DOJ Expands Corporate Enforcement and Voluntary Self-Disclosure Policy Nationwide

On March 10, 2026, the U.S. Department of Justice (DOJ) released a revised and expanded Corporate Enforcement and Voluntary Self-Disclosure Policy (CEP), which now applies, for the first time, to all corporate criminal matters handled by DOJ.¹ Through the CEP, DOJ seeks to incentivize companies to voluntarily self-report potential misconduct, meaningfully cooperate with law enforcement, make good faith efforts to rectify wrongdoing, and invest in effective compliance programs in exchange for benefits — including a presumption of declination of criminal prosecution.

The updated CEP marks a significant departure from its prior iteration, which was limited to corporate criminal matters handled by the DOJ’s Criminal Division and not to other DOJ components nor the U.S. Attorney’s Offices (USAOs) across the country. Additionally, the new CEP introduces meaningful changes across all aspects of the policy — particularly regarding the scope of corporate recidivism considered an aggravating circumstance when making a declination of prosecution decision, as well as the range of fine reductions available in corporate criminal resolutions. Significantly, DOJ confirmed in its accompanying announcement that the new CEP supersedes all component-specific or USAO-specific corporate enforcement policies currently in effect. The timing of the updated CEP is interesting, as only two weeks earlier (on February 24, 2026), the USAO for the Southern District of New York (SDNY) released its Corporate Enforcement Policy and Voluntary Self-Disclosure Program for Financial Crimes (VSD). The announcement of the CEP suggests that the SDNY’s new policy is already superseded.

Part I: Declination Criteria

The CEP preserves the same four-factor framework for a declination of prosecution as existed under the prior Criminal Division CEP framework: (i) voluntary self-disclosure to an appropriate DOJ criminal component; (ii) full cooperation with DOJ's investigation; (iii) timely and appropriate remediation; and (iv) no aggravating circumstances related to the nature and seriousness of the offence, egregiousness or pervasiveness of the misconduct, severity of harm, or corporate recidivism. Some changes lie, however, in how DOJ re-defines aspects of these underlying elements.

Voluntary Self-Disclosure. The CEP’s definition of what an appropriate “voluntary self-disclosure” is follows the same five-part framework as the prior Criminal Division policy: (i) the company must make a good faith disclosure; (ii) the misconduct must not be previously known to DOJ; (iii) the company had no pre-existing obligation to disclose the misconduct to DOJ; (iv) the voluntary disclosure occurs prior to an imminent threat of disclosure or government investigation; and (v) the company discloses the conduct to DOJ within a reasonably prompt time after becoming aware of the misconduct. To account for the CEP’s expanded DOJ-wide scope, however, the disclosure must now be made to the appropriate DOJ component — whether that be, for instance, the Criminal Division, a USAO, the newly formed National Fraud Enforcement Division, or otherwise — rather than just the Criminal Division, with a good faith disclosure to one component qualifying even if the matter is later brought to the attention of another.

The CEP also preserves the prior version’s exception for DOJ’s Corporate Whistleblower Awards Pilot Program. Under this exception, a company will still qualify for a declination if a whistleblower makes both an internal report to a company and a whistleblower submission to DOJ, provided that the company: (i) self-reports the conduct to DOJ as soon as reasonably practicable, but no later than 120 days after receiving the whistleblowers internal report; and (ii) meets the other requirements for voluntary self-disclosure and a declination under the policy. The prior CEP gave the company 120 days to self-report; the additional words “as soon as reasonably practicable” adds a new timeliness incentive to the company’s reporting obligations.

Cooperation. The cooperation standard in the CEP refines the prior Criminal Division approach in several ways. Under both versions, a company is considered to have fully cooperated when it (i) proactively cooperates; (ii) timely and voluntarily preserves, collects, and discloses relevant documents and information; (iii) de-conflicts witness interviews and other investigative steps that a company intends to take as part of its internal investigation; and (iv) subject to individuals’ Fifth Amendment rights, makes company officers and employees who possess relevant information available for interviews by DOJ. But whereas full cooperation under the prior CEP entailed (i) disclosure of all relevant, non-privileged facts known to the company and (ii) timely disclosure of all facts relevant to the conduct at issue, the new CEP consolidates these obligations into a single unified item, such that companies must timely, truthfully, and accurately disclose all facts and non-privileged evidence, including attribution of facts to specific sources.

Further, DOJ will now consider the size, sophistication, and financial condition of the cooperating company when assessing the scope, quantity, quality, impact, and timing of its cooperation, in contrast to the prior policy, which placed the burden firmly on the company to prove financial impairment.

