When a company detects potential criminal misconduct, it must decide whether to self-disclose the misconduct to the U.S. Department of Justice (DOJ). This decision—while always complicated—is even more difficult during presidential administration transition periods, as the DOJ’s policies are in flux and enforcement priorities are unclear.

Now, after months of uncertainty, the Trump Administration’s DOJ has unveiled its revised Corporate Enforcement and Voluntary Self-Disclosure Policy (CEP), which is designed to incentivize companies to “come forward, come clean, reform, and cooperate with the government in efficient investigations and prosecutions of the most culpable actors.”

This alert analyzes the DOJ’s most important revisions to the CEP, explores how these changes alter the calculus for corporations deciding whether to self-disclose potential criminal violations to the DOJ, and explains the implications of the revised CEP for compliance professionals, in-house counsel, and corporate executives.

The 2025 Overhaul of the CEP

The revised CEP was unveiled in a speech on May 12, 2025, by Matthew Galeotti, the head of the DOJ’s Criminal Division. Galeotti explained that the DOJ’s prior guidance regarding voluntary self-disclosure was vague, which resulted in companies being reluctant to affirmatively disclose misconduct because the costs and benefits of doing so were unclear. He explained that the DOJ’s revised CEP provides clear guidance about the concrete benefits that companies would receive from voluntary self-disclosing crimes, cooperating with the DOJ, and undertaking effective remediation.

The 2025 CEP is the most transparent and streamlined version of this policy to date and includes a flow chart showing the process and results. The new CEP indicates the DOJ’s willingness to reward companies willing to self-disclose.

The CEP’s framework is focused on three “paths” for corporate criminal resolutions. These paths are:

1. Declination Path: Companies that submit voluntary self-disclosures that meet the CEP’s criteria will receive declinations from the DOJ;
2. Near Misses: Companies that self-disclose and make good-faith attempts to meet the CEP’s criteria but ultimately fall short—because either the self-disclosure was not voluntary or aggravating factors were present—will receive non-prosecution agreements (NPA) from the DOJ; and
3. Other Resolutions: Companies that fail to self-report, cooperate, or remediate will not receive any definite benefits. In these scenarios, the DOJ still may exercise its discretion to seek lower punishments, including up to a 50 percent reduction in penalties, as long as the company met some of the CEP’s criteria outlined above.

The First Path: Declination Path

The first path outlined in the CEP is the “Declination Path.” To receive a declination, companies must meet four “Voluntary Self-Disclosure Requirements:”

1. Voluntarily self-disclose the misconduct to the DOJ
2. Fully cooperate with the DOJ’s investigation
3. Timely and appropriately remediate the misconduct
4. Have no aggravating factors (e.g., egregious misconduct, misconduct that is pervasive within the company, or misconduct that causes severe harm).

If the company meets all of these criteria, it will receive a declination. This is a policy shift from prior versions of the CEP where the DOJ only agreed to a presumption of a declination if the company met the relevant criteria, although in the past, almost all companies that self-disclosed misconduct received declinations even when they had aggravating factors.

The Second Path: “Near Misses”

The 2025 CEP introduces a new concept of “near miss.” A “near miss” occurs when a company self-reports, fully cooperates, and undertakes timely and appropriate remediation, but the company is ineligible for a declination because:

• the company’s self-disclosure, while made in good faith, did not meet the definition of a voluntary self-disclosure under the CEP, or
• aggravating factors were present.

In “near miss” situations, the company will receive an NPA (absent egregious aggravating circumstances, as discussed below) with a term of less than three years, will not receive a monitor, and will pay a fine that is 75 percent below the low end of the sentencing guidelines range.

For companies concerned about self-disclosing because they could inadvertently fall into a “near miss” situation, the DOJ provided additional clarification regarding the criteria that could give rise to a “near miss.”

1. Good faith self-disclosures could fail to meet the voluntary standard for several reasons. A self-report is not “voluntary” if the DOJ already knew about the underlying conduct or if the company had a pre-existing duty to report the misconduct. Likewise, a self-report is not “voluntary” if the company waited an unreasonably long period of time before notifying the DOJ and then only reported the misconduct when there was an imminent threat that the DOJ would learn about it. If any of these circumstances are present, the disclosure would be considered a “near miss.”
2. Even if aggravating factors are present, companies may still be eligible for a declination under the CEP based on the DOJ’s “weighing the severity of those aggravating circumstances and the company’s cooperation and remediation.”

The Third Path: Other Resolutions

The final path articulated in the 2025 CEP is referred to as “Resolution in Other Cases.” Companies can end up on this path if they:

• fail to voluntarily self-report misconduct in good faith,
• do not fully cooperate with DOJ’s investigation or appropriately remediate the misconduct; or
• are engaged in egregious aggravating factors.

Even if a company falls onto this “Other Resolutions” path, the revised CEP gives the DOJ the discretion to determine an appropriate resolution. Regarding the monetary penalty, the largest fine reduction that the DOJ will recommend is up to 50 percent off the sentencing guidelines calculation for cases that fit into this category. Notably, the CEP includes a presumption that the reduction will be taken from the low end of the guidelines range if a company fully cooperated and timely and appropriately remediated. If the company did not take these steps, the DOJ may seek a fine based on the middle or high end of the guidelines range.

Key Takeaways

Since the beginning of the second Trump administration, companies have been waiting to learn how the DOJ will treat white-collar crime and corporate criminal investigations. The release of a revised CEP helps clarify the benefits that companies will receive if they voluntarily self-disclose, cooperate with the DOJ, and engage in effective remediation. The revised CEP also makes clear that the DOJ will continue to enforce corporate crime laws during President Trump’s second term in office.

While the substantive changes to the CEP are favorable to companies, the DOJ still retains flexibility to account for all relevant facts when dealing with companies that have engaged in misconduct. Under the CEP, the DOJ will weigh the severity of any aggravating factors against the company’s disclosure, cooperation, and remediation.

In light of the revised CEP, companies should closely review their compliance programs and internal controls to ensure that they are effectively detecting, preventing, and remediating misconduct. Companies that have discovered criminal misconduct should analyze the new benefits of self-disclosure and weigh them against the costs of informing the DOJ of its historical violations. And, should a company decide to self-disclose, it must analyze how best to cooperate with the DOJ so as to avoid having its disclosure be deemed a “near miss.” This calculus is complicated, given the potential collateral consequences to the company and its shareholders, and should not be handled lightly.

For more information on the changes to the CEP, how to establish or bolster your compliance program and internal controls, how to respond to a government investigation, or any related matter, please contact a member of Wilson Sonsini’s White Collar Crime and Government Investigations practices.