DOJ Announces New Mergers & Acquisitions Safe Harbor Policy

14 NOVEMBER 2023 | Zac Soto
Requirements for Presumption of Declination to Prosecute
Prompt Self-Disclosure: Acquiring companies must promptly and voluntarily disclose any criminal misconduct discovered at the acquired entity within six months from the date of closing, whether discovered before or after closing, provided, however, that where discovered misconduct threatens national security or involves “ongoing or imminent harm”, disclosure must be made immediately upon discovery.
Cooperation and Remediation: Companies must fully cooperate with the DOJ’s investigation and engage in timely and appropriate remediation, restitution, and disgorgement with respect to disclosed misconduct, and acquiring companies must “fully remediate” disclosed misconduct within one year from the date of closing of the transaction giving rise to its discovery and disclosure. The DOJ may, at its discretion, extend these deadlines where facts dictate that such an extension is reasonable in light of the circumstances.
Additional Potential Benefits of Disclosure
Limitations
Conclusion
DOJ Announces New Mergers & Acquisitions Safe Harbor Policy

14 NOVEMBER 2023 | Zac Soto
Requirements for Presumption of Declination to Prosecute
Prompt Self-Disclosure: Acquiring companies must promptly and voluntarily disclose any criminal misconduct discovered at the acquired entity within six months from the date of closing, whether discovered before or after closing, provided, however, that where discovered misconduct threatens national security or involves “ongoing or imminent harm”, disclosure must be made immediately upon discovery.
Cooperation and Remediation: Companies must fully cooperate with the DOJ’s investigation and engage in timely and appropriate remediation, restitution, and disgorgement with respect to disclosed misconduct, and acquiring companies must “fully remediate” disclosed misconduct within one year from the date of closing of the transaction giving rise to its discovery and disclosure. The DOJ may, at its discretion, extend these deadlines where facts dictate that such an extension is reasonable in light of the circumstances.
Additional Potential Benefits of Disclosure
Limitations
Conclusion
DOJ Announces New Mergers & Acquisitions Safe Harbor Policy
