Corporate Transparency Initiative

On September 3, 2025, the United States Attorney’s Office for the Eastern District of Pennsylvania (or “USAO-EDPA”) launched the Corporate Transparency Initiative to incentivize companies to make a voluntary self-disclosure (“VSD”) of potential criminal conduct.[1] With appropriate incentives and rewards for companies that disclose unlawful misconduct, this initiative promotes a culture of integrity, ethics, and accountability in the corporate sector while serving as a strategic enforcement tool to deter fraud, corruption, and abuse of power. Although the Corporate Transparency Initiative relates to the Criminal Division’s May 12, 2025, Memorandum entitled Focus, Fairness, and Efficiency in the Fight Against White-Collar Crime, it is independent of any procedure or protocol set forth by the Criminal Division at Main Justice. To provide greater understanding of the process and operations of the Corporate Transparency Initiative to companies that self-disclose, the details are set forth below.

Qualifications for Voluntary Self-Disclosure

           Disclosure Criteria

After a careful and individualized assessment, the United States Attorney’s Office will decide in its sole discretion whether a disclosure constitutes a VSD based on the following criteria:

1. Voluntary. Disclosure must be made voluntarily by the company. A disclosure will not qualify as a VSD where there is a preexisting obligation to disclose, such as pursuant to regulation, contract, or a prior resolution.
2. Timely. A disclosure must also be made: (a) prior to an imminent threat of disclosure or government investigation; (b) prior to the misconduct being publicly disclosed or otherwise known to the government; and (c) within a reasonably prompt time after the company becoming aware of the misconduct, with the burden being on the company to demonstrate timeliness.
3. Thorough. The disclosure must include all relevant facts concerning the misconduct that are known to the company at the time of the disclosure.

Our office recognizes that a timely disclosure might not capture all the relevant facts that would be discovered after a full inquiry. A company should therefore make clear that its disclosure is based upon a preliminary investigation or assessment of information, but it should nonetheless provide a fulsome disclosure of the relevant facts known to it at the time.

Additionally, our office expects that the company will move in a timely fashion to preserve, collect, and produce relevant documents and/or information, and provide our office with timely factual updates, including updates related to any internal investigation.

           Cooperation and Remediation

After any disclosure a company must also (a) fully cooperate and (b) timely and appropriately remediate the criminal conduct. Ordinarily, appropriate remediation for a qualifying VSD applicant will include, but is not necessarily limited to, the company agreeing to pay, where appropriate, all disgorgement, forfeiture, and/or restitution resulting from the misconduct at issue.

           Aggravated Offense Conduct

Companies that meet all of these criteria may not qualify for the full benefits of the VSD program in the event of certain aggravating factors. There is no exhaustive and definitive list of aggravating factors, and every case will be evaluated on an individualized basis. However, the following scenarios illustrate the type of situations that will ordinarily be disqualifying for full VSD treatment:

1. The conduct in question posed or poses a grave threat to national security, public health, or the environment;
2. The relevant conduct was so extensive throughout the company that it reasonably reflected an approved practice of the company; or
3. The current executive management of the company had direct involvement in the conduct in question.

Benefits of Voluntary Self-Disclosure

           Successful VSD Applications

The primary benefit of a fully qualifying voluntary self-disclosure is that our office will not seek a criminal guilty plea against the entity making the disclosure for the offense conduct subject to the disclosure. A secondary benefit is that our office will not impose a criminal penalty that is more than 50% below the low end of the fine range set forth in the U.S. Sentencing Guidelines. In some cases, our office will not seek a criminal penalty at all. 

            VSD Applications with Aggravating Factors

An otherwise qualifying VSD but for the aggravating factors discussed above can qualify for reduced financial penalties, but will ordinarily require a guilty plea, should the company decide to reach a non-trial resolution with our office. However, the VSD program does provide meaningful benefits to this “second tier” of VSD participant. Specifically, our office will:

1. Recommend to a sentencing court a reduction off the low end of the U.S. Sentencing Guidelines fine range of at least 50% and up to a 75%;[2] and
2. Not require appointment of a monitor if the company has, at the time of resolution, demonstrated that it has implemented and tested an effective compliance program.[3]

USAO-EDPA Procedure for Voluntary Self-Disclosure

Our office has implemented the following procedures to accept and assess VSDs under our office’s Corporate Transparency Initiative:

1. Companies and their representatives are encouraged to reach out to relevant supervisors in USAO-EDPA on an informal basis in advance of a voluntary self-disclosure. It should be noted that a disclosure will only be deemed to be a voluntary self-disclosure per the policy when it is received in the email account set forth below.

2. Submissions to our office must be submitted via usapae.vsd@usdoj.gov.

   Disclosures shall be deemed a voluntary self-disclosure pursuant to the policy on the date that they are received by this email account.

3. For any submission that includes attachments that are too large to be attached to an email, note this fact in the submission so that arrangements can be made for such attachments to be disclosed via USAFx (the United States Attorney’s Office’s file sharing system).

Inquiries regarding the Corporate Transparency Initiative can be directed to Patrick J. Murray, Chief of the Economic Crimes Section, or Anthony Scicchitano, Chief of the Healthcare Fraud Section, at 215-861-8200.

As to disclosures that may implicate the civil liability under the False Claims Act, 31 U.S.C. § 3729, et seq., this Office follows the Department’s Guidelines for Taking Disclosure, Cooperation, and Remediation into Account in False Claims Act Matters under the Justice Manual, 4-4.112. Inquiries regarding voluntary disclosures that implicate civil liability under the False Claims Act should be directed to Civil Chief Gregory B. David or Deputy Civil Chief Charlene Keller Fullmer.