On May 12, 2025, Matthew R. Galeotti, the head of the DOJ's Criminal Division, gave a speech at SIFMA's Money Laundering and Financial Crimes Conference that previewed subsequently issued policy changes impacting the Criminal Division.
Specifically, the Criminal Division's Corporate Enforcement and Voluntary Self-Disclosure Policy (CEP), the Corporate Whistleblower Rewards Pilot Program (WEPP), and monitorship considerations were changed in several ways. In sum, the Criminal Division is directing its prosecutors to provide companies more leeway in the types and forms of resolutions available, but continues to expect disclosure, cooperation, and remediation, and plans to utilize whistleblowers for more types of criminal conduct. Significantly, the Criminal Division will continue to review internal controls, compliance programs, and compliance culture in its enforcement. As Galeotti noted, "now is the time to report, remediate, and strengthen compliance to ensure American prosperity."
Key Changes to the CEP, Monitorship Consideration, and WEPP
Below is a high-level overview of the changes to both the CEP and WEPP.
- Voluntary Self-Disclosure remains key to the Criminal Division,
but the following changes apply:
- Companies that voluntarily disclose misconduct before DOJ discovers the misconduct and meet the CEP's already existing requirements of cooperation, timely and appropriate remediation, and no aggravating factors, will now receive a public declination.
- Previously, only a presumption of a declination was available and declinations were typically not public. Even where aggravating circumstances exist, prosecutors are directed to weigh those circumstances against the level of the company's cooperation and remediation and use their discretion on whether to still recommend a declination.
- Companies that voluntarily disclose misconduct within 120 days of receiving a whistleblower's internal report (and meet other criteria) remain eligible for the presumption of a declination even if the whistleblower has already reported the misconduct to DOJ. This remains unchanged from the previous policy.
- Companies that do not voluntarily self-disclose misconduct before DOJ discovers that misconduct through other means or companies that exhibit aggravating factors that warrant a criminal resolution are still eligible to receive a Non-Prosecution Agreement with less than a three-year term, 75% reductions in criminal fines, and no monitor. Based on these revisions, even recidivist companies, defined as having a criminal resolution or adjudication within the previous five years, have a chance for a declination or NPA, a limited term, and fine reductions.
- Companies that never intended to and did not voluntarily disclose misconduct may, at the at prosecutors' discretion, be able to receive any type of resolution with a three-year term and up to a 50% reduction in criminal fines.
- Cooperation and remediation requirements remain largely the same.
- According to Galeotti's speech, existing monitorships are
under review and new monitorships will only be imposed in the
following circumstances and under the following conditions:
- In order to impose a monitor, prosecutors must consider: (i) the nature and seriousness of the conduct, focused primarily on the harm to Americans and American businesses, and the risk that it will happen again; (ii) the availability of other oversight such as through a regulator; (iii) the efficacy of the company's compliance program and culture at the time of resolution; and (iv) the maturity of the company's controls and ability of the company to test and update its compliance program.
- Monitors will have a fee cap, DOJ-approved budgets, and bi-annual meetings with the DOJ and the company.
- DOJ's nascent Whistleblower Rewards Program added new
categories of reporting but continues to require successful
prosecution and forfeiture for payouts. The expanded categories
include:
- Some largely domestic issues, such as procurement and federal program fraud;
- Border security issues, such as federal immigration law violations and facilitation of cartels or transnational criminal organizations through money laundering, narcotics, and Controlled Substances Act violations; as well as
- Several categories of violations relating to foreign trade and national security, including trade; tariff and customs fraud; sanctions violations and material support of foreign terrorist organizations.
Strategic Considerations for Corporations Under DOJ's Revised Policies
Galeotti's announcement, and the accompanying changes to DOJ policies, seem calculated to re-emphasize the DOJ's commitment to corporate enforcement in an environment of significant staffing and organizational changes. In some ways, the changes harken back to policies implemented during President Trump's first term, including significant restrictions on monitorship obligations. The announcement regarding prioritization of whistleblower areas also provides valuable insight into shifts in the types of corporate enforcement we may see under the new Administration. This includes likely increased focus on the Administration's stated priorities such as federal program fraud, sanctions, export controls, and other trade-related violations that ostensibly harm American companies and align with foreign policy objectives involving particular countries, such as China, Iran, North Korea, Russia, and Venezuela.
An intended consequence of both the previous and revised CEP is to increase voluntary self-disclosures, but an unintended consequence may be disclosures focused on deprioritized areas of criminal enforcement, such as foreign corruption and cryptocurrency-related activities. Companies are well aware that, despite the DOJ's stated intent to differently enforce in certain areas, the statute of limitations for such violations will extend beyond the current administration – and future administrations may have very different and even diametrically opposed views as to the current allocation of enforcement priorities. By giving today's corporate offenders easier access to a formal declination, or more lenient resolutions and fines, companies are incentivized to report violations more frequently.
But companies should take note that, rather than a dramatic retreat from corporate enforcement, the DOJ's recent policy revisions may instead signal a recalibration of enforcement priorities.
The accompanying DOJ memo, which is intended to outline the Criminal Division's enforcement priorities and policies for prosecuting corporate and white-collar crimes, makes clear that enforcement will focus on ten key areas aligned with the Administration's "America First" foreign policy and economic security objectives. Among these, the following stand out:
- Sanctions and Export Control Violations: It is unsurprising that these remain at the forefront of DOJ enforcement, especially given ongoing U.S.-China tensions and concerns over global supply chain integrity. Both deliberate and inadvertent violations that could benefit foreign adversaries are likely to draw scrutiny.
- Trade and Customs Fraud: With the Administration actively negotiating new tariff regimes, enforcement in this area is expected to intensify. Companies engaged in cross-border trade should ensure robust compliance with customs and trade regulations.
- Anti-Money Laundering (AML) Violations: The DOJ memorandum underscores money laundering enforcement as a clear priority, emphasizing it multiple times. We can expect continued and robust enforcement in this area, as AML violations are often connected to cartels, transnational criminal organizations, black market activities, and fraud schemes that harm vulnerable individuals—all of which are specifically highlighted as enforcement priorities in the memo.
Proactive compliance remains essential under the DOJ's revised policies. Companies should regularly assess and strengthen their internal controls, compliance programs, and corporate culture to mitigate risk and demonstrate good faith. Additionally, as noted above, voluntary self-disclosure may be a strategic option meriting consideration even in areas the Administration is perceived as unlikely to pursue, as the updated policy includes language providing much stronger assurances of declinations. Given the long statute of limitations for many corporate enforcement actions, companies should perhaps consider voluntary self-disclosure to resolve potential violations in a potentially significantly more favorable environment.
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