Client Alert Archives

Today marks the effective implementation of sweeping changes to the Hart-Scott-Rodino (HSR) Act Premerger Notification and Report Form (HSR form) and associated instructions, following unanimous approval by the Federal Trade Commission (FTC) on October 11, 2024, with concurrence of the Department of Justice (DOJ), and subsequent publication in the Federal Register on November 12, 2024. While markedly narrower than the FTC’s initial proposal on June 27, 2023, the new HSR rules represent a pivotal and comprehensive overhaul of premerger notification requirements for all HSR-reportable transactions.

Recap of Key HSR Changes

Additional Deal and Competition (formerly “Item 4”) Documents: Expanded to include (i) transaction specific documents created by or for the acquiring party’s “supervisory deal team lead,” in addition to its directors or officers and, (ii) where the filing parties have or anticipate having overlapping products or services, certain ordinary course documents created within one year of filing that discuss competitive or market information for the overlapping areas that were shared with the CEO or Board.

Narrative Responses on Transaction Details, Competitive Overlaps: Filings will now require narrative responses addressing (i) each party’s transaction rationale; (ii) the acquiring party’s operating businesses and products and services (current and planned), including whether any compete with those of the other filing party; (iii) the acquiring party’s pre-existing diagrams on deal structure; (iv) direct supply relationships between the parties, if any; and, critically, (v) for transactions where the parties have or anticipate having overlapping products or services, additional narrative and geographic data regarding the same.

Expanded Company Disclosures: Filings now call for additional disclosures relating to (i) the acquiring party’s ownership structure, directors and officers, and minority holdings and holders; (ii) both parties’ foreign subsidies and defense or intelligence contracts; and (iii) the acquired person’s prior acquisitions (in addition to just the acquirer’s) meeting certain requirements.

With these and other changes now in effect, deal teams should reassess transaction timelines and recalibrate internal processes to keep pace with the heightened filing demands. Below are five practical steps filing parties can take to stay on track.

Practical Steps to Optimize Filings Under the New HSR Regime

Build in More Lead Time for HSR Compliance. The new HSR form will require significantly more time to complete and additional company resources due to expanded narrative requests and data and document requirements. What was once a relatively quick process may now take weeks.
- Practice Tip: Build HSR compliance into the deal timeline and begin identifying appropriate stakeholders to support with filing at early stages. Internal templates for recurring disclosures—such as prior acquisitions and minority holdings—can help streamline current and future filings.
Promptly Engage Antitrust Counsel to Form Strategy, Avoid Pitfalls. In addition to significantly expanding the scope of document requirements, the new HSR form requires that filing parties prepare detailed narrative responses that substantively address market dynamics for deals involving competitive overlaps, extending beyond former data-based reporting. The competitive overlap section of the new form also determines the scope of other required disclosures, including documents. These narratives not only demand significant business input but also expose filings to heightened regulatory scrutiny. Ensuring thoughtful coordination across narratives, document collections, and parallel global filings will be crucial to mitigate risk of filing delays or prolonged reviews.
- Practice Tip: Engage antitrust counsel early. Counsel can help ensure narratives are accurate and consistent with documents to be submitted with the HSR filing. Counsel can also synchronize filings of different regulatory regimes to reduce risk and support a cohesive, defensible submission strategy.
Standardize Coordination Across Business Units. The expanded disclosures will require input from multiple business teams, including finance and supply chain, and potentially decentralized data sources. Early coordination is critical to avoid bottlenecks and filing delays.
- Practice Tip: Deal teams should adopt a clear division of labor, including designated liaison roles for relevant business units or data sources, and establish a centralized process for streamlining inter-departmental coordination. Securing executive-level support from corporate leadership and department heads will also help underscore the importance of timely cooperation across business units.
Expect Accelerated, Heightened Agency Review. The expanded requirements will give the FTC and DOJ earlier and deeper insight into potential competitive issues, possibly leading to heightened agency scrutiny much earlier in the process.
- Practice Tip: Prepare by identifying key deal documents early—such as strategic presentations and board materials—and ensure consistency with the information provided in the HSR filing. Discrepancies between internal documents and the filing could raise red flags with regulators, leading to further inquiry or delays.
Manage Party Expectations Upfront. Acquisition targets, particularly smaller companies unfamiliar with HSR filings, may face challenges meeting the expanded data and document requirements, which can cause compliance delays.
- Practice Tip: Ensure the acquired party understands filing expectations early. Incorporate HSR form preparation into deal negotiations and due diligence to avoid surprises and ensure timely collection of necessary information.

Looking Ahead

While the HSR updates introduce new complexities, they also offer dealmakers a clearer roadmap for regulatory review. With proper strategic planning—such as updating internal deal processes, closely coordinating with business teams, and proactively addressing competition concerns that may be raised by antitrust regulators—dealmakers can effectively navigate this new terrain with confidence.

The FTC’s Premerger Notification Office (PNO) has issued guidance in a series of Q&As clarifying expectations on key aspects of the new HSR form, including how to approach the expanded narrative requirements and scope of the required document submissions. Filing parties are encouraged to work with counsel to closely monitor future updates from the PNO, as additional clarifications will be critical for maintaining compliance and minimizing delays.

Looking ahead, the expanded disclosures may even streamline certain aspects of agency review, giving the FTC and DOJ a fuller picture of transactions early on and, in some cases, accelerating approval for straightforward deals through the recently reinstated early termination process. How these changes will ultimately reshape the merger landscape remains to be seen, but those who prepare early will be best positioned for smoother HSR filings and more predictable deal outcomes.

Gibson Dunn attorneys are closely monitoring these developments and are available to discuss these issues as applied to your particular business. Please reach out to your Gibson Dunn contacts in the Antitrust and Competition group if you have questions about how the updated rules may affect your M&A plans and how best to prepare. If you are interested in challenging the final rule as Gibson Dunn successfully accomplished against the FTC’s non-compete rule in Ryan, LLC v. FTC, please reach out to your Gibson Dunn contacts in the Administrative Law and Regulatory Practice group.

For further details on these developments, see our previous Client Alerts and related HSR resources:

The following Gibson Dunn lawyers prepared this update: Jamie France, Sophia Hansell, Kristen Limarzi, Josh Lipton, Michael Perry, Andrew Cline, and Jenna Raspanti.

Gibson Dunn’s lawyers are available to assist in addressing any questions you may have regarding the new HSR size of transaction thresholds, or HSR and antitrust/competition regulations and rulemaking more generally. Please contact the Gibson Dunn lawyer with whom you usually work, the authors, or any leader or member of the firm’s Antitrust and Competition, Mergers and Acquisitions, or Private Equity practice groups:

Antitrust and Competition:
Rachel S. Brass – San Francisco (+1 415.393.8293, [email protected])
Jamie E. France – Washington, D.C. (+1 202.955.8218, [email protected])
Sophia A. Hansell – Washington, D.C. (+1 202.887.3625, [email protected])
Kristen C. Limarzi – Washington, D.C. (+1 202.887.3518, [email protected])
Joshua Lipton – Washington, D.C. (+1 202.955.8226, [email protected])
Michael J. Perry – Washinton, D.C. (+1 202.887.3558, [email protected])
Cynthia Richman – Washington, D.C. (+1 202.955.8234, [email protected])
Stephen Weissman – Washington, D.C. (+1 202.955.8678, [email protected])

Mergers and Acquisitions:
Robert B. Little – Dallas (+1 214.698.3260, [email protected])
Saee Muzumdar – New York (+1 212.351.3966, [email protected])
George Sampas – New York (+1 212.351.6300, [email protected])

Private Equity:
Richard J. Birns – New York (+1 212.351.4032, [email protected])
Ari Lanin – Los Angeles (+1 310.552.8581, [email protected])
Michael Piazza – Houston (+1 346.718.6670, [email protected])
John M. Pollack – New York (+1 212.351.3903, [email protected])

Attorney Advertising: These materials were prepared for general informational purposes only based on information available at the time of publication and are not intended as, do not constitute, and should not be relied upon as, legal advice or a legal opinion on any specific facts or circumstances. Gibson Dunn (and its affiliates, attorneys, and employees) shall not have any liability in connection with any use of these materials. The sharing of these materials does not establish an attorney-client relationship with the recipient and should not be relied upon as an alternative for advice from qualified counsel. Please note that facts and circumstances may vary, and prior results do not guarantee a similar outcome.

This edition of Gibson Dunn’s Federal Circuit Update for January 2025 summarizes the current status of petitions pending before the Supreme Court and recent Federal Circuit decisions concerning inventorship, reverse doctrine of equivalents, and personal jurisdiction.

Federal Circuit News

Noteworthy Petitions for a Writ of Certiorari:

There were a few potentially impactful petitions filed before the Supreme Court in January 2025:

Brumfield v. IBG LLC, et al. (US No. 24-764): The questions presented are: (1) “Whether the lower courts abused their discretion by denying the meritorious Rule 60(b)(3) motion, and whether Rule 60(b)(3) requires a showing that a moving party was diligent in uncovering fraud, misrepresentation, or misconduct to obtain relief from a judgment?”; (2) “Whether this Court’s three categorical judicial exceptions to patent eligibility that are further defined by the two-step Alice/Mayo test impose limitations on patent eligibility that are inconsistent with the text of 35 U.S.C. § 101 of the Patent Act of 1952?”; and (3) “Whether this Court’s supervisory authority is needed to correct the Federal Circuit’s improper (1) application of Rule 56 to patent cases and (2) practice of deciding issues that were never argued or briefed on appeal?” A response is due March 20, 2025.

DISH Network L.L.C. v. Dragon Intellectual Property, LLC, et al. (US No. 24-726): The questions presented are “1. Whether the Patent Act’s fee-shifting statute allows a district court discretion to impose joint and several liability for the fee award on a party’s attorney whose actions substantially contribute to the exceptionality of the case. 2. Whether the same fee-shifting statute allows a district court discretion to award attorney’s fees incurred by a prevailing accused infringer in a parallel administrative proceeding to invalidate a patent.” The respondents waived their right to respond, and one amicus curiae brief has been filed. The Court will consider this petition during its February 21, 2025 conference.

Provisur Technologies, Inc. v. Weber, Inc. (US No. 24-723): The questions presented are “I. Whether the Federal Circuit applied an incorrect standard of review for appeals of a Judgment as a Matter of Law (JMOL) and, as a result, improperly assumed the role of factfinder in overturning a jury verdict of willful patent infringement? Whether the Seventh Amendment permits the Federal Circuit to reexamine a jury’s factual findings and credibility determinations in reaching a verdict of willful patent infringement?” Weber waived its right to respond. The Court will consider this petition during its February 21, 2025 conference.

We provide an update below of the petitions pending before the Supreme Court, which were summarized in our November-December 2024 update:

In Celanese International Corp. v. International Trade Commission (US No. 24-635), one amicus curiae brief has been filed. The response is due March 24, 2025.

In Lighting Defense Group LLC v. SnapRays, LLC (US No. 24-524), after SnapRays waived its right to respond, the Court requested a response. The response is due February 10, 2025.

In Parker Vision, Inc. v. TCL Industries Holdings Co., et al. (US No. 24-518), after the respondents waived their right to respond, the Court requested a response, which is due February 14, 2025. Nine amicus curiae briefs have now been filed.

The Court denied the petition in Edwards Lifesciences Corporation, et al., v. Meril Life Sciences Pvt. Ltd., et al. (US No. 24-428).

Other Federal Circuit News:

Release of Materials in Judicial Investigation. The Federal Circuit released additional materials in connection with the proceeding under the Judicial Conduct and Disability Act and the implementing Rules involving Judge Pauline Newman. The materials may be accessed here: https://www.cafc.uscourts.gov/release-of-materials-in-judicial-investigation-5/.

Upcoming Oral Argument Calendar

The list of upcoming arguments at the Federal Circuit is available on the court’s website.

Key Case Summaries (January 2025)

BearBox LLC v. Lancium LLC, No. 23-1922 (Fed. Cir. Jan. 13, 2025): Mr. Storms (founder and sole employee of BearBox) and Mr. McNamara (co-founder of Lancium) met at a Bitcoin mining conference in 2019 where they discussed BearBox’s system, after which Mr. Storms sent Mr. McNamara an email with four attachments describing BearBox’s technology. Months later, Lancium filed a patent application that issued as the patent-at-issue, listing Mc. McNamara and a Dr. Cline (the other co-founder of Lancium) as inventors, claiming methods and systems for dynamic power delivery. BearBox sued Lancium asserting claims of sole or joint inventorship of Lancium’s patent, claiming that Mr. Storms had conceived of and shared with Mr. McNamara the claimed subject matter of Lancium’s patent. The district court held that BearBox had not met its burden to prove its inventorship claims by clear and convincing evidence based on testimony from Lancium’s witnesses about Lancium’s software and the development activities prior to the 2019 conference.

The Federal Circuit (Stoll, J., joined by Chen and Bryson, JJ.) affirmed. The Court upheld the district court’s denial of the correction to the inventorship claim, reiterating that “an alleged co-inventor must supply evidence to corroborate his testimony.” The Court reasoned that the email with the four attachments on which BearBox’s case rested was not sufficient to establish that Mr. Storms conceived of the claimed invention, or that he had communicated the information to Lancium prior to Lancium’s independent conception of the claimed matter.

Steuben Foods, Inc. v. Shibuya Hoppmann Corp., et al., No. 23-1790 (Fed. Cir. Jan. 24, 2025): Steuben sued Shibuya for infringement of patents directed to aseptic packaging of food products. Shibuya argued for a finding of noninfringement under the reverse doctrine of equivalents (RDOE), which allows an accused infringer to rebut infringement by showing the accused product is so far changed in principle from the asserted claims that it performs the same or similar function in a substantially different way. After the jury returned its verdict finding the asserted patents were infringed and not invalid, the district court granted Shibuya’s renewed motion for judgment as a matter of law (JMOL) of noninfringement under RDOE.

The Federal Circuit (Moore, C.J., joined by Hughes and Cunningham, JJ.) affirmed-in-part, reversed-in-part, vacated-in-part, and remanded. The Court held that the district court erred in granting JMOL of noninfringement under RDOE, determining that there was substantial evidence upon which a reasonable jury could have found that the accused products and claims were not so far changed as to support a theory of noninfringement under RDOE.

Regeneron Pharmaceuticals, Inc. v. Mylan Pharmaceuticals Inc., et al., Nos. 24-1965, 24-1966, 24-2082, 24-2083 (Fed. Cir. Jan. 29, 2025): Regeneron owns patents directed to the formulation of EYLEA®, a therapeutic product that stimulates blood vessel growth. Samsung Bioepis (SB) is a biosimilar products company headquartered in Incheon, South Korea. In 2019, SB signed an agreement with a U.S. company, Biogen, to provide it exclusive rights to commercialize SB’s FDA-approved EYLEA® biosimilar called SB15. SB filed an abbreviated Biologics License Application (aBLA) under the BPCIA seeking FDA approval to market SB15. Regeneron sued SB in West Virginia where a similar suit was pending against Mylan, and SB moved to dismiss for lack of personal jurisdiction. The district court determined the minimum contacts standard was met based on SB’s aBLA filing and evidence of distribution channels that SB had established for national marketing of its biosimilar, with no carve-out for West Virginia.

The Federal Circuit (Taranto, J., joined by Moore, C.J., and Renya, J.) affirmed. The Court determined that SB’s conduct satisfied the minimum contacts requirement for personal jurisdiction in West Virginia. For instance, the Court explained that SB had filed an application for aBLA with the FDA and served Regeneron with a notice in which it expressly communicated its intent to market SB15 upon FDA approval. The Court also pointed to the fact that SB had entered into an elaborate distribution agreement with Biogen to commercialize SB15 in the United States. The Court further explained that it and other courts have determined that “purposeful shipment or plans to do so through an established distribution channel,” such as the one SB had created, can establish personal jurisdiction.

The following Gibson Dunn lawyers assisted in preparing this update: Blaine Evanson, Jaysen Chung, Audrey Yang, Al Suarez, Vivian Lu, and Evan Kratzer.

Gibson Dunn’s lawyers are available to assist in addressing any questions you may have regarding developments at the Federal Circuit. Please contact the Gibson Dunn lawyer with whom you usually work, any leader or member of the firm’s Appellate and Constitutional Law or Intellectual Property practice groups, or the following authors:

Blaine H. Evanson – Orange County (+1 949.451.3805, [email protected])
Audrey Yang – Dallas (+1 214.698.3215, [email protected])

Appellate and Constitutional Law:
Thomas H. Dupree Jr. – Washington, D.C. (+1 202.955.8547, [email protected])
Allyson N. Ho – Dallas (+1 214.698.3233, [email protected])
Julian W. Poon – Los Angeles (+ 213.229.7758, [email protected])

Intellectual Property:
Kate Dominguez – New York (+1 212.351.2338, [email protected])
Y. Ernest Hsin – San Francisco (+1 415.393.8224, [email protected])
Josh Krevitt – New York (+1 212.351.4000, [email protected])
Jane M. Love, Ph.D. – New York (+1 212.351.3922, [email protected])

From the Derivatives Practice Group: This week, the CFTC announced plans to restructure the Division of Enforcement to refocus on fraud and stop regulation by enforcement.

New Developments

CFTC Announces Crypto CEO Forum to Launch Digital Asset Markets Pilot. On February 7, the CFTC announced that it will hold a CEO Forum of industry-leading firms to discuss the launch of the CFTC’s digital asset markets pilot program for tokenized non-cash collateral such as stablecoins. Participants will include Circle, Coinbase, Crypto.com, MoonPay and Ripple. [NEW]
CFTC Statement on Allegations Targeting Acting Chairman. On February 6, the CFTC released a statement regarding allegations targeting Acting Chairman Pham. [NEW]
David Gillers to Step Down as Chief of Staff. On February 6, the CFTC announced that David Gillers will step down as Chief of Staff to Commissioner Behnam on February 7. [NEW]
CFTC Announces Prediction Markets Roundtable. On February 5, the CFTC announced that it will hold a public roundtable in approximately 45 days at the conclusion of its requests for information on certain sports-related event contracts. The CFTC said that the goal of the roundtable is to develop a robust administrative record with studies, data, expert reports, and public input from a wide variety of stakeholder groups to inform the Commission’s approach to regulation and oversight of prediction markets, including sports-related event contracts. According to the CFTC, the roundtable will include discussion of key obstacles to the balanced regulation of prediction markets, retail binary options fraud and customer protection, potential revisions to Part 38 and Part 40 of CFTC regulations to address prediction markets, and other improvements to the regulation of event contracts to facilitate innovation. The roundtable will be held at the CFTC’s headquarters in Washington, D.C. [NEW]
CFTC Division of Enforcement to Refocus on Fraud and Helping Victims, Stop Regulation by Enforcement. On February 4, CFTC Acting Chairman Caroline D. Pham announced a reorganization of the Division of Enforcement’s task forces to combat fraud and help victims while ending the practice of regulation by enforcement. According to the CFTC, previous task forces will be simplified into two new Division of Enforcement task forces: the Complex Fraud Task Force and the Retail Fraud and General Enforcement Task Force. The Complex Fraud Task Force will be responsible for all preliminary inquiries, investigations, and litigations relating to complex fraud and manipulation across all asset classes. The Acting Chief will be Deputy Director Paul Hayeck. The Retail Fraud and General Enforcement Task Force will focus on retail fraud and handle general enforcement matters involving other violations of the Commodity Exchange Act. The Acting Chief will be Deputy Director Charles Marvine. [NEW]
CFTC Staff Issues No-Action Letter to Korea Exchange Concerning the Offer or Sale of KOSPI and Mini KOSPI 200 Futures Contracts. On February 4, the CFTC’s Division of Market Oversight issued a no-action letter stating it will not recommend the CFTC take enforcement action against Korea Exchange (“KRX”) for the offer or sale of Korea Composite Stock Price Index (“KOSPI”) 200 Futures Contracts and Mini KOSPI 200 Futures Contracts to persons located within the United State while the Commission’s review of KRX’s forthcoming request for certification of the contracts under CFTC Regulation 30.13 is pending. DMO issued similar letters when the KOSPI 200 became a broad-based security index in 2021 and 2022. See CFTC Press Release Nos. 8464-21 and 8610-22. The KOSPI 200 became a narrow-based security index in February 2024. The KOSPI 200 is set to become a broad-based security index on February 6, 2025, and the no-action position in DMO’s letter will be effective on that date. [NEW]
CFTC Staff Issues Supplemental Letter Regarding No-Action Position on Reporting, Recordkeeping Requirements. On January 31, the CFTC’s Division of Market Oversight and the Division of Clearing and Risk announced they have taken a no-action position regarding swap data reporting and recordkeeping regulations. The CFTC said this position is in response to a request from KalshiEX LLC, a designated contract market, and Kalshi Klear LLC, a derivatives clearing organization, to modify CFTC Letter No. 24-15 to remove the condition prohibiting third-party clearing by participants and to cover fully-collateralized variable payout contracts. The Divisions indicated that they will not recommend the CFTC initiate an enforcement action against KalshiEX LLC, Kalshi Klear LLC, or their participants for failure to comply with certain swap-related recordkeeping requirements and for failure to report to swap data repositories data associated with binary option transactions and variable payout contract transactions executed on or subject to the rules of KalshiEX LLC and cleared through Kalshi Klear LLC, subject to the terms of the no-action letter. The supplemental letter also removes the condition in CFTC Letter No. 24-15 that prohibits Kalshi participants from clearing contracts through a third-party clearing member. [NEW]
CFTC and SEC Extend Form PF Amendments Compliance Date. The CFTC, together with the SEC, extended the compliance date for the amendments to Form PF that were adopted Feb. 8, 2024. The compliance date for these amendments, which was originally March 12, 2025, has been extended to June 12, 2025. Form PF is the confidential reporting form for certain SEC-registered investment advisers to private funds, including those that also are registered with the CFTC as commodity pool operators or commodity trading advisers. This extension will mitigate certain administrative and technological burdens and costs associated with the prior compliance date. This extension will also provide more time for filers to program and test for compliance with these amendments.
Acting Chairman Pham Launches Public Roundtables on Innovation and Market Structure. On January 27, Acting Chairman Pham announced the launch of a series of public roundtables on evolving trends and innovation in market structure, including issues such as affiliated entities and conflicts of interest, prediction markets, and digital assets. Pham renewed calls for open public engagement and increased transparency by the CFTC on its policy approach to changes in derivatives markets last year.
Acting Chairman Pham Announces CFTC Leadership Changes. On January 22, Acting Chairman Pham announced the following CFTC leadership changes: Acting Chief of Staff: Harry Jung; Acting General Counsel: Meghan Tente; Acting Director of the Office of Public Affairs: Taylor Foy; Acting Director of the Office of Legislative and Intergovernmental Affairs: Nicholas Elliot; Acting Director of the Division of Market Oversight: Amanda Olear; Acting Director of the Division of Clearing and Risk: Richard Haynes; Acting Director of the Market Participants Division: Tom Smith; Acting Director of the Division of Enforcement: Brian Young; Acting Director of the Office of International Affairs: Mauricio Melara.
SEC Acting Chairman Uyeda Announces Formation of New Crypto Task Force. On January 21, SEC Acting Chairman Uyeda launched a crypto task force that, according to the SEC, is dedicated to developing a comprehensive and clear regulatory framework for crypto assets. Commissioner Hester Peirce will lead the task force. Richard Gabbert, Senior Advisor to the Acting Chairman, and Taylor Asher, Senior Policy Advisor to the Acting Chairman, will serve as the task force’s Chief of Staff and Chief Policy Advisor, respectively. The SEC said that the task force will collaborate with SEC staff and the public to set the SEC on a sensible regulatory path that respects the bounds of the law and that the task force’s focus will be to help the SEC draw clear regulatory lines, provide realistic paths to registration, craft sensible disclosure frameworks, and deploy enforcement resources judiciously. The Sec indicated that the task force will operate within the statutory framework provided by Congress, coordinate the provision of technical assistance to Congress as it makes changes to that framework, and coordinate with federal departments and agencies, including the CFTC, and state and international counterparts.

New Developments Outside the U.S.

DPE Regime for Post-Trade Transparency Becomes Operational. On February 3, the public register listing designated publishing entities (“DPEs”) that now bear the reporting obligation for post-trade transparency under MIFIR went live, bringing the DPE regime into full operational effect. The public register can be found here. The post-trade reporting obligation for systematic internalizers (“SIs”) has been replaced by an analogous obligation on investment firms that have chosen to register as DPEs. As a further consequence of the DPE regime launch, ESMA has decided to discontinue the voluntary publication of quarterly SI calculations data early, ahead of the scheduled removal of the obligation on ESMA to perform SI calculations from September 2025. As of February 1, the mandatory SI regime will no longer apply and investment firms will not need to perform the SI test. However, investment firms can continue to opt into the SI regime. ESMA’s press release on these measures can be found here. [NEW]
ECB Publishes Guidance on Initial Margin Model Approval Under EMIR 3. On January 31, the European Central Bank (“ECB”) published guidance on the initial margin validation process for entities under its supervision under the European Market Infrastructure Regulation (EMIR 3). Following the European Banking Authority’s (“EBA”) no-action letter on December 17, the guidance addresses implementation issues such as what the ECB approach will be until the EBA’s relevant regulatory technical standards and guidelines are applicable, the initial application process and model changes. [NEW]
Equivalence Extension for UK CCPs Published in EU Official Journal. On January 31, the European Commission’s (“EC’s”) implementing decision extending the equivalence decision for UK central counterparties (“CCPs”) until June 30, 2028 was published in the Official Journal of the EU. ESMA will now need to formally extend the temporary recognition decisions and tiering determinations for UK CCPs. [NEW]
ESMA Provides Guidance on MiCA Best Practices. On January 31, ESMA published a new supervisory briefing aiming to align practices across the EU member states. The briefing, developed in close cooperation with National Competent Authorities (“NCAs”), promotes convergence and prevents regulatory arbitrage, providing concrete guidance about the expectations on applicant Crypto Asset Service Providers, and on NCAs when they are processing the authorization requests.
ESMA Publishes Data for Quarterly Bond Liquidity Assessment. On January 31, ESMA published the new quarterly liquidity assessment of bonds. ESMA’s liquidity assessment for bonds is based on a quarterly assessment of quantitative liquidity criteria, which includes the daily average trading activity (trades and notional amount) and the percentage of days traded per quarter.
Equivalence of UK CCPs Extended to June 30, 2028. On January 30, the European Commission determined that the regulatory framework applicable to central counterparties (“CCPs”) in the United Kingdom of Great Britian and Northern Ireland is equivalent, in accordance with Regulation No 648/2012 of the European Parliament and of the Council.
Euribor Panel to include Finland’s OP Corporate Bank and the National Bank of Greece. OP Corporate Bank and the National Bank of Greece join the group of credit institutions that contribute to Euribor under its revised methodology, which is a substitute for the panel banks’ expert judgement. The methodology was adopted in a phased approach by all members across the Euribor panel between May and October 2024.
EC Adopts Delegated Act On OTC Derivatives Identifier for MIFIR Transparency. On January 24, the EC adopted the delegated act on OTC derivatives identifying reference data for transparency under the Markets in Financial Instruments Regulation (MIFIR). The delegated act mandates the inclusion of the unique product identifier in identifying reference data for OTC interest rate swaps and credit default swaps. The selection of the provider of a consolidated tape for OTC derivatives cannot begin until the delegated act has entered into force. In an effort to ensure the selection process can begin on-time, the delegated act will apply from the date of its entry into force – 20 days after publication in the Official Journal of the EU – but, according to the EC, to allow sufficient time to adapt to the new requirements, the identifying reference data specified within the delegated act should only be used to identify interest rate swaps and credit default swaps from September 1, 2026. [NEW]
New Governance Structure for Transition to T+1 Settlement Cycle Kicks Off. On January 22, ESMA, the European Commission (“EC”) and the European Central bank (“ECB”) launched a new governance structure to support the transition to the T+1 settlement cycle in the European Union. Following ESMA’s report with recommendations on the shortening of the settlement cycle, the new governance structure has been designed to oversee and manage the operational, regulatory and technological aspects of this transition. Given the high level of interconnectedness within the EU capital market, a coordinated approach across the EU, involving authorities, market participants, financial market infrastructures and investors, is desirable. ESMA said that the key elements of the new governance model include an Industry Committee, composed of senior leaders and representatives from market players, several technical workstreams, operating under the Industry Committee, focusing on the technological operational adaptations needed in the areas concerned by the transition to T+1 (i.e. trading, matching, clearing, settlement, securities financing, funding and FX, asset management, corporate events, settlement efficiency), and two more general workstreams that will review the scope and the legal and regulatory aspects of these adaptations, and a Coordination Committee, chaired by ESMA and with representation from the EC, the ECB, ESMA and the chair of the Industry Committee, intended to ensure coordination between the authorities and the industry, advising on challenges that may arise during the transition. Additionally, ESMA said that the Commission is currently considering the merits of a legislative change mandating a potential transition to a shorter settlement cycle.

New Industry-Led Developments

ISDA Publishes Joint Trade Association letter to SEC on US Treasury Clearing. On January 24, ISDA, the Alternative Investment Management Association, the Futures Industry Association (“FIA”), the FIA Principal Traders Group, the Institute of International Bankers, the Managed Funds Association and the Securities Industry and Financial Markets Association and its asset management group sent a letter to Mark Uyeda, acting chair at the US Securities and Exchange Commission (SEC) requesting an extension to the implementation dates for the Treasury clearing mandate by a minimum of 12 months. The associations believe this would give the SEC time to consider and address several critical issues and for the industry to implement clearing. In the letter, the associations highlight their concern that, without an extension, the success of the transition to central clearing will be compromised and may lead to disruptions in the cash Treasury securities and repo markets.
ISDA and AFME Publish Joint Response to ECB Consultation on Options and Discretions under EU Law. On January 24, ISDA and the Association for Financial Markets in Europe (“AFME”) responded to the European Central Bank’s (“ECB”) consultation on its approach to options and discretions under EU law. In the response, the associations highlight the efforts of the ECB to establish consistent options and discretions that would harmonize rules and foster a level playing field in the euro area. The response also mentions that further actions are necessary, specifically on trading book boundary classifications and exemptions.
ISDA Publishes Equity Definitions VE, Version 2.0. On January 21, ISDA published version 2.0 of the ISDA Equity Derivatives Definitions (Versionable Edition) on the MyLibrary platform. This publication includes, among other updates, provisions that can be used for documenting transactions with time-weighted average price or volume-weighted average price features, futures price valuation in respect of share transactions and benchmark provisions in respect of an index.

The following Gibson Dunn attorneys assisted in preparing this update: Jeffrey Steiner, Adam Lapidus, Marc Aaron Takagaki, Hayden McGovern, and Karin Thrasher.

