DOJ Announces New Corporate Enforcement Policy With Broader Reach

On March 10, 2026, DOJ released the first-ever Department-wide CEP for "all corporate criminal matters handled by the Department," aside from antitrust violations under 15 U.S.C. §§ 1-38, which remain subject to the Antitrust Division's leniency program. According to DOJ, the CEP is designed to: "(1) drive early, voluntary self-disclosure of criminal conduct; (2) promote timely and effective enforcement of criminal laws, including holding culpable individuals accountable; (3) reduce harm; (4) facilitate prompt remedial action, including requiring companies to compensate victims and address corporate deficiencies; (5) help ensure consistency across the Department; and (6) transparently describe the Department's policies and decisionmaking."

The CEP Explained

Part I – Declination. Under the new CEP, companies that voluntarily self-disclose misconduct to DOJ, fully cooperate with DOJ, timely and fully remediate the misconduct, and present no aggravating circumstances will receive a declination of prosecution. A disclosure is considered voluntary as long as:

• It is made in good faith to the appropriate DOJ component;
• The misconduct was not previously known to DOJ;
• The company had no preexisting obligation to disclose the misconduct to DOJ;
• The disclosure occurs "prior to an imminent threat of disclosure or government investigation"; and
• The company made its disclosure within a reasonably prompt time after becoming aware of the misconduct, with the burden being on the company to demonstrate timeliness.

The CEP addresses situations in which a whistleblower reports corporate misconduct both to the company and DOJ. In such cases, the company will qualify for a declination only if it: (i) self-reports the conduct to DOJ as soon as reasonably practicable but no later than 120 days after receiving the whistleblower report (even if the whistleblower reports to DOJ before the company does); and (ii) meets the other requirements for voluntary self-disclosure and a declination under the policy.

For purposes of determining whether aggravating circumstances are present, DOJ prosecutors will consider "the nature and seriousness of the offense," the "egregiousness or pervasiveness of the misconduct within the company," the "severity of harm caused by the misconduct," and whether the company is a recidivist—specifically, whether the company was the subject of "a criminal adjudication or resolution either within the last five years or otherwise based on similar misconduct." If aggravating circumstances are present, the CEP gives prosecutors discretion to nonetheless recommend a declination based on weighing the severity of those circumstances against the company's voluntary self-disclosure, cooperation, and remediation. A company that receives a declination despite the presence of aggravating circumstances is required to pay all disgorgement/forfeiture and to compensate any victims for losses resulting from the misconduct at issue (e.g., through restitution). The CEP specifies that DOJ will make public all declinations under the policy.

Part II – "Near Miss" Self-Disclosures or Aggravating Factors. A company that fully cooperates and timely and appropriately remediates misconduct, but is otherwise ineligible for a declination because its disclosure did not qualify as "voluntary" under the CEP and/or due to the presence of aggravating factors warranting a criminal resolution, will still be eligible to receive leniency. In this context, a company will receive:

• A Non-Prosecution Agreement ("NPA") provided there are no particularly egregious or multiple aggravating circumstances;
• A resolution term of fewer than three years;
• No independent compliance monitor; and
• A reduction of "at least 50% but not more than 75% off the low end of the U.S. Sentencing Guidelines ("USSG") fine range."

Part III – Companies Not Eligible for a Declination or an NPA. For companies that do not voluntarily self-disclose or fail to meet the other factors described in the CEP—and thus are not eligible for a declination (Part I) or an NPA with a reduced term (Part II)—DOJ prosecutors maintain discretion to determine the appropriate form, term length, compliance obligations, and monetary penalty for the corporate resolution. Prosecutors can recommend a fine reduction up to 50%, with a presumption that the reduction will be taken off the low end of the USSG range for companies that fully cooperate and timely and appropriately remediate.

Comparison to the 2025 Criminal Division CEP

While the new Department-wide CEP closely resembles the Criminal Division's May 2025 CEP in its structure and content, there are some notable differences.

Broader "Near Miss" Eligibility. Under the new CEP, companies are eligible for the "near miss" category if they: (i) make good-faith self-reports that fall outside the policy's definition of voluntary self-disclosure; and/or (ii) have aggravating factors that warrant a criminal resolution. This is a departure from the Criminal Division's 2025 CEP, which afforded "near miss" treatment only to companies that made good-faith self-reports or presented aggravating factors. This change appears designed to increase the incentives for companies with known aggravating factors to self-report to DOJ.

Importance of Voluntary Disclosures. The new policy seeks to clarify that prosecutors should consider a company's self-disclosure in weighing whether a declination of prosecution is warranted, notwithstanding the presence of aggravating factors. Under both the 2025 CEP and the new CEP, prosecutors have the discretion to issue a declination even where aggravating factors are present. The 2025 policy instructed prosecutors to weigh "the severity of those [aggravating] circumstances and the company's cooperation and remediation." The new policy, however, adds "voluntary self-disclosure" to that list, thereby explicitly instructing prosecutors to consider a self-disclosure as a factor that weighs in favor of granting a declination.

Fine Reduction. Companies in the "near miss" category are potentially subject to higher fines under the new CEP, which authorizes prosecutors to reduce the fine for "near miss" companies by 50% to 75% off the low end of the USSG range. Under the 2025 policy, "near miss" companies received a flat 75% reduction off the low end of the USSG range. This gives prosecutors added potential leverage and discretion in negotiating a resolution with a company in the "near miss" category.

Aggravating Circumstances. While the 2025 policy included certain recidivism (namely, "criminal adjudication or resolution within the last five years based on similar misconduct by the entity engaged in the current misconduct") as an aggravating circumstance weighing against a declination, the new CEP broadens the definition of corporate recidivism to include "criminal adjudication or resolution either within the last five years or otherwise based on similar misconduct by the entity engaged in the current misconduct" (emphasis added). The new policy therefore affords no less weight to older misconduct that occurred outside the last five years when weighing the impact of a corporation's prior criminal history, if that conduct was similar to the current misconduct.

Explanation of Resolution Rationale. The new CEP requires that when giving a company credit for cooperation, prosecutors set forth "information sufficient to outline why a particular company received a particular amount of cooperation credit." While no similar provision existed in prior versions of the CEP, this requirement is in line with the Criminal Division's historical practice for corporate criminal resolutions.

Financial Condition. Under the new policy, DOJ expressly takes into account a company's size, sophistication, and financial condition when assessing the scope, quality, impact, and timing of the company's cooperation. This is a meaningful evolution from the 2025 policy. In practice, this language may create room to negotiate the sequencing and resourcing of tasks undertaken by the cooperating company (e.g., document collection, translations, and witness interviews), while preserving the baseline requirement that a company must satisfy the policy's definition of full cooperation.