On March 10, 2026, the Department of Justice (DOJ) released its first department-wide corporate enforcement and voluntary self-disclosure policy (CEP) governing all criminal matters (except for antitrust matters, which are governed by the Antitrust Division’s longstanding Corporate Leniency Program and separate whistleblower program). In announcing the CEP, DOJ explained that the policy is designed to “incentivize responsible corporate behavior, encourage companies to invest in effective compliance programs, voluntarily self-report potential misconduct, meaningfully cooperate with law enforcement, and make good-faith efforts to rectify wrongdoing.” The CEP is intended to standardize corporate cooperation across all litigating units within DOJ to promote and reward early disclosure of potential wrongdoing by minimizing the uncertainty around those disclosures. The new CEP also seeks to promote predictability for companies contemplating whether to cooperate in connection with a criminal investigation.
The CEP contains a three-part framework for assessing self-disclosures. Each part outlines potential outcomes — such as declinations, non-prosecution agreements, or other resolutions — that tie to the factors outlined in each part.
Policy Overview
Part I – Declination Under the CEP: The DOJ will presumptively decline prosecution where a company meets the following criteria:
- Voluntarily self-discloses misconduct (“as soon as reasonably practicable”) to an “appropriate” DOJ criminal component;
- Fully cooperate with DOJ’s investigation into that conduct;
- Timely and appropriately remediates the disclosed misconduct; and
- There are no aggravating circumstances, as further described below.
Notably, even if the DOJ provides a declination under this section of the CEP, companies must pay all disgorgement/forfeiture and/or restitution/victim compensation resulting from the disclosed conduct.
When aggravating circumstances are present, the presumptive declination may not apply, but prosecutors still have discretion to recommend declination if the company’s timely self-disclosure, full cooperation, and meaningful remediation outweigh the severity of the aggravating circumstances. Under the CEP, aggravating circumstances include the nature and seriousness of the offense, the pervasiveness of the misconduct, and the severity of harm caused by the misconduct, as well as any recidivism on the company’s part. All declinations under the CEP will be made public.
A voluntary self-disclosure only qualifies for Part I of the CEP if the DOJ did not already know (or was about to learn about) the disclosed conduct, it was a required disclosure, or the company took too long to disclose the conduct. In those circumstances, or where there are aggravating circumstances, the CEP still provides some benefits for early disclosure.
Part II – “Near Miss” Voluntary Self-Disclosures or Aggravating Factors Warranting Resolutions: A company that self-discloses in good faith but either has aggravating factors or does not fully comply with the DOJ’s self-disclosure requirements is eligible for a “Near Miss” resolution. Companies must also fully cooperate and timely remediate misconduct.
In this context, a company will receive a Non-Prosecution Agreement with a term length of fewer than three years and a 50-75% reduction off the low end of the fine set by the United States Sentencing Guidelines fine range. Also, no independent compliance monitor will be required.
Part III – Resolutions in Other Cases: Where a company is not eligible for Part I or Part II, prosecutors retain discretion as to the ultimate resolution of the misconduct, including the form of resolution, term length, compliance obligations, and monetary penalties. Prosecutors may not recommend more than a 50% reduction off the fine set by the United States Sentencing Guidelines. There is a presumption that the reduction will be taken from the low end of the Guidelines range for companies that fully cooperate and timely and appropriately remediate.
Key Takeaways from the CEP
- The CEP leaves open several questions, including how penalties and restitution amounts will be determined, and by whom; what constitutes a “near miss”; and how much remediation is sufficient to qualify. However, the CEP is a significant step toward greater consistency across U.S. Attorney offices, a clear signal that cooperation will be credited.
- The CEP rewards companies that detect and disclose criminal misconduct early through effective compliance programs.
- The most significant benefits will go to those companies that invest in compliance and actively monitor their compliance programs to detect and address potential wrongdoing as early as possible.
- These factors are especially important because companies need to promptly launch an internal investigation into any potential misconduct given that the CEP requires voluntary disclosure “as soon as reasonably practicable or within 120 days.”
- Companies should work with experienced counsel to determine whether to self-disclose under the CEP.