Jeffrey L. Steiner, Washington, D.C. (202.887.3632, [email protected])

Michael D. Bopp, Washington, D.C. (202.955.8256, [email protected])

Michelle M. Kirschner, London (+44 (0)20 7071.4212, [email protected])

Darius Mehraban, New York (212.351.2428, [email protected])

Jason J. Cabral, New York (212.351.6267, [email protected])

Adam Lapidus – New York (212.351.3869, [email protected] )

Stephanie L. Brooker, Washington, D.C. (202.887.3502, [email protected])

William R. Hallatt , Hong Kong (+852 2214 3836, [email protected] )

David P. Burns, Washington, D.C. (202.887.3786, [email protected])

Marc Aaron Takagaki , New York (212.351.4028, [email protected] )

Hayden K. McGovern, Dallas (214.698.3142, [email protected])

Karin Thrasher, Washington, D.C. (202.887.3712, [email protected])

Gibson Dunn’s Workplace DEI Task Force aims to help our clients develop creative, practical, and lawful approaches to accomplish their DEI objectives following the Supreme Court’s decision in SFFA v. Harvard. Prior issues of our DEI Task Force Update can be found in our DEI Resource Center. Should you have questions about developments in this space or about your own DEI programs, please do not hesitate to reach out to any member of our DEI Task Force or the authors of this Update (listed below).

Key Developments:

On February 3, the Mayor and City Council of Baltimore, the National Association of Diversity Officers in Higher Education, the American Association of University Professors, and the Restaurant Opportunities Centers United filed a lawsuit in the District of Maryland challenging two recent anti-DEI executive orders. The complaint raises six constitutional claims, including claims alleging that the orders violate the First Amendment, Due Process Clause, Spending Clause, and separation of powers. The complaint asks for a declaratory judgment that Executive Order 14151 and Executive Order 14173 are unconstitutional, as well as a preliminary injunction enjoining enforcement of these executive orders. The case has been assigned to Judge Adam Abelson.

On January 28, the Acting Chair of the Equal Employment Opportunity Commission (EEOC), Andrea Lucas, announced through an EEOC press release that the “agency is returning to its mission of protecting women from sexual harassment and sex-based discrimination in the workplace by rolling back the Biden administration’s gender identity agenda.” The press release described the actions Lucas has taken to effectuate President Trump’s Executive Order 14168, including removing EEOC employees’ ability to display their pronouns on software applications, ending the use of the “X” gender marker in the EEOC intake process, and removing “materials promoting gender ideology” from the EEOC’s internal and external websites. Lucas also initiated a review of the Commission’s “Know Your Rights” poster, which covered employers must post in their workplaces. The EEOC has not yet rescinded its Enforcement Guidance on Harassment in the Workplace, because a majority vote of the EEOC Commissioners is required to rescind guidance documents. On the same day that these changes were announced, the White House terminated two of the three Democratic Commissioners—former EEOC chair Charlotte Burrows and former EEOC vice chair Jocelyn Samuels. Karla Gilbride, the general counsel for the EEOC, was also terminated. On February 4, President Trump named Andrew Rogers as the acting general counsel for the EEOC. Rogers was previously Chief Counsel and Chief of Staff to acting EEOC Chair Andrea Lucas. Prior to that, Rogers worked in the US Department of Labor’s Wage and Hour Division and in private practice.

On January 28, state financial officials from eighteen states sent a letter to Mark Uyeda, the Acting Chair of the Securities and Exchange Commission, and Vince Micone, the Acting Secretary of Labor, requesting that the Commission and Department of Labor develop rules and guidance prohibiting investment decisions based on ESG or DEI objectives as “inconsistent with fiduciary duties.” The letter discussed “an indisputable trend, among large asset managers, to prioritize political and social agendas over the financial security of hardworking Americans,” and advocated that “[r]etirement security should not be jeopardized in order to facilitate corporate virtue signaling and activist-driven initiatives.”

On January 27, nineteen state Attorneys General, led by Iowa Attorney General Brenna Bird, sent a letter to Costco CEO Ron Vachris, urging Costco to repeal its DEI policies. In the letter, the attorneys general identified recent changes in the DEI policies of other major corporations and noted that companies that have not rolled back their programs have been sued or investigated over their DEI initiatives. The letter instructed Costco to respond within 30 days, “either notify[ing]” the group “that Costco has repealed its DEI policies or explain[ing] why Costco has failed to do so.”

In a January 21 memorandum, the U.S. Office of Personnel Management (OPM) provided guidance to all federal agencies regarding implementation of President Trump’s executive orders including Executive Order 14151 and Executive Order 14148. The memorandum required each agency to send agency-wide notices to all employees informing them that the agencies’ DEI offices would be closed, and “asking employees if they know of any efforts to disguise these programs by using coded or imprecise language.” The memorandum, signed by Acting OPM Director Charles Ezell, stated that failing to report on disguised DEI programs could result in “adverse consequences.” Ezell also ordered all agencies to place their DEI staff on paid leave by 5:00 p.m. on January 22, to take down any outward facing media relating to federal DEI offices, to cancel all DEI-related training, and to terminate relationships with all DEI-related contractors. The memorandum also instructed each agency, by close of business on January 31, to submit a “written plan for executing a reduction-in-force action regarding the employees who work in a DEIA office” and a “list of all contract descriptions or personnel position descriptions that were changed since November 5, 2024 to obscure their connection to DEIA programs.”

On January 20, Reverend Al Sharpton called for a boycott on companies eliminating their DEI programs. During a Washington, D.C.-based ceremony celebrating Martin Luther King, Jr. Day, Sharpton, speaking on behalf of his National Action Network, announced the convening of a council that will “engage in a 90-day study of what companies have given up on DEI and what their margins of profit are” before selecting two companies to “specifically be targeted in the boycott.” Sharpton stated that he will be supporting companies that have “doubled down” on DEI, including leading a “buy-cott” rally at a New Jersey Costco location to show support for companies that are maintaining DEI programs.

Media Coverage and Commentary:

Below is a selection of recent media coverage and commentary on these issues:

Bloomberg, “Costco Defended Its DEI Policies Now It Should Talk About Them” (February 3): Bloomberg Editorial’s Beth Kowitt reports on the response of Republican attorneys general to Costco’s shareholders rejecting a shareholder proposal that would have compelled reversal of the company’s DEI policies. Kowitt writes that Costco “did a powerful job of making a business case for why its DEI programs are important to the company,” but has failed to articulate what its DEI programs specifically entail, noting the lack of publicly available information on these programs. Kowitt recommends companies be more forthcoming about the details of their DEI initiatives, encouraging companies to “get granular” about what their DEI policies entail. She posits that companies that “vaguely allude to ‘doing DEI’” are much more likely to end up in the crosshairs of the Trump administration than those that make clear their policies comply with federal law. The article also quotes Jason Schwartz, co-chair of the Labor & Employment group at Gibson, Dunn & Crutcher LLP, who argues that, as a general matter, corporate America has not done “a good job at explaining itself and its programs,” and this failure has allowed opponents of DEI to “own[] the public dialogue about [DEI] without any nuance.”
ModernRetail, “How the Trump Presidency Upended Retailers’ DEI Policy Playbooks” (January 30): Writing for ModernRetail, Mitchell Parton and Allison Smith discuss the rapid shift in corporate DEI initiatives in recent months. They report that in 2020, companies “quickly committed to [DEI] measures,” but that many large companies have rolled back those commitments. Parton and Smith say that many other companies are adjusting the language they use to describe their DEI programs to avoid scrutiny. The authors note that “executives are scrambling to gauge their exposure to legal risks tied to diversity policies.” The article quotes Jason Schwartz of Gibson Dunn, who says phones are “ringing off the hook” with companies who “want to take a fresh look” at their programs in light of President Trump’s recent actions.
Law360, “Companies Risk White House Wrath By Keeping DEI Programs” (January 24): Law360’s Sarah Jarvis reports on President Trump’s executive orders in his first week in office targeting DEI programs. She notes that while “[m]any companies have retreated from their DEI commitments amid the pointed political landscape,” some major U.S. companies, including Costco, Apple, and Pinterest, “are staying the course with their existing DEI programs and policies.” The article quotes Jason Schwartz of Gibson Dunn, who says companies can take a range of approaches as they determine how to support a “robust pipeline of diverse talent,” but notes that the executive order involving federal contractors, in particular, creates a “massive expansion of potential liability.” Schwartz says that it is difficult to find the line between pursuing legally sound programs and avoiding unnecessary risk “because the law is in flux right now.”
Bloomberg, “Trump Redefining ‘Sex’ Sets Up Clash Over High Court Protections” (January 23): Bloomberg’s Rebecca Klar and Khorri Atkinson report that President Trump’s day-one executive order requiring the federal government to recognize only two sexes will likely face legal challenges. In the executive order, President Trump called on the Attorney General to “immediately issue guidance to agencies to correct the misapplication of the Supreme Court’s decision in Bostock v. Clayton County,” in which the Supreme Court held that sex discrimination under Title VII included discrimination based on sexual orientation and gender identity. Klar and Atkinson report that “Bostock was the foundation for agency actions like the EEOC’s harassment guidance addressing gender identity protections.” David Lopez, a Rutgers Law School professor and former EEOC general counsel under President Obama, said appellate courts have consistently ruled “with the EEOC position” and that the new executive order is an attempt “to achieve through executive action” what the administration could not previously “achieve in court.” However, at least one federal court has concluded that Bostock does not apply to “workplace policies on bathrooms, dress codes, and locker rooms.” Klar and Atkinson write that they expect litigation over Bostock’s reach and whether it prevents the rollback of gender identity protections the executive order mandates.
Litigation Daily, “With DEI Rollbacks, Employment Lawyers See Potential for Targeting Corporate Commitment to Equality” (January 23): Writing for Litigation Daily, Charles Toutant discusses how companies’ changes to DEI initiatives may be used against them in court. He reports that the National Institute for Workers’ Rights circulated a memorandum in October 2024 stating that a company’s choice to roll back DEI initiatives could be used against it in a discrimination case. Jason Solomon, director of the National Institute for Workers’ Rights, said that an employee bringing a discrimination lawsuit could use these roll backs as evidence that their employer failed to “use reasonable care” to prevent discrimination. Toutant reports that plaintiff-side employment lawyers believe that discovery into a company’s decisions about DEI programs would be “fair game” in a discrimination lawsuit. Conversely, Jason Schwartz of Gibson Dunn described the concern as “overblown.” Schwartz said that it was a “real stretch” to argue that a revision to DEI policies was evidence of animus or discriminatory intent, noting that he has “no doubt that plaintiffs’ lawyers will make that argument,” but that the argument is not “very compelling.” Schwartz concluded, “[t]here are lots of legitimate concerns that people are raising about the rollback of programs, and obviously they think it needs to be done in a thoughtful way. But the fact that it could evidence discrimination—I’m pretty skeptical [of that].”

Case Updates:

Below is a list of updates in new and pending cases:

1. Employment discrimination and related claims:

Paul Fowler v. Emory University, No. 1:24-cv-05353 (N.D. Ga. 2024): On November 21, 2024, a former Emory University employee sued the university, alleging that the Vice Provost for Career and Professional Development discriminated against white employees in investigations, discipline, hiring, and promotions. The plaintiff asserts employment discrimination claims arising from “unlawful race, gender, and age discrimination and retaliation” in violation of Title VII, the Age Discrimination in Employment Act, and Section 1981.
- Latest update: On January 21, 2025, Emory University answered the complaint, denying allegations that it engaged in employment discrimination.

2. Board of director or stockholder actions:

City of Riviera Beach Police Pension Fund v. Target, Corp., et al., No. 2:25-cv-00085 (M.D. Fla.): Institutional investor City of Riviera Beach Police Pension Fund sued Target and certain Target officers on behalf of a class of stockholders, alleging that defendants have defrauded investors by issuing false and misleading statements concerning conduct undertaken to further Target’s ESG and DEI initiatives, causing the company’s stock price to be artificially inflated. The lawsuit brings claims under Sections 10(b), 14(a), and 20(a) of the Securities Exchange Act of 1934
- Latest update: The docket does not indicate that Target has been served yet.

Craig v. Target Corp., No. 2:23-cv-00599-JLB-KCD (M.D. Fl. 2023): America First Legal sued Target and certain Target officers on behalf of a shareholder, claiming the board falsely represented that it monitored social and political risk, when instead it allegedly focused only on risks associated with not achieving ESG and DEI goals. The plaintiffs allege that Target’s statements violated Sections 10(b) and 14(a) of the Securities Exchange Act of 1934 and that Target’s May 2023 Pride Month campaign triggered customer backlash and a boycott that depressed Target’s stock price. On December 4, 2024, the district court denied defendant’s motion to dismiss, concluding that the plaintiffs sufficiently pleaded both their Section 10(b) and Section 14(b) claims. On January 6, 2025, the court entered a stay pending mediation between the parties. On January 17, 2025, Target filed a status update regarding the parties’ proposed mediation, in which it asserted that plaintiffs “would only provide dates of availability to mediate if [Target] agreed to do so on a class-wide basis.” In its filing, Target argued that the case is not a class action, the Private Securities Litigation Reform Act prohibits plaintiffs from “purporting to act on behalf of a hypothetical class,” and the law requires “shareholders who file a class action complaint to provide notice to other shareholders” which plaintiffs have not done. Target asked the court to “direct Plaintiffs to provide their availability to mediate” on an individual basis.
- Latest update: On January 21, 2025, plaintiffs filed a Response to Target’s Status Update and a Motion to Lift the Stay. Plaintiffs assert that Target “misrepresent[ed] the dialogue between the parties,” and they moved to lift the stay to “enable Plaintiffs to pursue, among other things, (1) amending the complaint to add class allegations; and (2) determining the lead plaintiff under 15 U.S.C. § 78u-4(a)(3).” Plaintiffs asked the court to reopen the action, lift the stay, and cancel the mediation conference. On January 31, 2025, Target filed an Opposition to plaintiffs’ motion to lift the stay, asserting that plaintiffs failed to “satisfy the applicable good cause standard for canceling a court-ordered mediation.”

3. Actions against educational institutions:

Chu, et al. v. Rosa, No. 1:24-cv-75 (N.D.N.Y. 2024): On January 17, 2024, a coalition of education groups sued Betty Rosa, Commissioner of Education for the State of New York, alleging that the state’s free summer program discriminates based on race and ethnicity in violation of the Equal Protection Clause of the Fourteenth Amendment. The Science and Technology Entry Program (STEP) permits students who are Black, Hispanic, Native American, and Alaskan Native to apply regardless of their family income level, but all other students, including Asian and white students, must demonstrate “economically disadvantaged status.” On April 19, 2024, Rosa moved to dismiss the amended complaint for lack of subject-matter jurisdiction, arguing that neither the organizational plaintiffs (groups of parents) nor the named plaintiff, also a parent, have suffered any personal or individual injury, and that the plaintiffs cannot sue for alleged violations of members’ rights as prospective STEP applicants. Plaintiffs opposed the motion, arguing that the plaintiffs do not need to apply for the STEP program as a prerequisite for standing because their “injury is the inability to compete on an equal footing,” not whether they can secure a spot in the STEP program. On April 5, 2024, Plaintiffs filed an amended complaint, adding further details regarding organization members and their interests and including that certain students “meet[] the residency and academic requirements” for the program and are “ready and willing to apply.” Rosa moved to dismiss the amended complaint, but the court denied the motion on November 22, 2024. The court ordered Rosa to answer the complaint no later than December 6, 2024, later extending this deadline to January 21, 2025.
- Latest update: On January 21, 2025, Rosa answered the amended complaint, denying allegations of discrimination. She asserted that the plaintiffs lack standing and that the amended complaint failed to state a claim.

4. Challenges to statutes, agency rules, and regulatory decisions:

Do No Harm v. Gianforte, No. 6:24-cv-00024-BMM-KLD (D. Mont. 2024): On March 12, 2024, Do No Harm filed a complaint on behalf of “Member A,” a white female dermatologist in Montana, alleging that a Montana law requiring the governor to “take positive action to attain gender balance and proportional representation of minorities resident in Montana to the greatest extent possible” when making appointments to the twelve-member Medical Board violates the Equal Protection Clause. Do No Harm alleged that since ten seats are currently held by six women and four men, Montana law requires that the remaining two seats be filled by men, which would preclude Member A from holding the seat. Following Governor Gianforte’s motion to dismiss Magistrate Judge De Soto recommended that the case be dismissed for lack of subject matter jurisdiction. Magistrate Judge De Soto found Do No Harm lacked standing because it did not allege “facts demonstrating that at least one Member is both ‘able and ready’ to apply for a Board seat in the reasonably foreseeable future.” For the same reasons, the Magistrate Judge found the case unripe.
- Latest update: On January 24, 2025, Do No Harm objected to the Magistrate Judge’s findings and recommendations. Do No Harm argues that it has associational standing and that the case is ripe because the organization adequately pleaded “concrete factual allegations regarding the ability and readiness of its members” to apply for board membership, and that its injuries are definite and concrete.
Do No Harm v. Cunningham, No. 25-cv-00287 (D. Minn. 2025): On January 24, 2025, Do No Harm sued Brooke Cunningham, Commissioner of the Minnesota Department of Health, challenging a state law that requires the Commissioner to consider race in appointing members to the Minnesota Health Equity Advisory and Leadership Council. Do No Harm alleges that state law requiring that the board include representatives from either “African American and African heritage communities,” “Asian American and Pacific Islander communities,” “Latina/o/x communities,” and “American Indian communities and Tribal governments and nations,” violates the Fourteenth Amendment. Plaintiffs seek a permanent injunction and declaratory relief.
- Latest update: Do No Harm served defendants on January 30, 2025. Their answer is due February 20, 2025.
American Alliance for Equal Rights v. Walz, No. 24-cv-1748-PJS-JFD (D. Minn. 2024): On May 15, 2024, AAER filed a complaint against Minnesota Governor Tim Walz, challenging a state law that requires Governor Walz to ensure that five members of the Minnesota Board of Social Work are from a “community of color” or “an underrepresented community.” The fifteen-member Board, comprised of ten professionally licensed social workers and five public member positions, has three currently open seats and will have an additional six open seats in January 2025. AAER claimed that two of its white female members are “qualified, ready, willing and able to be appointed to the board,” but that they will not be given equal consideration. AAER seeks a permanent injunction and a declaration that the law violates the Equal Protection Clause of the Fourteenth Amendment. On January 3, 2025, AAER filed an amended complaint to reflect the fact that they no longer rely on one of their original white female members.
- Latest update: On January 17, 2025, Governor Walz answered the amended complaint, denying the allegations of unlawful discrimination and asserting that the plaintiffs lack standing and failed to state a claim upon which relief can be granted.
American Alliance For Equal Rights v. Bennett, No. 1:25-cv-00669 (N.D. Ill. 2025): On January 21, 2025, AAER sued the Attorney General of Illinois, the Director of the Illinois Department of Human Rights, and the Secretary of State of Illinois. AAER alleges that an Illinois law requiring “qualifying nonprofits to gather and publicize” certain demographic data online compels organizations to engage in unlawful discrimination. They assert that “[b]y forcing charities to publicize the demographics of their senior leadership, the law pushes them to hire candidates based on race.” AAER also alleges the law violates the First Amendment by compelling organizations “to speak about a host of controversial demographic issues.” AAER seeks a permanent injunction and declaratory relief.
- Latest update: AAER served defendants on January 24, 2025. Their answer is due February 14, 2025.

The following Gibson Dunn attorneys assisted in preparing this client update: Jason Schwartz, Mylan Denerstein, Blaine Evanson, Molly Senger, Zakiyyah Salim-Williams, Zoë Klein, Cate McCaffrey, Jenna Voronov, Emma Eisendrath, Felicia Reyes, Allonna Nordhavn, Janice Jiang, Laura Wang, Maya Jeyendran, Kristen Durkan, Ashley Wilson, Lauren Meyer, Kameron Mitchell, Chelsea Clayton, Albert Le, Emma Wexler, Heather Skrabak, and Godard Solomon.

Jason C. Schwartz – Partner & Co-Chair, Labor & Employment Group
Washington, D.C. (+1 202-955-8242, [email protected])

Katherine V.A. Smith – Partner & Co-Chair, Labor & Employment Group
Los Angeles (+1 213-229-7107, [email protected])

Mylan L. Denerstein – Partner & Co-Chair, Public Policy Group
New York (+1 212-351-3850, [email protected])

Zakiyyah T. Salim-Williams – Partner & Chief Diversity Officer
Washington, D.C. (+1 202-955-8503, [email protected])

Molly T. Senger – Partner, Labor & Employment Group
Washington, D.C. (+1 202-955-8571, [email protected])

Blaine H. Evanson – Partner, Appellate & Constitutional Law Group
Orange County (+1 949-451-3805, [email protected])

As we write, Attorney General Pamela Bondi is putting her stamp on corporate criminal enforcement through the issuance of memoranda directing prosecutors to focus effort and resources on cases involving transnational corporate organizations, drug cartels, and terrorism. In this alert, we survey negotiated corporate criminal resolutions in 2024 and offer thoughts about how the trends observed in 2024 will change in the wake of the Attorney General’s February 5, 2025 memoranda to the U.S. Department of Justice (“DOJ”).

Changes Following Attorney General Bondi’s February 5, 2025 Memoranda

In the first day of her tenure as Attorney General of the United States, Attorney General Bondi issued a number of directives to federal prosecutors to guide their effort and focus in the coming years. Those memoranda will shape efforts in this area for the next four years, if not longer. Gibson Dunn issued a more detailed analysis of the impacts of these directives, from which we synthesize a few headline points:

DOJ’s stated investigative and charging priorities are now immigration enforcement; human trafficking and smuggling; transitional criminal organizations (“TCOs”), cartels, gangs; and protecting law enforcement.[1] Attorney General Bondi elevated the leadership of two task forces (one focused on MS-13, and the other on human trafficking) to the Office of the Attorney General, in a clear signal of where DOJ’s new priorities lie.[2]
Resources devoted to certain other enforcement efforts were redirected, such as disbanding the Foreign Influence Task Force[3] and limiting criminal charges under the Foreign Agents Registration Act and 18 U.S.C. § 951 “to more traditional espionage by foreign government actors.”[4]
For other areas, the practical implications of the announcements may be less apparent. For example, the Attorney General’s requirement that the Foreign Corrupt Practices Act (“FCPA”) Unit prioritize investigations of foreign bribery that “facilitates” cartels and TCOs, including human smuggling and narcotics and firearms trafficking, and to “shift focus away from investigations and cases that do not have such a connection” may signal a reduced emphasis on FCPA enforcement, insofar as the FCPA unit brought very few such cases historically. However, it is also possible that this is more a measure to ensure that investigations into cartels and TCOs are not stymied by DOJ red tape, consistent with the subsection’s heading, “Removing Bureaucratic Impediments to Aggressive Prosecutions.” Indeed, the new guidance also suspends, for new FCPA and Foreign Extortion Act matters relating to cartels and TCOs, the Justice Manual’s requirements for Criminal Division approval, and it also allows U.S. Attorneys’ Offices seeking to bring FCPA charges in cartel- or TCO-related cases to proceed with only 24 hours’ notice to the Fraud Section–both actions that permit greater, but not unfettered, leeway to pursue this subset of FCPA cases much more aggressively than ever before.[5]
Similarly, the immediate, practical impact from disbanding the National Security Division’s (“NSD”) Corporate Enforcement Unit is also likely to be small, insofar as the unit was already thinly staffed.[6]
Despite their number, the recent DOJ memoranda may signal that the pendulum will swing away from extensive DOJ policies and guidance. Although it does not single out corporate criminal enforcement, the Attorney General’s prohibition on guidance documents that “violate the law when they are issued without undergoing the rulemaking process” but nevertheless “purport to have a direct effect on the rights and obligations of private parties”[7] may well lay the groundwork for revisiting DOJ-issued guidance from the past four years–including guidance around corporate enforcement and compliance.
Finally, in a development directly relevant to some types of corporate criminal resolutions, except in limited circumstances, “settlements should not be used to require payments to third-party, non-governmental organizations that were neither victims nor parties to the law suits”[8]—as did some of the resolutions in 2024 surveyed below.

Notwithstanding these pronouncements signaling an intended departure from the policies and priorities of the Biden administration, we note that DOJ has proceeded to resolve several significant criminal matters in the early days of the Trump administration. For example, on January 27, 2025, online cryptocurrency exchange and trading platform, KuCoin, entered into a plea agreement with the U.S. Attorney’s Office for the Southern District of New York for operating an unlicensed money servicing business (“MSB”) and failure to implement an Anti-Money Laundering (“AML”) program. In addition to servicing approximately 1.5 million users in the United States as an unlicensed MSB and futures commission merchant, KuCoin allegedly transmitted billions of dollars in suspicious proceeds due to the lack of an AML program. The plea agreement stipulates forfeiture of $184.5 million, representing the fees paid by U.S. users; a criminal fine of $112.9 million; and a two-year probationary term, during which KuCoin will exit the U.S. market. Notably, the forfeiture amount is lower than one might anticipate based on DOJ’s prior position that companies could be required to forfeit all funds transmitted by U.S., or potentially all, users. It is difficult to say whether this signals the influence of the new Administration or is a product of the specific fact pattern and nuances of the negotiation that pre-dated the change in guard.

Similarly, on February 6, 2025, Brink’s Global Services USA, Inc. (“Brink’s), a cash handling company, announced that it had entered into a two-year non-prosecution agreement with the U.S. Attorney’s Office for the Southern District of California to resolve charges of knowingly operating an unlicensed money transmitting business and failing to maintain an effective AML program. According to the NPA, Brink’s was required to register with FinCEN as a money transmitting business because, on several occasions between 2019 and 2020, it transported both U.S. dollars and other currencies to and from the U.S., totaling approximately $50.4 million, and exceeded the limited “currency transporter exemption” to the registration requirement by failing to adequately identify the source of funds and ultimate destination of funds it transported. Under the NPA, Brink’s agreed to forfeit $25 million, which reflected credit for Brink’s’s acceptance of responsibility and implementing a new AML compliance program. The NPA also credited civil penalties Brink’s would pay pursuant to a parallel consent order with FinCEN.

Survey of Negotiated Corporate Criminal Resolutions in 2024

In 2024, DOJ continued its multi-year trend of resolving fewer cases using corporate non-prosecution agreements (“NPAs”) and deferred prosecution agreements (“DPAs”).[9] Indeed, the relative proportion of resolution types has not changed appreciably in the past three years (as shown in Chart 3 below). DOJ overwhelmingly favored corporate guilty pleas last year, with a total of 75 plea agreements publicized by year-end, compared to 22 NPAs and DPAs, as well as two declinations with disgorgement. The language and substance of these corporate resolutions reflected the intentionality of application of enforcement priorities and detailed policies put forward by DOJ; for example, many resolutions contained express language addressing specific considerations under DOJ’s Corporate Enforcement and Voluntary Self-Disclosure Policy. As detailed below, many updates in the corporate enforcement arena centered around incentivizing voluntary disclosure and whistleblowing. This included pilot programs and policies by several prominent U.S. Attorneys’ Offices. And while prosecutions of corporate fraud-related offenses continued apace in 2024, no corporate criminal resolution involved cartels (in any sense), transnational criminal organizations, or human trafficking. Across the board, U.S. Attorneys’ Offices continued to play an important role in the vast majority of corporate criminal resolutions, a role that Attorney General Bondi’s initial directives suggest may increase further in 2025.

In this client alert, we: (1) report key statistics regarding corporate resolutions, including an analysis of NPAs, DPAs, and Corporate Enforcement and Voluntary Self-Disclosure Policy (“CEP” or “Corporate Enforcement Policy”) declinations from 2000 through 2024 and of corporate guilty pleas between 2022 and 2024, based on data compiled by Gibson Dunn; (2) assess developments in DOJ enforcement policy and priorities in 2024; (3) summarize the 99 agreements in 2024; and (4) survey recent developments in DPA-like regimes abroad.

Key Statistics

Chart 1 below reflects the NPAs and DPAs that Gibson Dunn has identified through public-source research from 2000 through the end of 2024. Of the 22 total agreements in 2024, there were 14 DPAs and eight NPAs. The SEC, consistent with its trend since 2016, did not enter any NPAs or DPAs in 2024.

Chart 2 reflects total monetary recoveries related to publicly available NPAs and DPAs from 2000 through the end of 2024. At approximately $2.6 billion, 2024 recoveries associated with DPAs and NPAs are higher than those in 2023 and continue their upward trend, although they rank as the 16th lowest of our 25 years of annual totals.

Chart 3 reflects the relative mix of NPAs, DPAs, declinations-with-disgorgement and guilty pleas since we began tracking the latter in 2022.

Charts 4 and 5 below focus on 2022 through 2024, and show the numbers of DPAs, NPAs, plea agreements, and declinations with disgorgement in those years, as well as recoveries associated with each category of agreement.[10] These charts illustrate that while DOJ has used all forms of resolution, the relative proportion of guilty pleas to other forms of resolution has not changed significantly in the three years we have tracked plea agreements. Consistent with the higher number of plea agreements relative to other forms of resolution, recoveries associated with guilty pleas have also always been highest. At $5.9 billion, recoveries associated with plea agreements in 2024 more than doubled those associated with NPAs and DPAs but did not outpace them as significantly as in recent years.

[Values shown on a logarithmic scale.]

[Values shown on a logarithmic scale.]

Although it would be impossible to determine with certainty the root cause of the relative decline in NPAs and DPAs that began around 2022, the shift coincided with significant updates announced in the September 2022 Monaco Memorandum (which we analyzed in depth in our October 3, 2022 publication) that broadened policies on voluntary self-disclosure and signaled a meaningful pivot in prosecutors’ charging assessments.

We note a few statistics and possible trends, although it is difficult to say whether they reflect any shift in focus or standards or are a function of the natural ebb and flow of enforcement actions—nor can we predict the prospective impact of the incoming administration’s priorities on them.

