In a major shift in enforcement strategy, the
U.S. Attorney’s Office for the Southern District of New York has declared that it will refrain from prosecuting companies that fully cooperate with criminal investigations. The announcement marks a notable development in corporate criminal law, designed to incentivize transparency and speed justice for victims.
Jay Clayton, the U.S. Attorney for the Southern District of New York and former chair of the U.S. Securities and Exchange Commission (SEC), unveiled the new policy at the Securities Enforcement Forum in New York. Clayton emphasized that prosecutors will offer companies non-prosecution agreements (NPAs) in exchange for meaningful cooperation in criminal probes.
What the New Policy Means
Under the updated enforcement approach, companies that disclose wrongdoing, provide detailed evidence, and assist federal prosecutors will be eligible for NPAs formal agreements in which prosecutors agree not to file criminal charges against the company so long as cooperation continues. This policy aims to encourage corporations to help identify individuals responsible for criminal conduct without fearing immediate prosecution.
Clayton explained that NPAs will be executed early and quickly, which he said benefits both the government’s criminal investigations and harmed parties. EPA-style restitution and recovery of assets for victims can proceed faster when companies act proactively rather than defensively.
Incentivizing Cooperation in White-Collar Enforcement
According to Clayton, the message to corporate leaders is straightforward:
cooperation should yield a clear, defined legal benefit. In his remarks, he stated the goal of the U.S. Attorney’s Office is to “get an NPA signed as quickly as possible that calls for continued cooperation.”
Legal experts say this approach aligns with broader federal policies that promote cooperation and voluntary disclosure in corporate crime cases. In December 2025, DOJ officials had previously floated similar incentives, including the possibility of deferred or non-prosecution outcomes for companies that promptly self-disclose misconduct.
Why This Matters for Businesses
Historically, corporations that faced federal investigations risked prosecution, even if they eventually cooperated with authorities. Today’s announcement signals a paradigm shift: companies that come forward and assist prosecutors may avoid criminal charges entirely. This can protect shareholder value, reduce reputational harm, and accelerate the resolution of complex white-collar cases.
From an SEO perspective, key search terms such as corporate criminal investigation, non-prosecution agreement, DOJ policy update, and corporate cooperation incentives are central to understanding how this policy could shape future enforcement.
Broader Justice Department Trends
The policy announcement comes as part of larger shifts in enforcement priorities under the current U.S. Department of Justice. In recent months, the DOJ has
scaled back traditional corporate criminal enforcement, with a renewed focus on areas such as immigration and drug-related prosecutions. Observers say the change reflects administrative priorities that differ from recent decades of aggressive corporate crime prosecutions.
Clayton’s comments also addressed specific types of enforcement targets. He reiterated that retail investor protection remains a top concern, and his office is focused on misconduct involving small-cap stocks, private investment funds, and emerging event contracts markets.
Foreign Corrupt Practices Act (FCPA) Criticism
One of the more striking elements of Clayton’s remarks was his criticism of the Foreign Corrupt Practices Act (FCPA) the nearly fifty-year-old federal law that prohibits bribery of foreign officials by U.S. companies. Clayton labeled the law
as applied “disadvantageous” to U.S. businesses and said it tends to penalize companies instead of holding individuals accountable.
Federal enforcement of the FCPA had been paused briefly before resuming last year with a more restrained approach. Clayton indicated that this calibrated enforcement reflects a broader reevaluation of how and when to use the law, particularly in a competitive global environment.
Legal Community Reaction
Legal analysts say the shift could reshape the dynamics of white-collar investigations. NPAs and deferred prosecution agreements (DPAs) are already widely used tools in many jurisdictions, but granting a presumption of no prosecution for cooperating companies represents a significant evolution in U.S. policy.
For legal practitioners and corporate counsel, the new policy underscores the importance of
voluntary self-disclosure, robust internal compliance programs, and early engagement with prosecutors. Firms that cultivate these practices may be able to avoid criminal exposure while still addressing wrongdoing effectively.
Impact on Future Investigations
While the new policy benefits corporations that genuinely assist enforcement efforts, law enforcement officials made clear that cooperation must be timely, substantive, and transparent. Merely sharing information without meaningful context or delay-ridden assistance could undercut eligibility for an NPA.
Ultimately, this initiative may accelerate justice for victims, reduce litigation costs for both parties, and enable prosecutors to focus more resources on identifying individual actors responsible for corporate misconduct.
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