U.S. DOJ Implements Uniform Corporate Enforcement and Voluntary Self-Disclosure Framework Across All Components Except Antitrust

On March 10, 2026, the U.S. Department of Justice (DOJ or the Department) announced a new Department-wide Corporate Enforcement and Voluntary Self-Disclosure Policy (CEP). For the first time, the policy establishes a uniform framework governing corporate enforcement decisions across all DOJ components, including U.S. Attorneys’ Offices nationwide, with the exception of the Antitrust Division, which will maintain its separate and longstanding leniency policy. DOJ’s stated goal for the CEP is to promote greater consistency, predictability, transparency, and fairness in DOJ’s prosecutions of corporate criminal matters.

Most notably, this new CEP adopts — nearly verbatim — the language and framework that had been in the Criminal Division’s corporate enforcement policy, analyzed by Sidley here. The CEP provides that absent enumerated “aggravating circumstances,” all DOJ components will decline to prosecute companies that voluntarily self-disclose misconduct, fully cooperate with DOJ’s investigation, timely and appropriately remediate the misconduct, and agree to pay all victim compensation/restitution or forfeiture/disgorgement. 

The DOJ CEP replaces all prior non-antitrust component-specific corporate enforcement policies, consistent with DOJ’s stated objective of promoting greater uniformity across the Department. It also follows last month’s announcement by the U.S. Attorney’s Office for the Southern District of New York of its own Corporate Enforcement and Voluntary Self-Disclosure and Cooperation Program designed to encourage self-reporting of securities and commodities fraud, and other market manipulation offenses (the SDNY Program), analyzed by Sidley here. 

While the Department-wide CEP supersedes all other DOJ corporate enforcement policies and potentially renders the SDNY Program invalid, the CEP also explicitly reaffirms prosecutorial discretion. As a result, examination of differences between the DOJ CEP and the SDNY Program, such as diverging criteria for voluntariness and aggravating circumstances, as well as the SDNY Program’s lack of a requirement that companies pay forfeiture may still shed light on local prosecutors’ ability to carry out the goals of the SDNY Program within the wider DOJ CEP framework. 

Overview of DOJ’s Three-Tier Corporate Enforcement Framework

As in the prior Criminal Division policy, the CEP establishes a three-tier framework governing potential corporate resolutions based on whether a company voluntarily self-discloses misconduct, the extent of its cooperation and remediation, and the presence (or absence) of aggravating factors in the relevant fact pattern.  

Tier One: Declinations

Under the CEP’s first tier, DOJ will decline to prosecute companies that 

• voluntarily self-disclose misconduct

• fully cooperate with the government’s investigation

• timely and appropriately remediate the misconduct

• do not have aggravating circumstances present 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, i.e., a criminal adjudication or resolution either within the past five years or that is based on similar misconduct by the entity engaged in the current misconduct

• agree to pay all disgorgement/forfeiture as well as restitution/victim compensation

In these cases, DOJ will decline criminal charges against the company. The CEP also notes that prosecutors in their discretion may still recommend declinations despite the presence of aggravating circumstances on a case-by-case basis.  

Declinations under the CEP are expected to be made public. Declinations do not carry additional reporting obligations or terms and conditions other than the above.

Tier Two: “Near Miss” Cases

The second tier addresses so-called “near miss cases,” in which a company attempted in good faith to self-disclose but either it failed to satisfy DOJ’s technical criteria for voluntary disclosure or aggravating circumstances are present and prosecutors do not recommend declining. 

In these cases, the CEP directs prosecutors to provide specified benefits, including

• resolution through a non-prosecution agreement (NPA) (absent the presence of particularly egregious or multiple aggravating circumstances) 

• a term of less than three years

• no independent compliance monitor

• a reduction of at least 50% and up to 75% off the low end of the applicable U.S. Sentencing Guidelines fine range

Here, the new CEP is more specific and favorable than the prior Criminal Division policy, which provided only that companies in this category could receive up to 75% off and did not provide any minimum guaranteed reduction off the applicable fine range.

Tier Three: Cases Without Voluntary Disclosure or Full Cooperation

Companies that do not qualify under the first two tiers fall within the CEP’s third tier. This category applies to companies that do not voluntarily self-disclose misconduct or, in DOJ’s estimation, fail to otherwise satisfy the requirements of Part I or Part II of the CEP, outlined above.  

Prosecutors retain substantial discretion to apply the Justice Manual’s principles of federal prosecution of business organizations, which continue to operate alongside the CEP. Based on prosectors’ application of the CEP and the Justice Manual to the facts, companies that fall into this category may face resolutions including guilty pleas, deferred prosecution agreements, or NPAs. Monetary penalties, resolution term length, and any applicable reduction from the guidelines range for cooperation and remediation will likewise be subject to prosecutorial discretion, though fine range reductions will be capped at no more than 50%. However, any reduction from the applicable sentencing guidelines range will presumptively be taken from the low end of the range.

Eligibility for the DOJ CEP

To qualify as a voluntary self-disclosure under the DOJ CEP, the following conditions must be met:

• The company must make a good-faith effort to disclose the misconduct.

• The misconduct must not already be known to DOJ.

• The company must not have had a preexisting obligation to disclose the misconduct to DOJ.

• There must have been no “imminent threat of disclosure or government investigation” before the disclosure.

• The disclosure must occur within a “reasonably prompt” time after the company becomes aware of the misconduct. The company bears the burden of demonstrating timeliness.

