On October 1, 2026, the Department of Justice issued Directive 26-12, a memorandum to all Fraud Division personnel regarding corporate enforcement. The directive outlines corporate enforcement priorities, steps to ensure corporate investigations and enforcement actions are treated consistently, and measures to incentivize whistleblowers and corporations to voluntarily disclose improper conduct.
Link to Enforcement Priorities Enforcement Priorities
The directive identifies four priorities: healthcare fraud (including controlled substances and FDCA violations); fraud affecting the public trust or procurement/government contracts; fraud involving significant revenue evasion; and fraud schemes involving tariff evasion, imports, or forced labor. These priorities are consistent with other recent guidance, which outlined the same priorities, adding that prosecutors “will prioritize anti-fraud corporate enforcement.”
The directive also directs prosecutors to place “great weight” on 10 factors in charging and negotiating decisions, including whether the fraud involved management knowledge or involvement; concealment of the fraud from regulators or auditors; conduct lasting three or more years; conduct that threatened the safety of Americans or military readiness; harm to multiple taxpayer-funded programs; conduct spanning three or more federal districts; financial harm to 25 or more victims or resulting in $25 million or more in loss; exfiltration of funds to foreign adversaries; or immigration offenses.
These priorities and factors give companies a roadmap for self-assessing risk. Notably, there now are several numeric thresholds that Fraud Division prosecutors must place “great weight” on. Crossing these thresholds will likely push a matter toward more aggressive charging and harsher resolution terms. While the directive notes that the “great weight” factors are a “non-exhaustive list,” boards and compliance committees should use the list as a guide for upcoming risk assessments, particularly around healthcare, government contracting, tax, and trade/customs exposure, and conduct that could look like concealment from regulators.
Link to Consistency in Corporate Investigations and Litigation Is a Priority Consistency in Corporate Investigations and Litigation Is a Priority
The directive repeatedly states that the goal for corporate enforcement matters is for them to be prosecuted “consistently and fairly.” It requires all prosecutors throughout the Fraud Division and its specialized sections to “work closely” with the Corporate Enforcement Section at all phases of any corporate investigation, and any subsequent litigation or resolution. To effectuate that goal, the directive requires:
- Fraud Division prosecutors to report all ongoing corporate investigations to the chief of the Corporate Enforcement Section within seven days of the directive; and
- Fraud Division prosecutors to keep the Corporate Enforcement Section apprised of any new investigations and any major developments in ongoing corporate cases.
In addition, the Corporate Enforcement Section will now have “primary responsibility” for evaluating a company’s compliance with any corporate criminal resolution, including compliance program enhancements and disclosure obligations. The directive says this “division of labor” is designed to “free up” prosecutors to pursue additional cases and ensure the “corporate enforcement experts” are the ones assessing compliance with corporate resolutions and ensuring those resolutions are being applied “consistently.”
Link to Incentivizing Whistleblower and Self Disclosure Incentivizing Whistleblower and Self Disclosure
The directive instructs Fraud Division leadership to design and implement policies and programs that “appropriately incentivize whistleblowers to bring forward credible information pertaining to fraud” expressly extending to “those who participated in the criminal conduct.” While incentivizing disclosure, the directive reports that the division is also “[l]everaging” technology and data analytics to generate new leads and open new corporate fraud investigations at a “rapid pace.” That reference to new technologies may further motivate companies to make prompt disclosure of inappropriate conduct. With that in mind, there has never been a better time for stakeholders to evaluate their compliance programs and internal reporting channels so they can take advantage of voluntary self-disclosure protocols, where appropriate.