I. Introduction

On March 10, 2026, the Department of Justice (Department or DOJ) announced its first-ever Department-wide Corporate Enforcement and Voluntary Self-Disclosure Policy (CEP). Designed to provide “predictability for companies and their counsel,” the CEP states that “it applies to all corporate criminal matters handled by the Department, except for violations of 15 U.S.C. §§ 1-38 [Antitrust laws].”¹ The accompanying press release goes further, stating that the CEP supersedes “all component-specific or U.S. Attorney’s Office-specific corporate enforcement policies currently in effect.”² While a notable expansion across the DOJ, the CEP mirrors—almost word for word—the version the DOJ’s Criminal Division published on May 12, 2025 (Criminal Division’s CEP). In this alert, we review the key aspects of the CEP and the few changes implemented in the new Department-wide version.

II. Summary of the CEP

In a press release accompanying the new CEP, Assistant Attorney General A. Tysen Duva of the Criminal Division remarked that the CEP “takes the principles the [Criminal] Division has long promoted—disclosure, cooperation, and remediation—and applies them uniformly across the Department.” As AAG Duva suggests, this Department-wide CEP is substantially similar to the Criminal Division’s CEP. Like earlier iterations of the Criminal Division’s CEP, it focuses on describing incentives for corporate self-disclosure. Consistent with the Criminal Division’s CEP, the now-Department-wide CEP includes the same definitive statement that upon meeting the established criteria, a voluntarily self-disclosing company “will” receive a declination, and also includes the concept of “near miss” voluntary self-disclosures first introduced in the Criminal Division’s CEP. The CEP specifically prescribes that a company should receive a non-prosecution agreement (NPA) both in situations where the company acted in good faith by self-reporting but its self-report did not qualify as a voluntary self-disclosure and in certain matters involving aggravating circumstances. Importantly, the core requirements for receiving a CEP declination have not changed: A company must timely and voluntarily self-disclose the misconduct, fully cooperate, timely and appropriately remediate, and, if aggravating circumstances exist, the determination of whether a company will receive a CEP declination will be decided by the DOJ on a case-by-case basis.

III. Changes from the Criminal Division’s CEP

The CEP includes a new background section affirming the Department’s commitment to “prosecuting corporate criminal conduct firmly, fairly, and efficiently,” and notes that the Department “seeks to incentivize responsible corporate behavior.”³ This section also provides six goals for the policy:

(1) To drive early, voluntary self-disclosure of criminal conduct;

(2) To promote timely and effective enforcement of criminal laws, including holding culpable individuals accountable;

(3) To reduce harm;

(4) To facilitate prompt remedial action, including requiring companies to compensate victims and address corporate deficiencies

(5) To help ensure consistency across the Department; and

(6) To transparently describe the Department’s policies and decision-making.⁴

Additionally, the background section notes that prosecutors “must endeavor to obtain relevant facts and circumstances about the disclosure in order to make a determination as to eligibility” for a declination or a near miss and “where appropriate, are encouraged to inform the company as soon as practicable.”⁵

In addition to the new background, the CEP makes minor changes to the language of the policy itself and to the definitions section as compared to the Criminal Division’s CEP. In updating the requirements that must be met for a declination under the CEP to require self-disclosure to “an appropriate Department criminal component,” the CEP also adds in a footnote that “good faith disclosure to one component where the matter is later brought to another appropriate component will also qualify.”⁶ Disclosures “made only to federal regulatory agencies, state and local governments, or civil enforcement agencies” will only qualify “if appropriate under the circumstances” and generally “do not qualify;” this will be “determined based on the particular facts and at the discretion of the Department.”⁷ In all cases, disclosures to another agency will be considered “as part of a company’s cooperation and remediation.”⁸

In terms of near misses, like the Criminal Division’s CEP, the CEP provides that the Department “shall” (1) provide an NPA absent particularly egregious or multiple aggravating circumstances, (2) allow a term length of fewer than three years, and (3) not require an independent compliance monitor.⁹ However, whereas the Criminal Division’s CEP instructed prosecutors to also give near-miss companies a 75% reduction off the low end of the US Sentencing Guidelines (U.S.S.G.) fine range, the CEP instructs prosecutors to give near-miss companies a fine reduction of at least 50% but not more than 75% off the low end of the U.S.S.G. fine range,¹⁰ thereby reducing the certainty and potentially reducing the benefit near-miss companies will receive.