Since 2022, all “blockbuster” resolutions involving criminal penalties and forfeiture totaling $1 billion or more across parallel criminal and civil settlements involved plea agreements—with three in that category in 2022, one in 2023, and two in 2024. Looking back over time, we note at least seven NPAs and DPAs involving criminal penalties of $1 billion or more, between 2009 and 2020.
On the other end of the penalty spectrum, the only two publicly available corporate resolutions in 2024 that explicitly cited timely voluntary self-disclosure were both declinations with disgorgement—and both resolved by the Fraud Section of DOJ’s Criminal Division. Historically, voluntary self-disclosure of misconduct had been a significant feature of many NPAs and DPAs, although—consistent with the announcement and expansion of the CEP—the numbers of NPAs and DPAs citing voluntary disclosure as a factor have declined significantly since 2016.
Indeed, every one of the corporate declinations or declinations with disgorgement publicly announced pursuant to the CEP since 2016 has involved the Fraud Section.
Despite DOJ first expanding the predecessor to the Corporate Enforcement Policy to reach beyond the Foreign Corrupt Practices Act (“FCPA”) in 2018, and later underscoring that it applied to all corporate criminal matters in 2023, the Fraud Section was involved in approximately one-third (67) of all (194) DPAs, NPAs, and declinations announced since 2018. That percentage held even after the past three years’ relative decline in DPAs, NPAs and declinations, with the Fraud Section involved in 22 of the 67 total such agreements.
For plea agreements, a similar distinction goes to environmental-related prosecutions. Of the 190 corporate guilty pleas publicly announced from 2022-2024, 50 (slightly more than one-fourth) involved DOJ’s Environmental Natural Resources Division and/or the Environmental Protection Agency. Of the guilty pleas related to enforcement of environmental laws and regulations, almost 20 percent involved tampering or disengagement of monitoring devices designed to detect or prevent pollution, and over 10 percent involved the improper release of oily bilgewater.
DOJ’s Antitrust Division had eight public NPAs and DPAs in 2020-21, three in 2023, and none in 2022 and 2024. But in 2022-2024, it also entered 13 plea agreements. Of these plea agreements, 11 were tied to schemes previously publicly disclosed.
Precisely 50% (344) of all 688 corporate DPAs, NPAs, and declinations issued under the CEP in our 25 years of data involve an allegation or charge of fraud of some sort, ranging from bank or mail fraud to FCPA violations. Since we began tracking plea agreements in 2022, the percentage is slightly lower at 29%, i.e., 74 of the total 252 negotiated corporate resolutions—40 of which were guilty pleas.
S. Attorneys’ Offices continue to play an important role in corporate prosecutions, which were historically concentrated in the biggest DOJ offices or Main Justice units. 93% of 2024’s 99 corporate negotiated resolutions involved a U.S. Attorney’s Office.
Monitoring obligations, whether in the form of an independent monitor or self-reporting, have continued to feature in corporate resolutions at approximately the same rate over the past three years. As a percentage, 23%-46% of all publicly reported DPAs, NPAs, and declinations for which data is available for each year between 2022 and 2024 included a monitoring obligation: 25% in 2022, 23% in 2023, and 46% in 2024. While these percentages reflect a steep decline from the prior three years, which ranged from 59%-73% (59% in 2019, 73% in 2020, and 69% in 2021), monitorships and self-reporting are by no means extinct.
In 2024, nine corporate resolution agreements were also signed by parent companies that were not defendants in the proceedings. In these resolutions, the parent company typically agreed to provisions relating to payment, continued cooperation, and compliance enhancements, but certain agreements went farther, requiring specific guarantees or collateral and subjecting the parent to sanctions for any breach of the agreement.

The evolution in form, structure, and elements of corporate resolutions will no doubt continue. More than 20 years ago, Gibson Dunn led the dramatic shift toward increased use of NPAs and DPAs in corporate cases and has recently been at the forefront of monitoring and addressing the apparent shift back toward plea agreements.

2024 Developments in DOJ Corporate Enforcement Policy

Many of DOJ’s policy updates and pilot programs in 2024 centered around incentivizing voluntary disclosure, including by individuals. For business organizations, these initiatives further underscore the need for companies to revisit compliance program elements relating to reporting misconduct and whistleblower protections and may alter the calculus around their own voluntary self-disclosure decisions. Specifically, these initiatives would encourage business organizations to revisit their compliance programs to ensure that they get first notice of issues that may be externally reported, and also to ensure that they investigate reports sufficiently speedily and effectively to allow for timely corporate self-disclosure assessments.

With that said, the policy memoranda issued by Attorney General Bondi on February 5, 2025, cast doubt on whether DOJ will continue to prioritize voluntary disclosure and other corporate criminal enforcement initiatives to the same degree moving forward, as DOJ reorients toward immigration and transnational criminal organizations.[11]

Criminal Division’s Pilot Program on Voluntary Self-Disclosure for Individuals

On April 15, 2024, DOJ’s Criminal Division announced a new Pilot Program on Voluntary Self-Disclosure for Individuals (“the Individuals VSD Pilot Program”). While not directly applicable to corporations, this program is likely to affect the design of corporate compliance programs. The Individuals VSD Pilot Program aims to incentivize individual participants in certain types of criminal conduct involving corporations to voluntarily self-disclose information about the criminal conduct in exchange for an NPA, subject to certain conditions. Specifically, under the Individuals VSD Pilot Program, culpable individuals may receive an NPA if they (1) voluntarily, (2) truthfully, and (3) completely self-disclose original information about misconduct in certain high-priority enforcement areas that was otherwise unknown to the Department; (4) fully cooperate and provide substantial assistance against those who are equally or more culpable; and (5) forfeit any ill-gotten gains and compensate victims. The program is notably not available to Chief Executive Officers, Chief Financial Officers, or their equivalents, nor to individuals reporting violent crimes or who have prior felony convictions for crimes involving fraud or dishonesty.

The applicable “high priority” enforcement areas articulated in 2024 include schemes involving financial institutions, including money laundering; related to the integrity of financial markets involving financial institutions, investment advisors or funds, or public or large private companies; foreign corruption schemes, including violations of the FCPA or Foreign Extortion Prevention Act; healthcare fraud and kickback schemes; federal contract fraud schemes; and domestic corruption schemes involving bribes or kickbacks paid by or through public or private companies.

Going forward, it seems likely that these priorities may shift toward immigration and transnational criminal organizations, consistent with Attorney General Bondi’s memorandum on charging, plea negotiations, and sentencing.[12]

Criminal Division’s Corporate Whistleblower Awards Pilot Program

Several months later, the Criminal Division formally announced another, parallel pilot program, the Corporate Whistleblower Awards Pilot Program, effective immediately upon its announcement on August 1—although Principal Deputy Assistant Attorney General (then-Acting Assistant Attorney General) Nicole M. Argentieri had initially previewed the program in March at the American Bar Association’s 39th National Institute on White Collar Crime.

As we described in greater detail in our prior alert, under this pilot program, a whistleblower who provides the Criminal Division with original and truthful information about corporate misconduct that leads to a forfeiture exceeding $1 million may be eligible for a monetary award, from a portion of that forfeiture. To qualify, the information provided must relate to certain “high priority” enforcement areas including (1) certain crimes involving financial institutions, (2) foreign corruption involving company misconduct, (3) domestic corruption involving company misconduct, or (4) healthcare fraud schemes involving private insurance plans.

Although corporate entities are not themselves eligible for an award under the program, the pilot program guidance clarifies that companies that voluntarily self-report within 120 days of receiving a whistleblower report internally may be eligible for a presumption of declination under the Criminal Division’s Corporate Enforcement Policy, provided that the company reports to the DOJ before the DOJ contacts the company.

According to the 2024 Justice Department, this new program aims to fill important gaps in the existing federal whistleblower programs run by the SEC, CFTC, and FinCEN by seeking original information not covered by those programs. The Program also aims to complement and strengthen the DOJ’s existing voluntary self-disclosure programs for individuals and companies. In the keynote address at the December 2024 Practicing Law Institute’s White Collar Crime 2024 Program, the former Principal Associate Deputy Attorney General stated that the program has received more than 250 tips “many of which appear to identify criminal conduct we didn’t know about.”[13]

Various U.S. Attorneys’ Offices Announce Voluntary Self-Disclosure Pilot Programs

As of this publication, 12 U.S. Attorneys’ Offices have announced their own, separate individual whistleblower or voluntary self-disclosure pilot programs.[14] The programs are similar to one another and to the DOJ Criminal Division’s pilot program in some respects and generally allow a prosecutor to enter an NPA with an individual who (1) reports misconduct not previously known to the office, (2) voluntarily discloses the misconduct, without government inquiry or imminent threat of disclosure, (3) provides substantial assistance and full cooperation, (4) completely and truthfully discloses all criminal conduct in which the individual participated, and (5) agrees to forfeit proceeds and pay restitution to victims.[15]

However, the devil is in the details, and the offices stand out for their differences more than their cohesion. For example, the Central District of California contemplates DPAs in addition to NPAs, while the Northern District of Illinois offers no guarantee of an NPA but rather “maintains the discretion to determine on a case-by-case basis” whether an individual “merits” an NPA (though time will tell whether this is merely a semantic difference, as surely all offices will employ their discretion to determine whether their respective standards have been met).[16] Individuals are eligible to participate in all offices’ programs, with certain common exclusions, such as: (1) federal elected officials or law enforcement officers and, in some offices’ programs, state-elected equivalents; (2) the CEO and, in some offices’ programs, the CFO or Chief Compliance Officer; (3) individuals with felony convictions or, in some offices’ programs, histories of certain types of misconduct.[17] In the Southern District of Texas, business organizations are also eligible to participate in the program.[18]

Although a U.S. Attorney’s Office is subject to jurisdictional and DOJ policy limits on what misconduct it may charge, the types of criminal conduct that qualify for each office’s program also vary significantly. Fraud or control failures involving public or private companies are common, if not universal, among the pilot programs, as is state or local bribery.[19] The District of New Jersey and the Northern District of Illinois programs cover anything not specifically excluded.[20] Most districts exclude misconduct that would be prosecuted by Main Justice such as FCPA violations, violations of campaign finance laws, federal tax offenses, or federal environmental offenses, but in the Eastern District of New York and Northern District of California, nothing is explicitly excluded.[21] Where misconduct could arguably be charged in one of many districts, one could easily imagine a savvy whistleblower and their counsel forum shopping for the program where they stand the best or most certain chance of reaping rewards.

Looking ahead, Attorney General Bondi’s February 6, 2025, policy memoranda appear to signal her intention to empower U.S. Attorneys’ Offices to investigate and prosecute cases with less direct involvement by Main Justice, which could make these programs increasingly important—to the extent they continue.

DOJ Updates Its Evaluation of Corporate Compliance Programs Guidance

As we analyzed in depth in our contemporaneous update, on September 23, 2024, the Criminal Division announced relatively modest revisions to its Evaluation of Corporate Compliance Programs (“ECCP”) guidance, focusing on the following three areas: (1) evaluation and management of risk related to new technologies, such as artificial intelligence (“AI”); (2) further emphasis on the role of data analysis; and (3) whistleblower protection and anti-retaliation. Among these, the Department’s changes in its approach to AI were the most significant, underscoring DOJ’s continued focus on the misuse of technology in criminal conduct and reflecting DOJ’s current expectations as companies tailor their compliance programs to both identify and manage the risks posed by AI. Other key takeaways from the revisions include that in adopting a tailored, risk-based approach, companies should (1) assess whether their use of technology falls within the scope of this guidance; (2) ensure new technologies are as transparent as possible; (3) continuously monitor and revise their compliance programs to keep up with rapid technological developments; (4) allocate the resources at their disposal to identifying and mitigating risks posed by technology; and (5) revisit their approach to compliance reporting to account for the probability of increased activity following DOJ’s recent launch of several new whistleblowing and anti-retaliation programs.

Antitrust Guidelines for Collaboration Among Competitors Withdrawn

On December 11, 2024, the DOJ Antitrust Division and Federal Trade Commission (“FTC”) withdrew longstanding guidelines for collaboration among competitors.[22] Issued in April 2000, the guidelines provided substantive guidance on the types of collaborations and factors that the Division would be more or less likely to view as anticompetitive. The withdrawal notice explained that technological and jurisprudential developments have rendered the guidelines unreliable and stated that the Division is “committed to vigorous antitrust enforcement on a case-by-case basis” going forward. Although the withdrawal is not a criminal enforcement policy, the notice stated that the guidelines “risk[ed] creating safe harbors that have no basis” in law. It also cited “artificial intelligence” and “algorithmic pricing models” as examples of new technologies that the guidelines had not addressed,[23] both of which may be relevant to traditional areas of antitrust criminal enforcement such as price fixing, bid rigging, and market allocation.[24]

2024 Resolutions

This portion of the alert summarizes publicly available corporate resolutions from January 1, 2024 through December 31, 2024. While most are listed alphabetically below, the 14 guilty pleas relating to allegations of tampering with pollution control devices on diesel trucks in violation of the Clean Air Act, which were extracted by the Environmental Crimes Section of DOJ’s Environment and Natural Resources Division and various U.S. Attorneys’ Offices, are grouped together toward the end, for ease of reference. The appendix provides key facts and figures regarding all 99 resolutions, along with links to the resolution documents themselves (where available).

AAR CORP. (NPA)

On December 19, 2024, AAR CORP., a publicly traded aviation services company based in Illinois, entered into an 18-month NPA with DOJ’s Fraud Section and the U.S. Attorney’s Office for the District of Columbia to resolve DOJ’s investigation into an alleged conspiracy to violate the FCPA’s anti-bribery provisions.[25] According to the NPA, between 2015 and 2020, AAR allegedly conspired to pay bribes to government officials in Nepal and South Africa to obtain and retain business with state-owned airlines.[26] As a result of the scheme, AAR reportedly obtained nearly $24 million in profits.[27] Pursuant to the NPA, AAR agreed to pay a $26.4 million criminal penalty and to forfeit at least $18.6 million in proceeds traceable to the offense; however, DOJ agreed to credit disgorgement paid pursuant to AAR’s parallel SEC resolution against the forfeiture amount.[28] According to the NPA, the penalty reflected a 45% discount below the bottom of applicable Guidelines range, and DOJ credited AAR for self-reporting the potential violations to the DOJ and SEC and cooperating with both agencies throughout their multi-year investigations.[29] AAR’s self-report did not qualify as a “voluntary self-disclosure,” however, because media outlets in Nepal and South Africa published several English-language articles reporting potential irregularities in the relevant contracts prior to the company’s disclosure and an independent source reported the alleged Nepal misconduct to U.S. prosecutors 12 days prior to the company’s self-disclosure.[30]

DOJ also charged two individuals in connection with their involvement in these alleged bribery schemes. Deepak Sharma, a former AAR subsidiary executive, pleaded guilty in the District of Columbia on August 1, 2024 to a conspiracy to violate the FCPA for his role in the Nepal scheme and settled related SEC charges on December 19, 2024. Julian Aires, a third-party agent of AAR, pleaded guilty in the District of Columbia on July 15, 2024 to a conspiracy to violate the FCPA for his role in the South Africa scheme.[31]

To resolve parallel SEC charges, AAR consented to a cease-and-desist order finding that the company had violated the FCPA’s anti-bribery and accounting provisions and agreed to pay $29.2 million in disgorgement plus prejudgment interest.[32] In sum, after offsets, AAR agreed to payments totaling approximately $55.6 million.

Advoque Safeguard LLC (Guilty Plea)

On October 24, 2024, Advoque Safeguard LLC, a protective equipment manufacturer, together with three individual defendants, entered a guilty plea for conspiracy to introduce or deliver for introduction into interstate commerce a misbranded device with intent to defraud or mislead pursuant to a plea agreement with the United States Attorney’s Office for the District of Massachusetts.[33] The government alleged that Advoque Safeguard conspired to ship N95 facemasks, misbranded as National Institute of Occupational Safety and Health (NIOSH)-approved while not meeting NIOSH filtration standards.[34] Pursuant to the plea agreement, the parties agreed to recommend a criminal fine of $700,000 to be paid within 120 days and probation of one year.[35] Sentencing has not yet occurred.

Akua Mosaics, Inc. (Guilty Plea)

On March 19, 2024, Akua Mosaics, Inc. (“Akua Mosaics”) entered into a plea agreement with the U.S. Attorney’s Office for the District of Puerto Rico to resolve charges alleging that Akua Mosaics conspired to defraud the U.S. by smuggling and importing porcelain mosaic tiles manufactured in China in violation of 18 U.S.C. §§ 371, 545.[36] The government alleged that from 2021 through about June 2022, Akua Mosaics and its president conspired with a Chinese citizen and resident to ship the Chinese-manufactured tiles to Malaysia, causing the boxes to be labeled “Made in Malaysia,” and then shipping those tiles to Puerto Rico.[37]

In connection with the agreement, Akua Mosaics and its president, also charged in the same case, face a maximum penalty of five years in prison, a $250,000 fine, a three-year term of supervised release, and $1,090,000 in restitution.[38] Pursuant to the agreement, Akua Mosaics agreed to pay restitution of $1,090,000, and a recommendation that no fine be imposed. In related actions, the Chinese national with which the company and president allegedly conspired was arrested in April 2023 in the Northern District of California while attempting to leave the U.S., pleaded guilty to participation in the conspiracy, and was sentenced in September 2023 to four months in prison.[39]

Al’s Asphalt Paving Company, Inc. (Guilty Plea)

On January 31, 2024, Al’s Asphalt Paving Company, Inc. (“Al’s Asphalt”), a provider of asphalt paving services, entered into a plea agreement with the DOJ Antitrust Division.[40] The agreement resolved allegations involving bid rigging, in which Al’s Asphalt and other companies coordinated, and conspired to coordinate, bid prices, resulting in non-competitive bids from March 2013 through as late as June 2019 U.S.C. § 1.[41] Al’s Asphalt’s plea agreement was part of a broader investigation conducted by the DOJ Antitrust Division, which has resulted in nine guilty pleas by companies and executives in the Michigan asphalt-paving services industry, and in which DOJ has coordinated with the Department of Transportation Office of the Inspector General and the U.S. Postal Service Office of Inspector General.[42] This scheme allegedly involved at least $3.6 million in commerce attributable to Al’s Asphalt.[43] On July 31, 2024, the U.S. District Court for the Eastern District of Michigan sentenced the company, imposing a criminal penalty of $795,662, to be paid in installments over the course of five years.[44]

AM/NS Calvert, LLC (Guilty Plea)

On July 23, 2024, AM/NS Calvert, LLC (“AM/NS”), a steel plant owner and operator, entered into a plea agreement with the U.S. Attorney’s Office for the Southern District of Alabama and the Environmental Crime Section of the Department of Justice.[45] The plea agreement resolved allegations that, from approximately February 2014 through April 2017, AM/NS’s acid regeneration plant was not using caustic solution required by its Clean Air Act permit, in violation of the Clean Air Act.[46] In October 2024, AM/NS was sentenced to three years of probation and a $750,000 fine.[47] The plea agreement also requires AM/NS to comply fully with the terms of a separate, related settlement agreement with the U.S. Environmental Protection Agency’s Office of Debarment and Suspension.[48]

Amigos Mexican Cuisine & Cantina LLC (Guilty Plea)

On November 27, 2023 (though publicly filed on April 29, 2024), Amigos Mexican Cuisine & Cantina LLC (“Amigos Mexican”) entered into a plea agreement with the U.S. Attorney’s Office for the District of Oregon to resolve allegations that the company stole federal funds intended to help small businesses during the COVID-19 pandemic.[49] According to the agreement, over the course of about one year, Amigos Mexican allegedly submitted five fraudulent loan applications to steal more than $759,000 from three COVID-19 pandemic relief programs: the Paycheck Protection Program, Economic Injury Disaster Loan program, and the Restaurant Revitalization Fund. The company’s owners allegedly transferred these funds into personal accounts for personal expenditures.[50] Pursuant to the agreement, Amigos Mexican agreed to pay a fine of $200,000, as well as $759,100 in restitution to the Small Business Administration.[51] In a separate civil proceeding, the company was ordered to pay $1.6 million to resolve a related False Claims Act allegation.[52]

AMVAC Chemical Corp. (Guilty Plea)

On May 24, 2024, AMVAC Chemical Corp. (“AMVAC”), a pesticide manufacturer, entered into a plea agreement with the Environmental Crimes Section of the U.S. Department of Justice’s Environment and Natural Resource Division and the U.S. Attorney’s office for the Southern District of Alabama, to resolve Resource Conservation and Recovery Act (“RCRA”) transportation violation charges.[53] The plea agreement resolved allegations that AMVAC knowingly transported hazardous waste without a required hazardous waste manifest.[54] The government alleged that AMVAC imported tens of thousands of used containers of a pesticide called “Thimet” without labeling the containers as containing hazardous waste.[55] On October 25, 2024, the court sentenced AMVAC to a fine of $400,000 and a three-year probation period where AMVAC will be required to fund and develop an Environmental Compliance Plan (“ECP”), the recommended sentence provided in the agreement.[56] Pursuant to the agreement, the ECP shall be developed and administered by a third-party environmental auditor.

Asphalt Specialists LLC (Guilty Plea)

On January 30, 2024, Asphalt Specialists LLC (“Asphalt Specialists”), a provider of asphalt paving services, entered into a plea agreement with the DOJ Antitrust Division.[57] The agreement was part of a broader investigation into anticompetitive behavior in the asphalt paving industry[58] and resolved allegations involving bid rigging, in which Asphalt Specialists and other companies (including Al’s Asphalt, supra) coordinated, and conspired to coordinate, bid prices, resulting in non-competitive bids from March 2013 through as late as May 2021 in violation of the Sherman Act, 15 U.S.C. § 1.[59] This scheme allegedly involved at least $23,465,114 in commerce attributable to Asphalt Specialists.[60] On August 15, 2024, the U.S. District Court for the Eastern District of Michigan sentenced Asphalt Specialists, imposing a criminal penalty of $6.5 million, as recommended by the government, to be paid over the course of six years.[61]

Austal USA (Guilty Plea)

On August 26, 2024, Austal USA LLC (“Austal USA”), a Navy shipbuilder, entered into a plea agreement resolving allegations regarding securities fraud and obstruction of a federal audit with the U.S. Attorney’s office for the Southern District of Alabama and DOJ’s Fraud Section.[62] The agreement resolved allegations that Austal reported false financial results to investors, lenders, and its auditors.[63] The government alleged Austal USA artificially suppressed an accounting metric known as “estimate at completion” (“EAC”) in relation to its construction of multiple combat ships that Austal USA was building for the U.S. Navy, overstating profitability and earnings in its public financial statements.[64] Under the plea agreement, Austal USA agreed that an approximately $73,572,680 criminal fine was appropriate, but, due to Austal USA’s inability to pay, the plea agreement proposed a criminal fine of $24,000,000 and a three-year probation period during which Austal USA will undergo an independent compliance monitorship.[65] The plea agreement provided up to a 100% credit against the fine for payments made by Austal USA toward a parallel settlement with the SEC in federal court relating to violations of the antifraud provisions of the Securities Exchange Act of 1934.[66] Austal USA’s parent company, Austal Limited was not a defendant in the action though Austal Limited still consented to engage in remedial measures required in the probation.[67]

Aventura Technologies, Inc. (Guilty Plea)

On March 19, 2024, Aventura Technologies, Inc. (“Aventura”), a security and surveillance hardware and software manufacturer, pled guilty in the Eastern District of New York to mail and wire fraud conspiracy, 18 U.S.C. §§ 1341, 1343, and illegal importation, 18 U.S.C. § 1349.[68] Aventura admitted to a more than decade-long, $112 million scheme to purchase Chinese-made security equipment and resell it, while representing that the equipment was U.S.-made.[69] From 2006 to November 2019, Aventura imported and then resold the Chinese-made equipment to the U.S. government and military and other overseas private and public customers, earning over $20 million in government contracts.[70] Aventura actively concealed the equipment’s origins, including by working with Chinese suppliers to label equipment as “Made in USA” and with an American flag, and by showing visitors both a fake lab and fake classified building at the company’s facility on Long Island.[71] The company also falsely represented that it was a woman-owned small business.[72]

Under the guilty plea, Aventura agreed to dissolve itself following sentencing and to three years’ probation, to provide continued federal court jurisdiction during the state-law corporate dissolution process.[73] It also agreed to forfeit over $3 million in assets and 7,000 items of merchandise.[74] Seven individual defendants had previously pled guilty, including to charges of wire fraud conspiracy.[75]

Avin International Ltd & Kriti Ruby Special Maritime Enterprise (Guilty Plea)

On December 23, 2024, shipping companies Avin International Ltd (“Avin”) and Kriti Ruby Special Maritime Enterprise (“Kriti Ruby SME”) entered into a plea agreement with the U.S. Attorney’s Offices for the District of New Jersey and the Middle District of Florida and with the Environmental Crimes Section of DOJ’s Environment and Natural Resources Division.[76] The agreement resolved multiple counts arising from allegations that Avin and Kriti Ruby SME violated the Act to Prevent Pollution from Ships, failed to maintain records, falsified records, and obstructed justice. Specifically, between May 2022 and September 2022, crew members of an oil tanker, which was commercially operated and managed by Avin and owned by Kriti Ruby SME, allegedly knowingly bypassed required pollution prevention equipment by discharging oily waste from the vessel into the sea during port calls in New Jersey and Florida.[77] According to the agreement, crew members allegedly failed to record the discharges in the vessel’s oil record book and were directed to conceal the equipment used to conduct the transfers before inspection by the United State Coast Guard.[78]

In connection with the agreement, Avin and Kriti Ruby SME were ordered to pay a criminal fine of $3,375,000, of which $1,250,000 will be designated as a community service payment to the National Fish and Wildlife Foundation.[79] The companies were sentenced to five-year terms of probation during which they must adopt and implement environmental compliance plans, retain the services of an independent third-party auditor to perform external audits, and fund a court-appointed monitor.[80]

BIT Mining Ltd. (DPA)

On November 18, 2024, BIT Mining Ltd. (“BIT Mining”), which operated as a cryptocurrency mining company based in the Cayman Islands and was formerly known as 500.com Ltd., agreed to enter into a three-year DPA to resolve an investigation by the Fraud Section of DOJ’s Criminal Division and the U.S. Attorney’s Office for the District of New Jersey into alleged violations of the anti-bribery and books-and-records provisions of the FCPA.[81] In particular, DOJ alleged one count of conspiracy to violate the anti-bribery and books-and-records provisions, and one count of violating the books-and-records provisions.[82] The allegations stemmed from the company’s alleged participation in a 2017-2019 scheme to pay $1.9 million in bribes to Japanese government officials and the company’s consultants to win a contract to open a resort and casino in Japan.[83]

The Justice Department also announced on November 18, 2024 that an indictment had been unsealed charging the company’s former CEO with FCPA violations for his alleged role in the scheme.[84] In connection with the DPA, BIT Mining acknowledged that an appropriate criminal penalty would be $54 million.[85] Based on its proven inability to pay this amount, however, the parties agreed to a criminal penalty of $10 million; DOJ also agreed to credit up to $4 million against the civil penalty BIT Mining had agreed to pay the SEC to resolve a parallel investigation into the same conduct.[86] In addition, BIT Mining agreed to continued cooperation, any appropriate enhancements to its compliance program, and periodic reporting to the government regarding remediation and the implementation of compliance measures during the DPA’s three-year term.[87]

The parallel SEC resolution, which alleged approximately $2.5 million in improper payments, charged BIT Mining with violations of the anti-bribery, books-and-records, and internal controls provisions of the FCPA, and imposed a $4 million civil penalty.[88]

BNL Technical Services, LLC (Guilty Plea)

On October 22, 2024, BNL Technical Services, LLC (“BNL”), a small business that provides engineering support for environmental remediation and renewable energy projects, entered into a plea agreement to resolve allegations of bank fraud with the U.S. Attorney’s Office for the District of Eastern Washington.[89] The government alleged that BNL applied for and received a $493,865 loan in April 2020 as part of the Paycheck Protection Program (“PPP”) even though its employee pay and benefits were already being covered by Department of Energy and other federal sources including the Veterans Administration.[90] In August 2021, BNL, through its sole owner Wilson Pershing Stevenson III, requested and was granted forgiveness of the $493,865 PPP loan, by falsely certifying the loan proceeds had been used for eligible uses and business expenses.[91] BNL agreed to pay restitution of $493,865, no additional fine, and a $400 special assessment fee.[92] The agreement included no probation, reporting, or monitor because BNL was no longer a going concern. In exchange, the government agreed to dismiss all remaining indictment counts against BNL, and to dismiss a pending indictment against Wilson Pershing Stevenson III with prejudice.[93] Sentencing is scheduled for March 11, 2025.[94]

Boston Consulting Group (Declination with Disgorgement)

On August 27, 2024, the Fraud Section of DOJ’s Criminal Division issued a “declination with disgorgement” letter to U.S.-based consulting firm Boston Consulting Group, Inc. (“BCG”) for violations of the FCPA’s anti-bribery provisions.[95]

The declination requires that BCG continue to cooperate with the investigation and disgorge more than $14.4 million.[96] The declination letter cited several factors favorable to BCG, including the absence of aggravating factors such as executive management involvement or significant profit, as well as the company’s voluntary and timely self-disclosure, full and proactive cooperation, and substantial remediation efforts, which included terminating employees in Portugal involved in the misconduct, requiring them to forfeit their equity in the company, and withholding bonuses.[97] The declination also credited BCG for significant improvements to its compliance program and internal controls.[98]

Boyd Farm LLC (Guilty Plea)

On June 27, 2024, Boyd Farm, LLC entered into a plea agreement with the U.S. Attorney’s Office for the Eastern District of Virginia to resolve allegations of unlawfully discharging a pollutant in violation of the Clean Water Act.[99] Between 2017 and 2019, Boyd Farm used excavators and other earthmoving equipment to pull vegetation, grub stumps and grade land at three sites in Virginia’s Piedmont region, which left behind debris that made its way into wetlands and streams at the properties.”[100] Boyd Farm was sentenced to pay a fine of $300,000 and serve a year of probation.[101]

Brazos Urethane, Inc. (DPA)

On February 7, 2024, Brazos Urethane, Inc. (“Brazos Urethane”), a commercial building contractor, entered into a three-year DPA with the U.S. Attorney’s Office for the Western District of Wisconsin.[102] The agreement resolved allegations that the company conspired to defraud the United States in connection with the company’s contract with the Federal Bureau of Prisons (“BOP”) to replace roofs on buildings of a correctional facility in Oxford, Wisconsin.[103] The government alleged that Brazos Urethane illegally dumped asbestos-containing materials at a site used to house workers in violation of its contract, which was valued at over $3.9 million.[104] After the Wisconsin Department of Natural Resources discovered the illegal dumping, the government alleged that Brazos Urethane falsely claimed to have completed the cleanup when in reality, it had merely pushed the waste further into the woods.[105] According to the agreement, Brazos Urethane acknowledged its responsibility and received full credit for its cooperation, which included two separate debriefings of all relevant facts, as well as ongoing remediation.[106]

In connection with the agreement, Brazos Urethane agreed to pay a monetary penalty of $300,000 and enhance its compliance and ethics program and internal controls.[107] The agreement did not require restitution because Brazos Urethane had already paid approximately $480,000 to remediate the dump site.[108] However, three months later, on May 6, 2024, the parties amended the DPA, agreeing that the payment “should not be considered a monetary fine because the Court has not initiated any action against the defendant in this case,” seeking to reclassify the payment as restitution, and petitioning the court to transfer it from the clerk of court to the Bureau of Prisons,[109] a motion which the court granted on May 20.[110]

Cambridge International Systems, Inc. (Guilty Plea)

On April 16, 2024, Cambridge International Systems, Inc. (“Cambridge”), a defense contractor, entered into a plea agreement with the U.S. Attorney’s Office for the Southern District of California to resolve allegations of conspiracy to commit bribery of, among others, a former Naval Information Warfare Center employee, in violation of 18 U.S.C. § 201.[111] According to the agreement, from 2014-2019, Cambridge allegedly provided jobs to the employee’s family and friends, meals, and sports tickets, in exchange for awarding Cambridge two contracting jobs worth over $132 million.[112] Pursuant to the agreement, Cambridge agreed to forfeit $1,672,102.23, representing the total paid to date under the awarded contracts, and the government agreed to recommend a fine “at the low end of the advisory guideline range recommended by the Government at sentencing.”[113] The agreement did not recommend the court to impose any term of probation.[114]

On September 24, 2024, Cambridge was sentenced to two years of probation and $2.25 million in fines, in addition to the $1.67 million in forfeitures.[115] As part of the condition of the probation, the court ordered the company to set up a fund valued at $250,000 to benefit the family of a slain employee.[116]

CBM SAS, CBM NA, and CBM U.S. (NPA)

On July 8, 2024, CBM SAS, together with its wholly-owned subsidiaries CBM NA and CBM US (collectively “CBM”), an international bus parts supplier, entered into a two-year non-prosecution agreement with the U.S. Attorney’s Office for the Southern District of New York.[117] The agreement resolved allegations that CBM engaged in a scheme to defraud U.S. transit authority customers through false and misleading statements about the sources of contracted-for bus parts from about 2010 to April 2021.[118] Although CBM did not receive credit for voluntary disclosure, to account for “CBM’s significant and early cooperation,” the monetary penalty the company ultimately agreed to pay reflects a 50% discount off the bottom of the U.S. Sentencing Guidelines fine range.[119]

According to the agreement, CBM is required to pay $463,243.41 in forfeiture to the United States, representing its profits from the scheme, and pay a fine of $1,500,000.[120] In addition, CBM has agreed to pay restitution to victims who submit claims, and to hold $2,000,000 in escrow to account for any victim restitution claims made directly to CBM.[121] At the conclusion of the NPA’s term, CBM must revert unclaimed funds up to $438,859.52 to the Crime Victims Fund, which is administered by DOJ’s Office for Victims of Crime.[122] For the duration of the agreement, CBM also must cooperate with the United States, report any violations of U.S. law, and continue its ongoing efforts to implement and maintain an adequate compliance program.[123]

Cerebral, Inc. (NPA)

On November 4, 2024, Cerebral, Inc. (“Cerebral”), an online mental healthcare company, entered into a 30-month NPA with the U.S. Attorney’s Office for the Eastern District of New York.[124] The agreement resolved allegations that Cerebral had improperly promoted distribution of controlled substances through its telehealth services from 2019 through 2022, in violation of 21 U.S.C. §§ 841 and 846.[125] The government alleged that Cerebral, which provided telehealth and prescription treatment for ADHD and other conditions through its app, deliberately pushed prescriptions of controlled substances to increase its revenue and patient retention.[126] The government also alleged that the company’s risk diversion controls were insufficient.[127] While Cerebral did not self-report the conduct, it cooperated with the investigation and took remedial measures including removing its CEO, halting use of prescription metrics for individual employees, and ceasing prescription of controlled substances, among other steps.[128] In consideration of these remedial measures, no independent monitor was imposed by the agreement.

