DOJ Speaks with One Voice: What the New Department-Wide CEP Means for Corporate Self-Disclosure

On March 10, 2026, the U.S. Department of Justice (DOJ) published its “first-ever” Department-wide Corporate Enforcement and Voluntary Self-Disclosure Policy (the “Department-wide CEP”), which will apply to all corporate criminal cases, with the exception of antitrust matters. The Department-wide CEP is designed to incentivize corporate self-reporting by providing benefits—including a presumption of declination of criminal prosecution—to companies that timely voluntarily disclose potential misconduct, fully cooperate with the DOJ’s investigation and remediate any misconduct. The new policy builds upon and expands the Criminal Division CEP, which was most-recently revised in May 2025 (see our prior alert here).

The most significant aspect of the Department-wide CEP is that for the first time, a single policy applies to “all corporate criminal matters handled by the Department” across all DOJ offices and components; the only exception is antitrust matters, which are subject to the Antitrust Division’s Leniency Program, a well-established program that offers incentives uniquely tailored to encourage corporate reporting of cartel activity. A DOJ press release accompanying the Department-wide CEP’s release stated that it “supersed[es] all component-specific or U.S. Attorney’s Office-specific corporate enforcement policies currently in effect.”

While the Department-wide CEP sends a clear signal to companies considering self-disclosure that they will be treated similarly regardless of the litigating component responsible for handling their disclosure, an immediate consequence is the potential for uncertainty regarding the application of enforcement policies previously in place within DOJ components and offices. For companies that have already made self-disclosures based on a calculus performed using preexisting policies, there may be uncertainty about which policy will apply in their matter. Going forward, moreover, it is not clear whether U.S. Attorney’s Offices will seek to issue their own, more nuanced corporate enforcement policies tailored to the specific circumstances or priorities in their Office—such as the Southern District of New York’s recently-announced Corporate Enforcement and Voluntary Self-Disclosure and Cooperation Program for Financial Crimes—that differ from or expand upon the Department-wide CEP. In the same vein, the DOJ seems to have also superseded policies developed to address complex issues of significant importance, such as the National Security Division’s Enforcement Policy for Business Organizations, which includes provisions tailored to national security matters, including with respect to blocking statutes and violations discovered through M&A activity.

While the Department-wide CEP draws heavily from the Criminal Division’s prior CEP, the Department-wide CEP includes a few small but not insignificant changes that allow prosecutors in the various litigating components to exercise discretion when circumstances warrant:

• Disclosure to Appropriate Component or Entity. It is still expected that to qualify for the full benefits of the CEP, the voluntary disclosure be made to the “appropriate component” of the DOJ, and the Department-wide CEP clarifies that disclosures “made only to federal regulatory agencies, state and local governments, or civil enforcement agencies generally do not qualify.” However, in an important concession to reason, the Department-wide CEP now provides that there may be circumstances in which good faith disclosures to such entities could qualify as a voluntary self-disclosure; this determination will be made “based on the particular facts and at the discretion of the [DOJ].”
• Expanded View of Recidivism. In assessing whether a declination is warranted, the DOJ considers whether a company is a recidivist (among other potential aggravating circumstances). While the now-superseded Criminal Division CEP considered whether the company had a criminal adjudication or resolution “based on similar misconduct” within the last five years, the Department-wide CEP provides for a more expansive view of recidivism, allowing the DOJ to consider whether the company has adjudicated or resolved a criminal matter either within the last five years or otherwise based on similar misconduct at any time in the past.
• Additional Prosecutorial Discretion in “Near-Miss” Situations. Where companies are ineligible for a declination because they did not meet the CEP’s five core requirements for a voluntary self-disclosure or because certain aggravating factors are present, the Criminal Division previously committed to provide a 75% reduction off the low end of the fine range, as determined by the U.S. Sentencing Guidelines. The Department-wide CEP now provides for additional prosecutorial discretion in such circumstances, allowing for a fine reduction of “at least 50% but not more than 75%” from the Guidelines range.
• Quicker Decision Making. The Department-wide CEP encourages prosecutors to inform companies “as soon as practicable” regarding their eligibility for a declination or alternative resolution under the CEP. It also directs prosecutors to include information in corporate resolutions outlining why a particular company received a particular amount of cooperation credit. Aside from these revisions, the key definitions, core provisions and even the PowerPoint-ready flow chart included in the Department-wide CEP remained substantively unchanged from the prior Criminal Division guidance.

The DOJ also included a footnote in the Department-wide CEP stating that the Department-wide Merger & Acquisition (M&A) Policy is a subset of circumstances addressed by the Department-wide CEP. This signals to acquirors and companies that both the M&A Policy and Department-wide CEP should be considered in connection with M&A (see our prior alerts here and here).

Key Takeaways

• The DOJ has a single CEP applicable to corporate criminal cases across the Department, clarifying DOJ’s intent to standardize corporate enforcement initiatives and incentives.
• The CEP signals to the private sector the DOJ’s intent to decline to prosecute—or, if ineligible for a declination, provide significant credit to—companies that voluntarily self-disclose, fully cooperate and remediate, while continuing to include “aggravating circumstances” language that allows prosecutors to exercise discretion.
• As the DOJ press release makes clear, the Department-wide CEP “supersed[es] all component-specific or U.S. Attorney’s Office-specific corporate enforcement policies currently in effect.” It remains to be seen how this principle is applied in practice, particularly for self-disclosures that have already occurred or regarding specific issues that are not addressed in the Department-wide CEP.
• Companies and acquirors considering self-disclosure, including in connection with M&A, now have greater certainty regarding the benefits, including declination, they can expect to receive regardless of the DOJ component or office that handles their disclosure and any resulting investigation.
• In the M&A context, pre-acquisition due diligence, negotiation of robust contractual protections including indemnification clauses, as well as prompt, post-closing compliance integration measures by acquirors, remain critical.