As was the case with the Criminal Division’s CEP, the CEP provides that in situations where a company is ineligible for a declination or a near miss, prosecutors retain discretion to determine the appropriate resolution, except prosecutors may not give these companies a fine reduction of more than 50% off the low end of the U.S.S.G. fine range. In addition to the guidance previously included in the Criminal Division’s CEP, the CEP adds guidance for prosecutors that “in exercising discretion to determine the monetary penalty, prosecutors will consider the factors under U.S.S.G. § 8C2.8[,]” which is the provision of the U.S.S.G. that includes a long list of factors courts should consider when determining the precise amount of the fine to order within the applicable guidelines range.

There are also changes to the definitions section of the CEP. The Corporate Whistleblower Awards Pilot Program Exception remains unchanged, but the definitions section now notes that to receive credit in the case of a whistleblower submission, a company must “self-report the conduct to the Department as soon as reasonably practicable but no later than 120 days after receiving the whistleblower’s internal report,” whereas the Criminal Division’s CEP only required a self-report “within 120 days.”¹²

With respect to de-conflicting witness interviews, the CEP adds a note that “nothing herein is intended to prohibit a company from taking steps that it is otherwise under an obligation to take under applicable laws and obligations,” but that where “such an action may conflict with the Department’s investigation or a de-confliction request, the company is expected to notify the Department in advance of taking such an action with sufficient time to allow the Department to take reasonable steps in its discretion.”¹³

With respect to providing cooperation credit, the CEP provides prosecutors with additional guidance that they should “include in their corporate resolution agreements information sufficient to outline why a particular company received a particular amount of cooperation credit,” advancing the Department’s stated goal of transparency.¹⁴ Also in this section, the DOJ revised its treatment of a company’s financial condition. Where previously the Criminal Division’s CEP noted that a company would “bear the burden to provide factual support” for an assertion that “its financial condition impairs its ability to cooperate more fully,” the CEP reads that “the Department will take into consideration the size, sophistication, and financial condition of the cooperating company when assessing the scope, quantity, quality, impact, and timing of cooperation.”¹⁵

IV. Key Takeaways for Companies

• The CEP repeats the Department’s stated themes of fairness and transparency set out in the White Collar Enforcement Plan released on May 12, 2025.
• Through the CEP, the DOJ has significantly expanded its efforts to standardize its corporate enforcement practices and to incentivize corporate self-disclosure by announcing a corporate enforcement policy that applies to “all corporate criminal matters handled by the Department,” with the stated exception of the Antitrust laws, which are already covered by the Antitrust Division’s leniency program.
• The release of the CEP raises questions regarding the Southern District of New York’s (SDNY) new Corporate Enforcement and Voluntary Self-Disclosure and Cooperation Program for Financial Crimes announced on February 24, 2026.¹⁶ Although the CEP explicitly preempts “all component-specific or U.S. Attorney’s Office-specific corporate enforcement policies currently in effect,” it remains to be seen how the SDNY will implement its broader policy and how the two policies will interact.¹⁷
• The core requirements for a CEP declination have not changed from the Criminal Division’s CEP: A company must timely and voluntarily self-disclose the misconduct, fully cooperate, timely and appropriately remediate, and, if aggravating circumstances exist, the determination of whether a company will receive a CEP declination will be decided by the DOJ on a case-by-case basis.
• The DOJ continues to incentivize corporate voluntary self-disclosures by establishing lighter penalties and encouraging self-reports that may end up being near misses.
• The near miss provisions of the CEP still contemplate very significant penalties, albeit less than the U.S.S.G. Companies may find self-disclosing an easier choice if a declination is certain. If there is no eligibility for a declination, the near miss provision requires a company to decide whether to bring to the DOJ’s attention conduct that the DOJ might otherwise never discover and that the company might have good-faith arguments to defend as noncriminal. Companies might not want to abandon a good-faith defense for a near miss resolution and significant penalty.

Appendix: Differences Between March 10, 2026 CEP and the Criminal Division’s CEP