Pursuant to the NPA, Cerebral will forfeit $3,652,000 in profits.[129] The NPA also assessed a fine of $2,922,000 (accounting for an aggregate discount of 20 percent in consideration of Cerebral’s timely cooperation). The fine is deferred for the term of the NPA because Cerebral is financially unable to pay and will be waived at the end of the agreement’s term unless Cerebral’s financial position has changed.[130]

Covetrus North America LLC (Guilty Plea)

On February 12, 2024, Covetrus North America LLC (“Covetrus”), a prescription drug company, entered into a plea agreement with the U.S. Attorney’s Office for the Western District of Virginia to resolve allegations of criminal drug misbranding in connection with the sale of veterinary prescription drugs.[131] Pursuant to the plea agreement, Covetrus agreed to pay a $1,000,000 fine to the Virginia Department of Health Professions and approximately $21,534,091 in forfeiture, representing the total value of misbranded prescription drugs.[132] The company was further sentenced to one year of probation and an additional $1,000,000 criminal penalty.[133] Covetrus also agreed to implement a corporate compliance program, and to annual reporting and certification of compliance for a period of two years.[134]

Cruise, LLC (DPA)

On November 15, 2024, Cruise, LLC (“Cruise”) entered into a DPA with the U.S. Attorney’s Office for the Northern District of California to resolve allegations that it violated Section 1519 of Title 18 of the United States Code by submitting a false report to a federal agency to obstruct justice.[135] Specifically, Cruise allegedly provided a false record to National Highway Traffic Safety Administration (“NHTSA”) with the intent to impede, obstruct, or influence the investigation of a crash involving one of Cruise’s autonomous vehicles.[136] Pursuant to the DPA, Cruise agreed to pay a $500,000 monetary penalty; adopt various remedial, review, and audit measures; and submit annual self-reports during the DPA’s three-year term.[137] DOJ credited Cruise’s cooperation, including sharing privileged documents pursuant to a limited waiver of privilege, and remediation, including terminating responsible employees and revamping the company’s safety and incident response protocols.

Defyned Brands (Guilty Plea)

On January 12, 2024, Defyned Brands (also known as 5 Star Nutrition LLC), a product development, brand marketing, and multi-channel retail company, entered into a plea agreement with DOJ Civil Division’s Consumer Protection Branch and the U.S. Attorney’s Office for the Western District of Texas.[138] Defyned pleaded guilty to three counts of distributing misbranded dietary supplements—workout supplements Epivar, Alpha Shredded and Laxobolic—in interstate commerce in violation of the federal Food, Drug and Cosmetic Act (“FDCA”), from September 2018 to July 2020.[139] The products were allegedly misbranded because they contained ingredients mislabeled as dietary ingredients or not listed on the product label.[140] In connection with the agreement, Defyned agreed to forfeit $4.5 million composed of 90 monthly payments of $50,000, and agreed to implement specific compliance program measures and to satisfy related reporting requirements for a term of three years.[141]

Dlubak Glass Company (Guilty Plea)

On December 2, 2024, Dlubak Glass Company entered into a plea agreement with the U.S. Attorney’s Office for the Northern District of Texas and DOJ’s Environmental Crimes Section.[142] The government alleged that the Company made materially false statements to the Texas Commission on Environmental Quality regarding its crushed cathode ray tube glass, which is subject to stringent environmental regulations.[143] Specifically, Dlubak allegedly represented that the crushed glass contained no lead, when in fact, the glass contained materials that have significant levels of lead.[144] Pursuant to the plea arrangement, the parties agreed that an appropriate sentence for Dublak would be four years’ probation and a $100,000 fine, and Dlubak would be required to appoint an Environmental Compliance Officer within 30 days of sentencing.[145] Arraignment is scheduled for April 3, 2025.

Domermuth Environmental Services, LLC (Guilty Plea)

On July 16, 2024, Domermuth Environmental Services, LLC (“DES”), a Tennessee-based petroleum spill clean-up company, entered into a guilty plea with the U.S. Attorney’s Office for the Eastern District of Tennessee to resolve allegations that DES knowingly discharged pollutants into navigable waters without a permit in violation of the Federal Water Pollution Control Act.[146] The government alleged that in 2018, petroleum-contaminated wastewater spilled on an outdoor concrete pad at DES’s processing facility.[147] Employees attempted to manage the spill by using absorbent pads and then pumping the contaminated water over a retaining wall into a patch of vegetation, but this water eventually flowed into a shallow ditch and discharged into the Holston River, a navigable waterway.[148] Pursuant to the agreement, the government recommended that DES be sentenced to three years’ probation and a $50,000 criminal fine, reflecting a downward departure of two levels due to the nature and quantity of substance involved.[149] The Honorable Thomas Varlan sentenced DES to the agreed terms on December 12, 2024.[150]

Eagle Renovations LLC (Guilty Plea)

On April 18, 2024, Eagle Renovations LLC (“Eagle Renovations”), a real estate company, pleaded guilty to one count wire fraud in the U.S. District Court in Dayton, Ohio in connection with an investigation into the misuse of COVID-relief program funds.[151] Eagle Renovations admitted to improperly applying for rental assistance through a federally funded CARES Act program in October and November 2020.[152] Eagle Renovations allegedly applied for funds through the program for at least seven properties, including some that were not inhabited or where the amount paid was “well in excess of what would be needed to cover any actual monthly rent.”[153] Reportedly, Eagle Renovations received about $70,875 through the program and paid back approximately $40,000.[154] As of the time of this publication, the plea agreement remains under seal.

On August 26, 2024, Eagle Renovations was sentenced to five years of probation and ordered to pay $24,150 restitution.[155]

eBay Inc. (DPA)

On January 10, 2024, eBay Inc. (“eBay”) entered into a three-year DPA with the U.S. Attorney’s Office for the District of Massachusetts.[156] In connection with the agreement, eBay agreed to pay a $3 million penalty, retain an independent compliance monitor, and make certain compliance enhancements.[157]

Endo Health Solutions Inc. (Guilty Plea)

In connection with the chapter 11 cases of global pharmaceutical manufacturer Endo International plc, a Gibson Dunn-led secured creditor group negotiated a multi-agency economic settlement with the federal government resolving approximately $8 billion in asserted claims, including several billion dollars of disputed tax claims, FDCA claims, and healthcare claims, in exchange for a single net present value payment of $200 million paid upon emergence of Endo’s business from chapter 11 in April 2024.[158] This global resolution included a misdemeanor guilty plea made shortly after emergence by non-successor debtor Endo Health Solutions Inc., which was negotiated with the DOJ’s Consumer Protection Branch to resolve alleged violations of the FDCA, and a stipulated unsecured claim in the form of $1.086 billion in criminal fines and an additional $450 million criminal forfeiture, which was deemed fully satisfied (along with all other federal claims) by the aforementioned global economic settlement payment.[159]

Envigo RMS LLC and Envigo Global Services Inc. (Guilty Plea)

On June 3, 2024, Envigo RMS LLC (“Envigo RMS”) and Envigo Global Services Inc. (“Envigo Global”), two related companies involved in dog breeding operations, pleaded guilty with the U.S. Attorney’s Office for the Western District of Virginia and the Environmental Crimes Section of DOJ’s Environment and Natural Resources Division to conspiracy to violate the Animal Welfare Act and Clean Water Act.[160] The plea agreement resolved allegations that Envigo RMS failed to provide adequate veterinary care, adequate staffing, and safe and sanitary living conditions for the dogs housed at its breeding facility, and that Envigo Global failed to properly treat its wastewater or safely dispose of it.[161] The companies agreed to criminal fines—$11 million for Envigo RMS and $11 million for Envigo Global, for a total fine of $22 million—along with $6.5 million in payments to non-governmental organizations, a $7 million commitment to improving their facilities and personnel, five years’ probation, and a compliance monitor to submit reports every six months during a five-year term.[162] On October 24, 2024, Envigo RMS and Envigo Global were sentenced in accordance with the agreement.[163]

Environmental Resources Inc. (Guilty Plea)

On August 15, 2024, Environmental Resources, Inc. DBA Easy Rooter Plumbing, a Nevada company providing waste removal services, entered a plea agreement with the DOJ’s Environmental and Natural Resources Division and the U.S. Attorney’s Office for the District of Nevada, tied to a group plea deal with its co-defendant Matthew Thurman, pursuant to which the company pleaded guilty to a single count of knowingly violating a Clean Water Act pretreatment standard by illegally discharging grease waste and wastewater into the local publicly owned treatment works.[164] The plea agreement resolves allegations that the company and its owner collected grease wastes from food-service businesses and pumped them down manholes or into the grease traps of other customers.[165] Consistent with the agreement, on December 10, 2024, Environmental Resources, Inc. was sentenced to three years of probation and a $680,000 fine, for which the company was solely liable.[166] The owner was sentenced to two years in prison, one year of supervised release, and ordered to pay a $680,000 fine.[167]

Evans Concrete, LLC (Guilty Plea)

On April 2, 2024, Evans Concrete, LLC, a concrete sales company, entered into a plea agreement with the U.S. Attorney’s Office for the Southern District of Georgia and the DOJ Antitrust Division, pursuant to which it pleaded guilty to conspiracy in restraint of trade in violation of the Sherman Act.[168] The plea agreement resolved allegations that Evans Concrete, from 2011-2013, knowingly entered into and engaged in a conspiracy to suppress and eliminate competition by fixing prices, rigging bids, and allocating specific jobs for sales of ready-mix concrete.[169] The government alleged that Evans Concrete and its co-conspirators agreed on pricing levels for ready mix concrete jobs in Statesboro, Georgia and allocated specific ready-mix concrete jobs in Statesboro, and that the conspirators used a third party to facilitate the transfer of information to one another to conceal the conspiracy.[170] Previously, in 2021, the government entered into a DPA with one of the co-conspirators, Argos USA, LLC, which had started cooperating with the government in 2020 and agreed to pay more than $20 million in criminal penalties in a DPA in 2021.[171] Evans Concrete paid a fine of over $2.7 million, and the court imposed one year of probation.[172]

Evoqua Water Technologies (NPA)

On May 13, 2024, Evoqua Water Technologies Corp. (“EVOQUA”) entered into a two-year NPA with the U.S. Attorney’s Office for the District of Rhode Island to resolve securities fraud charges relating to the company’s revenue recognition and statements to auditors.[173] The government alleged that between 2016 and 2018, EVOQUA booked revenue from purported sales of products where the receiving revenue was not reasonably assured, the products had not shipped to customers in the quarter the revenue was recognized, and/or the component parts had not been completed.[174] The government further alleged that these bookings caused the company to make misstatements in its financial statements and annual and quarterly SEC filings.[175]

In connection with the agreement, EVOQUA agreed to pay $8.5 million in criminal penalties and monitoring, reporting and compliance obligations for a two-year period.[176] The government did not impose an independent monitor because of EVOQUA’s acquisition by another company, EVOQUA’s remedial improvements to its compliance program and internal controls, and its agreement to enhance its compliance program.[177] The company also entered into a March 2023 resolution with the SEC for the same conduct and paid a civil penalty of $8.5 million.[178]

Family Dollar Stores, LLC (Misdemeanor Guilty Plea)

On February 26, 2024, Family Dollar Stores, LLC (“Family Dollar Stores”), a subsidiary of the retail company, entered into a plea agreement involving a misdemeanor offense with DOJ’s Consumer Protection Branch and the U.S. Attorney’s Office for the Eastern District of Arkansas.[179] The agreement resolved allegations that the subsidiary violated a strict liability misdemeanor provision of the Federal Food, Drug, and Cosmetic Act (“FDCA”) related to the adulteration of food, cosmetics, drugs, and devices.[180] The government alleged that a distribution center in West Memphis, Arkansas fell into a state of disrepair in 2019 and had rodent activity as a result that led to adulterated product being shipped in interstate commerce.[181]

In connection with the agreement, the subsidiary agreed to pay a fine of $200,000, a special assessment of $125, and forfeiture of $41.5 million.[182] The agreement notes the company’s extensive cooperation and significant remedial efforts, including the voluntary recall of affected products, retention of a third-party FDA expert to develop standard operating procedures for handling and storage of FDA-regulated products, and the appointment of experienced legal and compliance leaders to oversee the enhanced compliance program including food safety, among other measures. The DOJ credited the company’s development, implementation and maintenance of effective corporate compliance measures, and the Company agreed to self-report on its progress to DOJ for a period of three years.[183]

Fidelity Development Group LLC

On September 16, 2024, Fidelity Development Group LLC (“Fidelity”), a real estate development company, entered into a plea agreement with the U.S. Attorney’s Office for the Southern District of Ohio.^[184] Although the agreement remains under seal, according to a press release, the agreement resolved allegations that Fidelity violated the Clean Air Act by failing to inspect for the presence of asbestos before renovating a building.^[185] The government alleged that in 2015 or 2016, Fidelity purchased the property and began renovations without conducting or acquiring an asbestos survey, despite an April 2020 asbestos survey that identified more than 12,000 linear feet of friable asbestos pipe wrap insulation in the building.^[186]

On January 16, 2025, Fidelity pleaded guilty to the charge.^[187] News sources claiming to have reviewed the plea agreement report that it includes a $100,000 fine and that the company expects to receive a two-year sentence of organizational probation.^[188] Sentencing is scheduled for March 4, 2025.^[189]

Frame, Inc. (Guilty Plea)

On February 22, 2024, Frame, Inc., a construction service company operating in West Virginia and Florida, entered into a plea agreement with the U.S. Attorney’s Office for the Northern District of West Virginia to resolve allegations of conspiracy to commit wire fraud.[190] Frame, Inc. was contracted by EMCOR Facilities Services, Inc. to provide repair services at U.S. Postal Service (USPS) facilities within a 150-mile radius of Charleston, West Virginia.[191] While Frame, Inc. was permitted to use subcontractors for this work, certain disclosure and maximum mark-up requirements applied.[192] The government alleged that Frame, Inc. committed wire fraud when it submitted bills for supposed services with rates above what was being charged by the subcontractors (including above maximum mark-up limits), after many times certifying that Frame, Inc. conducted the work, when in fact, a subcontractor had been used.[193] Pursuant to the agreement, Frame agreed to pay restitution of $187,286 and agreed that it is debarred from future federal government contracts.[194] According to a DOJ press release announcing the plea agreement, Frame also agreed to dissolve the corporation.[195] The court did not impose any additional penalties at sentencing.[196]

Gremex Shipping S.A. de C.V. (Guilty Plea)

On October 30, 2024, Gremex Shipping S.A. de C.V. (“Gremex”), a Mexican corporation that managed ships, entered into a plea agreement with the U.S. Attorney’s Office for the with the Northern District of Florida and DOJ’s Environmental Crimes Section.[197] The agreement resolved one felony charge of violation of the Act to Prevent Pollution from Ships (APPS) through the illegal discharge of bilge waste, and one charge of providing false records to the U.S. Coast Guard to conceal the illegal discharge.[198] In particular, the plea agreement resolved allegations that Gremex discharged oily bilge water without first removing the oil from the bilge water via an oil water separator, as required by international treaty.[199] Gremex was further alleged to have failed to adequately document its oily water discharges in its oil record book.[200] As part of its plea, Gremex agreed to pay a $1.75 million fine, to serve a four-year term of probation, and to fund and implement a detailed environmental compliance plan that includes retention of an independent third-party auditor to execute a prescribed audit plan.[201] Gremex also consented to the imposition of a court-appointed monitor for the duration of probation.[202] At the time of publication, sentencing had not yet occurred.

Gunvor (Guilty Plea)

On March 1, 2024, Gunvor, S.A. (“Gunvor”), a commodities trading company, entered into a plea agreement with U.S. Department of Justice’s Criminal Division, Fraud and Money Laundering and Asset Recovery Section (“MLARS”), and the U.S. Attorney’s Office for the Eastern District of New York.[203] The agreement resolved allegations that Gunvor paid bribes to Ecuadorean government officials to secure business with Ecuador’s state-owned oil company between 2012 and 2020.[204] The government alleged that Gunvor, through Gunvor Singapore, paid more than $97 million to brothers Antonio Pere and Enrique Pere knowing that a portion of the payments were intended as bribes for Ecuadorian officials.[205] The Pere brothers had previously pleaded guilty to conspiracy to commit money laundering, as had a former Gunvor employee and former senior official at Ecuador’s state-owned oil company.[206] The Pere brothers also pleaded guilty to conspiracy to violate the FCPA.[207]

In connection with the agreement, Gunvor agreed to pay a criminal penalty of over $374 million and forfeiture of approximately $287 million, for a total of $661 million, with credit of up to one quarter of the criminal fine for the amounts of any resolutions within one year of the agreement, with Swiss and/or Ecuadorian authorities, related to the same conduct.[208] Swiss authorities announced a parallel resolution for approximately $98 million simultaneously with the U.S. plea agreement, and in June 2024, Gunvor resolved with Ecuadorian authorities for $93.6 million.[209] DOJ cited Gunvor’s cooperation and remediation as mitigating factors, and also considered a separate bribery resolution with Swiss authorities for actions contemporaneous with, but unrelated to, the conduct at issue that also involved alleged flaws in Gunvor’s internal controls.[210] Gunvor’s penalty reflects a discount of 25 percent from the 30^th percentile of the applicable Sentencing Guidelines range.[211]

DOJ determined that an independent compliance monitor was not necessary based on Gunvor’s remediation and the state of its compliance program, but Gunvor is required to annually report on remediation and compliance measures during the agreement’s three-year term.[212]

See our 2024 Year-End FCPA Update for additional details and analysis.

Hexamed Business Solutions LLC and Trinity Champion Healthcare Partners LLC (Guilty Plea)

On April 3, 2024, Hexamed Business Solutions LLC (“Hexamed”) and Trinity Champion Healthcare Partners LLC (“Trinity”), both “Managed or Management Service Organizations” (“MSOs”) operated by Med Left LLC, a pharmacy marketer, pleaded guilty to conspiracy to commit concealment money laundering in the U.S. District Court for the Northern District of Texas.[213] The charges, brought by the U.S. Attorney’s Office for the Northern District of Texas, relate to an alleged patient referral scheme involving Med Left and Next Health, a pharmacy and laboratory services company.[214] According to the indictment, from about September 1, 2013, through at least October 2018, Next Health and several doctors allegedly agreed to split profits on prescriptions filled at pharmacies owned by Next Health.[215] NextHealth allegedly identified the industry’s most profitable prescriptions and then paid physicians to prescribe those medications through NextHealth pharmacies.[216] The scheme allegedly involved granting doctors “ownership” of specific pharmacies for a nominal fee.[217] From about September 1, 2013 through February 1, 2017, bribes and kickbacks were allegedly paid to referring physicians under the guise that the payments were legitimate returns on investment from the physicians’ ownership in the pharmacies.[218] Beginning in February 2017, doctors who no longer wanted to be invested in the pharmacies or were not offered the chance to buy-in, were instead allegedly paid bribes and kickbacks through MSOs operated by Med Left, such as Hexamed and Trinity.[219] The prescribing pharmacy would allegedly track each prescription by doctor by profit, send the proceeds to Med Left, and then Med Left would pay kickbacks to physicians through Hexamed and Trinity.[220] From about February 2017 through about October 2019, bribes and kickbacks were allegedly paid to physicians under the guise that the payments were legitimate returns on investment in the MSOs.[221]

As part of the plea agreements, Trinity and Hexamed agreed to pay fines not exceeding $10,000 and to forfeit funds seized from each entity’s bank account, amounting to $9,172.20 and $13,929.46, respectively.[222] Both companies agreed to pay a mandatory special assessment of $400 prior to sentencing.[223] The court accepted the companies’ guilty plea on November 14, 2024, but sentencing has not occurred at the time of this writing.[224]

JDM Supply (Guilty Plea)

On September 30, 2024, JDM Supply, LLC (“JDM Supply”), a manufacturing company, entered into a plea agreement with the U.S. Attorney’s Office for the District of Massachusetts relating to alleged conspiracy to introduce or deliver for introduction into interstate commerce a misbranded device with intent to defraud or mislead, in violation of the FDCA.[225] The government alleged that JDM conspired to ship N95 facemasks, misbranded as National Institute of Occupational Safety and Health-approved N95 respirators, to hospitals in Massachusetts.[226] Pursuant to the plea agreement, JDM Supply agreed to one year of probation and faces a maximum fine upon sentencing of $3,800,000.[227] A sentencing hearing is scheduled for March 25, 2025.[228]

KBC Capital (Guilty Plea)

On July 31, 2024, KBC Capital, LLC (“KBC Capital”), an after-market firearm accessory manufacturer and distributor, entered into a plea agreement with the U.S. Attorney’s Office for the District of Massachusetts, in which it agreed to plead guilty to 26 counts of transferring a firearm in violation of the National Firearms Act (“NFA”).[229] The government alleged that from about 2017 to September 2023, KBC Capital was responsible for illegally transferring firearm suppressors (i.e., silencers) to Massachusetts residents, noting that making gunshots harder to hear impedes law enforcement response to shootings.[230] KBC Capital admitted to the underlying facts and agreed to pay a fine of $260,000 and to three years of probation to resolve the charges.[231] The probation requirement also included an agreement to cease marketing of firearms accessories.

KVK Research Inc. (Guilty Plea) and KVK Tech Inc. (DPA)

On March 6, 2024, generic pharmaceutical manufacturer KVK Research Inc. (“KVK Research”) entered into a plea agreement with DOJ’s Consumer Protection Branch and the U.S. Attorney’s Office for the Eastern District of Pennsylvania.[232] The criminal information charged KVK Research and its corporate affiliate, KVK Tech Inc. (“KVK Tech”) with two misdemeanor counts of introducing adulterated drugs into interstate commerce in violation of the Federal Food, Drug and Cosmetic Act (FDCA) and recommended forfeiture of $1 million. Pursuant to the plea agreement, KVK Research agreed to this forfeiture amount and to pay a criminal fine of $750,000.[233]

In pleading guilty, KVK Research admitted that from 2011 to 2013, it introduced into interstate commerce at least 62 batches of adulterated hydroxyzine tablets, which were manufactured with an active pharmaceutical ingredient made at a foreign facility for which KVK Research had not sought authorization from the FDA.[234] In addition to the monitor imposed on KVK Tech, the plea agreement imposes quarterly reporting obligations on KVK Research to DOJ regarding remediation and implementation of the compliance measures established in the plea agreement.[235]

Separately, the corporate affiliate KVK Tech, Inc. entered into a three-year DPA with DOJ’s Consumer Protection Branch and the United States Attorney’s Office for the Eastern District of Pennsylvania, relating to the same conduct.[236] The DPA requires KVK Tech to implement a compliance program designed to prevent and detect violations of federal regulations[237] as well as current good manufacturing processes, and imposes an independent compliance monitor to evaluate KVK Tech’s corporate compliance program to address and reduce the risk of future violations during the duration of the DPA’s three-year term.[238]

In addition to these resolutions, the government announced that KVK agreed to pay $2 million to resolve alleged civil liability under the False Claims Act arising from the company’s alleged failure to exercise appropriate controls, causing the company to introduce adulterated drugs into interstate commerce drugs.[239] This in turn allegedly resulted in the submission of false claims to the TRICARE program, Federal Employees Health Benefits Program (FEHBP), Veterans Administration (VA) and Department of Labor, Office of Workers Compensation Programs (DOL-OWCP).[240]

Limited Properties, Inc. (Guilty Plea)

On July 23, 2024, Limited Properties, Inc. entered into a plea agreement with the U.S. Attorney’s Office for the District of South Carolina to resolve allegations of wire fraud conspiracy and money laundering conspiracy.[241] The indictment alleges that Limited Properties and its co-defendant Randy Cannon were engaged in the rental property business and would notify a third co-defendant (Leslie Sievers) of the items they wanted her to buy using her employer’s credit card for non-business-related purchases at a major home improvement retailer. Cannon would then pick up the items from the retailer, for which he would pay her (at a steeply discounted rate) with money or prescription pills. Limited Properties would then use those fraudulently obtained items in its rental properties.[242] Limited Properties is awaiting sentencing, and no specific fine or penalty has been agreed between the parties. Limited Properties agreed to forfeit “all assets subject to forfeiture,” including a list of 272 pieces of equipment, four vehicles, four bank accounts, and 40 firearms that had been seized and were subject to forfeiture.[243]

Logsdon Valley Oil, Inc. a/k/a Hart Petroleum (Guilty Plea)

On January 18, 2024, Logsdon Valley Oil, Inc., a/k/a Hart Petroleum (“Logsdon Valley”), a Kentucky-based oil company, entered into a plea agreement with the U.S. Attorney’s Office for the Western District of Kentucky to resolve allegations that it violated the Safe Drinking Water Act.[244] The government alleged that Logsdon Valley improperly discharged fluid generated from oil and gas production into sinkholes without a permit.[245] Logsdon Valley had previously pleaded guilty to similar charges in 2013, paid a $45,000 fine, and completed two years’ probation. In connection with the guilty plea, Hart Petroleum was sentenced to three years’ probation and a criminal fine of $100,000.[246]

Magellan Diagnostics, Inc. (Guilty Plea and related DPA)

On June 27, 2024, Magellan Diagnostics, Inc. (“Magellan”), a medical technology manufacturer, entered into both a plea agreement and a two-year DPA with the U.S. Attorney’s Office for the District of Massachusetts.[247] These agreements resolved allegations that Magellan concealed a device malfunction that produced inaccurate test results for thousands of patients. Specifically, the devices were used for lead testing in blood samples and accounted for more than half of all blood tests conducted in the U.S. from 2013 through 2017.[248] The Food & Drug Administration (“FDA”) found that the devices could not accurately test samples, leading to a recall of all the devices and a warning to the public.[249] In its plea agreement, Magellan admitted that it did not timely notify the FDA about a malfunction causing the company’s devices to provide inaccurate lead level results and that it changed the user instructions for the devices without FDA notice or approval.[250]

Magellan pleaded guilty to two counts of introducing a misbranded medical device into interstate commerce in violation of the Food, Drug, and Cosmetic Act (“FDCA”).[251] It separately entered into a DPA with the U.S. Attorney’s Office for the District of Massachusetts for conspiracy to commit wire fraud in violation of 18. U.S.C. § 1349 and conspiracy to defraud the U.S. in violation of 18 U.S.C. §371, in connection with the same conduct.[252] Magellan was sentenced in connection with the plea agreement on October 10, 2024, and ordered to pay $21.8 million in fines and $10.9 million in forfeiture. The DPA separately requires the company to establish and fund a victim compensation fund with a minimum of $9.3 million to compensate patient victims.[253] In addition, pursuant to the DPA Magellan must retain an independent compliance monitor for two years, implement certain compliance measures, and submit periodic reports regarding its compliance program.[254]

MAM Construction, Inc. (Guilty Plea)

On October 16, 2024, MAM Construction, Inc., a construction management company, pleaded guilty to one count of fraud pursuant to a plea agreement with the United States Attorney’s Office for the District of Puerto Rico.[255] The plea agreement resolved charges that MAM Construction defrauded investors by misrepresenting that it would broker the issuance of state, federal, and administrative permits for lifetime licenses from the FCC for construction of cell towers and that the investors would receive payments for permitting the construction. The government alleged that MAM Construction facilitated the investment of $194,786.46 for the fraudulent scheme. Pursuant to the plea agreement, MAM Construction agreed, jointly with its president Miguel Merced-Torres, to pay restitution in the same amount, and the parties agreed to recommend at sentencing that no fine be imposed. Sentencing is scheduled for February 11, 2025.

