On May 12, 2025, Matthew Galeotti, Head of the Criminal Division of the Department of Justice (“DOJ”), published a memorandum outlining the DOJ’s current investigation and enforcement priorities for prosecuting corporate and white-collar crimes.   Mr. Galeotti further elaborated on the DOJ’s priorities at the Securities Industry and Financial Markets Association’s (“SIFMA”) Anti-Money Laundering and Financial Crimes Conference this week, emphasizing a renewed focus on corporate cooperation and voluntary self-disclosures.   Per the Enforcement Memorandum, the DOJ will be guided by three key principles: (1) focus; (2) fairness; and (3) efficiency.   When addressing allegations of corporate misconduct, and in order to achieve its objectives and “avoid overreach that punishes risk-taking and hinders innovation,” the DOJ will: (1) prioritize corporate cooperation; (2) revise its Whistleblower Awards Pilot Program; (3) emphasize prosecution of individual wrongdoers; and (4) refine the use of compliance monitors to address corporate misconduct. 

I. “A Clear Path to Declination”: Corporations Encouraged to Self-Report Corporate Misconduct

Mr. Galeotti announced various changes to the Corporate Enforcement and Voluntary Self-Disclosure Policy (“CEP”).  The revised CEP now provides for a “clear path to declination.”   Specifically, Mr. Galeotti noted that “companies that voluntarily self-disclose and meet other criteria will receive a declination, not just a presumption of a declination.”   As part of the DOJ’s efforts to encourage corporate cooperation, any business that acts in good faith by self-disclosing misconduct—even if the report is delayed or otherwise comes after the DOJ learns of the misconduct—would be eligible to “receive significant benefits,” including a non-prosecution agreement with a term of no more than three years, a 75% reduction of the criminal fine, and no corporate monitor.  The revised CEP is designed to enhance transparency, incentivize corporations to self-disclose misconduct, and encourage cooperation with government investigations. 

II. Focus: The DOJ’s Enforcement Priorities in “High-Impact Areas”

The Enforcement Memorandum provides that the DOJ will be “laser-focused” on investigating and prosecuting corporate crimes in areas “that will have the greatest impact in protecting American citizens and companies and promoting U.S. interests.”   Specifically, the Enforcement Memorandum identifies ten “high-impact areas” on which prosecutors will focus:

• Fraud and abuses of government programs, including Medicare, Medicaid, defense spending, and other programs intended to assist vulnerable citizens;  
• Trade and customs fraud, including tariff evasion;
• Fraud perpetrated through Variable Interest Entities (VIEs),  including offerings, “ramp and dumps,” elder fraud, securities fraud, and other market manipulation schemes;
• Fraud that victimizes U.S. investors, including Ponzi schemes, investment fraud, elder fraud, servicemember fraud, and fraud that threatens the health and safety of consumers;
• Conduct threatening national security, including threats 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 of foreign terrorist organizations, including recently designated cartels and TCOs;
• Complex money laundering schemes, emphasizing Chinese money laundering organizations and those that facilitate the flow of illegal drugs;
• Violations of the Controlled Substances Act and the Federal Food, Drug, and Cosmetic Act, including the unlawful manufacturing and distribution of chemicals and equipment used to create counterfeit pills laced with fentanyl and the unlawful distribution of opioids by medical professionals and companies;
• Bribery and money laundering that impacts U.S. national interests, undermines national security, harms the competitiveness of U.S. businesses, and/or enriches foreign corrupt officials; and
• Crimes involving digital assets that victimize investors and consumers, that use digital assets in furtherance of other criminal conduct, and willful violations that facilitate significant criminal activity.

III. Expanding the Criminal Division’s Corporate Whistleblower Program

In order to support the investigation and prosecution of violations in these “high-impact areas,” the DOJ is revising the Criminal Division’s Corporate Whistleblower Program to add various new “Subject Areas” where tips that lead to forfeiture could be rewarded.   Specifically, whistleblowers could now be compensated for providing information regarding:

• Violations by corporations related to international cartels or TCOs, including money laundering, narcotics, and other violations;
• Violations by corporations of federal immigration laws;
• Violations by corporations involving material support of terrorism;
• Corporate sanctions offenses;
• Trade, tariff, and customs fraud by corporations; and
• Corporate procurement fraud.

IV. Fairness: Encouraging Corporate Cooperation and Prosecuting Culpable Individuals

The Enforcement Memorandum further provides that “[t]he Department’s first priority is to prosecute individual criminals” and the DOJ will “investigate these individual wrongdoers relentlessly to hold them accountable.”   This guidance is consistent with the CEP, which has resulted in the DOJ “bringing more cases against individual wrongdoers while rewarding good corporate citizens.”   Building upon this initiative, the Criminal Division’s Fraud Section and the Money Laundering and Asset Recovery Section have been instructed to revise the CEP to clarify the additional benefits that are available to companies that self-disclose and cooperate with government investigations.  The Enforcement Memorandum further notes that the DOJ will review the length of terms of all existing agreements with companies to determine if they should be terminated early.  With respect to future agreements, the DOJ will generally not push for terms that exceed three (3) years and prosecutors will be encouraged to assess whether the agreements should be terminated early.

V. Efficiency: DOJ to Conduct Reasonably Tailored Investigations and Limit Use of Corporate Monitors 

As the Enforcement Memorandum acknowledges, federal investigations into corporate misconduct are costly and interfere with the day-to-day operations of a business “that may at times be unwarranted.”   Given the significant disruption and potential reputational harm, the Enforcement Memorandum directs prosecutors to “take all reasonable steps to minimize the length and collateral impact of their investigations” and “move expeditiously to investigate cases and make charging decisions.”   Moreover, the use of independent compliance monitors should only be imposed when they are “necessary” and the scope of their responsibility should be “narrowly tailored to achieve the necessary goals while minimizing expense, burden, and interference with the business.”   A new monitor selection memorandum will clarify:  (1) the factors that prosecutors must consider when determining whether a monitor is appropriate and how the factors should be applied; and (2) that prosecutors should narrowly tailor and define the scope of the monitor’s review to address the risk of recurrence of the underlying criminal conduct and reduce unnecessary costs.

VI. Key Takeaways

The Enforcement Memorandum and related guidance provide valuable insight for corporate leadership.  First, the DOJ is prioritizing corporate cooperation in order to prosecute and hold individual wrongdoers accountable by offering enhanced incentives for voluntary self-disclosures.  Second, the Enforcement Memorandum identifies ten “high-impact areas,” all of which are consistent with the current administration’s priorities for government investigations and enforcement, including fraud, tariff evasion, national security threats, market manipulation, money laundering, and digital asset crimes.  Third, the DOJ solidified its commitment to streamlining corporate investigations to minimize the day-to-day impact on businesses and limiting the use of corporate monitors to instances where it is necessary to achieve a narrowly tailored purpose.  Accordingly, all companies would be well served to evaluate their enforcement risks and consider whether their internal policies and procedures are adequately designed to identify corporate misconduct.

 If you have any questions about the topics discussed in this article, please contact Daniel R. Alonso at dalonso@vedderprice.com, Jeffrey J. Ansley at jansley@vedderprice.com, Brooke E. Conner at bconner@vedderprice.com, Rachel T. Copenhaver at rcopenhaver@vedderprice.com, Arianna Goodman at agoodman@vedderprice.com, Adam L. Schwartz at aschwartz@vedderprice.com, Junaid A. Zubairi at jzubairi@vedderprice.com, Andrew T. Figueroa at afigueroa@vedderprice.com, Jason B. Sobelman at jsobelman@vedderprice.com or any other Vedder Price attorney with whom you have worked.