DOJ Announces New Corporate and White-Collar Enforcement Policies and Priorities

On May 12, 2025, the Head of the Department of Justice’s (“DOJ”) Criminal Division, Matthew R. Galeotti, announced significant changes to the Criminal Division’s corporate and white-collar enforcement policies and priorities.[1] Speaking at the Securities Industry and Financial Markets Association (“SIFMA”), Galeotti stated that the Criminal Division is “turning a new page on white-collar and corporate enforcement” by “recognizing that law-abiding companies are key to a prosperous America” and prioritizing “the most egregious white-collar crime.”[2]

That same day, Galeotti sent the Criminal Division a memorandum entitled Focus, Fairness, and Efficiency in the Fight Against White-Collar Crime (“the Memorandum”) outlining “the Criminal Division’s enforcement priorities and policies for prosecuting corporate and white-collar crimes in the new Administration.”[3] The Memorandum emphasizes the need for prosecutors to “avoid overreach that punishes risk-taking and hinders innovation,” and calls on prosecutors to abide by three core tenets: focus, fairness, and efficiency.[4]

In line with these three core tenets, the Criminal Division announced the following three changes:

First, under the principle of focus, the Memorandum states that the Criminal Division will prioritize investigating and prosecuting certain crimes, which are discussed in more detail below. Relatedly, DOJ amended the Corporate Whistleblower Awards Pilot Program to cover six new subject areas for cases in which whistleblowers’ tips lead to forfeiture.[5]

Second, under the principle of fairness, the Memorandum states that not all “corporate misconduct warrants federal criminal prosecution” and emphasizes the importance of “policies that acknowledge law-abiding companies and companies that are willing to learn from their mistakes.”[6] DOJ implemented this fairness principle by adopting new, more lenient declination guidelines under the Criminal Division’s updated Corporate Enforcement and Voluntary Self-Disclosure Policy (the “CEP”).

Third, under the principle of efficiency, the Memorandum directs prosecutors to “take all reasonable steps to minimize the length and collateral impact of their investigations, and to ensure that bad actors are brought to justice swiftly and resources are marshaled efficiently.” In addition, DOJ announced the issuance of a “new monitor selection memorandum” that clarifies how prosecutors should determine whether a corporate monitor is appropriate and also “ensures that when a monitor is necessary, prosecutors narrowly tailor and scope the monitor’s review and mandate to address the risk of recurrence of the underlying criminal conduct and to reduce unnecessary costs.”

DOJ’s Updated White-Collar Enforcement Policies & Priorities

1. Areas of Focus

The Memorandum states that the “Criminal Division must be laser-focused on the most urgent criminal threats to the country.” And that doing so requires prioritizing “investigating and prosecuting corporate crime in areas that will have the greatest impact in protecting American citizens and companies and promoting U.S. interests.”[7]

a. New Criminal Enforcement Priorities

The Memorandum announces new white-collar enforcement priorities, stating that “the Criminal Division will prioritize investigating and prosecuting corporate crime in areas that will have the greatest impact in protecting American citizens and companies and promoting U.S. interests.”[8]

First, the Memorandum instructs prosecutors to prioritize investigations of “[d]ishonest actors [who] exploit government programs, funded by American taxpayers, to enrich themselves through waste, fraud, and abuse.” This includes corporations and individuals who defraud “Medicare, Medicaid, defense spending, and other programs intended to assist vulnerable citizens.” Other forms of fraud and abuse to be prioritized under the new guidance include the following:

• “[H]ealth care fraud and federal program and procurement fraud that harm the public fisc”;

• “Fraud perpetrated through [Chinese variable interest entities or VIEs], including, but not limited to, offering fraud, ‘ramp and dumps,’ elder fraud, securities fraud, and other market manipulation schemes”; and

• “Fraud that victimizes U.S. investors, individuals, and markets including, but not limited to, Ponzi schemes, investment fraud, elder fraud, servicemember fraud, and fraud that threatens the health and safety of consumers.”

Second, the Memorandum notes that DOJ will prioritize investigations of “threats to the U.S. economy, American competitiveness, and our national security.” The Memorandum highlights “[t]rade and customs fraudsters, including those who commit tariff evasion” and notes that “[p]rosecuting such frauds will ensure that American businesses are competing on a level playing field in global trade and commerce.” Additional conduct with national security implications selected for prioritization include the following:

• “[T]hreats to the U.S. financial system by gatekeepers, such as financial institutions and their insiders that commit sanctions violations or enable transactions by Cartels, [transnational criminal organizations (“TCOs”)], hostile nation‑states, and/or foreign terrorist organizations”;

• “Material support by corporations to foreign terrorist organizations, including recently designated Cartels and TCOs”;

• “Complex money laundering, including Chinese Money Laundering Organizations, and other organizations involved in laundering funds used in the manufacturing of illegal drugs”; and

• “Bribery and associated money laundering that impact U.S. national interests, undermine U.S. national security, harm the competitiveness of U.S. businesses, and enrich foreign corrupt officials.”

