The U.S. Department of Justice (DOJ), in a policy document for its self-disclosure pilot program released on April 15, stated that if a company's principal or its chief financial officer voluntarily reports corporate misconduct, they will be unable to reach a non-prosecution agreement (NPA) with the Department.

The document explicitly states: "(To be eligible) the reporting individual must not be the chief executive officer (or equivalent) or chief financial officer (or equivalent) of a public or private company, nor the organizer or leader of the scheme."

For months, the Department has been promoting this pilot program as part of its broader efforts to encourage insiders to come forward when companies are suspected of misconduct. The program draws on practices implemented by the Southern District of New York since January and expands them into a nationwide initiative. If the pilot proves effective, it will be made permanent.

The Department stated: "The Criminal Division will collect anonymized statistics on such disclosures to decide whether to extend, modify, or terminate the pilot program."

Eligibility Criteria for Non-Prosecution Agreements (NPAs)

In-house counsel and white-collar defense attorneys familiar with the Department's recent self-reporting initiatives may not be surprised by this pilot program.

To qualify for the opportunity to sign an NPA, applicants must start with a relatively clean record. This means no history of violence, threats, or sexual misconduct, and no prior convictions or other criminal records involving fraud or dishonesty.

When voluntarily reporting, they must provide non-public information before the Department is already aware of the situation, and must be prepared to cooperate with the Department's investigation into the allegations.

If the applicant was involved in the misconduct, they must return all ill-gotten gains and pay "any applicable victim compensation, restitution, forfeiture, or disgorgement."

The Department focuses on serious crimes—those involving the integrity of financial markets and involving public or private companies with at least 50 employees. The program also specifically targets crimes involving domestic and foreign corruption, financial institutions, and the healthcare sector.

Insiders who worry they may not fully meet all criteria could still receive an NPA if they voluntarily report.

The Department stated: "Criminal Division prosecutors retain discretion to offer NPAs to individuals where appropriate." This includes "individuals who voluntarily report under the pilot program but do not fully meet... the criteria."

The Department invites interested reporters to contact via email: [email protected].