New Corporate Enforcement and Voluntary Self-Disclosure Policy (CEP) largely extends the May 2025 Criminal Division CEP to the entire U.S. Department of Justice (DOJ), replacing existing component-specific and individual United States Attorney’s Office (USAO) policies.
Key Takeaways Companies Should Consider When Contemplating a Disclosure
- DOJ’s March 2026 CEP creates a single department-wide framework for nearly all corporate criminal matters.
- In announcing the policy, DOJ said that the CEP supersedes all component-specific and U.S. Attorney’s Office-specific corporate enforcement policies currently in effect.
- The March 2026 CEP adopts the three-part structure of the May 2025 Criminal Division CEP, outlining the circumstances where a voluntary self-disclosure (VSD) will result in declination, non-prosecution agreement (NPA), or a remedy within the prosecutor’s discretion.
- However, the new policy permits some regulator-first/state/local/civil-only disclosures and offers a 50%–75% penalty reduction rather than a fixed 75% reduction for “near miss” self-disclosures.
- Cooperation and remediation expectations remain demanding, including rolling updates, source attribution, overseas evidence production, de-confliction, root-cause analysis, discipline, and controls over personal and ephemeral messaging.
Overview and Scope of the CEP
On March 10, 2026, DOJ released its first department-wide Corporate Enforcement and Voluntary Self-Disclosure Policy for corporate criminal matters. DOJ states the policy intends to promote uniformity, predictability, and fairness. The CEP applies broadly to all corporate criminal matters handled by the Department, except antitrust cases under 15 U.S.C. §§ 1–38.
The most important feature of DOJ’s March 2026 CEP is not that it invents a new corporate-enforcement model, but that it extends the Criminal Division’s May 2025 framework across nearly all DOJ corporate criminal matters. In announcing the policy, DOJ said the new CEP supersedes component-specific and USAO-specific corporate enforcement policies currently in effect. The policy therefore creates a single department-wide framework for VSD, cooperation, remediation, and resolution, while leaving several important issues—including disclosure routing and credit calculations—to prosecutorial discretion.
Implications for Environmental and Disclosure Practices
For environmental matters, the shift may be particularly significant. Under DOJ’s Environment and Natural Resources Division’s (ENRD) March 2024 policy, a qualifying disclosure had to be made directly to the Environmental Crimes Section (ECS) or the relevant USAO; regulator-only disclosures were insufficient, though they could still support leniency if followed promptly by disclosure to ECS. The new department-wide CEP instead says such disclosures generally do not qualify but may qualify in appropriate circumstances. Companies facing parallel regulatory and criminal exposure should therefore revisit who makes disclosure-routing decisions and when.
Policy Objectives and Governance
In an introductory section of the CEP, DOJ states that the purpose of the new policy is to:
- drive early, voluntary self-disclosure of criminal conduct;
- promote timely and effective enforcement of criminal laws, including holding culpable individuals accountable;
- reduce harm;
- facilitate prompt remedial action;
- help ensure consistency across DOJ; and
- transparently describe DOJ’s policies and decision-making.
DOJ has now extended Criminal Division-style approval governance across the Department, requiring sign-off by the relevant Assistant Attorney General and/or U.S. Attorney, in coordination with the Office of the Deputy Attorney General, for any proposed resolution under the new policy. The policy also instructs prosecutors to endeavor to determine Part I and Part II eligibility (as described below) early and, where appropriate, inform the company “as soon as practicable.”
Voluntary Self-Disclosure Framework and Outcomes
When it comes to the actual procedures and policies of a VSD, the March 2026 CEP adopts a three-part structure that closely resembles the May 2025 Criminal Division CEP. The result of a self-disclosure under the March 2026 CEP ranges from declination to diminished penalties, depending on the facts of the case and disclosure.
Part I – Declination: DOJ will decline to prosecute where a company self-discloses misconduct, fully cooperates with the Department’s investigation into the self-disclosure, timely and appropriately remediates the misconduct, and there are no aggravating circumstances. However, the company will be required to pay disgorgement and forfeiture costs, as well as restitution and victim compensation. Like the 2025 Criminal Division policy, declinations pursuant to the CEP will be made public.
Part II – “Near Miss” Self-Disclosures: A company can still obtain a benefit from self-disclosure even if it does not qualify under Part 1. Even where a company fully cooperates and timely and appropriately addresses misconduct, the company may not qualify for declination under Part I because 1) the self-disclosure does not qualify under Appendix B of the March 2026 CEP or 2) there are aggravating factors. In such a case, unless there are egregious or multiple aggravating circumstances, DOJ shall 1) provide a NPA, 2) allow a term length of fewer than three years, 3) not require an independent compliance monitor, and 4) provide a 50–75% penalty reduction off the low end of the U.S. Sentencing Guidelines (U.S.S.G.).
Part III – Resolutions in Other Cases: Even if a company’s self-disclosure does not qualify under Parts I or II, prosecutors maintain discretion to determine resolutions with respect for form, term length, compliance obligations, and monetary penalty. However, monetary penalties are restricted to no more than a 50% discount off the fine under the U.S.S.G., with prosecutors retaining discretion to determine the appropriate percentage reduction. There is a presumption that this percentage will be taken from the low end of the U.S.S.G.
Note that the new CEP does not mention Deferred Prosecution Agreements (DPAs) as distinct resolutions from NPAs. It is unclear whether DOJ intends to execute DPAs to resolve future matters, which generally require that charges first be filed, or whether the DOJ now prefers NPAs, which do not.
Whistleblower Timing, Expanded Disclosures, and Ongoing Expectations
In a further DOJ-wide extension of the existing whistleblower exception, the new policy emphasizes the speed with which a company must act upon receiving a whistleblower report to submit a report to DOJ under the CEP. In such an event, the company must self-report the conduct to DOJ “as soon as reasonably practicable” and no later than 120 days after receiving the whistleblower’s internal report, “even when a company has not yet completed an internal investigation, if it chooses to conduct one,” in addition to meeting other CEP requirements.
Compared to the preexisting Criminal Division CEP, the March 2026 CEP broadens the scope of whom a disclosure may be made to, stating that good-faith disclosures to federal regulators, state or local governments, or civil enforcement agencies may qualify “if appropriate under the circumstances,” as determined on a case-by-case basis. This is a potentially valuable expansion of the policy that could allow companies to benefit from VSDs to regulators where they do not initially perceive potential criminal liability.
Practically, companies evaluating self-disclosure should assume DOJ will continue to expect early escalation, rolling factual updates, source attribution, preservation and production of overseas evidence, disciplined de-confliction, root-cause analysis, and controls over personal and ephemeral messaging. The new policy may make the framework more uniform across DOJ, but it does not make qualifying for credit materially easier.
Chris Bolte contributed to this article
