Department of Justice Releases Nationwide Corporate Enforcement Policy

On March 10, 2026, the DOJ released its first department‑wide Corporate Enforcement and Voluntary Self‑Disclosure Policy (CEP), which aims to provide a nationwide approach to evaluating corporate misconduct, voluntary disclosures, cooperation, and remediation. According to the DOJ, the CEP, which replaces guidance that had developed across various DOJ components, will promote greater consistency and predictability in corporate enforcement.

Voluntary Self‑Disclosure

To qualify for the Policy’s most significant benefits—including potential declination—companies must meet the DOJ’s narrow definition of voluntary self‑disclosure. A qualifying disclosure must:

• Be made promptly and in good faith;
• Except in cases involving whistleblowers, involve misconduct previously unknown to the DOJ, with no preexisting obligation to disclose:
• Occur before any imminent threat of government discovery; and
• Be directed to the DOJ through the appropriate criminal enforcement channels.

The CEP does, however, have an exception for whistleblowers: when a whistleblower makes an internal report but also discloses to the DOJ, a company can still be eligible for a declination if the company makes a disclosure to the DOJ within 120 days of the internal report.

Critically, if the DOJ has already learned of the conduct—through a parallel investigation, media report, or other source—the company is not eligible for a declination. Disclosure to regulators or civil authorities alone does not qualify.

Cooperation Credit

To receive maximum cooperation credit, companies must:

• Provide all relevant facts and non‑privileged evidence, including information about individual participants;
• Make employees, officers, and relevant third parties available for interviews;
• Proactively identify relevant documents and keep the DOJ informed of investigative findings; and
• Attribute facts to specific sources rather than offering generalized summaries.

Cooperation credit depends on the timeliness, thoroughness, and usefulness of the assistance provided.

Remediation Requirements

The DOJ expects companies seeking full credit to:

• Conduct a root‑cause analysis and address underlying issues;
• Enhance compliance programs and ensure adequate resources and controls;
• Implement robust record‑retention practices, including controls on personal devices and ephemeral messaging;
• Discipline responsible individuals and test the effectiveness of compliance enhancements; and
• Pay disgorgement, forfeiture, and restitution.

Absence of Aggravating Circumstances

Aggravating circumstances may prevent a company from receiving a declination. Aggravating factors include the nature and seriousness of the offense, the egregiousness or pervasiveness of the misconduct, the severity of the harm, or whether the company has previously been the subject of a criminal resolution for misconduct. However, a company can still receive a declination if there are aggravating circumstances if a prosecutor determines, in their discretion, that the aggravating circumstances are outweighed by the company’s self-disclosure, cooperation, and remediation.

Resolution Pathways

Depending on the extent of a company’s cooperation and their self-disclosure, the CEP outlines three primary resolution outcomes:

• Declination: For companies that meet all requirements for voluntary self‑disclosure, full cooperation, and timely remediation, and that lack aggravating factors.
• Non‑Prosecution Agreement: For “near‑miss” disclosures or matters involving certain aggravating factors. NPAs may be shorter in duration and generally do not require monitors.
• Other Resolutions: For companies that do not qualify for the above, the DOJ retains broad discretion but states it will not recommend more than a 50% reduction from the low end of the Sentencing Guidelines fine range. More serious misconduct may result in less leniency.

All resolutions require approval by the Assistant Attorney General or the relevant U.S. Attorney.

The SDNY’s Corporate Enforcement Programs

The DOJ made clear that the CEP supersedes corporate enforcement programs at the U.S. Attorney’s Offices. What does this mean for the SDNY’s recently announced Corporate Enforcement and Voluntary Self-Disclosure Program for Financial Crimes (the Program)? As we previously discussed, the Program broke new ground by offering novel incentives for companies to self-report.

While it remains to be seen how the CEP is enforced, it appears to walk back some of the SDNY Program’s more significant features. For example: 

• Limitation on Eligible Self-Reports: Under the SDNY Program, companies could be eligible for a declination if, at the time of the self-report, the DOJ was aware of the misconduct, so long as the company was not aware of the DOJ’s investigation. To be eligible for a declination under the CEP, however, the DOJ must not be aware of the misconduct.
• Financial Penalties: Under the CEP, a company eligible for a declination is still required to pay forfeiture and disgorgement, in addition to restitution. Under the SDNY Program, only restitution was required.

On the other hand, the CEP appears to retain at least some of the SDNY Program’s incentives for self-disclosure:

• Early Notification of Eligibility for a Declination: The CEP encourages prosecutors to inform companies whether they are eligible for a declination “as soon as practicable.” That guidance is consistent with the SDNY Program’s promise of conditional declination letters within two weeks of an eligible self-report.
• Aggravating Circumstances: Under the CEP, prosecutors retain some discretion to recommend a declination even in cases involving aggravating circumstances, such as conduct that is pervasive, widespread, and causes significant harm. While the SDNY Program had gone further—such factors were not considered aggravating at all—the DOJ has left open the possibility of a declination even when aggravating circumstances are present.

Practical Considerations for Companies

Like its predecessor policy, the CEP underscores the importance of:

• Early Internal Assessment: Timely evaluation of allegations is critical, particularly where the DOJ may learn of the conduct through other channels, especially whistleblowers.
• Record‑Retention Controls: The DOJ’s focus on messaging applications and ephemeral communications indicates heightened attention to preservation practices.
• Accountability Measures: The DOJ continues to emphasize individual accountability and expects companies to take appropriate disciplinary action.
• Investigative Readiness: Companies should ensure they can quickly assess internal reports and determine whether a disclosure is warranted.

Conclusion

As with its prior policies, the DOJ continues to encourage companies to cooperate with the DOJ and self-report misconduct by promising lenient outcomes like declinations and non-prosecution agreements. Companies may also benefit from having one national framework for corporate enforcement as opposed to individual policies at various DOJ components.

But just as before, the decision to disclose misconduct remains complicated and fraught with risk. Early consultation with counsel following internal allegations or discovery of potential wrongdoing remains essential to navigating the DOJ’s expectations and mitigating enforcement risk.

Ballard Spahr’s White Collar Defense and Investigations Group advises clients across industries on DOJ priorities, internal investigations, and enforcement risk. We assist companies in evaluating compliance frameworks, preparing for potential disclosures, and responding to government inquiries. Please contact us if we can support your organization in navigating this evolving enforcement landscape.

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