Martinez Builders Supply (Guilty Plea)

On October 28, 2024, Martinez Builders, a construction materials supplier, entered into a plea agreement with the U.S. Attorney’s Office for the Southern District of Florida, resolving charges of alleged conspiracy to harbor aliens by means of employment.[256] In particular, the plea agreement resolved charges that, from 2018-2021, Martinez Builders’ officers and employees conspired to harbor aliens by establishing a fictitious entity to employ aliens who were not authorized to work in the United States, so that they would no longer appear on Martinez Builders’ payroll, though they continued to work on Martinez Builders projects.[257] Pursuant to the plea agreement, Martinez Builders agreed to forfeit $450,000. On January 24, 2025, Martinez Builders was sentenced to two years of probation and a $100,000 fine.[258]

Mary Mahoney’s Old French House, Inc. (Guilty Plea)

On May 20, 2024, Mary Mahoney’s Old French House, Inc. (“Mary Mahoney’s”), a well-known restaurant in Mississippi, entered into a plea agreement with the United States Attorney’s Office Southern District of Mississippi and the Environmental Crimes Section of DOJ’s Environment and Natural Resources Division.[259] The agreement resolved allegations that the restaurant misrepresented the species, sources, and cost of the seafood sold to customers, thereby deceiving them about the nature and quality of the products being purchased.[260] The government alleged that from 2013 through November 2019, the restaurant, and its co-owner and manager conspired to misbrand and sell frozen fish imported from other countries as local premium species.[261] Pursuant to the agreement, Mary Mahoney’s agreed to plead guilty to a single count of conspiring to defraud its customers, was ordered to pay a $149,000 criminal fine and $1,350,000 in forfeiture, and was sentenced to five years’ probation.[262] Mary Mahoney’s co-owner and manager Anthony Charles Cvitanovich concurrently pleaded guilty to a felony charge of misbranding seafood during 2018-19, was ordered to pay a $10,000 fine, and was sentenced to three years of probation and four months of home detention.[263]

McKinsey and Company Africa (Pty) Ltd (DPA)

On December 5, 2024, McKinsey and Company Africa (Pty) Ltd (“McKinsey Africa”), a subsidiary of international consulting firm McKinsey & Company, Inc. (“McKinsey”) operating in South Africa, entered into a three-year DPA with the Fraud Section of DOJ’s Criminal Division and the U.S. Attorney’s Office for the Southern District of New York to resolve a single count of conspiracy to violate the anti-bribery provisions of the FCPA.[264] A former McKinsey senior partner who worked at McKinsey Africa had previously pleaded guilty to one count of conspiracy to violate the FCPA arising from the same misconduct.[265] According to the DPA, to obtain consulting contracts, McKinsey Africa allegedly agreed to pay bribes to officials at Transnet SOC Ltd., South Africa’s state-owned and state-controlled custodian of ports, rails, and pipelines, and at Eskom Holdings SOC Ltd., the country’s state-owned and state-controlled energy company.[266]

Pursuant to the DPA, McKinsey Africa agreed to pay a criminal penalty of $122,850,000; however, DOJ agreed to credit up to 50% of the criminal penalty against amounts that McKinsey pays to authorities in South Africa within 12 months. In determining the penalty, DOJ acknowledged McKinsey Africa for suspending and requiring continued cooperation by the implicated partner, conducting trainings, enhancing due diligence processes and controls, and voluntarily repaying all revenues from potentially tainted contracts, resulting in a 35% discount from the fifth percentile of the applicable USSG range. Due to McKinsey Africa and McKinsey’s remediation and compliance program, no monitor was imposed, but both companies agreed to annual self-reporting during the term, followed by certain certifications at expiration. Although not a defendant, McKinsey signed the DPA and agreed to certain terms and obligations, including cooperation, reporting, and implementation of a compliance and ethics program.

McKinsey & Company, Inc. United States (DPA)

On December 13, 2024, McKinsey & Company, Inc. United States (“McKinsey US”), the U.S. subsidiary of the global management consulting firm McKinsey & Company, Inc. (“McKinsey”), entered into a five-year DPA with DOJ’s Consumer Protection Branch and the U.S. Attorney’s Offices for the Western District of Virginia (where proceedings were filed) and for the District of Massachusetts, to resolve charges of (1) one misdemeanor count arising from McKinsey US allegedly conspiring with Purdue Pharma LLP and others to aid and abet the misbranding of prescription drugs, held for sale after shipment in interstate commerce, without valid prescriptions and (2) one felony count of obstruction of justice, arising through the acts of a McKinsey senior partner allegedly destroying and concealing records.[267] Although not a defendant in the criminal proceedings, McKinsey signed the DPA and agreed to certain terms and obligations—including, for example, the payment provisions and annual self-reporting certifications. Procedurally, the DPA was entered in a miscellaneous case proceeding as an attachment to an “Agreed Order Compelling Compliance” by both McKinsey and McKinsey US that provided for the court to “impose any sanction it deems appropriate” for a violation of the DPA, including criminal contempt.[268]

According to the DPA, after a Purdue Pharma affiliate pleaded guilty to misbranding OxyContin in 2007 by falsely marketing it as less addictive, McKinsey partners allegedly worked with Purdue Pharma over the course of 75 different engagements between 2004 and 2019 to enhance “brand loyalty” for OxyContin when sales declined, assessed underlying drivers of OxyContin performance, and identified opportunities to increase OxyContin revenue.[269] These efforts included approaches for “turbocharging the sales engine” by intensifying marketing to prescribers who were writing prescriptions for uses that were “unsafe, ineffective, and medically unnecessary,” along with other initiatives regarding the drug.[270] (Because the alleged misconduct was charged and resolved as a misdemeanor violation of the Federal Food, Drug & Cosmetic Act of 1938 (“FDCA”), the offense is a strict liability crime with no mens rea requirement.[271]) When scrutiny around Purdue Pharma’s role with the opioid crisis increased, a McKinsey senior partner allegedly deleted documents related to Purdue that allegedly would have been pertinent to investigations into Purdue Pharma.[272] As part of the resolution, the senior partner pleaded guilty to obstruction of justice.[273]

Pursuant to the DPA, McKinsey US and McKinsey jointly agreed to pay a total of $650 million, of which $231 million would be allocated as a criminal penalty and $93.5 million as forfeiture, with the vast majority of the remainder ($323 million) allocated to a parallel civil settlement agreement, described below, and $2 million to the Virginia Medicaid Fraud Control Unit. Notably, the DPA included as attachments both a security agreement granting a security interest in and lien on McKinsey US’s receivables[274] and an agreed verified complaint for forfeiture in rem of McKinsey US (that is, to forfeit the entity McKinsey US), to be stayed pending submission of the final forfeiture payment.[275] McKinsey received credit for cooperating with the government in connection with the investigation and for engaging in remedial measures.[276]

The companies also agreed to forgo any work related to the marketing, sale, promotion, or distribution of controlled substances, and agreed to maintain for three years a “conspicuous public link” on its website homepage to a public statement of contrition and a copy of the DPA.[277] The DPA also specifically required the companies to require certain senior executives to read the DPA, information, and statement of facts within 30 days, and to develop global training for specific functions about the resolution, its root cause, remediation efforts, and ongoing compliance commitments. In an attachment, the DPA imposed additional requirements for the companies’ corporate compliance program, specifying detailed obligations such as factors to be considered in a mandatory, standardized “client service risk assessment” framework and review and escalation protocols based on risk tiers.[278]

As referenced in the payment provisions of the DPA, the resolution also included a civil settlement of False Claims Act allegations that the company misled the FDA and that it caused false and fraudulent claims for OxyContin to be submitted to federal healthcare programs such as Medicare and Medicaid. McKinsey US entered into this False Claims Act settlement with the Fraud Section of the Commercial Litigation Branch of DOJ’s Civil Division; the Office of Inspector General of the Department of Health and Human Services; the Defense Health Agency, acting on behalf of the TRICARE program; the Office of Personnel Management, which administers the Federal Employees Health Benefits Program; and the United States Department of Veterans Affairs, which administers the Veterans Health Administration.[279]

MGM Grand Hotel, LLC and The Cosmopolitan of Las Vegas (NPA)

On January 9, 2024 and January 11, 2024, MGM Grand Hotel, LLC (“MGM Grand”) and The Cosmopolitan of Las Vegas (“The Cosmopolitan”), respectively, entered into two-year NPAs with the U.S. Attorney’s Office for the Central District of California.[280] The agreements resolve allegations that MGM Grand and The Cosmopolitan violated the Bank Secrecy Act and money laundering statutes by allowing a casino patron who ran and operated an illegal bookmaking business to gamble at the casinos and affiliated properties with illicit proceeds generated from the illegal bookmaking business.[281] Pursuant to its NPA, MGM Grand agreed to pay a monetary fine of $6,527,728; to forfeit $500,000, which will be counted toward the fine; and to spend $750,000 in new funding over two years on its compliance program.[282] Pursuant to its NPA, the Cosmopolitan agreed to pay a monetary fine of $928,600, and to forfeit $500,000 in proceeds, which will be counted toward the fine.[284] MGM Grand and The Cosmopolitan both received cooperation credit, and the respective NPAs noted that both companies engaged in timely remedial measures.[285] Both companies agreed to enhance their joint compliance program and to implement additional review and reporting requirements.[286]

Mold Wranglers, Inc. (Guilty Plea)

On October 24, 2024, Mold Wranglers, Inc. (“Mold Wranglers”), a company that provides hazardous material mitigation services, pleaded guilty to an information charging one count of conspiracy to violate the False Claim Act pursuant to a plea agreement with the U.S. Attorney’s Office for the District of Montana.[287] The plea agreement resolved allegations that Mold Wranglers, through other companies, submitted false requests for payment to the U.S. Department of Veterans Affairs falsely claiming that lead-based paint work had been performed.[288] Mold Wranglers faces a maximum fine of $500,000 fine as well as restitution. Sentencing is scheduled for March 4, 2025.[289]

Morgan Stanley & Co. LLC (NPA)

On January 12, 2024, Morgan Stanley & Co. LLC (“Morgan Stanley”) entered into an NPA with the U.S. Attorney for the Southern District of New York.[290] The agreement involved allegations that, between 2018 and August 2021, certain Morgan Stanley employees made representations regarding confidentiality to block sellers that were both false and material to the relevant transactions insofar as leaks to the market risked driving down the market price of the stock, which could decrease the money the sellers received for the block sales.[291] Instead of keeping the information about the relevant transactions confidential, as sellers were promised, Morgan Stanley employees shared highly specific information with buy-side investors, including information about the size and precise timing of the block trades, benefiting Morgan Stanley at the expense of block sellers.[292]

Morgan Stanley is required, pursuant to the NPA, to forfeit $72.5 million, to pay $64 million in restitution to the block sellers, and to pay a $16.9 million criminal fine.[293] Morgan Stanley received credit for its extensive cooperation, remedial efforts, and continued cooperation, resulting in a 35% reduction from the bottom of the applicable USSG range.[294] The non-prosecution agreement also requires Morgan Stanley to continue to cooperate with and provide information to the United States for at least three years from the date of the agreement.[295] The Morgan Stanley employee who supervised the block trades, Pawan Passi, entered into a DPA concurrently, pending court approval.[296]

Morgan Stanley and Passi also resolved parallel SEC proceedings relating to the same misconduct.[297] Pursuant to the cease-and-desist order, Morgan Stanley must pay $166 million in disgorgement and interest, to be offset by payments made pursuant to the forfeiture or restitution order in conjunction with the NPA, and a civil penalty of $83 million.[298]

N. Ali Enterprises Inc. and 21^st Century Distribution Inc. (Guilty Plea)

On January 11, 2024, N. Ali Enterprises, Inc. of Naperville, Illinois and 21st Century Distribution Inc., of Las Vegas, Nevada, both pleaded guilty with the U.S. Attorney’s Office for the Eastern District of California to 20 counts of mail and wire fraud in a California excise tax fraud scheme.[299] The entities’ president, Rahman Lakhani, also pleaded guilty.[300] The guilty pleas resolved allegations that Lakhani and the corporate defendants used warehouses in Illinois, Nevada, and California to move more than $25 million worth of non-cigarette tobacco across the United States and into California, submitting false excise tax returns intended to hide the true size and value of the shipments.[301] On August 1, 2024, Lakhani was sentenced to four years in prison, the entities were each sentenced to three years of probation, and all three defendants were ordered to pay more than $5.9 million in restitution, jointly and severally.[302] Pursuant to plea agreements, assets seized, including $41,274.49 from a bank account, and forfeited would be credited against the restitution.[303]

Northridge Construction Corporation (Guilty Plea)

Northridge Construction Corporation (“Northridge”), a construction company based in Long Island, NY, entered into a plea agreement with DOJ’s Environment and Natural Resources Division to resolve federal charges stemming from a 2018 incident that resulted in the death of an employee who fell from an improperly secured roof during construction.[304] The case was investigated by the Occupational Safety and Health Administration (OSHA), which found that Northridge violated regulations requiring the stability of metal structures during construction.[305] In addition to the safety violation, the company was charged with making two false statements that obstructed OSHA’s investigation.[306] On August 6, 2024, U.S. District Court Judge Joan M. Azrack sentenced Northridge to a $100,000 fine and five years of probation, during which the company must implement enhanced safety training for its employees.[307]

Peticub Pharmacy Corporation (Guilty Plea)

On March 11, 2024, Peticub Pharmacy Corporation (“Peticub”) pleaded guilty to (1) conspiracy to distribute and possess with intent to distribute tapentadol (an opioid), and (2) conspiracy to (i) introduce or delivery for introduction into interstate commerce adulterated and misbranded drugs, and (ii) receive adulterated and misbranded drugs and deliver or proffer for delivery to another, pursuant to a plea agreement with the U.S. Attorney’s Office for the Central District of California.[308] The government alleged that the operator of Peticub—who also pleaded guilty—ran an illicit pill trafficking business from Peticub.[309] Pursuant to the agreement, the government agreed to recommend a fine of $20,000.[310] At sentencing on July 31, 2024, Peticub was placed on probation for five years on each count and fined $5,000.[311]

Prive Overseas Marine LLC and Prive Shipping Denizcilik Ticaret, A.S. (Guilty Plea)

On May 21, 2024, Prive Overseas Marine LLC (“Prive Overseas”) and Prive Shipping Denizcilik Ticaret, A.S. (“Prive Shipping”), two related shipping companies that operated the motor tanker P.S. Dream, pleaded guilty to conspiracy, knowingly violating the Act to Prevent Pollution from Ships (APPS) and obstruction of justice in a plea agreement with DOJ’s Environment & Natural Resources Division, and the U.S. Attorney’s Office for the Eastern District of Louisiana.^[312] The plea agreement resolved allegations that the companies discharged oil-contaminated waste into open waters in violation of applicable maritime pollution regulations and falsified Oil Record Book records to conceal the violation.[313] The government also alleged that the crew members removed visible oil residue from the ship’s Residual Tanks to conceal the discharges, and that crew members further made false statements to U.S. Coast Guard inspectors about the contents of the Residual Tank and the crew’s disposal of the waste.[314]

Prive Overseas and Prive Shipping were sentenced to pay a total penalty of $2 million, including a criminal fine of $1.5 million and a $500,000 donation to the National Fish & Wildlife Foundation as organizational community service.[315] Prive Overseas and Prive Shipping were also ordered to adopt and implement an environmental compliance plan.[316]

Proterial Cable America, Inc. (Declination with Disgorgement)

On April 12, 2024, the Fraud Section of DOJ’s Criminal Division issued a “declination with disgorgement” letter to Proterial Cable America, Inc. (“PCA”) (formerly known as Hitachi Cable America Inc.), a global manufacturer of specialized technologies for the data communications, medical, and automotive industries, declining prosecution of PCA for wire fraud and conspiracy in violation of 18 U.S.C. §§ 1343, 1349 “despite the fraud committed by employees of Hitachi Cable.”[317] According to the letter, the Fraud Section alleged that between 2006 and 2022, Hitachi Cable misrepresented to customers that its motorcycle brake hose assemblies met federal safety performance standards, thereby obtaining roughly $15.1 million in illicit profits through its sales of noncompliant brake hose assemblies.[318]

The letter stated that the Fraud Section’s decision to decline prosecution was based on an assessment of factors including: (1) PCA’s voluntary and timely self-disclosure of the misconduct to the Fraud Section within weeks after the company discovered the issue during an internal audit; (2) PCA’s “full and proactive cooperation” in this matter; (3) the nature and seriousness of the offense; (4) PCA’s timely and appropriate remediation measures undertaken, including terminating relevant employees and “significant investment in designing, implementing, and testing” PCA’s compliance program; and (5) PCA’s agreement to pay disgorgement of $15,126,204, which the DOJ described as the total profit obtained through the alleged scheme, to two brake assemblers and a motorcycle company.[319]

Q Link Wireless LLC (Guilty Plea)

On October 15, 2024, Q Link Wireless LLC, a telecommunications company, together with its CEO Issa Assad, pleaded guilty to a single count of conspiring to wire fraud and to defraud and commit offenses against the United States pursuant to a plea agreement with the U.S. Attorney’s Office for the Southern District of Florida.[320] The plea agreement resolves claims that Q Link engaged in a scheme to defraud the Federal Communications Commission (“FCC”)’s Lifeline program that sought to provide discounted phone service to people in need.[321] The government alleged that Q Link, directed by its CEO, cheated the program by making repeated false claims for reimbursement, including by manufacturing non-existent cellphone activity and engaged in coercive marketing techniques to get people to remain Q Link customers.[322] Q Link and its CEO agreed to pay jointly $109,637,057 in restitution to the FCC.[323] Q Link also agreed to forfeit proceeds traceable to the offense but represented that it was unable to pay a fine in addition to the restitution amount, subject to assessment prior to sentencing scheduled for April 22, 2025.[324]

Quality Poultry and Seafood, Inc. (Guilty Plea)

On August 27, 2024, Quality Poultry and Seafood, Inc. (“QPS”), the largest seafood distributor on the Mississippi Gulf Coast, along with managers Todd Rosetti and James Gunkel, entered into a plea agreement with the U.S. Attorney’s Office for the Southern District of Mississippi and the Environmental Crimes Section of DOJ’s Environment and Natural Resources Division to resolve allegations that it conspired to defraud customers by marketing mislabeled seafood products and wire fraud.[325] The government alleged that QPS misbranded and sold fish that had been imported from other countries as local premium species.[326] Despite a criminal search warrant executed by the FDA to investigate the mislabeled seafood, QPS continued its fraudulent activities for over a year by selling frozen fish from Africa, South America, and India as local species.[327] Pursuant to the agreement, QPS agreed to forfeit $1,000,000 and five years’ probation.[328] Although consistent with the plea agreement, the government recommended that a $150,000 fine be imposed on QPS, at sentencing, the Honorable Halil Suleyman Ozerden departed from this recommendation and ordered QPS to pay a $500,000 fine.[329]

Raytheon Company (DPA)

On October 16, 2024, DOJ and SEC announced parallel resolutions relating to allegations that, between 2012 and 2016, Raytheon authorized nearly $2 million in corrupt payments to a high-level official of the Qatari Air Force to secure air defense contracts through an alleged “sham subcontractor,” and failed to disclose these subcontractor payments as required by the Arms Export Control Act (“AECA”) and International Traffic in Arms Regulations (“ITAR”).[330] The SEC additionally alleged that over a longer period Raytheon paid more than $30 million to a Qatari-based agent, who was a relative of the Qatari Emir, under circumstances that presented elevated corruption risk.[331] To resolve the criminal FCPA, AECA, and ITAR allegations, Raytheon entered into a three-year deferred prosecution agreement and agreed to pay a $230.4 million criminal fine plus approximately $36.7 million in forfeiture, though up to $7.4 million of the forfeiture amount was credited against the SEC resolution. In the SEC matter, parent company RTX Corporation consented to a cease-and-desist proceeding alleging FCPA anti-bribery, books-and-records, and internal controls violations, and agreed to pay $49.1 million in disgorgement and prejudgment interest plus a civil penalty of $75 million, though $22.5 million of that penalty is offset against the criminal fine. And in a separate but coordinated matter, Raytheon resolved allegations of major fraud against the United States in a separate deferred prosecution agreement and civil False Claims Act settlement alleging that the company provided inaccurate pricing data to the U.S. Department of Defense associated with foreign defense contracts.[332] In total, and coupled with an earlier consent decree with the State Department, Raytheon and RTX agreed to pay nearly $1 billion to resolve the FCPA and non-FCPA charges, and also agreed to retain a compliance monitor jointly focused on anti-corruption and government contracts pricing compliance. But in contrast to the SEC resolution, parent RTX is not a defendant in either of the criminal resolutions and agreed only to adhere to the compliance- and disclosure-related obligations of its subsidiary Raytheon.[333]

RKB Handyman Services, Inc. (Guilty Plea)

On June 21, 2024, RKB Handyman Services, Inc. (“RKB”), a maintenance company that subcontracted to perform repair jobs at United States Post Offices, entered into a plea agreement with the U.S. Attorney’s office for the Eastern District of Pennsylvania.[334] The agreement resolved allegations that RKB engaged in wire fraud by submitting falsified invoices to overcharge the United States Postal Service for maintenance work performed by its own subcontractors.[335] Specifically, the government alleged that, between October 2019 and March 2021, RKB intentionally submitted more than 300 false and altered invoices for payment, causing the United States Postal Service to overpay for services and supplies in the amount of $117,781.36.[336] In connection with the agreement, the company was sentenced to a $240,000 fine and ordered to pay $117,781.36 in restitution.[337]

SAP SE (DPA)

On January 10, 2024, SAP SE (“SAP”), a publicly traded global software company based in Germany, entered into a three-year DPA and agreed to pay over $220 million to resolve an investigation by the DOJ Fraud Section and the U.S. Attorney’s Office for the Eastern District of Virginia into violations of the Foreign Corrupt Practices Act (“FCPA”) arising out of alleged schemes to pay bribes to government officials in South Africa and Indonesia.[338] The Company received credit for its substantial cooperation with the DOJ’s investigation as well as its timely remediation, which included withholding bonuses from employees who engaged in suspected wrongdoing or who had supervisory authority over those employees.[339] SAP was penalized, however, for prior criminal and civil resolutions, including a 2021 NPA with DOJ’s National Security Division and a 2016 resolution with the SEC regarding alleged FCPA violations in Panama.[340] It did not receive voluntary disclosure credit. Under the terms of the DPA, SAP paid a criminal penalty of $118.8 million, representing a 40% discount off the low end of the U.S. Sentencing Guidelines, and an administrative forfeiture of $103,396,765, and agreed to self-reporting during the three-year term.[341] DOJ coordinated its resolution with both the SEC and prosecutors in South Africa. DOJ agreed to credit up to $55.1 million of the criminal penalty against amounts that SAP paid to resolve the South African investigation. The Department further agreed to credit up to the full forfeiture amount against any disgorgement that SAP paid to either the SEC or South African authorities. SAP’s parallel resolution with the SEC called for it to pay disgorgement of $85 million plus prejudgment interest of more than $13.4 million, totaling more than $98 million, which in turn was to be offset by up to $59 million paid to the South African government.[342]

Satori Recovery Center, LLC (Guilty Plea)

On September 5, 2024, Satori Recovery Center, LLC, an alcohol and drug treatment facility based in Orange County, California, pleaded guilty to conspiracy to violate the Travel Act pursuant to a plea agreement with the United States Attorney’s Office for the Central District of California .[343] The government alleged that Satori paid referral fees to patient brokers after patients stayed at Satori for a period of time and received treatment, for which services Satori was reimbursed by insurers.[344] Satori allegedly falsely characterized these fees at “marketing” payments.[345] The plea agreement did not include a recommended sentence. Sentencing is scheduled for February 4, 2025.

Siemens Energy, Inc. (Guilty Plea)

On September 30, 2024, Siemens Energy, Inc. (“SEI”), a U.S.-based energy company, entered into a plea agreement with the U.S. Attorney’s Office for the Eastern District of Virginia to resolve criminal allegations of conspiracy to commit wire fraud arising out of the misappropriation of confidential competitor information.[346] In 2019, Dominion Energy, Inc. (“Dominion”) sought to construct a power plant and solicited requests for proposals from SEI and two other companies. During the procurement process, a Dominion employee improperly shared confidential pricing information from the two other bidders with a SEI employee.[347] That information was used in a revised bid by SEI to Dominion.[348] To resolve the allegations, Siemens agreed to pay $104 million in fines and to three years’ organizational probation.[349] Sentencing occurred December 5, 2024, and the Court imposed a $104 million fine, a three-year probation term, and a $400 special assessment.[350] Three individuals involved in the conduct also entered into plea agreements.[351]

Star Enterprises (Guilty Plea)

On February 14, 2024, Star Enterprises Inc. (“Star Enterprises”), an educational company, pleaded guilty to Federal Program Theft with the U.S. Attorney’s office for the District of Puerto Rico.[352] The plea agreement resolved one count of federal program theft, arising from allegations that Star Enterprises contracted in 2019-2020 with the Puerto Rico Department of Education (“PRDOE”) despite having no certificate of eligibility to contract with Puerto Rican agencies.[353] The government alleged the director of the Technical Education Program for PRDOE funneled $213,210.07 to Star Enterprises, which was owned by someone with whom he cohabited, for unspecified services, and which the plea agreement alleged were obtained through theft, embezzlement, or fraud.[354] Star Enterprises was sentenced to pay $206,639 in restitution.[355]

Taaj Services US LLC (Guilty Plea / DPA)

On June 26, 2024, Taaj Services US LLC, a money transmitting business, pleaded guilty for failing to report financial transactions involving more than $10,000 in U.S. currency as required by the Bank Secrecy Act, pursuant to a two-year agreement with the U.S. Attorney’s Office for the Southern District of California.[356] Taaj Services admitted as part of the agreement that it was never licensed to operate in California and so beginning in November 2019, it entered into a conspiracy with another money transmitting business that was licensed to operate in California to transfer money in California.[357] Notably, although the agreement is labeled and referred to as a plea agreement and some of its substance—such as the admission of organizational guilt—is consistent with a plea agreement, its operation is that of a DPA insofar as the government agreed to defer judgment for 24 months and to seek dismissal of the prosecution thereafter if Taaj Services complies with the terms and conditions of the agreement.[358] As part of the agreement, Taaj Services agreed to forfeit $700,000 to the U.S. government, and the parties agreed to recommend no additional fine if the prosecution were to proceed to sentencing.[359]

TD Bank, N.A. and TD Bank U.S. Holding Company (Guilty Plea)

On October 10, 2024, TD Bank, N.A. (“TDBNA”) and its direct parent TD Bank U.S. Holding Company (“TDBUSH”) (collectively, “TD Bank”) each entered into concurrent plea agreements with the Money Laundering and Asset Recovery Section (“MLARS”) of DOJ’s Criminal Division and the U.S. Attorney’s Office for the District of New Jersey.[360] The dual pleas were part of coordinated resolutions with the Board of Governors of the Federal Reserve Board (“FRB”), the Treasury Department’s Office of the Comptroller of the Currency (“OCC”), and Financial Crimes Enforcement Network (“FinCEN”).[361] (Although the charges and penalties vary between the two plea agreements, the facts, reporting requirements, and compliance commitments are substantively similar in both documents.) Pursuant to the plea agreements, TDBNA pleaded guilty to a single count of conspiring to fail to maintain an adequate anti-money laundering (“AML”) program, to fail to file accurate currency transaction reports, and to launder monetary instruments; and TDBUSH pleaded guilty to two counts of causing TDBNA to fail (1) to maintain an adequate AML program and (2) to file accurate currency transaction reports.[362] According to the plea, between 2014 and 2023, TD Bank allegedly failed to maintain an AML program that complied with the Bank Secrecy Act (“BSA”), which enabled, among other things, three money laundering networks to launder approximately $671 million.[363] Although not parties to the plea agreements, global parent company Toronto-Dominion Bank and intermediate holding company TD Group US Holdings LLC agreed to certain terms, such as providing officer certifications and ensuring that the defendant entities comply with their compliance commitments.

TD Bank agreed to forfeit over $452 million and pay an approximately $1.4 billion criminal fine, for a total financial penalty of $1.8 billion, to engage an independent compliance monitor for three years, and to a five-year term of probation.[364] TD Bank received credit for providing partial cooperation and engaging and agreeing to continue to engage in remedial measures, and the penalty reflects a discount of 20 percent from the “agreed upon fine.”[365] TDBNA’s plea agreement credited $123.5 million paid to the FRB against the forfeiture amount, and TDBUSH’s plea agreement credited $2 million against the fine pursuant to the Criminal Division’s pilot program on compensation incentives and clawbacks, while allowing for a potential additional clawback credit of $5.5 million subject to TDBUSH providing information about additional bonuses withheld or clawed back as a result of the misconduct no later than January 31, 2025.[366] TD Bank also agreed to engage an independent compliance monitor for a period of three years.

TD Securities (DPA)

On September 30, 2024, TD Securities (USA) LLC (“TD Securities”), a subsidiary of TD Group US Holdings LLC, entered into a three-year DPA with the Fraud Section of DOJ’s Criminal Division.[367] On the same day, TD Securities entered into settlements in separate, parallel proceedings with the SEC and Financial Industry Regulatory Authority (“FINRA”).[368] The DPA would resolve DOJ’s criminal information for one count of wire fraud for placing false orders for U.S. Treasuries. According to the DPA, Jeyakumar Nadarajah, who at the time served as a Director at TD Securities and the Head of its U.S. Treasury desk, allegedly engaged in “spoofing” and “layering” to give the false impression of genuine demand and artificially increase prices for U.S. Treasuries products.[369] Mr. Nadarajah was indicted in November 2023 in connection with the same facts and is currently awaiting trial.[370] Although TD Group US Holdings LLC is not named as a defendant in the DPA, it is a signatory to the DPA and subject to the cooperation, compliance, and annual self-reporting requirements.

