Promises and Pitfalls: Department of Justice Releases Department-Wide Corporate Enforcement and Voluntary Self-Disclosure Policy

On March 10, 2026, the Department of Justice (DOJ) released a DOJ-wide Corporate Enforcement and Voluntary Self-Disclosure Policy (CEP) applicable to all criminal matters, except antitrust. The policy is intended to “promot[e] uniformity, predictability, and fairness in how [the federal government] pursues white-collar cases.”

The CEP largely extends the Criminal Division’s Corporate Enforcement and Voluntary Self-Disclosure Policy issued on May 11, 2025 (Criminal Division VSD Policy) to other DOJ components, without meaningful changes to the qualifying criteria or benefits available to companies. As a result, the DOJ has effectively carried forward the same pitfalls and ambiguities that existed in the Criminal Division VSD Policy—missing an opportunity to provide the greater clarity and objectivity reflected in some other now-replaced voluntary self-disclosure (VSD) programs, including the recent announcement from the U.S. Attorney’s Office for the Southern District of New York.

Key Takeaways

• At its core, the CEP largely extends the Criminal Division VSD Policy to other DOJ components (with the exception of the Antitrust Division).

• The CEP reinforces DOJ’s effort to incentivize VSDs while attempting to provide some transparency regarding when and how companies may receive leniency.

• By creating a DOJ-wide policy, the CEP reduces the variation and flexibility that existed when individual DOJ components—including U.S. Attorneys’ Offices—maintained their own VSD programs.

• The CEP retains several significant gray areas from the Criminal Division VSD Policy. These include:

1. Whether a disclosure qualifies as voluntary (as opposed to occurring after an imminent threat of investigation), prompt, and not otherwise required by law;
2. The scope and fullness of a company’s cooperation; and
3. How prosecutors determine the existence of aggravating circumstances.

• Ultimately, the decision whether to make a voluntary disclosure remains a question of trust: whether a company believes DOJ will apply the policy fairly and predictably. That level of trust may depend in part on the type of case involved and whether the conduct falls within a current DOJ enforcement priority, as well as the company’s confidence that DOJ will seek an efficient resolution without imposing undue burdens on legitimate businesses.

Background

Prior to the issuance of the DOJ-wide CEP, the VSD landscape largely consisted of policies adopted by individual DOJ components and U.S. Attorneys’ Offices. This framework emerged from a directive issued by the Deputy Attorney General in the fall of 2022, instructing each DOJ component to publish its own VSD policy.

By early 2023, several components—including the Criminal Division, the Consumer Protection Branch, the National Security Division, the Environmental Crimes Section of the Environmental and Natural Resources Division, and the Tax Division—had adopted VSD policies. Although these policies were broadly similar with respect to core concepts such as voluntariness, timeliness, cooperation, remediation, restitution, and aggravating circumstances, meaningful differences remained, particularly regarding the presumptive outcome following disclosure.

U.S. Attorneys’ Offices also adopted their own policy framework, under which individual offices could coordinate with the relevant DOJ component or seek approval to apply alternative VSD provisions where appropriate. This flexibility resulted in local VSD programs that sometimes diverged significantly from the broader DOJ approach. For example, just weeks before the announcement of the CEP, the U.S. Attorney’s Office for the Southern District of New York introduced a VSD program that departed substantially from other DOJ components’ policies with respect to voluntariness, cooperation, and aggravating circumstances.

Against this backdrop—and particularly in light of these variations—the DOJ announced the CEP as a unified framework designed to “supersede all component-specific or U.S. Attorney’s Office-specific corporate enforcement policies currently in effect.”

Analysis of the CEP

Through the CEP, the DOJ seeks to “incentivize companies to voluntarily disclose discovered misconduct, cooperate with [its] investigations, and timely and appropriately remediate wrongdoing.”

Companies that voluntarily disclose misconduct and fully satisfy the CEP’s criteria may receive significant benefits, including the possibility of a declination, avoidance of an independent compliance monitor, and reduced financial penalties. However, qualifying for these benefits still requires satisfying criteria that remain ambiguous in several important respects.

By not addressing these ambiguities, the DOJ missed an opportunity to provide greater clarity that might encourage more companies to come forward. As a result, companies must continue to carefully weigh the risks and potential rewards of VSDs.

Voluntariness

The voluntariness requirement continues to present significant uncertainty. The CEP retains several ambiguous standards from the Criminal Division policy.

First, to qualify as voluntary, a disclosure must occur “prior to an imminent threat of disclosure or government investigation.” Neither the CEP nor other DOJ guidance meaningfully defines what constitutes an “imminent threat,” leaving the determination largely to prosecutorial discretion.

Second, the CEP requires that a disclosure be made “within a reasonably prompt time after [the company] becomes aware of the misconduct,” with the burden placed on the company to demonstrate timeliness. Yet, the CEP provides no objective benchmarks or metrics for what constitutes prompt disclosure. This creates a practical dilemma. A company that moves quickly to disclose risks appearing incomplete or inaccurate if additional facts later emerge. Conversely, a company that takes time to investigate and develop a full record risks being deemed insufficiently prompt to qualify for favorable treatment.

