On March 10, 2026, the Department of Justice (DOJ) issued a new Corporate Enforcement and Voluntary Self-Disclosure Policy (“CEP”), which now governs all corporate criminal matters handled by DOJ except for antitrust violations. This new policy creates a single set of standards for voluntary self-disclosure, cooperation, and remediation across the Department.

By clearly setting out requirements and corresponding benefits—including a presumption of a declination in many circumstances—the policy is designed to “incentivize responsible corporate behavior, encouraging companies to invest in effective compliance programs, voluntarily self-report potential misconduct, meaningfully cooperate with law enforcement, and make good-faith efforts to rectify wrongdoing.”

The CEP builds on several years of incremental changes to DOJ’s approach to corporate enforcement, including a recent period of differing standards between the Criminal Division and U.S. Attorney’s Offices. In the press release announcing the new policy, DOJ stated its intent to provide consistency and predictability for companies considering whether and how to self-report misconduct by creating one policy that supersedes all prior component-specific and U.S. Attorney’s Office policies.

The CEP outlines three main resolution pathways for companies that may have engaged in criminal conduct: (1) declination, (2) a non-prosecution agreement (“NPA”) in “near miss” cases, and (3) other resolutions, such as guilty pleas or deferred prosecution agreements.

Declination Criteria

To qualify for a declination, a company must meet all the following:

• Voluntarily self-disclose the misconduct to the appropriate DOJ criminal component before the government is aware of the conduct and before there is an imminent threat of disclosure or investigation.
• Fully cooperate with DOJ’s investigation, including providing all relevant non-privileged facts, making individuals available for interviews, and assisting with document preservation and production.
• Timely and appropriately remediate the misconduct, which includes conducting a root cause analysis, implementing or updating compliance programs, disciplining responsible employees, and ensuring business records are properly retained.
• Have no aggravating circumstances, such as egregious or pervasive misconduct, significant harm, or recent similar criminal conduct by the company.

If these conditions are met, DOJ will decline prosecution, but the company will still be required to pay all applicable disgorgement, forfeiture, restitution, or victim compensation resulting from misconduct. Additionally, by making all declinations under the CEP public, companies that are considering whether to make disclosures to DOJ can evaluate what level of disclosure and cooperation will (and will not) be considered sufficient.

Aggravating circumstances are defined to include the nature and seriousness of the offense, the pervasiveness of misconduct, the severity of harm, and recidivism, including recent criminal adjudication or resolution based on similar misconduct. Prosecutors retain discretion to recommend a declination even if aggravating factors are present, depending on the facts and the company’s actions.

“Near Miss” Criteria

If a company does not meet the requirements for a mandated declination under the policy, it may still be eligible for an NPA in “near miss” cases. These are situations where a company self-reported in good faith, but the disclosure did not qualify as voluntary under the policy’s definition of that term—such as because DOJ was already aware of the misconduct before the company self-reported—or where aggravating circumstances are present but are not considered particularly egregious or numerous. In such cases, DOJ will offer:

• An NPA with a term of less than three years.
• No requirement for an independent compliance monitor.
• A reduction of at least 50% but not more than 75% off the low end of the U.S. Sentencing Guidelines (USSG) fine range.

Other Resolutions

For companies that do not qualify for a declination or NPA under the first two pathways created by the new policy, DOJ still has discretion to determine the form of resolution, term length, compliance obligations, and monetary penalty, with a maximum fine reduction of 50% off the USSG range.

Definition of Voluntary Self-Disclosure

The CEP provides a detailed definition of voluntary self-disclosure. A disclosure is considered voluntary only if:

• It is made in good faith to the appropriate DOJ component.
• It is not previously known to DOJ.
• It is made before an imminent threat of disclosure or investigation.
• It is made within a reasonably prompt timeframe after the company becomes aware of the misconduct.

The company bears the burden of demonstrating that its disclosure was timely.

Cooperation and Remediation Requirements

Full cooperation requirements include:

• Timely, truthful, and accurate disclosure of all facts and non-privileged evidence relevant to the conduct at issue, including attribution of facts to specific sources.

• Proactive cooperation, including disclosing relevant facts not specifically requested by DOJ.
• Timely and voluntary preservation, collection, and disclosure of relevant documents, including overseas documents, and provision of translations where necessary.
• De-confliction of internal investigative steps with DOJ’s investigation.
• Making company officers, employees, and agents available for interviews, including those located overseas.

Remediation requirements include:

• Conducting a root cause analysis and remediating to address those causes.
• Implementing or updating an effective compliance and ethics program, with criteria for effectiveness based on the size, sophistication, and risk profile of the company.
• Appropriately disciplining employees responsible for the misconduct.
• Retaining business records and prohibiting improper destruction or deletion, including addressing the use of ephemeral messaging platforms.
• Taking additional steps to demonstrate recognition of the seriousness of the misconduct and measures to reduce the risk of repetition.

Interaction with Whistleblower Reports

The new policy also addresses how its corporate self-disclosure incentives intersect with whistleblower reports made through DOJ’s Corporate Whistleblower Awards Pilot Program which was launched in May 2025. If a whistleblower makes both an internal report to the company and a submission to DOJ, the company may still qualify for a declination if it self-reports to DOJ as soon as reasonably practicable, but no later than 120 days after receiving the internal report, and meets all other requirements for voluntary self-disclosure and declination.

Practical Implications for Companies

Companies that have committed a potential criminal offense—intentionally or not—may find themselves in a “race to DOJ” with whistleblowers who are incentivized to report wrongdoing through DOJ’s awards program and other means, such as the availability of potential treble damages for individuals that file a qui tam suit under the False Claims Act. If a company suspects it may have committed a criminal offense, it should strongly consider retaining outside counsel to perform a comprehensive internal investigation. Companies that delay internal investigation, self-disclosure, and remediation after receiving a credible whistleblower report may lose eligibility for a declination and other benefits under DOJ’s new policy.

Additionally, DOJ’s new self-reporting policy makes it critical that companies have a robust compliance program to identify misconduct and provide an opportunity to report it on timely basis. It is particularly important that a company maintain an internal reporting system that employees are aware of and feel comfortable using to report suspected wrongdoing. When a company receives a credible whistleblower report through an employee hotline or other reporting mechanisms, it is critical that the company follow up on a timely basis without engaging in retaliation. The company must also have an adequate records retention policy so that potential evidence of misconduct is preserved for possible disclosure.

Conclusion

The potential benefits available to companies under DOJ’s new uniform Corporate Enforcement and Voluntary Self-Disclosure Policy are significant. However, to earn those benefits, companies must move quickly to strengthen compliance, streamline internal reporting procedures, and ensure timely escalation of potential issues. Proactive review, record retention, and response to whistleblower reports are now essential to mitigate risk and maximize eligibility for favorable treatment under the new policy. These steps also position companies to better withstand increased scrutiny from federal and state regulators.