Remediation. The updated CEP’s remediation requirement remains unchanged and requires: (i) a root cause analysis; (ii) an effective compliance and ethics program meeting eight specific criteria; (iii) appropriate employee discipline; (iv) appropriate retention of business records, including controls on ephemeral messaging; and (v) any additional steps demonstrating recognition of seriousness and acceptance of responsibility.

Aggravating Circumstances. While the categories of aggravating circumstances are likewise unchanged, the new CEP’s broader definition of “recidivism” casts a wider net over past misconduct. Whereas the prior Criminal Division policy defined recidivism to mean a criminal adjudication or resolution within the last five years based on similar misconduct, the CEP now captures a criminal adjudication or resolution either within the last five years or otherwise based on similar misconduct — even if outside the five-year window. Companies with prior resolutions in related areas should proactively assess their exposure under this expanded definition before deciding whether to self-report.

The updated CEP also continues to allow for prosecutorial discretion to recommend a declination despite the presence of aggravating circumstances, based on a weighing of the severity of those circumstances and the company's cooperation and remediation — but now expressly adds “voluntary self-disclosure” as an additional balancing factor.

As part of any CEP declination, the company will be required to pay all disgorgement/forfeiture as well as restitution/victim compensation payments resulting from the misconduct at issue. All declinations under the CEP will be made public.

Part II: “Near Miss” Resolutions

The CEP also outlines DOJ’s approach to “near miss” instances in which a company fully cooperates and timely remediates, but does not qualify for a declination because: (i) its good faith self-report does not qualify as a voluntary self-disclosure; and/or (ii) it has aggravating factors that warrant a criminal resolution. The prior policy used “or” to connect these two triggers; the CEP’s use of “and/or” makes clear that both factors may apply simultaneously.

As with the prior CEP, companies qualifying for a “near miss” resolution under Part II of the updated CEP will receive a non-prosecution agreement (NPA) — absent particularly egregious or multiple aggravating circumstances — with a term of fewer than three years and no requirement for an independent compliance monitor. Companies will also continue to receive a reduction off the advisory U.S. Sentencing Guidelines fine range. But whereas the prior CEP provided a guaranteed fixed reduction of 75% off the low end of the applicable range, the updated CEP now gives prosecutors discretion to award a reduction of between 50% to 75%. This provides for a potentially significant reduction in the guaranteed benefit for “near miss” companies, as prosecutors now have discretion to award as little as 50%, and the prior certainty of a 75% reduction is gone.

Part III: Resolutions in Other Cases

Where a company is neither eligible for a declination (under Part I) nor an NPA (under Part II), the new CEP continues to provide prosecutors with discretion to determine the appropriate resolution — including the form, term length, compliance obligations, and monetary penalty — subject to a maximum reduction of no more than 50% off the applicable U.S. Sentencing Guidelines fine, with a presumption that the reduction will be taken from the low end of the range for companies that fully cooperate and timely remediate. This provision is substantively unchanged from the prior Criminal Division policy.

Key Takeaways

The new CEP’s DOJ-wide reach means that companies must consider the CEP framework in any corporate criminal investigation — not only those historically involving DOJ’s Criminal Division.

• The expanded recidivism definition warrants a proactive audit of prior corporate resolutions to assess whether they could be characterized as involving similar misconduct, even if outside the five-year window.
• The reduction in the guaranteed fine discount from a fixed 75% to a range of 50–75% weakens the incentive for companies that cannot satisfy the full declination requirements. Companies should factor this into voluntary disclosure decisions at an early stage.
• The CEP expressly supersedes all USAO-specific corporate enforcement policies, including the SDNY VSD, which is limited to financial crimes. Companies with potential exposure in this space should not assume that the SDNY VSD’s more favorable terms — including early conditional declination, the no-fines framework, and the narrower aggravating circumstances definition — remain available. Further DOJ guidance should be monitored closely regarding the continued implementation of the SDNY VSD in light of the CEP.  
• In all cases, early and candid engagement with counsel remains essential — the framework for voluntary self-disclosure continues to evolve rapidly, and the window for self-reporting carries significant strategic consequences.

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Goodwin’s Government Investigations, Enforcement & White Collar Defense lawyers will continue to monitor enforcement developments such as those described here and their potential implications. Please contact the Goodwin team with any questions related to these DOJ policies and if we can assist you with counsel in responding to any inquires or investigations.