The inclusion of bribery offenses is particularly notable in light of the Administration’s February 10, 2025 Executive Order Pausing FCPA Enforcement to Further American Economic and National Security, which required a 180-day pause on all new Foreign Corrupt Practices Act (“FCPA”) investigations or enforcement actions and which we covered in this prior alert in line with the new FCPA enforcement guidelines that DOJ was instructed to prepare under the Executive Order. The language reinforces that the Administration intends to continue enforcing the FCPA and its companion statute, the Foreign Extortion Prevention Act, which criminalizes the request, receipt, or acceptance of bribes by foreign officials.

Finally, consistent with the Deputy Attorney General’s April 7, 2025 memorandum on digital assets,[9] the Memorandum states that prosecutors should focus on prosecuting “crimes (1) involving digital assets that victimize investors and consumers; (2) that use digital assets in furtherance of other criminal conduct; and (3) willful violations that facilitate significant criminal activity. Cases impacting victims, involving cartels, TCOs, or terrorist groups or that facilitate drug money laundering or sanctions evasion shall receive highest priority.[10]

b. Expansion of the Corporate Whistleblower Awards Pilot Program

Consistent with the enforcement priorities identified above, the Memorandum outlines changes to the subject areas covered by the DOJ Corporate Whistleblower Awards Pilot Program. Whereas the prior whistleblower program covered four categories of criminal conduct—including foreign corruption, domestic corruption, healthcare fraud, and certain crimes involving financial institutions—the revised whistleblower program will prioritize six new subject areas as follows:

• “Violations by corporations related to international cartels or transnational criminal organizations, including money laundering, narcotics, Controlled Substances Act, and other violations”;

• “Violations by corporations of federal immigration law”;

• “Violations by corporations involving material support of terrorism”;

• “Corporate sanctions offenses”;

• “Trade, tariff, and customs fraud by corporations”; and

• “Corporate procurement fraud.”[11]

Whistleblowers who provide the Criminal Division with “original and truthful information about corporate misconduct that results in a successful forfeiture may be eligible for an award.”[12] DOJ calculates potential awards based on the value of any assets that are forfeited to DOJ, after compensating eligible individual victims and paying other costs associated with the forfeiture, and whistleblowers may receive up to 30% of the first $100 million in net proceeds forfeited and up to 5% of any net proceeds forfeited between $100 million and $500 million.[13]

2. Fairness – Prosecuting Corporations and Individuals

DOJ’s next major change is to the declination guidelines under the CEP. Under the updated CEP, companies that fully cooperate, timely and appropriately remediate, and have no aggravating circumstances will not be required to enter into a criminal resolution. The Memorandum observes that “[i]t is individuals—whether executives, officers, or employees of companies—who commit these crimes, often at the expense of shareholders, workers, and American investors and consumers.”[14] Thus, “[i]t is critical to American prosperity to promote policies that acknowledge law-abiding companies and companies that are willing to learn from their mistakes and provide those companies with transparency from the Department.”[15]

Under the revised CEP, the Criminal Division will decline to prosecute companies for criminal conduct when the following factors are met:

• “The company voluntarily self-disclosed the misconduct to the Criminal Division”;

• “The company fully cooperated with the Criminal Division’s investigation”;

• “The company timely and appropriately remediated the misconduct”; and

• “There are no aggravating circumstances related to the nature and seriousness of the offense, egregiousness or pervasiveness of the misconduct within the company, severity of harm caused by the misconduct, or criminal adjudication or resolution within the last five years based on similar misconduct by the entity engaged in the current misconduct.”[16]

If there are aggravating circumstances, prosecutors retain the discretion to recommend a declination “based on weighing the severity of those circumstances and the company’s cooperation and remediation.”[17] The CEP also states that, as “part of the CEP declination, the company will be required to pay all disgorgement/forfeiture as well as restitution/victim compensation payments resulting from the misconduct at issue.” Similar to the prior CEP, all declinations under the revised CEP will be made public.[18]

The policy now also states that if a company “fully cooperated and timely appropriately remediated but it is ineligible for a declination” because either “(1) it acted in good faith by self-reporting the misconduct but that self-report did not qualify as a voluntary self-disclosure . . . or (2) it had aggravating factors that warrant a criminal resolution, the Criminal Division shall”:

• “Provide a [non-prosecution agreement]—absent particularly egregious or multiple aggravating circumstances”;

• “Allow a term length of fewer than three years”;

