DOJ’s National Corporate Enforcement Policy May Improve Outcomes When Companies Discover Violations

On March 10, 2026, the Department of Justice announced what it described as the “first-ever Department-wide corporate enforcement policy for criminal matters,” covering all corporate criminal matters except for antitrust violations of 15 U.S.C. §§ 1–38. The claim to originality may be overstated. The Corporate Enforcement and Voluntary Self-Disclosure Policy (CEP) builds on a similar program that the DOJ’s Criminal Division announced in May 2025. But the CEP does have some changes and added details that past statements lacked. Overall, the CEP clarifies how companies that report their misconduct to the DOJ may avoid charges entirely, reduce penalties, or escape the imposition of a corporate monitor.

Part I of the CEP explains how a company that voluntarily self-discloses misconduct can obtain a declination of charges. The DOJ will decline to prosecute when a company:

• Voluntarily self-discloses the misconduct to an appropriate DOJ criminal component;
• Fully cooperates with the DOJ’s investigation;
• Timely and appropriately remediates the misconduct; and
• There are no aggravating circumstances tied to the harm and no corporate recidivism, although the presence of aggravating circumstances is not a per se bar to declination.

A company’s self-disclosure of misconduct will not be considered voluntary if the company already had a duty to disclose the misconduct to the DOJ, perhaps under a monitoring agreement; when a government investigation is already imminent; or if the DOJ already knows about the misconduct. However, if the DOJ knew of the misconduct only because of a whistleblower, the company could still qualify if it self-reports “as soon as reasonably practicable but no later than 120 days after receiving the whistleblower’s internal report.”

Full cooperation means “proactively” disclosing facts and evidence gathered during a company’s internal investigation. Cooperation also requires “identification of all individuals involved in or responsible for the misconduct at issue, regardless of their position, status, or seniority, including the company's officers.” Remediation includes paying “all disgorgement/forfeiture as well as restitution/victim compensation payments resulting from the misconduct at issue.” And “[a]ll declinations under the CEP will be made public.” In fact, on March 19, 2026, the DOJ made its first such announcement, stating that it had declined to prosecute France-based medical device company Balt SAS in connection with alleged violations of the U.S. Foreign Corrupt Practices Act.

Part II of the CEP explains how a company that does not quite qualify for a full declination — a company with a “near-miss” disclosure — may still obtain a resolution with lower fines and a reduction between 50% and 75% “off the low end” of the applicable fine range in the U.S. Sentencing Guidelines. Part II appears to be one of the more significant changes from the 2025 Criminal Division program.

Finally, Part III of the CEP provides that if a company is not eligible for declination and is not a “near miss,” “prosecutors maintain discretion to determine the appropriate resolution including form, term length, compliance obligations, and monetary penalty.” But the CEP limits that discretion “[w]ith respect to the monetary penalty.” Specifically, “the company will not receive, and [the DOJ] will not recommend to a sentencing court, a reduction of more than 50% off the fine under the [U.S. Sentencing Guidelines].”

As a national policy, the CEP naturally tends — and, in this case, explicitly aims — to promote uniform treatment throughout the DOJ. However, some local offices of the DOJ have their own policies. Most notably, the U.S. Attorney’s Office for the Southern District of New York announced a financial crimes program earlier this year that is arguably both more lenient on declinations and less predictable. Exactly how the DOJ and its components will harmonize such local policies with the CEP remains to be seen. Companies may want to keep such local policies in mind when considering which “component” of the DOJ to approach with a disclosure.