclosure or government investigation, and (v) the company discloses misconduct reasonably promptly after becoming aware of it.

• Aggravating circumstances may not always bar a Part I path declination as “prosecutors retain the discretion” to recommend a CEP declination after “weighing the severity of those circumstances and the company’s voluntary self-disclosure, cooperation and remediation.”

• A company that voluntarily self-discloses can qualify for a declination even if a whistleblower first reported the misconduct, so long as the company self-reports within a reasonable timeframe—but not more than 120 days—after the whistleblower.

• Part II Path: When a company self-reports and fully cooperates but the self-report falls outside the “voluntary self-disclosure” definition or where there are “aggravating factors warrant[ing] criminal resolution,” DOJ will (i) provide a non-prosecution agreement with a term length of under three years, (ii) not require an independent compliance monitor, and (iii) recommend a reduction of between 50–75% below the Sentencing Guidelines fine range.

• For example, if a self-report is a “near miss”—meaning DOJ was previously aware of the misconduct—it will not be considered a “voluntary self-disclosure” and the company will be ineligible for a Part I declination. However, the company may qualify for other benefits—like a non-prosecution agreement—under the Part II path.

• Part III Path: For companies that do not take the Part I or II paths, DOJ retains “discretion to determine the appropriate resolution[,] including form, term length, compliance obligations, and monetary penalty.” For companies on the Part III path that are investigated and ultimately cooperate, DOJ may recommend a reduction of up to 50% of the Guidelines fine range.

• Non-Part I Declinations: A footnote suggests companies that do not self-report are still eligible for declination under other DOJ policies, allowing companies on either the Part II or III paths to avoid charges.

NOTEWORTHY CHANGES FROM 2025 CRIMINAL DIVISION PROGRAM

• “[T]o minimize uncertainty,” the CEP encourages prosecutors to inform self-reporting companies of eligibility for benefits “as soon as practicable.”

• For self-reporting, cooperating companies that do not qualify for a declination on the Part I path, prosecutors have discretion on the Part II path to recommend a smaller Sentencing Guidelines fine reduction than under the May 2025 Criminal Division program. Under that program, prosecutors were required to recommend a 75% reduction below the Guidelines fine range. Now, under the CEP, prosecutors can recommend a 50–75% reduction.

• The CEP clarifies that “disclosure must be made to the appropriate” DOJ component and that “[d]isclosures made only to federal regulatory agencies, state, and local governments, or civil enforcement agencies generally do not qualify.” However, “good faith” disclosures to such entities “may qualify if appropriate under the circumstances.”

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