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The U.S. Department of Justice ("DOJ") has for the first time ever issued a uniform Corporate Enforcement and Voluntary Self-Disclosure Policy ("CEP"), taking another step toward standardizing corporate crime enforcement by creating a single, Department-wide playbook for how corporate misconduct will be evaluated and prosecuted by DOJ.
The guidance, issued on March 10, 2026, will apply across all DOJ divisions (other than antitrust) and gives insight into how the Trump administration plans to address criminal enforcement and compliance in the corporate world.
Background of the CEP
In May 2025, the DOJ issued a Corporate Enforcement Policy which reflects much of what is included in this year's CEP. Notably, the May 2025 Policy applied only to DOJ's Criminal Division. The newly released CEP applies Department-wide (with the exception of antitrust cases). It also supersedes other previously issued office-specific CEPs (including the recently issued SDNY policy).
While many of the principles mirror existing DOJ positions toward corporate compliance, here are a few things businesses should know about the uniform CEP:
DOJ Expects Organizations to Be Proactive
DOJ is incentivizing business organizations to self-report misconduct. The guidance instructs prosecutors to decline bringing criminal charges against an entity for misconduct where four circumstances exist:
- The organization self-reported the conduct to DOJ
- The organization fully cooperated with DOJ's investigation
- The company "timely and appropriately" remediated the misconduct
- The misconduct does not involve certain "aggravating circumstances"
Moreover, the CEP requires that companies report the offense to the appropriate division of DOJ. (Making a voluntary self disclosure solely to a regulatory agency will not suffice.)
What are possible "aggravating circumstances"? DOJ lists as examples the nature and seriousness of the offense, egregiousness or pervasiveness of conduct within the company, and corporate recidivism—or whether the company has engaged in similar conduct.
The CEP leaves room for prosecutorial discretion and leniency even if any of the above aggravating circumstances exist. Prosecutors may "weigh" these in deciding whether to decline or move forward with a prosecution. That being said, if DOJ chooses not to mount a prosecution, it will still require a company to "disgorge"—in effect forfeit—any proceeds it received as a result of the misconduct. The company will also be required to pay restitution to any victims of the misconduct.
If a Company Falls Short, the CEP Allows DOJ to Nevertheless Reward a Company's Good Faith Efforts to Self-Report, Cooperate, and Remediate
Where a company otherwise meets the four factors above but falls short—namely, where (1) a company voluntarily self-reports misconduct but that report is not technically a "voluntary self-disclosure" because DOJ already knew of the misconduct, or (2) there were any of the aggravating factors listed above—not all hope is lost. The CEP instructs prosecutors to, in most cases, provide a non-prosecution agreement, allow for a term length less than three years, not require an independent compliance monitor, and provide a 50% to 75% reduction in fines prescribed by the U.S. Sentencing Guidelines.
In all other situations, the CEP continues to provide prosecutors discretion in determining how to treat the company, what penalties to levy, and what compliance to require.
What This Means for Companies
The CEP reflects DOJ's avowed faith in companies to exercise good judgment and presents an important incentive for companies to be proactive in reporting misconduct within their ranks. However, companies must still be proactive in promoting compliance among their personnel. The CEP rewards the vigilant compliance department and incentivizes companies to take a proactive stance in rooting out fraud, theft, corruption, and abuse.
Leadership should consult with their in-house and external counsel to discuss ways of aligning their policies and practices to reap the benefits of proactive investigation and self-disclosure under the new CEP where any legal missteps are detected.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
