On May 12, 2025, the Department of Justice ("DOJ" or the "Department") issued a revised Corporate Enforcement and Voluntary Self-Disclosure Policy (Revised CEP). Matthew R. Galeotti, chief of the Criminal Division of the DOJ, announced the Revised CEP alongside new guidance that set forth the Trump administration's priorities with respect to white-collar criminal enforcement (Galeotti Memo) during his remarks on May 12, 2025, to the Securities Industry and Financial Markets Association (Galeotti SIFMA Remarks). These announcements were accompanied by updates to related policies governing whistleblower awards and corporate monitorships meant to operationalize the new enforcement priorities.
Taken together, these new priorities and policies signal to the global business community that the Trump administration plans to pursue robust white-collar enforcement — with a strong emphasis on corporate cooperation — to promote the "competitiveness" of U.S. companies and the "economic security" of the United States as a whole. Galeotti Memo at 3; Galeotti SIFMA Remarks. Although companies under DOJ scrutiny will welcome a policy that presents enhanced opportunities for leniency, the DOJ's insistence on "full cooperation" in exchange for the greatest leniency leaves considerable room for interpretation and advocacy. See Revised CEP, Appendix B. Moreover, the new combination of priorities and policies announced in the Galeotti Memo and Revised CEP may present additional challenges for non-U.S. companies.
The Galeotti Memo: White-Collar Enforcement Priorities
The Galeotti Memo identifies ten broad areas of business crimes that the DOJ intends to target. SeeGaleotti Memo at 4 – 5. Perhaps most significantly for foreign entities and individuals, the Galeotti Memo clearly states that the DOJ will enforce anti-bribery and money laundering laws (particularly the Foreign Corrupt Practices Act) when these offenses "impact U.S. national interests, undermine U.S. national security, harm the competitiveness of U.S. businesses, and enrich foreign corrupt officials." Id. at 3.
Other areas of prioritized enforcement most relevant to the global business community include:
- Fraud perpetrated through the use of variable interest entities ("VIEs");
- Trade or customs evasion, particularly tariffs;
- Procurement fraud against federal programs or U.S. agencies;
- Fraud that threatens national security, which includes threats to the U.S. financial system, by facilitating violations of U.S. sanctions policy or laws barring financial transactions by individuals, entities, non-state actors or nations deemed hostile to the United States;
- Investment fraud and other schemes to defraud U.S. investors, markets or particularly vulnerable populations (such as the elderly and service members), or that harm consumer health and safety;
- Unlawful schemes in which digital assets are used to defraud investors or consumers, or other cases in which digital assets are used to perpetrate criminal conduct.
The Galeotti Memo also directs prosecutors to make corporate investigations more efficient. It directs them to "move expeditiously to investigate cases and make charging decisions" (Galeotti Memo at 7) and to scale back the use of independent compliance monitors and limit the duration of their terms. Id. at 7 – 8. Equally important, the Galeotti Memo announces that the Revised CEP is intended to make clear that "additional benefits are available to companies that self-disclose and cooperate, including potential shorter terms." Id. at 6.
The Revised CEP
The Revised CEP sets out three paths to leniency for companies subject to prosecution. To provide maximum clarity, the Revised CEP includes a flow chart meant to illustrate the requirements for each path. See Revised CEP, Appendix A.
First, the Revised CEP provides that the DOJ "will decline to prosecute a company" when the (1) company voluntarily self-discloses misconduct; (2) cooperates fully; (3) "timely and appropriately" remediates the misconduct; and (4) there are no aggravating circumstances. Revised CEP at 1 (emphasis added).
Second, in the case of "near miss" voluntary self-disclosures (such as when the government is already investigating the self-disclosed misconduct unbeknownst to the company) or when certain aggravating factors are present, the Revised CEP provides that when a company cooperates "fully" and timely and appropriately remediates, the DOJ "shall" extend a non-prosecution agreement, limit the duration of the agreement to three years, not require an independent compliance monitor and offer a 75% reduction off the low end of the U.S. Sentencing Guidelines' (the Guidelines) fine range. Id. at 1 – 2 (emphasis added).
Third, when a company cannot satisfy some or all of the four factors set forth above, the Revised CEP provides that a company may receive a discount on any criminal fine of up to 50%, with a presumption that the fine would be calculated from the bottom of the Guidelines' range. Id. at 2.
Takeaways and Considerations for Non-U.S. Entities
The Galeotti Memo and Revised CEP offer some welcome clarity regarding the DOJ's white-collar enforcement agenda for the years ahead, as well as the prospect of greater leniency for companies that cooperate. The expanded leniency under the Revised CEP, however, requires "full cooperation." Defense counsel and prosecutors have long debated when and whether a company has provided "full cooperation" and the Revised CEP provides no additional clarity regarding its application.
Moreover, non-U.S. companies that must comply with foreign law restrictions on the production or transfer of data, documents, personally identifiable information or economically sensitive information must contend with additional complexities under this standard. Whether and to what extent non-U.S. companies can satisfy the DOJ's demanding standards governing "full cooperation" and (to a lesser extent) timely and appropriate remediation while complying with other foreign laws requires careful analysis. Non-U.S. companies should, therefore, proceed with particular caution in this environment and consult with experienced counsel before engaging in voluntary self-disclosure, self-reporting or cooperation with the DOJ.
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