Third, the CEP requires that a disclosure not be otherwise required by law. The policy, however, does not clearly address when a company is obligated to make regulatory, contractual, or permit-based reports that contain facts that, in and of themselves, do not reveal misconduct but are relevant to that misconduct. In this case, it is unclear whether a subsequent VSD to DOJ would qualify for the most favorable treatment under the CEP.

Cooperation

The CEP also preserves substantial prosecutorial discretion regarding what constitutes “full cooperation.” Companies must disclose all relevant non-privileged facts, proactively identify opportunities for the DOJ to obtain additional information, facilitate document productions, and make employees available for interviews.

Some aspects of this requirement can pull in different directions. Companies are expected to act promptly, which can undermine accuracy and completeness. In addition, companies are expected to identify opportunities for the DOJ to obtain facts that the DOJ does not yet know. This effectively requires them to divine the DOJ’s knowledge gaps.

Aggravating Circumstances

The presence of aggravating circumstances can disqualify a company from receiving a declination. The CEP defines aggravating circumstances to include the seriousness of the offense, the egregiousness or pervasiveness of the misconduct, the severity of harm, and corporate recidivism.

Aggravating circumstances have long been areas of significant prosecutorial discretion and dispute in criminal enforcement matters. The DOJ declined to clarify these factors in a more objective way within the CEP. By contrast, the Southern District of New York’s recent VSD program adopted a more structured approach that ties aggravating circumstances to specific offense categories.

The CEP in Detail

Resolution Through Declination

Under the CEP, a company may receive a declination if it satisfies four criteria:

1. Voluntary self-disclosure of misconduct to the appropriate DOJ component;
2. Full cooperation with the DOJ investigation;
3. Timely and appropriate remediation; and
4. Absence of aggravating circumstances.

In addition, the company must pay disgorgement, forfeiture, and restitution. The DOJ will publicly disclose declinations.

Voluntariness

To satisfy the voluntariness requirement, a company must make a good-faith disclosure to the appropriate DOJ component before the misconduct becomes known to the DOJ, without a preexisting legal obligation to disclose it, and before an imminent threat of investigation. The disclosure also must occur within a reasonably prompt time after the company becomes aware of the misconduct. Generally, the company also must not have made prior disclosure to state or other federal entities.

If a whistleblower reports the misconduct internally and to the DOJ before the company does, the company may still qualify if it discloses the misconduct within 120 days of receiving the internal report and satisfies the other requirements.

Full Cooperation

Full cooperation requires companies to disclose relevant facts and evidence, proactively assist investigators, preserve and produce relevant documents—including those located overseas—facilitate third-party productions, and make employees available for interviews.

Timely and Appropriate Remediation

Companies must conduct root-cause analyses, enhance compliance programs, discipline responsible employees—including supervisors of wrongdoers—and demonstrate accountability through appropriate remedial measures.

Absence of Aggravating Circumstances

A company must show that the misconduct did not involve serious aggravating circumstances, including pervasive wrongdoing, significant harm, or repeated misconduct.

Resolution of a VSD Case that Fails to Meet Declination Criteria

For cases that fall short of a declination but still involve voluntary disclosure, cooperation, and remediation, the DOJ describes a near-miss framework. When the DOJ concludes that a company that made a VSD failed with respect to voluntariness, aggravating circumstances, or both, the DOJ may resolve the case with:

1. A non-prosecution agreement (NPA);
2. A term of less than three years;
3. No compliance monitor; and
4. A fine reduction of between 50% and 75% of the applicable Sentencing Guidelines range.

Resolution of Other Cases

Where companies fail to qualify for a declination or a near-miss resolution, the DOJ retains full prosecutorial discretion regarding resolution structure, penalties, and compliance requirements.

The CEP indicates that monetary penalties will generally not be reduced by more than 50% from the applicable Sentencing Guidelines range. Companies that cooperate and remediate may still receive reductions calculated from the low end of that range.

Approval Process

All resolutions under the CEP must be approved by the Assistant Attorney General for the relevant DOJ division and/or the U.S. Attorney for the applicable district. These approvals must also be coordinated with the Office of the Deputy Attorney General and the Criminal Division as required under the Justice Manual.

About the Authors

David Carney, Adriaen Morse, and Lionel Andre are Partners at SECIL Law PLLC, a Washington, D.C.–based boutique focused on white-collar criminal defense, government and internal investigations, securities disputes, international trade enforcement, and complex civil litigation.

Collectively, the authors bring extensive experience navigating parallel civil and criminal enforcement risk, complex regulatory frameworks, and time-sensitive litigation strategy, and routinely counsel companies confronting government investigations.

David, Adriaen, and Lionel can be reached at dcarney@secillaw.com, amorse@secillaw.com, and landre@secillaw.com, respectively.