Pursuant to the DPA, TD Securities agreed to pay a criminal penalty of approximately $9.4 million, as well as over $4.7 million in victim compensation and $1.4 million in forfeiture.[371] TD Securities received credit for its cooperation and remediation, though its cooperation was described as “largely reactive,” resulting in a discount of 5 percent from the bottom of the applicable USSG range.[372] Additionally, TD Securities agreed to pay a $6.5 million civil penalty and $400,000 in disgorgement (all $400,000 of which will be credited against forfeiture to DOJ) including $135,700 in prejudgment interest in connection with the SEC settlement, and a $6 million civil penalty in connection with the FINRA settlement.[373]

Telefónica Venezolana C.A. (DPA)

On November 8, 2024, Telefónica Venezolana C.A. (“Telefónica Venezolana”), a Venezuela-based subsidiary of the Spain-based global telecommunications operator Telefónica S.A. (Telefónica), entered into a three-year deferred prosecution agreement with the U.S. Department of Justice’s Criminal Division, FCPA Section, and the U.S. Attorney’s office for the Southern District of New York.[374] The agreement resolved charges of one count of conspiracy to violate the anti-bribery provisions of the FCPA.[375] In particular, the government alleged that the company, acting as an agent of Telefónica, bribed Venezuelan government officials to participate in government currency exchange auctions through which it exchanged Venezuelan currency for U.S. dollars. To ensure its success at auction, Telefónica Venezolana allegedly enlisted suppliers to funnel bribes through intermediaries to the government officials. In connection with the agreement, Telefónica Venezolana agreed to pay a criminal penalty of $85,260,000.[376] In addition, as part of the DPA, Telefónica Venezolana and its parent Telefónica agreed to continued cooperation, any appropriate compliance program enhancements, and periodic reporting to the government regarding remediation and compliance program enhancements during the DPA’s three-year term.[377]

Tip the Scale LLC (Guilty Plea)

On June 13, 2024, Tip the Scale LLC (“Tip”) (d/b/a L&D Kitchen and Bath) entered into a plea agreement with the U.S. Attorney’s Office for the Western District of Washington, to resolve allegations in violation of the Lacey Act for making false declarations relating to the species and harvest location of timber used in cabinets and vanities.[378] According to the agreement, the government alleged that Tip imported shipping containers containing wooden products produced in China that were all falsely declared as a false species of wood harvested in Malaysia, avoiding over $850,000 in import duties.[379] While the plea agreement indicates that the maximum fine Tip could face is $500,000 and that Tip could be sentenced to probation for up to five years, the agreement contains a recommended sentence of three years’ probation, $110,000 in criminal fines, and $250,000 in penalties.[380] The agreement itself also does not impose any form of reporting or monitoring requirement on Tip but it does require the company to implement the “Environmental and Customs Compliance Plan” that was filed with the plea.[381]

On the same day as pleading guilty, Tip was sentenced to the recommended three-year term of probation and $360,000 in fines and penalties, one condition of which is that it will implement the Compliance Plan within 60 days.[382]

TPC Group LLC (Guilty Plea)

On May 21, 2024, TPC Group LLC (“TPC”), a Texas petrochemical company, entered into a plea agreement with the U.S. Attorney’s office for the Eastern District of Texas and the U.S. DOJ’s Environment and Natural Resources Division relating to one count of a violation of the Clean Air Act.[383] The plea agreement intended to resolve allegations that TPC knowingly failed to adhere to its own written operating procedures, resulting in two explosions and a series of fires that released contaminants into the air within a four-mile radius of the operating facility.[384] TPC initially agreed to pay criminal fines and civil penalties of over $30 million ($18 million criminal, $12.1 million in civil penalties paid to bankruptcy claimants) and to spend approximately $80 million to improve its risk management program and safety issues at facilities, and to $212 million in restitution already paid.[385] However, on January 10, 2025, the Court allowed TPC to withdraw its guilty plea after the court indicated its plan to increase restitution.[386]

TPC has separately settled civil actions related to the blasts. On November 22, 2024, in a settlement with the State of Texas, TPC agreed to pay $12.6 million in penalties and fees and to repair or replace certain equipment.[387] In August 2024, TPC also agreed to pay $150 million in penalties related to allegations by the Texas Commission of Environmental Quality, and the State of Texas decided to subordinate its claim to these penalties because TPC had already filed for bankruptcy, because the State of Texas wanted to ensure that victims of the blast were made whole to the greatest extent possible.[388] The EPA also filed a related civil complaint and consent decree under the Clean Air Act.[389]

Trafigura Beheer B.V. (Guilty Plea)

On March 28, 2024, Trafigura Beheer B.V. (Trafigura), a Dutch oil distribution and commodities trading company with its principal place of business in Switzerland, entered into a plea agreement with the DOJ Criminal Division, Fraud Section, and the U.S. Attorney’s Office for the Southern District of Florida, pleading guilty to one count of conspiracy to violate the anti-bribery provisions of the FCPA.[390] According to the agreement, Trafigura paid approximately $19.7 million in commissions to third parties, a portion of which was used to pay bribes to Brazilian officials.[391]

In connection with the agreement, Trafigura agreed to pay a total of over $126 million, including approximately $80.5 million in criminal fines and approximately $46.5 million in forfeiture.[392] Penalties were calculated in consideration of many factors, among them, Trafigura’s cooperation and remedial efforts to date and its history of prior misconduct. DOJ agreed to credit up to $26.8 million of the criminal fine against the amount the company pays to resolve charges in Brazil relating to the same conduct.[393] The agreement requires annual compliance reporting for three years but does not impose an independent monitor based on the company’s remediation and the state of its compliance program.[394]

Tribar Technologies, Inc. (Guilty Plea)

On December 18, 2024, Tribar Technologies, Inc., an automobile parts manufacturer, entered into a plea agreement with the U.S. Attorney’s Office for the Eastern District of Michigan and the Environmental Crimes Section of DOJ’s Environment and Natural Resources Division.[395] The agreement resolved allegations that the Company negligently violated a pretreatment standard under the Clean Water Act.[396] The government alleged that a Tribar plant discharged approximately 10,000 gallons of wastewater containing high concentrations of known carcinogen hexavalent chromium that it failed to pretreat after an employee disabled alarms and then failed to report the incident for three days.[397]

The guilty plea recommends a criminal penalty of $200,000 and five years’ probation, and requires Tribar to develop and implement an Environmental Management System/Compliance Plan that mandates a series of audits by an EPA-approved auditor and quarterly self-reporting.[398] The guilty plea further directs the court to order restitution to every identifiable victim of the offense, including Wixom publicly-owned treatment works, but notes that no victims appeared to have been physically harmed at the time of the agreement.[399] Tribar’s sentencing hearing is scheduled for April 29, 2025.

Valley Processing Inc. (Guilty Plea)

On December 17, 2024, Valley Processing Inc. (“VPI”), a fruit juice manufacturing company, pleaded guilty to conspiracy to introduce adulterated and misbranded fruit juice into interstate commerce in violation of the FDCA, pursuant to a plea agreement with DOJ’s Consumer Protection Branch and the U.S. Attorney’s Office for the Eastern District of Washington.[400] Under the plea agreement, VPI admitted to conspiring to distribute tainted apple and grape juice to customers between October 2012 and June 2019, and that this juice was potentially unsafe. [401] The company further admitted that it sold the juice to customers as if it were a new product, even though the juice was really a mixture of newer grape juice concentrate and years-old concentrate that had been stored outside and exposed to the elements.[402] VPI closed in 2021 and was indicted in 2022 with 12 counts of fraud and food safety violations[403] Pursuant to the plea agreement, VPI agreed to pay a criminal forfeiture of $742,139 jointly and severally with its co-defendant owner, Mary Ann Bliesner, and the parties agreed to recommend no criminal fine or restitution.[404] VPI’s sentencing hearing is scheduled for March 26, 2025[405]

Valley Property Partners LLC (Guilty Plea)

On August 30, 2024, Valley Property Partners LLC D/B/A “House Dudes” (“VPP”), a Minnesota-based residential real estate company, entered into a plea agreement with the U.S. Attorney’s Office for the District of North Dakota.[406] The agreement resolved allegations that VPP failed to provide a lead-based paint disclosure to the buyer of a pre-1978 home in Hillsboro, North Dakota, in violation of the Toxic Substances Control Act.[407] The government alleged that two young children living in this home were diagnosed with elevated blood lead levels in 2022.[408]

In connection with the agreement, VPP agreed to plead guilty to a Class A misdemeanor, to one year of probation, to include a notice on its website about the harms of lead paint exposure and disclosure obligations, to perform 50 hours of community service, and to pay no more than $15,000 in restitution and fines.[409] Charges against co-defendant Jack Hoss were dismissed on acceptance of VPP’s plea. On December 3, 2024, VPP was sentenced to the agreed terms, including $4,274.78 in restitution and $10,000 in fines.[410]

Vitamin Shack and Shakes, LLC (Guilty Plea)

On December 6, 2024, Vitamin Shack and Shakes, LLC (d/b/a “The Shack”), a retail nutritional supplement company, entered into a plea agreement with the U.S. Attorney’s Office for the Southern District of Texas.[411] The agreement resolved allegations that The Shack violated the FDCA by misbranding drugs in interstate commerce.[412] Specifically, the government alleged that The Shack sold products containing ostarine, a selective androgen receptor modulator (SARM) not approved for human consumption, that were falsely labeled as “research product[s].”[413]

Pursuant to the plea agreement, The Shack agreed to forfeit $175,000 and pay a special assessment of $125.[414] Additionally, the company agreed to develop policies on batch record-keeping, recalls, adverse event reporting, and periodic product testing.[415] The agreement further stipulates that the Defendant must also show proof of its FDA registration as an own-label distributor, if required by law.[416]

Vulto Creamery LLC (Guilty Plea)

On March 5, 2024, Vulto Creamery LLC (“Vulto”), a former raw milk cheese manufacturer, pleaded guilty, pursuant to a plea agreement with DOJ’s Consumer Protection Branch and the U.S. Attorney’s office for the Northern District of New York, to shipping adulterated cheese in interstate commerce.[417] The plea agreement resolved misdemeanor allegations that Vulto prepared, packed, and held its products under unsanitary conditions from 2014 to 2017, that led to a listeriosis outbreak in 2017.[418] In particular, the government alleged that between 2014 and 2017 Vulto Creamery had sold unpasteurized cheese despite numerous, frequent tests showing that listeria was present in the facility.[419] The resulting listeriosis outbreak led to eight hospitalizations and two deaths.[420] According to the plea, after the Food & Drug Administration recalled the cheese, the company immediately closed the facility, and the owner agreed to a permanent injunction against food manufacturing and assisted with the FDA’s investigation.[421] Vulto, which no longer operates, was sentenced to 12-months’ probation, including regular or unannounced examinations by the probation officer or experts engaged by the court.[422]

Western Sea, Inc. (Guilty Plea)

On March 11, 2024, Western Sea, Inc., a fishing company, entered into a plea agreement with the U.S. Attorney’s office for the District of Maine, pursuant to which it pleaded guilty to falsification of records.[423] The plea agreement resolved allegations that the “Western Sea” fishing vessel submitted false Fishing Vessel Trip Reports (“FVTR”) to the National Oceanic and Atmospheric Administration at the end of each fishing trip.[424] The government alleged that from June 2016 through September 2019, the crew of the Western Sea sold Atlantic herring to purchasers and then failed to report some of these sales on FVTRs, including when the vessel caught more than the quantity of herring allowed under weekly catch limits established by NOAA.[425] Western Sea was sentenced to 24-months’ probation and to pay a $400 assessment and $175,000 fine.[426]

Wynn Las Vegas, LLC (NPA)

On September 6, 2024, Wynn Las Vegas, LLC (“Wynn”) entered into a two-year non-prosecution agreement with the U.S. Attorney’s Office for the Southern District of California to resolve an investigation into various transactions relating to foreign patrons that facilitated unlicensed money transmitting businesses.[427] The government alleged that Wynn conspired with various third parties, agents, and individuals to use unregistered money transmitting businesses to transmit value from one geographic location to another, outside the conventional financial system.[428] In reaching the decision to offer Wynn an NPA, DOJ took into consideration Wynn’s cooperation with the investigation and its timely remedial measures, including submitting to an external compliance review and providing written reports on its progress in enhancing its Bank Secrecy Act/anti-money laundering compliance program.[429] Pursuant to the NPA, Wynn agreed to forfeit $130,131,645,[430] which is believed to be the largest forfeiture by a casino in a criminal case.[431]

Diesel Pollution Control Tampering Plea Agreements

Allegations of tampering with pollution control devices on diesel trucks in violation of the Clean Air Act served as the basis for a series of plea agreements in districts around the country, which we summarize below.

All Out Diesel, LLC (Guilty Plea)

On December 4, 2024, All Out Diesel, LLC (“All Out”), a diesel truck repair shop in Salem, Missouri, and its owner Joseph Easter, entered into a plea agreement with the U.S. Attorney’s Office for the Eastern District of Missouri.[432] The agreement resolved allegations that All Out violated the Clean Air Act by tampering with monitoring devices on diesel trucks.[433] According to the agreement, between October 2019 and March 2020, All Out allegedly falsified, tampered with, and rendered inaccurate at least 75 monitoring devices.[434]

In connection with the agreement, All Out agreed to a sentence of 3 years’ probation and a $400 special assessment.[435] Sentencing is scheduled for March 14, 2025.[436]

Clancy Logistics, Inc. (Guilty Plea)

On September 18, 2024, Clancy Logistics, Inc. (“Clancy Logistics”) entered into a plea agreement with the U.S. Attorney’s Office for the District of Oregon to resolve allegations that it tampered with a monitoring device, resulting in charges of one count of violating the Clean Air Act.[437] According to the agreement, between 2019 and 2023, Clancy Logistics allegedly removed at least 13 diesel trucks’ pollution control hardware and disabled their on-board diagnostic systems that would have detected the removal of the hardware.[438] Pursuant to the plea agreement, Clancy Logistics agreed to three years’ probation,[439] annual self-reporting,[440] a $400 special assessment, and a criminal fine of $101,510 to be paid jointly and severally with co-defendant Timothy Curtis Clancy,[441] who was also indicted for associated conduct and entered into a separate plea agreement.[442] Clancy Logistics further agreed to implement a compliance program requiring, among other obligations, affected vehicles to be restored by a licensed mechanic to their certified configuration and mandating annual compliance reporting obligations to the U.S. Attorney’s Office.[443] Clancy Logistics’ sentencing is scheduled for February 25, 2025.[444]

Diesel & Offroad Authority, LLC (Guilty Plea)

On April 10, 2024, Diesel & Offroad Authority, LLC (“Diesel”), and its owner, Christopher Kauffman, entered into a plea agreement with the U.S. Attorney’s Office for the District of Oregon to resolve allegations of tampering with pollution monitoring devices in violation of the Clean Air Act.[445] According to the agreement, between 2018 and 2022, Diesel removed emissions control systems designed to reduce pollutants from more than 180 diesel vehicles, for which it collected fees totaling $378,313.[446] Pursuant to the agreement, Diesel agreed to a sentence of three years’ probation and a criminal fine of $150,000 to be paid jointly with Kauffman.[447] The agreement did not impose any form of reporting or monitoring.[448] On September 6, 2024, Diesel was sentenced to three years’ probation and required to pay $150,000 in fines and a $400 special assessment.[449]

Elite Diesel Service (Guilty Plea)

On June 12, 2024, Elite Diesel Service, Inc., a marine diesel engine service company, pleaded guilty to conspiracy to violate the Clean Air Act in an agreement with the U.S. Attorney’s office for the District of Colorado.[450] The plea agreement resolved allegations that Elite Diesel tampered with diesel truck emissions control systems installed in hundreds of heavy-duty commercial diesel vehicles.[451] The government alleged Elite Diesel conspired with diesel shops to tune onboard diagnostic computer software systems to prevent them from detecting emissions control malfunctions.[452] On December 16, 2024, Elite Diesel was sentenced to a five-year term of probation and ordered to pay a fine of $37,500 and a $400 special assessment.[453] Elite Diesel was also ordered to pay $12,500 to a program operated by the Colorado Department of Public Health and the Environment to repair the emissions control systems on vehicles owned by low-income drivers, who cannot afford to bring their vehicles into compliance.[454] As part of its continuing obligations during the duration of the plea agreement, Elite Diesel also agreed to submit annual reports and certifications regarding its compliance program and continued compliance with the plea agreement.[455]

Frock Brothers Trucking, Inc. (Guilty Plea)

On October 1, 2024, Frock Brothers Trucking, Inc. (“Frock”), a long-distance trucking company based in Pennsylvania, entered into a plea agreement with the U.S. Attorney’s Office for the Middle District of Pennsylvania to resolve allegations that the company conspired to violate the Clean Air Act.[456] Specifically, DOJ alleged that Frock, between November and December 2018, contracted with a mechanic to disable and/or remove emissions control components and equipment from eight trucks, which allowed the trucks to operate without emissions control devices as required under the Clean Air Act.[457] According to the agreement, prosecutors agreed to recommend that the court impose an $80,000 fine and two years of probation for Frock.[458] The defendant also agreed to a $400 special assessment.[459] A sentencing hearing is scheduled for March 6, 2025.[460]

Hardway Solutions LLC, Spokane Truck Service LLC, Pauls Trans LLC, PT Express LLC (Guilty Pleas)

On October 24, 2024, Hardway Solutions LLC d/b/a Hardway Performance entered into a plea agreement with the U.S. Attorney’s Office for the Eastern District of Washington to resolve allegations that Hardway Solutions and its owner, Ryan Hugh Milliken, conspired to violate the Clean Air Act.[461] On December 12, 2024, the other entities and individual named as co-defendants—Spokane Truck Service LLC, Pauls Trans LLC, PT Express LLC, and Pavel Ivanovich Turlak—also entered into plea agreements with the same U.S. Attorney’s Office to resolve a similar charge and a second count of making a false claim against the U.S. Small Business Administration in violation of Section 287 of Title 18.[462] According to the agreements, all defendants allegedly tampered with pollution control equipment software in diesel trucks in violation of the Clean Air Act.[463] The latter three corporate defendants also allegedly made false claims when applying for COVID-19-related small business loans.[464] While the plea agreements indicate that the maximum fine each corporate defendant could face is $500,000, the agreements do not make a recommendation as to the criminal fine.[465] The agreements recommend a five-year term of probation for each defendant, during which time the corporate defendants agree to submit annual self-reports.[466] Additionally, the agreements require the defendants to implement a compliance program requiring, among other obligations, affected vehicles to be restored by a licensed mechanic to its certified configuration.[467] Spokane Truck Service LLC, Pauls Trans LLC, PT Express LLC, as well as owner Pavel Ivanovich Turlak, agreed that they will be jointly and severally liable for restitution in the amount of at least $317,388.46.[468] On January 22, 2025, Hardway Solution was sentenced to a term of probation of five years and was ordered to pay a fine of $75,000 and a $400 special assessment.[469] Sentencing for Spokane Truck Service LLC, Pauls Trans LLC, and PT Express LLC is scheduled for April 2, 2025.[470]

Highway and Heavy Parts, LLC (Guilty Plea)

On August 16, 2024, Highway and Heavy Parts, LLC (“HHP”), a heavy-duty diesel parts supplier, entered into a plea agreement with the U.S. Attorney’s Office for the Northern District of New York, pursuant to which it agreed to plead guilty to conspiracy to violate the Clean Air Act.[471] The plea agreement resolved allegations investigated by the EPA’s Criminal Investigation Division that HHP conspired to violate the Clean Air Act by tampering with required emissions controls on diesel vehicles.[472] Specifically, the government alleged that between 2017 and 2019, HHP referred customers to a co-conspirator to reprogram the onboard diagnostic systems, allowing the trucks to travel at normal speeds while bypassing Clean Air Act requirements.[473] In exchange, customers paid $1,250 to $1,750 per truck, of which HHP kept $250 and remitted the rest to the co-conspirator.[474]

HHP was sentenced to a $25,000 criminal fine and $400 assessment.[475] No term of supervision was imposed.[476] An individual co-defendant entered into a plea agreement the next month, pursuant to which he agreed to pay a fine of $100,000 and face a sentence of up to five years imprisonment followed by three years of supervised release.[477] Other co-conspirators had previously pleaded guilty and had been sentenced to a fine of $13,000 but were not subject to supervision given compliance with EPA and New York Department of Environmental Conservation monitoring.[478]

Moody Motor Co., Inc. (Guilty Plea)

On April 1, 2024, Moody Motor Co., Inc. (“Moody Motor”), a Ford dealership located in Niobrara, Nebraska, pleaded guilty to accessory after the fact to a Clean Air Act violation in the U.S. District Court of Nebraska.[479] The case stemmed from an investigation initiated in January 2022 by the EPA’s Criminal Investigations Division (EPA-CID).[480] Moody Motor had purchased tuners and delete kits from Diesel Performance of Texas, products that unlawfully modified vehicle exhaust systems in violation of the Clean Air Act.[481] Between April 2019 and January 2022, the dealership received these products about 14 times and installed about 10 to 20 of them.[482] On July 31, 2024, Moody Motor was sentenced to one year of probation, fined $39,741.95, and required to pay a $125 special assessment.[483]

Racing Performance Maintenance Northwest LLC & RPM Motors and Sales LLC (Guilty Pleas)

On March 18, 2024, Racing Performance Maintenance Northwest LLC (“Racing Performance”) and RPM Motors and Sales LLC (“RPM Sales”) entered into separate plea agreements with the U.S. Attorney’s Office for the Western District of Washington to resolve allegations that each company violated the Clean Air Act.[484] According to the agreements, Racing Performance and RPM Sales allegedly removed hundreds of diesel trucks’ pollution control hardware and disabled on-board diagnostic systems that would have detected the removal of the hardware.[485] Specifically, from January 2018 to January 2021, Racing Performance allegedly tampered with approximately 375 trucks, for which it collected fees totaling $536,447. While the plea agreements indicate that the maximum fine Racing Performance and RPM Sales could each face is $500,000, twice the defendants’ pecuniary gain, or twice the victims’ pecuniary loss, and that each entity could be sentenced to probation for up to five years, the parties did not agree to any sentencing recommendation.[486] The agreements also do not impose any form of reporting or monitoring requirement on Racing Performance or RPM Sales.[487] Racing Performance’s and RPM Sales’ individual owners were also indicted for associated conduct.[488] Racing Performance’s and RPM Sales’ individual owners were sentenced on January 13, 2025, to a three-year term of probation and each ordered to pay a $10,000 fine.[489]

Rudy’s Performance Parts Inc. (Guilty Plea)

On July 19, 2024, Rudy’s Performance Parts Inc. (Rudy’s), an automotive parts manufacturer and seller based in North Carolina, entered into a plea agreement with the Environmental Crimes Section of DOJ’s Environment and Natural Resources Division and the U.S. Attorney’s Office for the District of Columbia, resolving charges that, from 2015 to 2018, it violated the Clean Air Act by manufacturing and selling “defeat devices” that remove or disable required emissions controls in vehicles.[490] Pursuant to the agreement, Rudy’s consented to a $2.4 million criminal fine and a three-year probation period, during which period Rudy’s must submit all self-reports pursuant to a parallel civil consent decree (described below) to the criminal prosecutors.[491] Rudy’s’ owner, Aaron Rudolf, who previously pleaded guilty to tampering with emissions monitoring devices on about 300 diesel trucks, received a separate sentence that included three years of probation and a $600,000 fine.[492]

In addition to the criminal case, DOJ filed a civil suit on behalf of the EPA seeking penalties for the extensive sale of these devices, leading to a $7 million civil penalty as part of a consent decree.[493] The decree prohibits Rudy’s and Rudolf from manufacturing, selling, or profiting from defeat devices, mandates compliance with EPA regulations, and requires annual self-reporting until termination of the consent decree. The financial penalties reflect Rudy’s ability to pay capabilities and were meant to underscore the health risks associated with the tampering of diesel emissions controls.[494]

International Developments

As noted in previous updates (see, e.g., our 2021 Year-End Update), several countries outside the United States have developed DPA-like regimes in the past several years, while others have made strides in prosecuting corporate entities. Of countries that have adopted DPA-like agreements, we have previously analyzed Brazil (in our 2019 Year-End Update), Canada (in our 2018 Mid-Year Update), France (see our 2019 Year-End and 2020 Mid-Year Updates for details), Singapore, and the United Kingdom (in our 2014 Year-End Update), as well as their corporate enforcement actions. Notably, this year, Argentina signaled that it may be entering its first DPA-like agreement, and South Africa introduced a DPA-like regime.

United Kingdom

In a first for the UK, UK authorities have initiated an action against an organization for breach of a DPA. On November 21, 2024, the UK’s Serious Fraud Office (“SFO”) informed the court that it believes Güralp Systems Ltd (“Güralp”), a UK-based manufacturer of seismic instrumentation, breached the terms of its 2019 DPA and requested a hearing.[495] As detailed in our 2019 Year-End Update, Güralp entered into a five-year DPA with the SFO to resolve charges of (1) conspiracy to make corrupt payments and (2) failure to prevent bribery by employees, both arising from corrupt payments made to a South Korean public official between 2002 and 2015.[496] The DPA required Güralp to provide the SFO with annual reports regarding implementation of its compliance program and to disgorge gross profits of £2,069,861 (approximately $2.5 million).[497] The SFO has not disclosed how Güralp allegedly breached its DPA. If Güralp is found to have violated the terms of the DPA, criminal prosecution for the underlying offenses may resume.

France

After a quiet first few months of the year, France’s prosecuting agencies entered into multiple DPA-like agreements (known as conventions judiciaires d’intérêt public, or “CJIPs”) in the latter half of 2024.

On May 17, 2024, the Judicial Court of Tours approved the entry of a CJIP to resolve allegations that SARL Gudno (“Gudno”), a construction company in Tours, evaded paying taxes of €110,861 VAT and €50,886 corporate tax.[498] The court acknowledged that Gudno regularized its late tax filings and approved the terms of the CJIP requiring Gudno to pay a fine of €50,000 through monthly installments over 11 months.

Seventeen years after Tracfin, France’s AML authority, first flagged a suspicious payment, on July 10, 2024, the Judicial Court of Paris approved the entry of a CJIP between Sotec, a Gabonese construction and services company, and the Paris Prosecutors’ Office to resolve allegations that Sotec and another Gabonese company facilitated the payment of bribes to Gabonese officials on behalf of a French military clothing company.[499] (The French company was not named in the settlement, but press reporting has identified the company as Marck (known as Marck et Balsan).[500]) According to the CJIP, in 2005, Sotec and another Gabonese company allegedly acted as intermediaries to funnel payments to an official of Gabon’s Ministry of Defense in connection with contracts worth €7.5 million to supply military uniforms and equipment to Gabon’s security forces.[501] The CJIP further alleged that Tracfin flagged in 2007 a suspicious payment of €394,843 by the French company to a Gabonese company for subcontracting that the investigation—initiated in 2015—ultimately determined to have been invoiced to the Ministry of Defense for €2,084,764.[502] The CJIP requires Sotec to pay a €520,000 fine.[503] Prosecutors imposed a reduced fine from the potential maximum of €742,400,000 in light of Sotec’s cooperation during the investigation and the lapse in time since the alleged misconduct.[504] As is true in any CJIP, Sotec did not admit guilt in connection with the settlement.

On August 27, 2024, Danske Bank A/S entered into a CJIP with France’s financial crime prosecutor’s office, the Parquet national financier (“PNF”), to resolve allegations that the bank laundered the proceeds of tax fraud by French residents through corporate accounts at the bank’s Estonian branch.[505] In 2022, Danske Bank resolved a proceeding in the U.S. arising from similar allegations by pleading guilty to one count of conspiracy to commit bank fraud and agreeing to forfeit $2 billion.[506] Under the terms of the CJIP, Danske Bank agreed to pay a fine exceeding €6 million and €300,000 in damages within 30 days.[507] In addition to the financial penalty, Danske Bank committed to enhance its compliance program and to pay expenses incurred by the French corruption regulator Agence française anticorruption (“AFA”) as it monitors the bank’s compliance program for up to three years.[508] The Judicial Court of Paris approved the CJIP on September 18, 2024.[509]

Finally, on December 9, 2024, a Paris court approved a CJIP entered on December 2, 2024, between the PNF and French mining companies, Areva SA and Orano Mining SAS (“Orano”).[516] (According to the CJIP, Orano acquired Areva’s mining operations in 2018.) The CJIP terminates an investigation opened in June 2015, relating to alleged bribery of foreign public officials in connection with mining activities in Mongolia between 2013 and 2017.[517] To resolve the allegations, Areva agreed to pay a fine of €4.8 million, and Orano agreed to implement a compliance program and to pay expenses not to exceed €1.5 million relating to compliance program monitoring by the AFA for three years.[518]

Argentina

In May 2024, Argentina’s national prosecution service, the Ministerio Público Fiscal, confirmed that Securitas Argentina, the former local subsidiary of Sweden-based Securitas (now known as Securion), was negotiating the country’s first-ever corporate negotiated resolution under Argentina’s Corporate Criminal Law.[519] According to the prosecutor’s public statements, Securitas admitted in court to paying millions in bribes to representatives of public organizations to avoid losing contracts with Argentina’s public works and sanitation authority, passport and national identification agency, and arms registration authority, among others.[520] The agreement marks the country’s first “collaboration agreement,” a mechanism introduced in 2018 that allows companies to reduce penalties by cooperating and providing information about individuals responsible for the misconduct.