• “Not require an independent compliance monitor”; and

• “Provide a reduction of 75% off the low end of the U.S. Sentencing Guidelines (U.S.S.G.) fine range.”[19]

Finally, “prosecutors maintain discretion,” if a company is not eligible for any of the above because it met some but not all of the first four factors, to “determine the appropriate resolution including form, term length, compliance obligations, and monetary penalty.”[20]

These changes are mapped out in an appended flow chart that DOJ created: 

3. Efficiency: Streamlining Corporate Investigations

DOJ’s final pronouncement is to focus on streamlining corporate investigations by making investigations more efficient and narrowly tailoring the imposition of independent compliance monitors. The Memorandum states that while prosecuting “white-collar crime is essential to the Department’s efforts[,] . . . federal investigations into corporate wrongdoing can be costly and intrusive for businesses, investors, and other stakeholders, many of whom have no knowledge of, or involvement in, the misconduct at issue. Federal investigations can also significantly interfere with day-to-day business operations and cause reputational harm that may at times be unwarranted.” Accordingly, moving forward, “[i]ndependent compliance monitors must only be imposed when they are necessary, i.e., when a company cannot be expected to implement an effective compliance program or prevent recurrence of the underlying misconduct without such heavy-handed intervention.”[21] DOJ also directed its prosecutors to “move expeditiously to investigate cases and make charging decisions” and ”take all reasonable steps to minimize the length and collateral impact of their investigations, and to ensure that bad actors are brought to justice swiftly and resources are marshaled efficiently.”[22]

Accordingly, DOJ announced that it will prepare a “new monitor selection memorandum,” which: “(1) clarifies the factors that prosecutors must consider when determining whether a monitor is appropriate and how those factors should be applied; and (2) ensures that when a monitor is necessary, prosecutors narrowly tailor and scope the monitor’s review and mandate to address the risk of recurrence of the underlying criminal conduct and to reduce unnecessary costs.”[23] DOJ further notes that, in line with these principles, the Criminal Division “has undertaken an individualized review of all existing monitorships to make case specific determinations of whether each monitor is still necessary.”[24]

* * *

 

[1] Speech, Head of the Crim. Div., Matthew R. Galeotti Delivers Remarks at SIFMA’s Anti-Money Laundering and Financial Crimes Conference, U.S. Dep’t of Just. (May 12, 2025), available here.

[2] Id.

[3] Memorandum from the Head of the Crim. Div., Focus, Fairness, and Efficiency in the Fight Against White-Collar Crime, U.S. Dep’t of Just. (May 12, 2025), available here.

[4] In line with this update, the White House issued an Executive Order on May 9, 2025 titled Fighting Overcriminalization in Federal Regulations aimed at curbing the overuse of criminal enforcement in regulatory matters. The EO underscores that criminal prosecution should be a last resort and encourages agencies to rely on civil and administrative enforcement when feasible. Specifically, it directs agencies to ensure that criminal offenses are clearly defined with the appropriate mens rea standard and to limit the use of strict liability offenses, which do not require intent. Agencies must also submit a report to the Office of Management and Budget within 365 days listing all criminal regulatory offenses under their jurisdiction. As the EO states, “criminal enforcement of regulatory offenses should generally be disfavored,” and “strict liability offenses are generally disfavored.” This EO seeks to reduce burdens on individuals and businesses by providing clearer guidelines on when criminal penalties should apply, with a particular focus on ensuring that only those who knowingly and intentionally violate regulations face criminal charges.

[5] See Paul, Weiss, DOJ Launches New Whistleblower Program Focused on Corporate Misconduct (Aug. 7, 2024), available here.

[6] Memorandum, at 6.

[7] Id. at 2.

[8] Id.

[9] Memorandum from the Deputy Att’y Gen., Ending Regulation by Prosecution (Apr. 7, 2025) (Digital Assets DAG Memorandum) available here.

[10] Memorandum, at 4–5. The Memorandum also instructs prosecutors to prioritize violations of the Controlled Substances Act and the Federal Food, Drug, and Cosmetic Act, “including the unlawful manufacture and distribution of chemicals and equipment used to create counterfeit pills laced with fentanyl and unlawful distribution of opioids by medical professionals and companies.” Id. at 4.

[11] Id. at 5.

[12] Id.

[13] Dep’t of Just., “Corporate Whistleblower Awards Pilot Program” (May 12, 2025), available here.

[14] Memorandum, at 5–6.

[15] Id. at 6.

[16] Dep’t of Just., 9–47.120, Criminal Division Corporate Enforcement and Voluntary Self-Disclosure Policy (May 12, 2025), 1, available here.

[17] Id.

[18] Id.

[19] Id. at 1–2.

[20] Id. at 2.

[21] Memorandum, at 7.

[22] Id.

[23] Id. at 8.

[24] Id. at 7.