DOJ Announces First-Ever Department-Wide Corporate Enforcement Policy

The U.S. Department of Justice (DOJ) recently released its first-ever department-wide corporate enforcement policy for all criminal matters, aimed at “promoting uniformity, predictability, and fairness in how it pursues white-collar cases to protect the American people.” According to the DOJ, the new policy is intended to incentivize corporate self-disclosures, cooperation with investigations, and remediation of any wrongdoing. Absent aggravating circumstances, the DOJ indicates it will decline to prosecute companies that cooperate under the policy.

Declination Under the Policy

The policy outlines the DOJ’s intention to transparently describe the benefits a company may earn through voluntarily self-disclosing misconduct. Under the policy, the DOJ will decline to prosecute a company for criminal conduct when the following four factors are met:

1. Voluntary self-disclosure of misconduct to appropriate DOJ criminal component;
2. Full cooperation with the DOJ’s investigation;
3. Timely and appropriate remediation of the misconduct; and
4. No aggravating circumstances related to the nature and seriousness of the offense, egregiousness or pervasiveness of the misconduct within the company, severity of harm caused by the misconduct, or corporate recidivism.

The DOJ retains discretion under the policy to recommend a declination if there are aggravating circumstances by weighing their severity and the company’s voluntary self-disclosure, cooperation, and remediation. However, absent aggravating circumstances, the new policy effectively mandates declination where companies self-disclose, cooperate, and remediate misconduct. This represents a notable departure from the previous policy of a “presumption” of declination.

“Near Miss” Disclosures or Aggravating Factors Warranting Resolutions

The policy also outlines that, even if a cooperating company meets the four factors listed above, it may be ineligible for a declination if its self-report of misconduct did not qualify as a self-disclosure or if aggravating factors warrant a criminal resolution. Even when declination is deemed inappropriate for these reasons, under the policy the DOJ will:

1. Provide a Non-Prosecution Agreement;
2. Allow a term length of fewer than three years;
3. Not require an independent compliance monitor; and
4. Provide a reduction of at least 50% but not more than 75% off the low end of the U.S. Sentencing Guidelines fine range.

The policy advises that prosecutors maintain discretion to determine the appropriate resolution — including form, term length, compliance obligations, and monetary penalty — for companies that are ineligible for declination or the other benefits listed above.

According to the DOJ, the policy provides predictability for companies because it applies to all corporate criminal cases across the department, excluding antitrust violations. To that end, the policy supersedes all other corporate enforcement policies specific to a U.S. Attorney’s Office or components within the DOJ. This includes, for instance, a voluntary disclosure policy recently announced by the U.S. Attorney’s Office for the Southern District of New York.

According to former Acting Assistant Attorney General for the Department’s Criminal Division, Matthew Galeotti, in remarks made at the 2026 ABA White Collar Crime Institute, this predictability is crucial in counseling clients. “Just as important as the policy itself is the certainty and being able to advise clients on what they can expect, and if you have a lot of variables out there, I think it’s really hard to take advantage of the policy.” Per Galeotti, the policy is a “positive change” that he thinks “will be one that lasts for some time.”

A little over a week after releasing the new policy, the DOJ announced its first corporate resolution thereunder, in which the DOJ stated it declined to prosecute a company under investigation for foreign bribery “because [the Company] voluntarily self-disclosed the misconduct, fully cooperated with the Department’s investigation, and timely and appropriately remediated the wrongdoing.” Time, and a greater number of corporate resolutions issued under the new policy, will reveal whether the DOJ’s stated goals of transparency, predictability, and a clear path to declination are borne out.