According to press reports, this case followed an internal investigation by Securitas which began in 2018.[521] Securitas self-disclosed the findings of its investigation to Argentinian authorities, terminated the employees involved, and ultimately sold the Argentinian subsidiary in 2023 due to the challenging business climate in Argentina.[522] The public prosecutor handling the case told the press that the “undue benefit” Securitas obtained from its misconduct, which will affect the company’s fine, is yet to be calculated.[523] Prosecutors have brought bribery-related charges against former employees of the subsidiary, indicted several public officials, and expect to bring more charges.[524]

Brazil

In February, Seatrium, a Singapore-based shipyard and marine engineering operator, reached settlements in principle with Brazilian authorities, including the Attorney General’s Office (“AGU”), the federal Comptroller General (“CGU”), and the federal Public Prosecutor’s Office (“MPF”), that resolve corruption allegations related to its predecessor, Sembcorp Marine, prior to Sembcorp’s 2023 acquisition of Keppel Offshore & Marine (“Keppel O&M”).[525] The allegations stemmed from the sprawling Operation Carwash investigations into alleged bribery linked to public contracts across multiple Brazilian public authorities and entities, aspects of which have recently been overturned or vacated by Brazil’s Supreme Court.[526] Pursuant to the settlement, Seatrium agreed to pay BRL 670.7 million (approximately $130 million).[527] The agreement was subject to approval by Brazil’s court overseeing the public finances, i.e., the Tribunal de Contas da União (“TCU”), and other ministerial bodies.[528]

In April 2024, the CGU imposed a R $2 million fine on Chemtrade Brasil for its involvement in a scheme to illegally sell data from Brazil’s Integrated Foreign Trade System (Siscomex) to companies engaged in export or import activities.[529] This penalty followed administrative proceedings initiated by the Ministry of Development, Industry, Commerce and Services (“MDIC”), based on the findings of the Federal Police’s 2017 “Operation Spy,” which uncovered the illegal practice.[530] (Operation Spy resulted in another, unrelated company’s plea agreement in 2023 and has resulted in penalties for 21 companies.)[531] The order, published in Brazil’s official gazette on April 10, 2024, was made after Chemtrade Brasil requested the penalty, acknowledged its wrongdoing, and agreed to comply with the imposed sanctions.[532] The CGU’s press release acknowledged that Chemtrade Brasil made its request pursuant to CGU Normative Ordinance No. 19/2022, which encourages companies to demonstrate commitment to legal compliance and public integrity, and that the fine was issued under Brazil’s Lei Anticorrupção no. 12846/2013 known in English as the Clean Companies Act.[533]

In November 2024, Freepoint Commodities, a Connecticut-based commodities company, agreed to a leniency agreement with the CGU and AGU over allegations of bribing public officials between 2012 and 2018 to gain an unfair advantage in dealings with Petrobras, the state-owned oil company.[534] The agreement requires Freepoint to pay BRL 131.3 million ($22.6 million), including a fine to be paid to the Brazilian government and reimbursement to Petrobras, and to improve its corporate governance and compliance policies.[535] This agreement followed a joint investigation with U.S. authorities that, as detailed in our 2023 Year-End Update, was resolved when Freepoint entered a three-year DPA with the DOJ, pursuant to which the company agreed to pay a $68 million criminal penalty and forfeit $30.5 million, and a parallel resolution with the Commodity Futures Trading Commission (“CFTC”), pursuant to which it agreed to disgorge more than $7.6 million.[536] In the DPA, the DOJ and Connecticut U.S. Attorney’s Office agreed to credit amounts Freepoint paid to Brazilian authorities within one year, up to $22.4 million.[537]

Finally, state-level prosecutors in Brazil also negotiated a leniency agreement relating to a multinational company that had also been subject to scrutiny by U.S. authorities. On December 3, 2024, announcements by the Public Prosecutor’s Office of the State of Minas Gerais (“MPMG”), Comptroller General of the State of Minas Gerais (“CGE”), and the Attorney General of the State of Minas Gerais (“AGE”) revealed a Leniency Agreement and Damage Compensation Agreement with SAP Brasil Ltda, in connection with an investigation into alleged misconduct in public contracting for an integrated human resources management system.[538] The agreement followed an enforcement proceedings initiated by the CGE in 2022 and, together with MPMG and AGE, a total of 32 rounds of negotiations.[539] Pursuant to the agreement, SAP Brasil admitted to finding evidence of illegal practices, including collusion with other companies and state officials to defraud the bidding process, and agreed to pay approximately BRL 66 million (approximately $ 11 million), encompassing a fine under the Clean Companies Act, disgorgement of illicit profits, and damages to the state of Minas Gerais.[540] As discussed above, in January 2024, parent company SAP SE’s DPA with DOJ and the SEC resolved allegations regarding bribery schemes in multiple countries but did not mention Brazil.

South Africa

Tipping the international scales toward the Southern Hemisphere with a third country, in April 2024, South Africa’s National Prosecuting Authority published guidance regarding a new corporate alternative dispute resolution (“CADR”) mechanism available to companies charged with corruption and corruption-related offenses.[541] Although South Africa has already entered into several corporate resolutions in recent years, this non-trial resolution mechanism adopts elements of DPAs but will not require court approval.[542] According to the guidance, when determining whether a matter is appropriate for pre-trial resolution, the Authority will consider multiple factors, including the company’s timely and voluntary disclosure, of both the alleged violation and evidence; cooperation; willingness to pay restitution; prior history of misconduct, as well as the nature, seriousness, and complexity of the unlawful activities; pervasiveness of the wrongdoing; the existence of an effective compliance program; likelihood of significant negative collateral effect on the company in the event of a conviction; and the interests of any victims.[543]

Appendix

The chart below summarizes the agreements concluded from January through December 2024. The complete text of each publicly available agreement is hyperlinked in the chart.

The figures for “Monetary Recoveries” may include amounts not strictly limited to an NPA, DPA, or guilty plea, such as fines, penalties, forfeitures, and restitution requirements imposed by other regulators and enforcement agencies, as well as amounts from related settlement agreements, all of which may be part of a global resolution in connection with the NPA, DPA, or plea agreement, paid by the named entity and/or subsidiaries. The term “Monitoring & Reporting” includes traditional compliance monitors, self-reporting arrangements, and other monitorship arrangements found in resolution agreements, but does not include probation.

U.S. DPAs, NPAs, Declinations, and Plea Agreements January-December 2024
Company	Agency	Alleged Violation	Type	Monetary Recoveries	Monitoring & Reporting	Term of Agreement (Months)
AAR Corp.	DOJ Fraud; SEC	FCPA	NPA	$55,599,653	None	18
Advoque Safeguard	D. Mass.	Conspiracy to introduce misbranded devices into interstate commerce with intent to defraud or mislead	Guilty Plea	$700,000	None	12
Akua Mosaics, Inc.	D.P.R.	Smuggling goods into the U.S.; Conspiracy to defraud the U.S.	Guilty Plea	$1,090,000	None	None
Al’s Asphalt Paving Company, Inc.	DOJ Antitrust; DOT OIG; USPS OIG	Sherman Act; Conspiracy to violate the Sherman Act by suppressing and eliminating competition by agreeing to rig bids for contracts	Guilty Plea	$795,662	None	None
All Out Diesel, LLC	E.D. Mo.; EPA	Clean Air Act	Guilty Plea	Pending	None	36
AM/NS Calvert, LLC	S.D. Ala.; DOJ ENRD	Clean Air Act	Guilty Plea	$750,000	None	36
Amigos Mexican Cuisine & Cantina LLC	D. Or.	Public Money Theft (COVID relief fraud)	Guilty Plea	$2,559,100	None	None
AMVAC Chemical Corp.	DOJ ENRD; S.D. Ala.	Transporting unmanifested hazardous waste	Guilty Plea	$400,000	Third-party environmental auditor	36
Asphalt Specialists, LLC	DOJ Antitrust; DOT OIG; USPS OIG	Sherman Act	Guilty Plea	$6,500,000	None	72
Austal USA	DOJ Fraud; S.D. Ala.	Securities Fraud; Obstruction of Fed. Audit	Guilty Plea	$24,000,000	Independent compliance monitor	36
Aventura Technologies, Inc.	E.D.N.Y.; FBI; GSA OIG; DCIS; IRS; CBP; AFOSI; TIGTA; NCIS; Army CID; DOE-IG	Mail and wire fraud conspiracy; illegal importation	Guilty Plea	$3,000,000	None	36
Avin International Ltd & Kriti Ruby Special Maritime Enterprise	D.N.J.; M.D. Fla.; DOJ ENRD	Act to Prevent Pollution from Ships (APPS); Obstruction of Justice	Guilty Plea	$4,501,600	Monitor – Third-Party External Auditor and Court-Appointed Monitor	60
BIT Mining Ltd.	D.N.J.; DOJ Fraud	FCPA	DPA	$10,000,000	Annual Self Reporting	36
BNL Technical Services LLC	E.D. Wash.	Bank Fraud	Guilty Plea	$494,265 (pending sentencing)	None	N/A
Boston Consulting Group, Inc.	DOJ Fraud	FCPA	Declination with Disgorgement	$14,424,000	None	N/A
Boyd Farm LLC	E.D. Va.	Clean Water Act	Guilty Plea	$300,000	None	N/A
Brazos Urethane	W.D. Wis.	Conspiracy to defraud the BOP	DPA	$300,000	Annual self-reporting	36
Cambridge International Systems	S.D. Cal.	Bribery	Guilty Plea	$3,922,102	None	24
CBM	S.D.N.Y.; DOT-OIG; MTA-IG	Defraud U.S. transit authority customers	NPA	$2,402,103 minimum; $3,963,243 maximum (depending on restitution)	None	24
Cerebral, Inc.	E.D.N.Y.	Distribution of controlled substances	NPA	$6,574,000	None	30
Clancy Logistics Inc.	D. Or.; EPA	Clean Air Act	Guilty Plea	$101,910	Annual self-reporting	36
Covetrus	W.D. Va.	Criminal Drug Misbranding	Guilty Plea	$23,534,091	Annual self-reporting	12
Cruise, LLC	N.D. Cal.; NHTSA	Falsification of records with intent to impede/obstruct/influence crash investigation.	DPA	$500,000	Annual self-reporting	36
Defyned Brands (d/b/a 5 Star Nutrition LLC)	DOJ CPB; W.D. Tex.	FDCA	Guilty Plea	$4,500,000	Annual self-reporting for three years	90
Diesel & Offroad Authority, LLC	D. Or.	Clean Air Act	Guilty Plea	$150,400	None	36
Dlubak Glass Company	N.D. Tex.; DOJ ENRD	False statements to Texas Commission on Environmental Quality	Guilty Plea	$100,400	None	48
Domermuth Environmental Services, LLC	E.D. Tenn.; EPA	Clean Water Act Violation	Guilty Plea	$50,000	None	36
Eagle Renovations LLC	D. Ohio	Wire Fraud	Guilty Plea	$24,150	Unknown	60
eBay	D. Mass.	Harassment and intimidation; Witness tampering; obstruction of justice	DPA	$3,000,000	Monitor – 3-year compliance monitor	36
Elite Diesel Service	D. Col.	Clean Air Act	Guilty Plea	$50,400	Annual compliance certifications and reporting	60
Endo Health Solutions Inc. (EHSI)	DOJ CPB; S.D.N.Y.	FDCA – Distribution of Misbranded Drugs	Guilty Plea	$1,536,000,000	None	N/A
Envigo RMS LLC & Envigo Global Services, Inc.	W.D. Va. EPA; USDA	Conspiracy to violate the Animal Welfare Act	Guilty Plea	$35,000,000	Compliance monitor to submit reports every six months	60
Environmental Resources Inc.	D. Nev.; EPA CID	Clean Water Act	Guilty Plea	$680,000	None	0
Evans Concrete, LLC	DOJ Antitrust; S.D. Ga.	Sherman Act	Guilty Plea	$2,713,700	None	12
Evoqua Water Technologies	D.R.I.; SEC	Securities fraud	NPA	$8,500,000	None	24
Family Dollar Stores, LLC	DOJ CPB; FDA; E.D. Ark.	Holding food, drugs, medical devices, and cosmetics under unsanitary conditions	Guilty Plea (misdemeanor)	$41,675,125	Annual self-reporting	36
Fidelity Development Group LLC	S.D. Ohio; EPA	Clean Air Act	Guilty Plea	$100,000	Unknown	24
Frame Inc.	N.D.W. Va.	Wire fraud	Guilty Plea	$187,286	None	N/A
Frock Brothers Trucking, Inc.	M.D. Pa.	Clean Air Act	Guilty Plea	$80,400	None	24
Gremex Shipping S.A. de C.V.	DOJ ENRD; N.D. Fl.	Act to Prevent Pollution from Ships (APPS)	Guilty Plea	$1,750,000	Monitor and Auditor	48
Gunvor S.A.	DOJ Fraud; DOJ MLARS, E.D.N.Y.	Conspiracy to violate FCPA anti-bribery provisions	Guilty Plea	$661,698,215	Annual self-reporting	36
Hardway Solutions, LLC	E.D. Wash.; EPA	Clean Air Act	Guilty Plea	$75,400	Annual self-reporting	60
Hexamed Business Solutions	N.D. Tex.	Conspiracy to commit money laundering	Guilty Plea	$19,172	None	Unclear
Highway and Heavy Parts LLC	N.D.N.Y.; EPA	Clean Air Act Conspiracy	Guilty Plea	$25,400	None	None
JDM Supply	D. Mass.	Conspiracy to introduce misbranded devices into interstate commerce with intent to defraud or mislead	Guilty Plea	Pending	Pending	Pending
KBC Capital, LLC	D. Mass.; ATF, DEA, HSI, USPIS	National Firearms Act (NFA)	Guilty Plea	$260,000	None	36
KVK Research Inc.	DOJ CPB; E.D. Penn.	FDCA – Distribution of adulterated narcotics; FCA	Guilty Plea	$1,750,000	None	None
KVK Tech Inc.	DOJ CPB; E.D. Penn.	FDCA – Distribution of adulterated narcotics; FCA	DPA	$3,500,000	Independent compliance monitor	36
Limited Properties, Inc.	D.S.C.	Wire fraud; Money laundering	Guilty Plea	Pending	Pending	Pending
Logsdon Valley Oil	W.D. Ky.; EPA CID	Safe Drinking Water Act violation; Aiding and abetting	Guilty Plea	$100,000	None	36
Magellan Diagnostics, Inc.	D. Mass.	Introducing misbranded device in violation of FDCA	Guilty Plea	$32,700,000	Independent compliance monitor	24
Magellan Diagnostics, Inc.	D. Mass.	Conspiracy to commit wire fraud and conspiracy to defraud the U.S. (DPA charges)	DPA	$9,300,000	Independent compliance monitor	24
MAM Construction	D.P.R.	Fraud – General	Guilty Plea	$194,786	Pending	Pending
Martinez Builders Supply	S.D. Fla.	Conspiring to harbor aliens by means of employment	Guilty Plea	$550,000	None	24
Mary Mahoney’s Old French House, Inc.	S.D. Miss.; FDA OCI	Conspiracy to defraud customers via mislabeled food; Use of interstate wires to facilitate fraud	Guilty Plea	$1,499,000	None	60
McKinsey and Company Africa (Pty) Ltd	S.D.N.Y.; DOJ Fraud	FCPA	DPA	$122,850,000	Annual self-reporting	36
McKinsey & Company Inc.	DOJ CPB; W.D. Va.; D. Mass.	Misbranding of drugs; Obstruction of justice	DPA	$650,000,000	Annual self-reporting	60
MGM Grand Hotel, LLC	C.D. Cal.; DHS HSI; IRS Criminal Investigation	Bank Secrecy Act	NPA	$6,527,728	External compliance reviewer	24
Mold Wranglers, Inc.	D. Mont.	False Claim Act	Guilty Plea	Up to $956,000	None	None
Moody Motor Co., Inc.	D. Neb.; EPA	Clean Air Act	Guilty Plea	$39,867	None	12
Morgan Stanley & Co LLC	S.D.N.Y.	Making false statements in connection with sale of block trades	NPA	$153,431,223	None	36
N. Ali Enterprises Inc.; 21st Century Distribution Inc.	C.D. Cal.	Mail and Wire Fraud	Guilty Plea	$5,919,205	None	36
Northridge Construction Company	DOJ ENRD	Worker Safety Standards; OSHA	Guilty Plea	$100,000	None	60
Pauls Trans LLC	E.D. Wash.; EPA	Clean Air Act	Guilty Plea	Pending	Annual self-reporting	60
Peticub Pharmacy Corporation	C.D. Cal.	Conspiracy to Distribute	Guilty Plea	$5,000	None	60
Prive Overseas Marine LLC; Prive Shipping Denizcilik Ticaret, A.S.	E.D. La.; DOJ ENRD; Coast Guard Investigative Service; EPA	Act to Prevent Pollution from Ships (APPS); Obstruction of justice	Guilty Plea	$2,000,000	Third-party auditor	48
Proterial Cable America, Inc. (f/k/a Hitachi Cable America Inc.)	DOJ Fraud	Fraud – General	Declination with Disgorgement	$15,126,204	None	N/A
PT Express LLC	E.D. Wash.; EPA	Clean Air Act	Guilty Plea	Pending	Annual self-reporting	60
Q Link Wireless	S.D. Fla.	Fraud – General	Guilty Plea	$109,637,057	None	0
Quality Poultry and Seafood, Inc.	S.D. Miss.; FDA	Conspiracy to mislabel seafood; conspiracy to commit wire fraud	Guilty Plea	$1,500,000	None	60
Racing Performance Maintenance Northwest LLC	W.D. Wash.	Clean Air Act	Guilty Plea	Pending	Pending	Pending
Raytheon Company	D. Mass.	AECA; ITAR	DPA	$685,990,981	Independent compliance monitor	36
Raytheon Company	E.D.N.Y.	FCPA	DPA	$371,500,918	Independent compliance monitor	36
RKB Handyman Services, Inc.	E.D. Pa.	Wire fraud	Guilty Plea	$358,181	None	None
RPM Motors and Sales LLC	W.D. Wash.	Clean Air Act	Guilty Plea	Pending	Pending	Pending
Rudy’s Performance Parts Inc.	DOJ ENRD; EPA; D.D.C.	Clean Air Act	Guilty Plea	$9,400,000	Annual self-reports	36
SAP SE	DOJ Fraud; E.D. Va.	FCPA	DPA	$295,057,693	Annual self-reporting	36
Satori Recovery Center LLC	C.D. Cal.	Travel Act	Guilty Plea	Pending	Pending	Pending
Siemens	E.D. Va.	Wire fraud; Conspiracy to commit wire fraud	Guilty Plea	$104,000,000	None	36
Spokane Truck Service LLC	E.D. Wash.; EPA	Clean Air Act	Guilty Plea	Pending	Annual self-reporting	60
Star Enterprises	D.P.R.	Federal Program Theft	Guilty Plea	$206,639	None	None
Taaj Services US LLC	S.D. Cal	Bank Secrecy Act	Guilty Plea	$700,000	None	24
TD Bank N.A.	D.N.J.; DOJ Fraud	Conspiracy to fail to implement an adequate AML program, to fail to file accurate currency transaction reports, and to launder money	Guilty Plea	$1,659,932,702	Independent compliance monitor for three years	60
TD Bank U.S. Holding Company	D.N.J.; DOJ Fraud	Causing TD Bank N.A. to fail to maintain an adequate AML program and to fail to file accurate currency transaction reports	Guilty Plea	$1,434,513,478	Independent compliance monitor for three years	60
TD Securities (USA) LLC	DOJ Fraud	Wire fraud	DPA	$28,161,602	Annual self-reporting	36
Telefónica Venezolana C.A.	S.D.N.Y.; DOJ Fraud	FCPA	DPA	$85,260,000	Self-reporting	36
The Cosmopolitan Las Vegas	C.D. Cal.; DHS HSI; IRS CID	Bank Secrecy Act	NPA	$928,600	None	24
Tip the Scale LLC	DOJ ENRD; CBP	Lacey Act	Guilty Plea	$360,000	External auditor of importer compliance plan	36
TPC Group LLC	DOJ ENRD; EPA; OSHA	Clean Air Act	Guilty Plea	$110,100,000, crediting $212 million paid as restitution – but plea withdrawn	Plea withdrawn	Plea withdrawn
Trafigura Beheer B.V.	DOJ Fraud; S.D. Fl.	FCPA	Guilty Plea	$126,998,697	Annual self-reporting	36
Tribar Technologies, Inc.	E.D. Mich.; DOJ ENRD	Clean Water Act	Guilty Plea	$200,000	External auditor and quarterly self-reporting	Until remediation complete
Trinity Champion Healthcare Partners LLC	N.D. Tex.	Conspiracy to commit money laundering	Guilty Plea	$23,929	None	Unclear
Valley Processing Inc.	DOJ CPB; E.D. Wash.; FDA OCI	Conspiracy to introduce adulterated and misbranded fruit juice into interstate commerce (FDCA)	Guilty Plea	$742,139	None	N/A
Valley Property Partners, LLC	D.N.D.; EPA	Toxic Substances Control Act (misdemeanor)	Guilty Plea	$14,400	None	12
Vitamin Shack and Shakes, LLC	S.D. Tex.; FDA	FDCA	Guilty Plea	$175,000	None	Pending
Vulto Creamery LLC	N.D.N.Y.; DOJ CPB	Adulterated food	Guilty Plea	None	Pending	12
Western Sea, Inc.	D. Maine	Falsification of Records	Guilty Plea	$175,000	None	24
Wynn Las Vegas	S.D. Cal.; DHS HSI; IRS CID; DEA	Unlicensed money transmitting; Bank Secrecy Act	NPA	$130,131,645	External compliance reviewer	24

[1] DOJ, General Policy Regarding Charging, Plea Negotiations, and Sentencing (Feb. 5, 2025), https://www.justice.gov/ag/media/1388541/dl?inline.

[2] DOJ, Total Elimination of Cartels and Transnational Criminal Organizations (Feb. 5, 2025), https://www.justice.gov/ag/media/1388546/dl?inline.

[3] DOJ, General Policy Regarding Charging, Plea Negotiations, and Sentencing (Feb. 5, 2025), https://www.justice.gov/ag/media/1388541/dl?inline.

[4] DOJ, Total Elimination of Cartels and Transnational Criminal Organizations (Feb. 5, 2025), https://www.justice.gov/ag/media/1388546/dl?inline.

[5] Id.

[6] DOJ, General Policy Regarding Charging, Plea Negotiations, and Sentencing (Feb. 5, 2025), https://www.justice.gov/ag/media/1388541/dl?inline.

[7] DOJ, Reinstating the Prohibition on Improper Guidance Documents (Feb. 5, 2025), https://www.justice.gov/ag/media/1388511/dl?inline.

[8] DOJ, Reinstating the Prohibition on Improper Third-Party Settlements (Feb. 5, 2025), https://www.justice.gov/ag/media/1388536/dl?inline.

[9] This update addresses developments and statistics through December 31, 2024. NPAs and DPAs are two kinds of voluntary, pre-trial agreements between a corporation and the government, most commonly used by DOJ. They are standard methods to resolve investigations into corporate criminal misconduct and are designed to avoid the severe consequences, both direct and collateral, that conviction would have on a company, its shareholders, and its employees. Though NPAs and DPAs differ procedurally—a DPA, unlike an NPA, is formally filed with a court along with charging documents—both usually require an admission of wrongdoing, payment of fines and penalties, cooperation with the government during the pendency of the agreement, and remedial efforts, such as enhancing a compliance program or cooperating with a monitor who reports to the government. Although NPAs and DPAs are used by multiple agencies, since Gibson Dunn began tracking corporate NPAs and DPAs in 2000, we have identified more than 700 agreements initiated by DOJ, and 10 initiated by the U.S. Securities and Exchange Commission (“SEC”).

[10] Gibson Dunn began tracking corporate guilty pleas in 2022. Our data generally captures information publicly available at the time of the agreement; if sentencing has not occurred by year-end, monetary recoveries may not be included in our data. Following publication of our prior updates, we identified additional plea agreements not originally included in those prior updates. We have adjusted the 2022 and 2023 data here to reflect those additional plea agreements.

[11] DOJ, Reinstating the Prohibition on Improper Guidance Documents (Feb. 5, 2025), https://www.justice.gov/ag/media/1388511/dl?inline.

[12] See DOJ, General Policy Regarding Charging, Plea Negotiations, and Sentencing (Feb. 5, 2025), https://www.justice.gov/ag/media/1388541/dl?inline.

[13] Press Release, DOJ, Principal Associate Deputy Attorney General Marshall Miller Delivers Keynote Address at the Practicing Law Institute’s White Collar Crime 2024 Program (Dec. 6, 2024), https://www.justice.gov/opa/speech/principal-associate-deputy-attorney-general-marshall-miller-delivers-keynote-address.

[14] See infra notes 15-21; U.S. Atty’s Off. D.D.C., District of Columbia Whistleblower Non-Prosecution Pilot Program, https://www.justice.gov/usao-dc/media/1367686/dl?inline; U.S. Atty’s Off. W.D. Va., WDVA Whistleblower Non-Prosecution Pilot Program, https://www.justice.gov/usao-wdva/media/1372401/dl?inline; U.S. Atty’s Off. E.D.N.C., EDNC Whistleblower Pilot Program, https://www.justice.gov/usao-ednc/media/ednc_whistleblower_program.pdf/dl?inline.

[15] See, e.g., U.S. Atty’s Off. E.D.N.Y., EDNY Whistleblower Non-Prosecution Pilot Program, https://www.justice.gov/usao-edny/media/1368306/dl?inline.

[16] U.S. Atty’s Off. C.D. Cal., CDCA Whistleblower Pilot Program, https://www.justice.gov/usao-cdca/media/1365146/dl?inline; U.S. Atty’s Off. N.D. Ill., United States Attorney’s Office Northern District of Illinois Individual Self-Disclosure Program for Organizational Misconduct, https://www.justice.gov/usao-ndil/media/1368056/dl?inline (“N.D. Ill. Whistleblower Program”).

[17] See, e.g., U.S. Atty’s Off. E.D.N.Y, supra note 5; N.D. Ill. Whistleblower Program, supra note 6; U.S. Atty’s Off. S.D. Fla., The United States Attorney’s Office for the Southern District of Florida’s Whistleblower Non-Prosecution Pilot Program, https://www.justice.gov/usao-sdfl/media/1367206/dl?inline; U.S. Atty’s Off. E.D. Va., EDVA Whistleblower Non-Prosecution Pilot Program, https://www.justice.gov/usao-edva/media/1367986/dl?inline.

[18] U.S. Atty’s Off. S.D. Tex., SDTX Whistleblower Non-Prosecution Pilot Program, https://www.justice.gov/usao-sdtx/media/1368031/dl?inline.

[19] See, e.g., U.S. Atty’s Off. C.D. Cal., supra note 6.

[20] U.S. Atty’s Off. D.N.J., DNJ Whistleblower Non-Prosecution Pilot Program, https://www.justice.gov/usao-nj/media/1367691/dl?inline; N.D. Ill. Whistleblower Program, supra note 6.

[21] Compare U.S. Atty’s Off. C.D. Cal., supra note 6, and U.S. Atty’s Off. S.D.N.Y., SDNY Whistleblower Non-Prosecution Pilot Program, https://www.justice.gov/d9/2025-01/01.14.2025_wb_policy_for_sdny_website.pdf, with U.S. Atty’s Off. E.D.N.Y., supra note 5, and U.S. Atty’s Off. N.D. Cal., NDCA Whistleblower Pilot Program, https://www.justice.gov/usao-ndca/media/1343691/dl?inline.

[22] DOJ: Antitrust Division, Justice Department and Federal Trade Commission Withdraw Guidelines for Collaboration Among Competitors (Dec. 11, 2024), https://www.justice.gov/atr/media/1380001/dl?inline.

[23] Id.

[24] See generally DOJ: Antitrust Division, Federal Antitrust Crime: A Primer for Law Enforcement Personnel 1 (Oct. 2023), https://www.justice.gov/atr/page/file/1091651/dl.

[25] Non-Prosecution Agreement, AAR CORP. (Dec. 19, 2024), available at https://www.justice.gov/opa/media/1381656/dl.

[26] Statement of Facts, AAR CORP. (Dec. 19, 2024), available at https://www.justice.gov/opa/media/1381656/dl.

[27] Id. at A-5.

[28] Non-Prosecution Agreement, AAR CORP. (Dec. 19, 2024), available at https://www.justice.gov/opa/media/1381656/dl.

[29] Id. at 1–2.

[30] Id. at 1.

[31] Press Release, DOJ, AAR CORP to Pay Over $55M To Resolve Foreign Corrupt Practices Act Investigation (Dec. 19, 2024), https://www.justice.gov/opa/pr/aar-corp-pay-over-55m-resolve-foreign-corrupt-practices-act-investigation.

[32] Non-Prosecution Agreement, at 3.

[33] Plea Agreement, United States v. Advoque Safeguard, LLC, 24-cr-10329 (D. Mass. Oct. 24, 2024).

[34] Information, United States v. Advoque Safeguard, LLC, 24-cr-10329 (D. Mass. Oct. 29, 2024)

[35] Plea Agreement, United States v. Advoque Safeguard, LLC, 24-cr-10329 (D. Mass. Oct. 24, 2024).

[36] Plea Agreement, United States v. Akua Mosaics, Inc., No. 3:23-cr-00105-ADC (D.P.R. Mar. 19, 2024) (“Akua Mosaics Plea Agreement”); Press Release, DOJ, Akua Mosaics, Inc. and its President Plead Guilty to a Conspiracy to Smuggle Goods into the United States to Avoid Paying Over $1 Million in Duties and Tariffs (May 3, 2023), https://www.justice.gov/usao-pr/pr/akua-mosaics-inc-and-its-president-plead-guilty-conspiracy-smuggle-goods-united-states (“Akua Mosaics Press Release”).

[37] Akua Mosaics Plea Agreement at 1-2, 14.

[38] Id. at 2.

[39] Press Release, DOJ, HSI Investigation Leads to Indictment of Chinese National Circumventing Antidumping and Countervailing Duties in Puerto Rico (May 3, 2023), https://www.justice.gov/usao-pr/pr/hsi-investigation-leads-indictment-chinese-national-circumventing-antidumping-and; Judgment, United States v. Mo, 23-cr-171 (N.D. Cal. Sept. 1, 2023).

[40] Plea Agreement, United States v. Al’s Asphalt Paving Company, Inc., No. 2:23-cr-20699-GAD-DRG (E.D. Mich. Jan. 31, 2024).

[41] Information, United States v. Al’s Asphalt Paving Company, Inc., No. 2:23-cr-20699-GAD-DRG (E.D. Mich. Jan. 31, 2024).

[42] Press Release, DOJ, Vice President of Asphalt Paving Company Pleads Guilty to Bid Rigging (Oct. 2, 2024), https://www.justice.gov/opa/pr/vice-president-asphalt-paving-company-pleads-guilty-bid-rigging-0.

[43] Plea Agreement, United States v. Al’s Asphalt Paving Company, Inc., No. 2:23-cr-20699-GAD-DRG (E.D. Mich. Jan. 31, 2024).

[44] Judgment in a Criminal Case, United States v. Al’s Asphalt Company, Inc., No. 2:23-cr-20699-GAD-DRG (E.D. Mich. July 31, 2024).

[45] Plea Agreement, United States v. AM/NS Calvert, LLC, No. 24-cr-00117 (S.D. Ala. July 23, 2024) (“AM/NS Plea Agreement”).

[46] Id. at 12.

[47] Judgment, United States v. AM/NS Calvert, LLC, No. 24-cr-00117 (S.D. Ala. July 23, 2024).

[48] AM/NS Plea Agreement at 4–5.

[49] Plea Agreement, United States v. Amigos Mexican Cuisine & Cantina LLC, No. 3:24-cr-00155-IM (D. Or. Apr. 29, 2024).

[50] Id. at 2–4.

[51] Id. at 5–6.

