Introduction

On March 10, 2026, the Department of Justice (DOJ or Department) released a new Corporate Enforcement and Voluntary Self‑Disclosure Policy (the CEP)¹ — the first policy designed to apply broadly across nearly all DOJ components and offices. According to DOJ, the CEP supersedes prior Department corporate enforcement frameworks, including policies for the Criminal Division, National Security Division, and individual U.S. Attorney’s Offices, with the sole exception of the Antitrust Division’s leniency program.² Notably, this appears to encompass the U.S. Attorney’s Office for the Southern District of New York (SDNY)’s recently announced self‑disclosure program for financial crimes, which we analyzed in a client alert last month.

The CEP largely mirrors the Criminal Division’s revised May 2025 self-disclosure policy and reflects DOJ’s stated goal of “uniformity, predictability, and fairness” across corporate criminal enforcement.³ For companies evaluating whether to self-report internal misconduct, the CEP offers a clearer pathway to a potential declination and reduces uncertainty about where to report and which factors will drive DOJ’s decision‑making. Still, the self‑disclosure decision remains highly fact‑specific and strategically sensitive, even as DOJ continues to emphasize the benefits of — and risks of foregoing — voluntary self‑reporting.

Mechanics of the DOJ-Wide Self-Disclosure Policy

Similar to the Criminal Division’s May 2025 policy, the CEP adopts a three‑part structure:

Part I: Declination

DOJ “will decline to prosecute” when a company voluntarily self‑reports to an appropriate DOJ component, fully cooperates, and timely and appropriately remediates, and no aggravating factors are present (e.g., serious or pervasive misconduct, significant harm, or indications of recent or similar wrongdoing). An appendix to the policy outlines the demanding but largely familiar standards for voluntariness, full cooperation, and effective remediation. Prosecutors may still recommend a declination where aggravators exist if disclosure, cooperation, and remediation outweigh those concerns. Declinations are made public, and companies must pay applicable disgorgement, forfeiture, and restitution.⁴

Part II: "Near Miss" NPA

Where a good‑faith self‑report does not qualify as voluntary (e.g., DOJ already knew) or aggravating factors warrant a criminal resolution, DOJ will, absent particularly egregious or multiple aggravators, offer a Non-Prosecution Agreement under three years, no monitor, and a 50–75% reduction off the low end of the Sentencing Guidelines fine range.⁵

Part III: Discretionary Resolution

If a company does not qualify under Parts I or II, prosecutors retain discretion on form, term, compliance obligations, and penalty, with reductions capped at 50% (presumptively from the low end if the company fully cooperates and remediates).⁶

While the CEP itself does not spell out consequences for not self‑reporting, Deputy Attorney General Todd Blanche warned in the accompanying press release that DOJ “will not hesitate” to pursue appropriate corporate and individual resolutions where companies do not self‑disclose, cooperate, and remediate.⁷

Notable Changes from Prior Self-Disclosure Regime

The most significant changes in the new CEP are largely structural rather than substantive, though several updates from the Criminal Division’s May 2025 policy still warrant attention.

Most notably, the CEP now applies across DOJ components and U.S. Attorney’s Offices (excluding Sherman Act matters), replacing the preexisting array of component‑ and office‑specific policies.⁸ It instructs companies to self‑report to the appropriate DOJ component but permits “good‑faith” disclosure to any appropriate component, even if the matter is later reassigned.⁹ This consolidation reduces uncertainty about which rules will govern a self‑report, especially where conduct could implicate multiple components. However, DOJ’s uniform framework appears to forgo the perceived benefits of SDNY’s recently announced (and likely short‑lived) program, including a conditional declination within two to three weeks, no financial obligations beyond restitution, and less subjective standards for prosecutorial discretion.

Several changes from the Criminal Division’s May 2025 policy make the new CEP less favorable to companies. The CEP:

1. temporally broadens the recidivism aggravating factor by removing the prior five‑year cap on similar disqualifying misconduct;¹⁰
2. sets a 50–75% range (rather than a flat 75%) for “near miss” fine reductions;¹¹ and
3. tightens timing expectations where a whistleblower reports first by requiring disclosure “as soon as reasonably practicable and no later than 120 days” after an internal whistleblower report (rather than simply within 120 days).¹²

The CEP also makes changes that may benefit companies, at least in theory. The policy directs prosecutors to move expeditiously — as an analog to the policy’s emphasis on prompt corporate reporting — and encourages updates to companies “as soon as practicable.”¹³ Prosecutors are also instructed to proactively consider a company’s size, sophistication, and financial condition when evaluating cooperation, rather than placing the initial burden on companies to justify consideration of those factors.¹⁴

Practical Implications Going Forward

With the CEP now Department‑wide, companies face key considerations in evaluating a potential self-disclosure and how to maximize favorable outcomes.

Predictability with Strategic Flexibility

The CEP replaces overlapping and at times inconsistent approaches with a single playbook for criminal self‑disclosures, reducing uncertainty about applicable standards and outcomes. At the same time, good‑faith reporting to any appropriate DOJ component should qualify, preserving latitude in where to go first and permitting deliberation on venue dynamics, such as subject‑matter fit, track records in similar cases, prosecutorial speed, and beneficial local law. These are important considerations once the decision to self-report is made.

Whether and When to Self‑Disclose

The CEP seeks uniformity but preserves substantial prosecutorial discretion, especially in weighing aggravating factors, cooperation, and remediation, so the decision remains highly fact specific. The cooperation section now expects companies to “timely, truthfully, and accurately” disclose all facts and non‑privileged evidence (adding “truthfully” and “accurately” to the May 2025 formulation), raising the quality bar for submissions.¹⁵ A prompt, efficient internal investigation to ascertain material facts before approaching DOJ remains critical; credibility and eligibility hinge on both speed and accuracy, and incomplete or shifting narratives can undercut cooperation credit and prospects for a declination or near‑miss outcome.

Whistleblowers and the Shrinking Disclosure Window

DOJ’s incentives for whistleblowers compress timelines and can preempt a Part I declination if a tip reaches the government first and a company reports after the 120‑day safe harbor. The Department’s Corporate Whistleblower Awards Pilot Program¹⁶ — revamped in May 2025 and still in force — adds first‑to‑file pressure by encouraging individual direct reporting. Indeed, former Criminal Division Acting AAG Matthew Galeotti indicated last week at the ABA White Collar Crime Institute that tip volume under the program has been substantial and that, based on his experience before leaving DOJ, he expects the first case arising under the revised whistleblower program to be filed soon. The practical effect is a narrower window to preserve declination eligibility and cooperation credit.

Parallel Exposure Beyond DOJ

Disclosures made only to federal regulators, state or local governments, or civil agencies generally do not qualify as voluntary self-reports under the CEP, so care is warranted when engaging non‑DOJ authorities alongside potential criminal exposure. By the same token, outreach plans should account for potential non‑DOJ risks in parallel with any federal engagement, including regulatory actions and state criminal enforcement. State AGs, in particular, have signaled a readiness to fill perceived gaps; as California AG Rob Bonta noted at the ABA conference last week, self‑disclosure to the federal government alone may not “get you off the hook.” A coordinated, sequenced plan helps preserve DOJ credit while managing collateral risk.

Compliance as the Foundation

The CEP does not displace DOJ’s Evaluation of Corporate Compliance Programs or Section 8B2.1 of the Sentencing Guidelines, which continue to guide assessments of whether corporate compliance programs are well‑designed, resourced, and effective. Companies should continue to empower their compliance functions to identify issues early enough to support timely, truthful, and accurate disclosures — key to preserving cooperation credit and declination eligibility.