DOJ Issues New, Comprehensive Corporate Enforcement Policy

On March 10, 2026, the Department of Justice (the “Department”) announced a new Corporate Enforcement and Voluntary Self-Disclosure Policy (“CEP”) making a general promise: Companies that self-disclose misconduct across a wide range of domains — anything from foreign bribery to environmental crimes — will generally receive a declination of prosecution in exchange for their cooperation.

This CEP is the culmination of a years-long effort to expand a policy pioneered under the Foreign Corrupt Practices Act (“FCPA”) which encouraged self-reporting in exchange for preferential treatment by the Department. In 2022, the Department attempted to encourage Department components to adopt their own version of the FCPA policy on an individual basis. As might be expected, this approach generated significant uncertainty between components and chilled the self-reporting the Department sought to encourage.

The new CEP is the Department’s effort to replace the existing patchwork with a single, unified policy. As with other significant Department actions, this CEP should prompt companies to understand the Department’s new position and evaluate whether self-reporting, which can be both beneficial and also pose significant risks, is worthwhile as issues arise.

Overview

New types of cases, similar approach: As with the existing CEP, under the new CEP, companies that voluntarily self-disclose misconduct, fully cooperate, and timely remediate will generally receive a declination of prosecution — meaning no criminal charges or fines, though there are potential financial consequences through disgorgement and restitution — provided there are no aggravating circumstances.

Even where aggravating circumstances exist — such as particularly egregious conduct, pervasive misconduct within the company, substantial harm, or recent corporate recidivism — prosecutors retain discretion to recommend a declination if the company’s disclosure, cooperation, and remediation are sufficiently strong.

The “near miss” path: Where a declination is not warranted because an investigation is already underway or there are aggravating circumstances, the CEP continues to provide a structured “near miss” path offering a non-prosecution agreement with reduced penalties.

Comprehensiveness: The CEP policy supersedes all corporate enforcement policies previously in effect, and applies to all corporate criminal matters, save for Sherman Act violations, which remain governed by a separate leniency program handled by the Department’s Antitrust Division.

Key Changes

Penalty reductions: Under the old policy, “near miss” disclosures earned a 75 percent reduction off the low end of relevant penalties under the U.S. Sentencing Guidelines. The Department now has the discretion to reduce penalties by between 50 percent to 75 percent.

Disclosing whistleblower reports: Companies originally had 120 days to disclose internal whistleblower reports in order to qualify for a “presumption of declination.” The new CEP states they will “qualify” for a declination if they disclose the whistleblower report “as soon as reasonably practicable but no later than 120 days” after receiving it. It remains to be seen whether the promise of a “presumption of a declination” versus a “declination” will be meaningful.

The recidivism factor: The new CEP expands the scope of criminal history considered to determine whether aggravating circumstances limit a company’s eligibility for a declination. Previously, the Department looked only to adjudications and resolutions from the last five years. Now, it also considers those “based on similar conduct” regardless of when they occurred.

Notice of legal conflicts: A new provision requires companies to notify the Department ahead of taking an action required by law they believe conflicts with its investigation or de-confliction requests.

What This Means for You

Invest in compliance: The CEP makes clear that an effective compliance and ethics program is a prerequisite for receiving the policy’s most favorable outcomes. It specifically instructs companies to ensure their programs include robust risk assessments, adequate resources, independent compliance functions with access to senior leadership, and clear policies on document retention. The CEP considers this one of the requirements for “timely and appropriate remediation,” which is itself a prerequisite for qualifying for a declination.

Weigh the pros and cons of self-reporting: The new policy strengthens the case for voluntary self-disclosure in important ways. Still, companies should be clear-eyed about the tradeoffs. Self-disclosure triggers a government investigation that may prove burdensome; and under the new policy, the expanded recidivism lookback means that a prior resolution — even one more than five years old — could be held against a company in a future. Ultimately, the decision to self-report will continue to depend on the specific facts, the severity of the misconduct, the company’s enforcement history, and the strength of its compliance program.

This information is provided by Vinson & Elkins LLP for educational and informational purposes only and is not intended, nor should it be construed, as legal advice.