On May 12, 2025, the Department of Justice (DOJ) announced revisions to its Corporate Enforcement and Voluntary Self-Disclosure Policy (CEP). As stated by Matthew Galeotti, head of the DOJ’s Criminal Division, the purpose of the revised CEP is to incentivize companies to “come forward, come clean, reform, and cooperate with the government in efficient investigations and prosecutions of the most culpable actors” by simplifying the policy and clarifying “the benefits for companies that self-report.”
In the months since the announcement, multiple companies have avoided prosecution entirely through timely self-disclosure, while others have obtained deferred prosecution agreements consistent with the CEP. These resolutions demonstrate that disclosure, cooperation, and remediation can make a meaningful difference—not only in avoiding criminal prosecution, but also in minimizing the burden and cost associated with government investigations.
The Revised CEP
Unlike the prior iteration of the CEP, which entitled companies to a “presumption” of declination absent aggravating circumstances, the revised CEP provides that the DOJ “will decline” prosecution when: (1) a company voluntarily self-discloses misconduct; (2) fully cooperates with the government’s investigation; (3) timely and appropriately remediates the misconduct; and (4) there are no aggravating circumstances relating to the nature and seriousness of the offense or other relevant considerations. Even if aggravating factors are present, prosecutors retain discretion to recommend a declination based on the severity of those circumstances and the company’s cooperation and remediation. As part of any declination, “the company will be required to pay all disgorgement/forfeiture as well as restitution/victim compensation payments resulting from the misconduct at issue.”
Where a company is ineligible for a declination—for example, when the government is already aware of the alleged misconduct or there are aggravating circumstances warranting a criminal resolution—the company may still be entitled to a non-prosecution agreement (NPA), provided it self-reports in good faith, fully cooperates, and timely remediates any misconduct. Under these circumstances, and absent “particularly egregious or multiple aggravating circumstances,” the CEP provides that a company “shall” receive an NPA with a term of fewer than three years, no independent compliance monitor, and a 75% reduction in fine from the low end of the range recommended by the U.S. Sentencing Guidelines.
Even where a company meets “some but not all” of the factors for a declination or a “near miss” NPA, the CEP nonetheless gives prosecutors discretion “to determine the appropriate resolution,” including a fine reduction of up to 50%.
The revised CEP contains a flow chart summarizing the benefits of voluntary self-disclosure, full cooperation, and timely and appropriate remediation.
Recent Resolutions
Multiple companies have already obtained declinations under the revised CEP.
In August 2025, the DOJ declined to prosecute an insurance company for alleged violations of the Foreign Corrupt Practices Act involving the payment of bribes by a foreign subsidiary to officials at state-owned banks in India. According to a letter issued by the DOJ’s Criminal Division and the U.S. Attorney’s Office for the District of Massachusetts, the DOJ declined prosecution based on an assessment of the factors in the CEP, including the company’s timely and voluntary self-disclosure, full and proactive cooperation, and agreement to disgorge nearly $4.7 million in profits stemming from its commercial relationship with the state-owned banks. For more information, read our earlier blog post here.
In September 2025, the DOJ declined to prosecute a financial institution that agreed to resolve a criminal investigation involving alleged market manipulation schemes by former employees. According to the DOJ’s press release, the institution promptly and voluntarily disclosed the conduct, fully cooperated in the ensuing investigation, and took appropriate remedial action—including terminating one of the traders, conducting a thorough root-cause analysis, and implementing significant improvements to its compliance programs. The company also agreed to disgorge nearly $2 million in profits and pay approximately $3.6 million into a victim compensation fund.
Other resolutions have also been obtained under the CEP. In June 2025, two government contractors agreed to admit criminal liability and enter into deferred prosecution agreements in connection with alleged schemes to bribe public officials and commit securities fraud. As stated in the DOJ’s press release announcing the resolution, the companies accepted responsibility and agreed to implement appropriate remedial measures. Although one of the contractors initially delayed in disclosing the alleged wrongdoing and provided only limited cooperation, the contractor subsequently cooperated fully. Both contractors received fine reductions pursuant to the CEP.
What This Means For You
The recent declinations and deferred prosecution agreements reflect the DOJ’s willingness to consider alternatives to criminal prosecution when companies proactively disclose and remediate misconduct and cooperate with government investigations. Companies should maintain vigilance in their internal controls and compliance programs; consider regular audits and risk assessments; and evaluate their options under the CEP if and when potential wrongdoing is brought to their attention, whether through an internal investigation or otherwise.