The CEP also preserves the Criminal Division’s preexisting whistleblower safe harbor, which allows companies to qualify for declinations if they self-report misconduct within 120 days of receiving an internal whistleblower report, even if the whistleblower has already reported the matter to DOJ. 

The cooperation and remediation criteria in the new CEP track a combination of the Criminal Division’s policy and the Department-wide Justice Manual.

To constitute full cooperation under the DOJ CEP, companies must

• timely, truthfully, and accurately disclose all relevant non-privileged facts, including by identifying the individuals responsible for the misconduct

• proactively cooperate by disclosing all facts, including those not known to the Department

• preserve and produce relevant documents, including those located overseas

• coordinate and deconflict investigative steps with DOJ where appropriate

• make company employees with relevant information available for interview by the Department

To constitute timely and appropriate remediation under the DOJ CEP, companies must

• conduct a root-cause analysis of the misconduct

• implement improvements to compliance programs and internal controls

• discipline responsible personnel

• appropriately retain business records and communications, including by strengthening policies related to their retention policies governing record retention and communications platforms

Differences Between the DOJ CEP and Recent SDNY Program

The new DOJ CEP should also be considered in light of the recently announced SDNY Program, and it is not yet clear whether the Department-wide CEP will displace that initiative or whether SDNY will continue to offer a separate disclosure pathway. Because the CEP expressly preserves significant prosecutorial discretion, SDNY could choose to revise its program to conform to the Department-wide framework, treat the CEP as a baseline while maintaining additional SDNY-specific incentives, or discontinue the program in favor of the Department’s uniform policy. Under the SDNY Program, qualifying companies that voluntarily self-reported misconduct would receive a conditional declination letter shortly after disclosure, provided that the company fully cooperated with SDNY’s investigation, remediated the misconduct, agreed to pay any victim compensation/restitution, and agreed to report credible allegations of any further misconduct for a three-year period.  

Notably, however, the SDNY Program

• did not require qualifying companies to pay forfeiture

• had a different (and arguably more lenient) definition for what qualified as a “voluntary” self-disclosure. For example, prior news reporting or the preexistence of an SDNY investigation (that did not progress to the point of a corporate subpoena) would not be disqualifying under the SDNY Program. By contrast, the new CEP requires that DOJ did not already know of the misconduct

• had a more narrow definition of “aggravating circumstances,” which could prevent a company from receiving a declination. Under the DOJ CEP, “aggravating circumstances” include the seriousness or pervasiveness of misconduct, severity of harm, or recent criminal resolutions involving similar misconduct. By contrast, companies were ineligible for declinations under the SDNY Program only when the misconduct had a nexus to specified categories of serious criminal activity, such as terrorism, sanctions evasion, foreign corruption, trafficking or smuggling, international drug cartels, slavery or forced labor, or physical violence as well as related financing or money laundering in support of those offenses.

• was limited to specified categories of financial crimes, including corporate fraud, securities and commodities fraud, and other misconduct affecting market integrity, whereas the new CEP applies to all DOJ criminal corporate enforcement actions

• had more conditions and ongoing obligations attached to declinations, such as imposing an ongoing requirement that the company report any newly discovered misconduct for three years after the initial disclosure

• purported to offer a rapid decision within two to three weeks of a corporate self-report

We will be closely following whether and under what fact patterns prosecutors use their discretion to award declinations under the CEP according to the standards outlined by the SDNY Program when aggravating circumstances are arguably present. The more clarity that DOJ can provide as to how it will permit local discretion in the implementation of the CEP, the better, both for corporate officers considering the costs and benefits of voluntary self-disclosure as well as for the Department’s stated goal of increasing predictability and uniformity. 

Practical Implications

The adoption of a Department-wide CEP represents DOJ’s most significant effort to date to standardize corporate enforcement decisions across the Department. By extending the CEP beyond the Criminal Division, DOJ is applying a well-developed framework across all DOJ components while carving out the Antitrust Division, which maintains a different incentive structure under its leniency policy given the differing nature of antitrust conduct.

The CEP’s emphasis on extensive cooperation obligations, including proactive disclosure of facts and assistance in identifying responsible individuals, continues to raise strategic considerations for companies conducting internal investigations. Companies considering voluntary disclosure will need to carefully balance cooperation with the preservation of legal defenses and the inherent factual uncertainty that often exists in the early stages of an investigation. They should also be mindful of the time pressure, collateral risks of media reporting and reputational issues, and expectation management that inevitably come with government scrutiny.

The expansion of the CEP to apply across all DOJ components — except for the Antitrust Division — also has implications for companies with potential exposure to DOJ components beyond the Criminal Division and U.S. Attorney’s Offices. Components now operating under the DOJ CEP include, among others, the National Security Division, Environmental and Natural Resources Division, Tax Division, and Civil Rights Division. Companies whose activities fall under the jurisdiction of these components should therefore consider how the CEP’s incentives, expectations, and obligations may affect both their internal investigations and risk calculus regarding voluntary self-disclosure. Because the Department-wide policy largely adopts the framework previously used by the Criminal Division, early consultation with counsel experienced in navigating the Criminal Division’s CEP may be particularly important as companies weigh the decisions of whether and how to self-disclose as well as how to manage their internal investigation and remediation efforts.

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DOJ’s announcement of the CEP and a copy of the new policy are available on the DOJ website here. Sidley’s prior Updates discussed in this Update are available here.