On March 10, 2026, the Department of Justice (DOJ) issued a revised Corporate Enforcement and Voluntary Self-Disclosure Policy (CEP). The policy governs how the DOJ resolves criminal investigations of corporations. It thereby creates a framework that directly shapes the legal exposure of the executives and employees inside those companies. Understanding how the CEP works, and what it demands of companies, is essential for any corporate officer or manager who may one day find themselves in the government’s crosshairs.

The Core Premise: Companies Are Rewarded for Turning Information Over to DOJ

The CEP is built on a simple proposition: the DOJ will offer substantial benefits—up to and including a complete declination of prosecution—to companies that voluntarily self-disclose misconduct, fully cooperate with investigators, and remediate the problem. That sounds straightforward. But here is what every executive should understand: the “information” that earns a company those benefits is almost always information about people.

To qualify for the most favorable treatment, a company must identify “all individuals involved in or responsible for the misconduct at issue, regardless of their position, status, or seniority”—including officers, employees, customers, and third parties. It must attribute specific facts to specific individuals, not just provide a general narrative. It must make employees available for government interviews. In short, the price of a declination for the company may be a referral for prosecution of the individuals within it.

Three Outcomes—and Why the Path the Company Takes Matters to You

The CEP creates three tiers of resolution, each with different consequences at the corporate level—and each sending a different signal about what the company has told DOJ about its people.

Part I — Declination: The company self-disclosed, fully cooperated, and remediated with no aggravating circumstances. DOJ declines to prosecute. The company still must pay disgorgement, forfeiture, and restitution. All declinations are made public.

Part II — Near Miss / NPA: The self-disclosure was in good faith but did not fully qualify, or aggravating factors exist. The company receives a Non-Prosecution Agreement (NPA), a term of fewer than three years, no independent compliance monitor, and a fine reduction of 50–75% off the low end of the Sentencing Guidelines range.

Part III — Prosecutorial Discretion: The company did not qualify for Part I or II. Prosecutors have full discretion over the form of resolution, term length, monitor requirements, and monetary penalty—with a maximum reduction of only 50% off the Sentencing Guidelines range.

The takeaway for executives: a company facing investigation has powerful financial incentives to cooperate aggressively with DOJ. That cooperation may include producing documents, providing witness names, and making employees available for interview—all steps that can materially affect individual criminal exposure.

What “Full Cooperation” By the Company Actually Requires

The CEP’s Appendix B defines full cooperation in demanding terms. A company earns cooperation credit only by doing all of the following:

• Disclosing all facts and non-privileged evidence, including the results of any internal investigation, and attributing specific conduct to specific individuals.

 

• Proactively disclosing relevant facts even when DOJ has not specifically requested them.

 

• Preserving, collecting, and producing documents—including overseas documents—and facilitating translation where needed.

 

• De-conflicting witness interviews so that the company’s internal investigation does not interfere with DOJ’s.

 

• Making company officers, employees, and agents available for DOJ interviews—including, where possible, former employees and individuals located overseas.

 

Critically, the policy makes clear that cooperation credit is earned from zero—not subtracted from a maximum. A company that delays, hedges, or provides incomplete disclosures forfeits the benefit of full credit. And the policy explicitly warns that a company that fails to demonstrate full cooperation at the earliest opportunity may reduce its ability to earn any cooperation credit at all.

The Risk to the Individual: When the Company’s Incentives Diverge from Yours

The CEP is designed to harness the company’s institutional interests in the service of individual accountability. DOJ’s longstanding priority is to hold culpable individuals—not just entities—responsible for corporate crime. The CEP advances that goal by making cooperation on individuals a prerequisite for the company’s most favorable treatment.

 

This creates a structural tension that every executive should understand before a crisis arises:

 

• The company’s counsel represents the company, not you. If your interests diverge from the company’s—as they often do in a government investigation—the company’s lawyers are obligated to act in the company’s interest.

 

• Corporate cooperation obligations can override informal assurances. An employer may have provided comfort that the company “stands behind” its employees. The CEP’s cooperation requirements can make that posture difficult to maintain.

 

• Whistleblowers now have a protected lane. The policy includes an express exception for DOJ’s Corporate Whistleblower Awards Pilot Program: if an employee files an internal report and separately submits to DOJ, the company has 120 days to self-disclose or lose its eligibility for a declination. That compressed timeline drives rapid corporate decision-making—potentially before you have an opportunity to retain your own counsel.

 

• This is also a good moment to be clear about what internal compliance hotlines and HR reporting mechanisms are not: they are company resources, designed to help the company identify and manage its exposure. They are not employee advocates, and a report made through an internal channel is available to the company’s lawyers. The CEP’s voluntary self-disclosure program is an entirely separate lane—one that runs directly to the government, not through the company.

 

• Remediation includes employee discipline. To satisfy the remediation prong, the company must “appropriately discipline” employees responsible for the misconduct—including those who failed in their supervisory oversight. Senior managers and executives with oversight responsibilities are squarely within scope.

How Executives Can Protect Themselves

The time to understand these dynamics is before a government investigation begins—not after. We recommend that corporate executives consider the following:

 

• Know your rights independently of the company. You have a Fifth Amendment right against self-incrimination. That right does not depend on the company’s cooperation posture.

 

• Retain independent counsel at the first sign of government interest. Early retention of experienced white-collar counsel allows you to assess your exposure separately from the company’s and to protect your interests if the company’s cooperation obligations expand.

 

• Understand that individuals have their own whistleblower lane. Long before the CEP created corporate incentives to self-disclose, federal law created parallel incentives for individuals. The SEC, CFTC, and DOJ whistleblower programs allow individuals to report misconduct directly to the government—independently of and sometimes in competition with a corporate self-disclosure—and to receive financial awards for doing so. Your company is unlikely to tell you this. If you have information about potential misconduct, counsel can help you evaluate whether and how those programs apply to your situation before the company’s cooperation obligations overtake the timeline.

 

• Understand your company’s document retention policies—and follow them. The CEP requires companies to demonstrate appropriate retention of business records and controls over personal communications and messaging applications, including ephemeral platforms. Failure in this area can itself become evidence of obstruction.

 

• Be deliberate about communications. Communications made on personal devices, through messaging applications, or in informal channels are not presumptively protected and may be subject to production in an internal investigation or to DOJ directly.

 

• Engage counsel before speaking with company investigators and before any company interview. The company’s counsel is required to give you an “Upjohn warning” that they represent the company, not you—take that warning seriously.