Alert

DOJ Overhauls Corporate Enforcement, Disclosure Policy, Offering Clearer Path to Leniency

June 18, 2025

The decision for a company to self-disclose potential criminal misconduct to the U.S. Department of Justice (DOJ) is always complex. This is particularly true during periods of administration transitions when DOJ policies and enforcement priorities may be uncertain. However, following months of anticipation, the Trump Administration’s DOJ has released its revised Corporate Enforcement and Voluntary Self-Disclosure Policy (CEP).

The new policy aims to provide companies with greater certainty and strong incentives for voluntarily disclosing misconduct, cooperating with investigations, and implementing effective remediation.

Key Changes to the CEP

Guaranteed declination, not just a presumption: The most significant change in the revised CEP is the commitment to providing a guaranteed declination of prosecution for companies that meet specific criteria. Previously, the CEP only offered a presumption of declination. The revised CEP explicitly states that the Criminal Division will decline to prosecute a company if it:

• voluntarily self-discloses the misconduct to the Criminal Division
• fully cooperates with the Criminal Division’s investigation
• timely and appropriately remediates the misconduct
• has no aggravating circumstances related to the nature and seriousness of the offense

“Near Miss” category: The revised CEP introduces a new “near miss” category for companies that self-report in good faith but do not meet all the requirements for a declination.

• These companies may still be eligible for a non-prosecution agreement (NPA), which typically includes a term of less than three years, a 75% reduction off the low end of the U.S. Sentencing Guidelines fine range.
• There is no requirement for an independent compliance monitor.

Resolutions in other cases: The revised CEP also outlines a third route to resolution: If a company’s situation does not qualify for a declination or an NPA, prosecutors still have discretion to determine the appropriate resolution.

• This includes the imposition of penalties, term lengths, compliance obligations, and monetary fines.
• Prosecutors typically will apply a reduction from the low end of the fine range for non-recidivist companies that have fully cooperated and remediated the misconduct.

The 2025 CEP is described as the most transparent and streamlined version of the policy to date, including a flow chart to illustrate the process and potential outcomes. The DOJ continues its focus on pursuing individual wrongdoers, emphasizing the importance of companies providing all relevant, non-privileged facts about individuals involved in the misconduct as part of their cooperation.

The revised policy and related guidance suggest a higher bar for imposing compliance monitors, with a presumption against their use unless deemed necessary to prevent recurrence of criminal conduct.

Implications for Companies

The revised CEP aims to incentivize companies to proactively address potential misconduct. The clear pathway to a declination provides a strong incentive for companies to:

• Prioritize internal investigations: Companies may want to proactively assess misconduct and make timely self-disclosure decisions before whistleblowers or government investigations intervene.
• Embrace cooperation: Full and timely cooperation with DOJ investigations is essential to qualify for the benefits offered under the CEP.
• Implement effective remediation: Companies must demonstrate timely and appropriate remediation to prevent recurrence of the misconduct.

Key Takeaways for Companies

With the release of the 2025 CEP, the DOJ has provided clearer incentives for voluntary self-disclosure, along with well-defined consequences for inaction. The policy reaffirms that corporate crime enforcement will remain a priority in President Trump’s second term.

While the revised CEP introduces more favorable terms for companies that act in good faith, it also preserves prosecutorial discretion to address misconduct proportionately. The DOJ will continue to weigh the seriousness of any aggravating factors against a company’s efforts to disclose, cooperate, and remediate.

Companies may want to reassess their internal compliance frameworks in light of the new CEP. Those that discover criminal misconduct must now carefully consider whether and how to self-disclose. A strategic, well-documented approach to cooperation with the DOJ is crucial to avoid falling into the “near miss” category and to maximize potential benefits under the policy.

Given the potential legal and reputational consequences, these decisions require thorough legal analysis and strategic planning involving senior leadership and legal counsel.

The Bottom Line

By focusing on transparency and predictability, the revised CEP seeks to encourage greater corporate accountability and collaboration with the government. Companies may want to carefully consider the implications of these changes and consult with legal counsel to navigate the complexities of corporate criminal enforcement.