[52] See Press Release, DOJ, Southern Oregon Restaurant Sentenced in Federal Court for Stealing Covid Relief Program Funds (Aug. 16, 2024), https://www.justice.gov/usao-or/pr/southern-oregon-restaurant-sentenced-federal-court-stealing-covid-relief-program-funds.

[53] See Case Summary, DOJ, United States v. AMVAC Chemical Corporation (May 24, 2024), https://www.justice.gov/enrd/case/united-states-v-amvac-chemical-corporation-et-al.

[54] Id.

[55] Id.

[56] Judgment, United States v. AMVAC Chemical Corp., No. 24-cr-00043 (S.D. Ala. Oct. 28, 2024); see also Plea Agreement, United States v. AMVAC Chemical Corporation, No. 24-CR-00043 (S.D. Ala. May, 24, 2024).

[57] Press Release, DOJ, Company Sentenced to Pay $6.5M Criminal Fine for Bid Rigging in Michigan Asphalt Industry (Aug. 15, 2024), https://www.justice.gov/opa/pr/company-sentenced-pay-65m-criminal-fine-bid-rigging-michigan-asphalt-industry.

[58] Press Release, DOJ, Vice President of Asphalt Paving Company Pleads Guilty to Bid Rigging (Oct. 2, 2024), https://www.justice.gov/opa/pr/vice-president-asphalt-paving-company-pleads-guilty-bid-rigging-0.

[59] Plea Agreement, United States v. Asphalt Specialists LLC, No. 2:23-cr-20700-GAD-DRG (E.D. Mich. Jan. 30, 2024).

[60] Id.

[61] Judgment in a Criminal Case, United States v. Asphalt Specialists LLC, No. 2:23-cr-20700-GAD-DRG (E.D. Mich. Jan. 30, 2024).

[62] Plea Agreement, United States v. Austal USA, LLC, No. 24-cr-00131 (S.D. Ala. Aug. 26, 2024).

[63] Press Release, DOJ, U.S. Navy Shipbuilder Pleads Guilty to Financial Accounting Fraud Scheme and Obstructing a Defense Department Audit (Aug. 27, 2024), https://www.justice.gov/opa/pr/us-navy-shipbuilder-pleads-guilty-financial-accounting-fraud-scheme-and-obstructing-defense.

[64] Id.

[65] Plea Agreement, United States v. Austal USA, LLC, No. 24-cr-00131 (S.D. Ala. Aug. 26, 2024) (“Austal USA Please Agreement”).

[66] Austal Plea Agreement at 21; see also SEC v. Austal Limited and Austal USA, LLC, No. 24-cv-307 (S.D. Ala. December 2, 2024).

[67] Austal USA Plea Agreement at 1.

[68] Press Release, Aventura Techs., Inc. Pleads Guilty to Wire Fraud and Illegal Importation for Reselling Chinese Goods as U.S.-Made (Mar. 19, 2024), https://www.justice.gov/usao-edny/pr/aventura-technologies-inc-pleads-guilty-wire-fraud-and-illegal-importation-reselling (“Aventura Press Release”); Complaint, United States v. Aventura Techs., Inc., No. 19-MJ-1035 (E.D.N.Y. Nov. 6, 2019) (“Aventura Compl.”) at 2–4 .

[69] Aventura Press Release; see also Transcript of Change of Plea Hearing at 20–26, United States v. Aventura Techs., Inc., No. 2:19-cr-00582-JMA-ARL, (E.D.N.Y. Mar. 19, 2024) (“Aventura Plea Tr.”).

[70] Aventura Press Release; Aventura Plea Tr. at 23–25.

[71] Aventura Press Release; Aventura Plea Tr. at 24, 26–28.

[72] Aventura Press Release; Aventura Plea Tr. at 23, 25.

[73] Aventura Plea Tr. at 7.

[74] Aventura Press Release; Aventura Plea Tr. at 8.

[75] Id.

[76] Plea Agreement, United States v. Avin International Ltd & Kriti Ruby Special Maritime Enter., No. 2:24-cr-00836 (D.N.J. Dec. 23, 2024).

[77] Id., Attach. 1, at 1-3.

[78] Id., Attach. 1, at 3-4.

[79] Judgment, United States v. Avin International Ltd & Kriti Ruby Special Maritime Enter., No. 2:24-cr-00836 (D.N.J. Dec. 26, 2024), at 5.

[80] Id. at 2.

[81] Deferred Prosecution Agreement, United States v. BIT Mining Ltd. (f/k/a 500.com Ltd.), No. 2:24-cr-00744-EP (D.N.J. Nov. 18, 2024) (“BIT Mining DPA”).

[82] Id. at 1.

[83] Id., Attach. A, at 4.

[84] Press Release, DOJ, Former CEO Indicted for Role in Bribing Japanese Officials and BIT Mining Ltd. Resolves Foreign Bribery Investigation (Nov. 18, 2024), https://www.justice.gov/opa/pr/former-ceo-500com-now-bit-mining-ltd-indicted-role-bribing-japanese-officials-and-bit-mining.

[85] BIT Mining DPA at 10.

[86] Id. at 11.

[87] Id. at 7-9, 13-14

[88] Press Release, SEC, SEC Charges BIT Mining with FCPA Violations in Connection with Bribery Scheme to Influence Members of Japanese Parliament (Nov. 18, 2024), https://www.sec.gov/newsroom/press-releases/2024-180.

[89] Plea Agreement, United States v. BNL Technical Services, LLC, No. 4:23-CR-6014-SAB (E.D. Wash. Oct. 22, 2024).

[90] Id. at 11-14.

[91] Id.

[92] Id. at 15-16.

[93] Id. at 14.

[94] Press Release, DOJ, Hanford Site Subcontractor Pleads Guilty to Stealing COVID-19 Relief Funding, Owner Agrees to Pay $1.1 Million in Restitution and Penalties (Oct. 22, 2024), https://www.justice.gov/usao-edwa/pr/hanford-site-subcontractor-pleads-guilty-stealing-covid-19-relief-funding-owner-agrees.

[95] Letter from DOJ re Boston Consulting Group, Inc. (August 27, 2024), https://www.justice.gov/criminal/media/1365431/dl?inline.

[96] Id. at 2.

[97] Id.

[98] Id.

[99] Plea Agreement, United States v. Boyd Farm, LLC, No. 3:24-cr-91-DJN (E.D. Va. June 27, 2024) (“Boyd Farm Plea Agreement”), ECF No. 12.

[100] Press Release, DOJ, Virginia Company and Owner Sentenced for Criminally Filling Wetlands (June 27, 2024), https://www.justice.gov/opa/pr/virginia-company-and-owner-sentenced-criminally-filling-wetlands.

[101] Boyd Farm Plea Agreement, at 3; see also Judgment, United States v. Boyd Farm, LLC, Case No. 3:24-cr-00091 (E.D. Va. July 1, 2024), ECF No. 15.

[102] Deferred Prosecution Agreement at 1, United States v. Brazos Urethane, Inc., No. 24-cr-17-jdp (W.D. Wis. Feb. 7, 2024), ECF No. 3.

[103] Id., Attach. A, at 1-2.

[104] Id., Attach. A, at 1-3.

[105] Id., Attach. A, at 4.

[106] Id. at 4.

[107] Id. at 9-11.

[108] Id. at 9.

[109] First Addendum to Deferred Prosecution Agreement at 1, United States v. Brazos Urethane, Inc., No. 24-cr-17-jdp (W.D. Wis. May 6, 2024), ECF No. 9-1.

[110] Order, United States v. Brazos Urethane, Inc., No. 24-cr-17-jdp (W.D. Wis. May 20, 2024), ECF No. 10.

[111] Plea Agreement at 2-3, 20, United States v. Cambridge Int’l Sys., Inc., No. 3:24-cr-00759-TWR (S.D. Cal. Apr. 16, 2024) (“Cambridge Plea Agreement”).

[112] Id. at 20-27; Press Release, DOJ, Virginia-Based Defense Contractor Pleads Guilty to Bribery Conspiracy Involving Government Contracts Worth More Than $100 Million (Apr. 16, 2024), https://www.justice.gov/usao-sdca/pr/virginia-based-defense-contractor-pleads-guilty-bribery-conspiracy-involving.

[113] Cambridge Plea Agreement at 8.

[114] Id. at 9.

[115] Judgment at 2, 5, United States v. Cambridge Int’l Sys., Inc., No. 3:24-cr-00759-TWR (S.D. Cal. Sept. 24, 2024).

[116] Id. at 4.

[117] Non-Prosecution Agreement, CBM SAS, CBM NA, and CBM US, at 1 (July 8, 2024) (“CBM NPA”); Press Release, U.S. Attorney Announces Non-Prosecution Agreement With International Bus Parts Supplier CBM (July 22, 2024), https://www.justice.gov/usao-sdny/pr/us-attorney-announces-non-prosecution-agreement-international-bus-parts-supplier-cbm (“CBM Press Release”).

[118] CBM NPA, Attach. A., at 1-4.

[119] CBM NPA at 3.

[120] Id. at 2-3.

[121] Id. at 3.

[122] Id.

[123] Id. at 3-4.

[124] Non-Prosecution Agreement, Cerebral, Inc., at 1-2 (Nov. 1, 2024) (“Cerebral NPA”).

[125] Id. at 2.

[126] Cerebral NPA, Attach. A, at 3-12.

[127] Id. at 13-15.

[128] Cerebral NPA at 1-2 & 2 n.1.

[129] Id. at 3.

[130] Id. at 2-3.

[131] Plea Agreement at 1, United States v. Covetrus N. Am., No. 1:24-mj-00009-PMS (W.D. Va. Feb. 9, 2024) (“Covetrus Plea Agreement”), ECF No. 6; see also Judgment at 2-5, United States v. Covetrus N. Am., No. 1:24-mj-00009-PMS (W.D. Va. May 8, 2024), ECF No. 27 (“Covetrus Judgment”).

[132] Covetrus Plea Agreement at 2-3.

[133] Covetrus Judgment at 2-4.

[134] Covetrus Plea Agreement, Attach. B, at 1-4.

[135] Deferred Prosecution Agreement as to Cruise, LLC, United States v. Cruise, LLC, No. 3:24-cr-00572-SI (N.D. Cal. Nov. 15, 2024) (“Cruise Deferred Prosecution Agreement”).

[136] Cruise Deferred Prosecution Agreement at 15-23.

[137] Cruise Deferred Prosecution Agreement at 4-7.

[138] Press Release, FDA, Texas Company Pleads Guilty to Distributing Misbranded Dietary Supplements and Agrees to $4.5 Million Forfeiture (Jan. 12, 2024) https://www.fda.gov/inspections-compliance-enforcement-and-criminal-investigations/press-releases/texas-company-pleads-guilty-distributing-misbranded-dietary-supplements-and-agrees-45-million.

[139] Id.

[140] Id.

[141] Plea Agreement at 5-7, United States v. Defyned Brands a/k/a 5 Star Nutrition, LLC, No. 1:23-cr-00213-DH (W.D. Tex. Dec. 15, 2023), ECF No. 3.

[142] Plea Agreement, United States v. Dlubak Glass Co., No. 3-24cr-533 (N.D. Tex. Dec. 2, 2024), ECF No. 3.

[143] Id. at 5; Information, United States v. Dlubak Glass Co., No. 3-24cr-533 (N.D. Tex. Dec. 2, 2024), ECF No. 1.

[144] Information, United States v. Dlubak Glass Co., No. 3-24cr-533 (N.D. Tex. Dec. 2, 2024), ECF No. 1.

[145] Plea Agreement, United States v. Dlubak Glass Co., at 2–3.

[146] Plea Agreement, United States v. Domermuth Env’t Servs., LLC, No. 3:24-cr-75 (E.D. Tenn. July 16, 2024), ECF No. 2.

[147] Id. at 2.

[148] Id. at 2–3.

[149] Id. at 5.

[150] Judgment, United States v. Domermuth Env’t Servs., LLC, No. 3:24-cr-75 (E.D. Tenn. Dec. 12, 2024), ECF No. 21.

[151] Josh Sweigart, Second company facing federal charges following DDN investigation of rental assistance program, Dayton Daily News (Aug. 15, 2024), https://www.daytondailynews.com/local/second-company-facing-federal-charges-following-ddn-investigation-of-rental-assistance-program/KQ6IBEZHAFHMTII66DKBY6K5WQ/; see also Plea Agreement, United States v. Eagle Renovations LLC, No. 3:23-CR032 (S.D. Ohio April 18, 2024), ECF No. 3 (under seal at time of publication).

[152] Id.

[153] Id.

[154] Id.

[155] Judgment, United States v. Eagle Renovations LLC, No. 3:23-cr-00032 (S.D. Ohio Aug. 26, 2024), ECF No. 12.

[156] Press Release, DOJ, eBay Inc. to Pay $3 Million in Connection with Corporate Cyberstalking Campaign Targeting Massachusetts Couple (Jan. 10. 2024), https://www.justice.gov/usao-ma/pr/ebay-inc-pay-3-million-connection-corporate-cyberstalking-campaign-targeting; Deferred Prosecution Agreement, eBay Inc. (“eBay DPA”).

[157] eBay DPA.

[158] See Press Release, DOJ, Opioid Manufacturer Endo Health Solutions Inc. Agrees to Global Resolution of Criminal and Civil Investigations into Sales and Marketing of Branded Opioid Drug (Feb. 29, 2024), https://www.justice.gov/opa/pr/opioid-manufacturer-endo-health-solutions-inc-agrees-global-resolution-criminal-and-civil.

[159] Plea Agreement, United States v. Endo Health Solutions Inc., No. 2:24-cr-20159-LVP-APP (E.D. Mich. Feb. 28, 2024).

[160] Plea Agreement, United States v. Envigo RMS, LLC and Envigo Global Services, Inc., No. 6:24-CR-00016 (W.D. Va. June 3, 2024).

[161] Criminal Information at 1, 26, 40, United States v. Envigo RMS, LLC and Envigo Global Services, Inc., No. 6:24-CR-00016 (W.D. Ky. June 3, 2024).

[162] Plea Agreement at 9-10, United States v. Envigo RMS, LLC and Envigo Global Services, Inc., No. 6:24-CR-00016 (W.D. Va. June 3, 2024).

[163] Press Release, DOJ, Animal Breeder Sentenced in Animal Welfare and Water Pollution Crimes, Will Pay More than $35M, Including Record Fine in Animal Welfare Case (Oct. 24, 2024), https://www.justice.gov/usao-wdva/pr/animal-breeder-sentenced-animal-welfare-and-water-pollution-crimes-will-pay-more-35m.

[164] See Plea Agreement, United States v. Thurman and Environmental Resources Inc., DBA Easy Rooter Plumbing, 3:24-cr-00014-HDM-CLB (D. Nev. Aug. 15, 2024) (“Environmental Resources Plea Agreement”).

[165] Id. at 8.

[166] Judgment, United States v. Thurman and Environmental Resources Inc., DBA Easy Rooter Plumbing, 3:24-cr-00014-HDM-CLB-2 (D. Nev. Dec. 13, 2024), ECF No. 54.

[167] See Press Release, DOJ, Nevada Man Sentenced for Dumping Waste into Cities’ Wastewater System and Lying to Investigators (Dec. 10, 2024), https://www.justice.gov/opa/pr/nevada-man-sentenced-dumping-waste-cities-wastewater-system-and-lying-investigators.

[168] See Plea Agreement, United States v. Evans Concrete, LLC, No. 20-CR-00081 (S.D. Ga Sept. 6, 2024).

[169] Id. at 2-3.

[170] Id.

[171] See Gibson Dunn, 2021 Mid-Year Update on Corporate Non-Prosecution Agreements and Deferred Prosecution Agreements (July 22, 2021), https://www.gibsondunn.com/2021-mid-year-update-on-corporate-non-prosecution-agreements-and-deferred-prosecution-agreements/.

[172] Judgment, United States v. Evans Concrete, LLC, No. 20-CR-00081 (S.D. Ga Sept. 6, 2024).

[173] NPA, Evoqua Water Technologies Corporation (May 13, 2024) (“Evoqua NPA”); Press Release, DOJ, Evoqua Water Technologies Corp. Agrees to Pay $8.5 Million Criminal Penalty for Fraudulent Revenue Recognition (May 14, 2024), https://www.justice.gov/usao-ri/pr/evoqua-water-technologies-corp-agrees-pay-85-million-criminal-penalty-fraudulent-revenue.

[174] Evoqua NPA, Attachment A at 2.

[175] Id. at 1-2.

[176] Evoqua NPA, at 2-3.

[177] Id.

[178] Press Release, SEC, Securities and Exchange Commission v. Evoqua Water Technologies Corp. and Imran Parekh Case No. 1:23-cv-00105-MSM-PAS (D.R.I.), https://www.sec.gov/enforcement-litigation/distributions-harmed-investors/evoqua-water-technologies-corp.

[179] Plea Agreement at 1, United States v. Family Dollar Stores, LLC, No. 2:24-CR-00001-LPR (E.D. Ark. Feb. 26, 2024) (“Family Dollar Plea Agreement”).

[180] Family Dollar Plea Agreement at 2.

[181] Id. at 9–10.

[182] Id. at 5–6.

[183] Id.

[184] Press Release, DOJ, United States v. Fidelity Development Group LLC (Sept. 16, 2024), https://www.justice.gov/enrd/case/united-states-v-fidelity-development-group-llc.

[185] Id.

[186] Id.

[187] Press Release, DOJ, United States v. Fidelity Development Group LLC (Jan. 16, 2025), https://www.justice.gov/enrd/case/united-states-v-fidelity-development-group-llc-0.

[188] Cornelius Frolik, Fidelity building redeveloper in downtown Dayton guilty of asbestos violation, Dayton Daily News (Oct. 2, 2024), https://www.daytondailynews.com/local/fidelity-building-redeveloper-in-downtown-dayton-guilty-of-asbestos-violation/OWDJTVUDONB3BABMSI4NARDTGE/.

[189] Press Release, DOJ, United States v. Fidelity Development Group LLC (January 16, 2025), https://www.justice.gov/enrd/case/united-states-v-fidelity-development-group-llc-0.

[190] Plea Agreement at 1, United States v. Frame Inc., No. 3:24-cr-00018-GMG-RWT (N.D.W.Va. May 6, 2024), ECF No. 12 (“Frame Plea Agreement”).

[191] Press Release, DOJ, West Virginia Business Defrauds, Pays the United States Postal Service (Sept. 11, 2024), https://www.justice.gov/usao-ndwv/pr/west-virginia-business-defrauds-pays-united-states-postal-service; see also Criminal Information at 3, United States v. Frame Inc., No. 3:24-cr-00018-GMG-RWT (N.D.W.Va. Mar. 6, 2024), ECF No. 1.

[192] Criminal Information, United States v. Frame Inc., No. 3:24-cr-00018-GMG-RWT (Mar. 6, 2024), at 3.

[193] Id. at 6–8.

[194] Frame Plea Agreement at 1.

[195] Press Release, DOJ, West Virginia Business Defrauds, Pays the United States Postal Service (Sept. 11, 2024), https://www.justice.gov/usao-ndwv/pr/west-virginia-business-defrauds-pays-united-states-postal-service.

[196] See Judgment, United States v. Frame Inc., No. 3:24-cr-00018-GMG-RWT (Sept. 16, 2024).

[197] Plea Agreement at 1, United States v. Gremex Shipping S.A. de C.V., 3:24-cr-00101-TKW (N.D. Fla Oct. 30, 2024) (“Gremex Plea Agreement”).

[198] Gremex Plea Agreement at 2; Press Release, DOJ, Ship Management Company Fined $1.75M for Failing to Maintain an Accurate Oil Record Book that Concealed Unauthorized Discharges at Sea (Oct. 30, 2024), https://www.justice.gov/opa/pr/ship-management-company-fined-175m-failing-maintain-accurate-oil-record-book-concealed (“Gremex Press Release”).

[199] Gremex Press Release.

[200] Id.

[201] Gremex Plea Agreement at 5–7.

[202] Id. at 11.

[203] Plea Agreement, United States v. Gunvor S.A., No. 1:24-cr-00085-ENV (E.D.N.Y. Mar. 1, 2024) (“Gunvor Plea Agreement”).

[204] Id. at A-5.

[205] Id. at A-6.

[206] Press Release, Commodities Trading Company Will Pay Over $661M to Resolve Foreign Bribery Case (Mar. 1, 2024), https://www.justice.gov/opa/pr/commodities-trading-company-will-pay-over-661m-resolve-foreign-bribery-case.

[207] Id.

[208] Id.

[209] Ana de Liz, Ecuador reaches bribery settlement with Gunvor following US, Swiss penalties, Glob. Investigations Rev. (Jun. 12, 2024), https://globalinvestigationsreview.com/just-anti-corruption/article/ecuador-reaches-bribery-settlement-gunvor-following-us-swiss-penalties.

[210] Id.

[211] Gunvor Plea Agreement at 7.

[212] Id. at 6.

[213] Plea Agreement, United States v. Hexamed Business Solutions, LLC, No. 3:24-CR-049-S (N.D. Tex. Apr. 3, 2024) (“Hexamed Plea”), ECF No. 123; Plea Agreement, United States v. Trinity Champion Healthcare Partners, LLC, No. 3:24-CR-049-S (N.D. Tex. Apr. 3, 2024) (“Trinity Champion Plea”), ECF No. 120.

[214] Press Release, DOJ, Fourteen Indicted in Pharmaceutical Kickback Case, (Feb. 22, 2024), https://www.justice.gov/usao-ndtx/pr/fourteen-indicted-pharmaceutical-kickback-case.

[215] Indictment, United States v. Mortazavi et al, No. 3:24-CR-00049 (N.D. Tex. Feb. 1, 2024); Factual Resumes, United States v. Mortazavi et al., No. 3:24-CR-00049 (N.D. Tex. April 3, 2024), ECF Nos. 122, 125.

[216] Id.

[217] Id.

[218] Id.

[219] Id.

[220] Id.

[221] Id.

[222] Hexamed Plea at 2; Trinity Champion Plea at 2.

[223] Hexamed Plea at 3; Trinity Champion Plea at 3.

[224] Orders Accepting Reports and Recommendations on Guilty Pleas, United States v. Mortazavi et al., No. 3:24-CR-00049 (N.D. Tex. Nov. 14, 2024), ECF Nos. 177, 178.

[225] Plea Agreement, United v. States JDM Supply LLC, 24-cr-10309 (D. Mass Oct. 2, 2024).

[226] Press Release, DOJ, California Company Charged with Conspiring to Sell Misbranded N95 Masks to Hospital in Early Months of COVID-19 Pandemic (Oct. 29, 2024), https://www.justice.gov/usao-ma/pr/california-company-charged-conspiring-sell-misbranded-n95-masks-hospital-early-months.

[227] Plea Agreement, United v. States JDM Supply LLC, 24-cr-10309 (D. Mass Oct. 2, 2024).

[228] Procedural Order, United v. States JDM Supply LLC, 24-cr-10309 (D. Mass. Oct. 29, 2024).

[229] Plea Agreement, United States v. KBC Capital LLC, No. 1:24-cr-10226-FDS (D. Mass Jul. 31, 2024) (“KBC Capital Plea Agreement”).

[230] KBC Capital Plea Agreement at 9-13; Press Release, DOJ, After-Market Firearm Accessory Manufacturer and Distributor Agrees to Plead Guilty to Illegal Distribution of Firearm Silencers (Aug. 1, 2024), https://www.justice.gov/usao-ma/pr/after-market-firearm-accessory-manufacturer-and-distributor-agrees-plead-guilty-illegal.

[231] KBC Capital Plea Agreement at 2-4.

[232] Plea Agreement, United States v. KVK Research, 24-CR-00069 (E.D. Pa. Mar. 6, 2024) (“KVK Plea”).

[233] KVK Plea at 7.

[234] KVK Plea at 2-5.

[235] KVK Plea at 7-10.

[236] Deferred Prosecution Agreement, United States v. KVK Tech Inc., 24-0069 (E.D. Pa. Feb. 26, 2024) (“KVK Tech DPA”).

[237] KVK Tech DPA at 1-3.

[238] KVK Tech DPA at 9-13.

[239] Press Release, DOJ, Generic Pharmaceuticals Manufacturer Pleads Guilty, Agrees to $1.5 Million Criminal Penalty for Distributing Adulterated Drugs and $2 Million to Resolve Civil Liability under the False Claims Act (Mar. 6, 2024), https://www.justice.gov/opa/pr/generic-pharmaceuticals-manufacturer-pleads-guilty-agrees-15-million-criminal-penalty.

[240] Id.

[241] Plea Agreement, United States v. Limited Properties, Inc., No. 6:24-cr-00032-TMC (D.S.C. July 23, 2024), ECF No. 118.

[242] Superseding Indictment, United States v. Randy Scott Cannon et al., No. 6:24-cr-00032 (D.S.C. Feb. 13, 2024).

[243] Plea Agreement, United States v. Limited Properties, Inc., No. 6:24-cr-00032-TMC (D.S.C. July 23, 2024).

[244] Plea Agreement, United States v. Stinson et al., No. 1:21-cr-00044 (W.D. Ky. Jan. 18, 2024), ECF No. 42.

[245] Id. at 2.

[246] Judgment, United States v. Stinson et al., No. 1:21-cr-00044 (W.D. Ky. Aug. 19, 2024), ECF No. 54.

[247] Plea Agreement, United States v. Magellan Diagnostics, Inc., No. 1:24-cr-10144-PBS (D. Mass. May 21, 2024) (“Magellan Plea Agreement”); Deferred Prosecution Agreement, United States v. Magellan Diagnostics, Inc., No. 1:24-cr-10144-PBS (D. Mass. May 21, 2024) (“Magellan DPA”); see also Press Release, Magellan Diagnostics Pleads Guilty to Criminal FDCA Charges (Jun. 27, 2024), https://www.justice.gov/usao-ma/pr/magellan-diagnostics-pleads-guilty-criminal-fdca-charges.

[248] Press Release, DOJ, Magellan Diagnostics Pleads Guilty to Criminal FDCA Charges (Jun. 27, 2024), https://www.justice.gov/usao-ma/pr/magellan-diagnostics-pleads-guilty-criminal-fdca-charges (“Magellan Press Release”).

[249] Magellan Plea Agreement at 10.

[250] Magellan Press Release.

[251] Magellan Plea at 11-12.

[252] Magellan DPA at 1.

[253] Magellan Press Release; Magellan Plea Agreement at 2-3.; Magellan DPA at 4.

[254] Magellan DPA at 9.

[255] Plea Agreement, United States v. MAM Construction, No. 23-cr-423 (D.P.R. Oct. 16, 2024)

[256] Plea Agreement, United States v. Martinez Builders Supply, LLC, No. 24-cr-14035 (S.D. Fla Oct. 28, 2024).

[257] Press Release, DOJ, Florida Company and Former Employee Plead Guilty to Conspiring to Harbor Aliens by Means of Employment (Oct. 28, 2024), https://www.justice.gov/usao-sdfl/pr/florida-company-and-former-employee-plead-guilty-conspiring-harbor-aliens-means.

[258] Judgment, United States v. Martinez Builders Supply, LLC, No. 24-cr-14035 (S.D. Fla Jan. 24, 2025).

[259] See Plea Agreement, United States v. Mary Mahoney’s Old French House, Inc., No. 1:24-cr-00045 (S.D. Miss. May 30, 2024), ECF No. 12.

[260] Id. at 5.

[261] Press Release, DOJ, Mary Mahoney’s Old French House and Manager Sentenced for Conspiracy and Misbranding of Seafood, (Nov. 18, 2024), https://www.justice.gov/usao-sdms/pr/mary-mahoneys-old-french-house-and-manager-sentenced-conspiracy-and-misbranding.

[262] See Amended Judgment, United States v. Mary Mahoney’s Old French House, Inc., No. 1:24-cr-00045 (S.D. Miss. Nov. 21, 2024), ECF No. 25.

[263] See Press Release, DOJ, Mary Mahoney’s Old French House and Manager Sentenced for Conspiracy and Misbranding of Seafood (Nov. 18, 2024), https://www.justice.gov/usao-sdms/pr/mary-mahoneys-old-french-house-and-manager-sentenced-conspiracy-and-misbranding.

[264] Deferred Prosecution Agreement, United States v. McKinsey and Company Africa (Pty) LTD, No. 1:24-cr-00669-CM (S.D.N.Y. Dec. 5, 2024), https://www.justice.gov/media/1379421/dl.

[265] See Press Release, DOJ, McKinsey & Company Africa to Pay Over $122M in Connection with Bribery of South African Government Officials (Dec. 5, 2024), https://www.justice.gov/opa/pr/mckinsey-company-africa-pay-over-122m-connection-bribery-south-african-government-officials.

[266] Id.

[267] Press Release, DOJ, Justice Department Announces Resolution of Criminal and Civil Investigations into McKinsey & Company’s Work with Purdue Pharma L.P.; Former McKinsey Senior Partner Charged with Obstruction of Justice (Dec. 13, 2024), https://www.justice.gov/usao-ma/pr/justice-department-announces-resolution-criminal-and-civil-investigations-mckinsey (“McKinsey MA Press Release”); Deferred Prosecution Agreement, United States v. McKinsey & Company, Inc. United States, No. 1:24-CR-00046 (W.D. Va Dec. 13, 2024), ECF No. 2 (“McKinsey DPA”).

[268] Agreed Order Compelling Compliance, In re: McKinsey & Company, Inc., No. 1:24-MC-00013-RSB (W.D. Va. Dec. 13, 2024), ECF No. 2.

[269] See McKinsey MA Press Release; McKinsey DPA.

[270] See id.

[271] See 21 U.S.C. § 333(a)(1).

[272] McKinsey DPA, Attachment 3 at 59-64.

[273] Plea Agreement, United States v. Martin Elling, 1:24-cr-00045-RSB-PMS (W. D. Va Dec. 13, 2024).

[274] McKinsey DPA, Attachment 6.

[275] McKinsey DPA, Attachments 9A-9D; see United States v. McKinsey & Company, Inc. United States, No. 1:24-CV-00063 (W.D. Va.).

[276] McKinsey DPA, at 2.

[277] Id. at 13.

[278] McKinsey DPA, Attachment 2A.

[279] Settlement Agreement, available at https://www.justice.gov/opa/pr/justice-department-announces-resolution-criminal-and-civil-investigations-mckinsey-companys.

[280] NPA, MGM Grand Hotel, LLC (C.D. Cal. Jan. 9, 2024) (“MGM NPA”); NPA, The Cosmopolitan of Las Vegas (C.D. Cal. Jan. 11, 2024) (“Cosmopolitan NPA”).

[281] Id.

[282] Press Release, DOJ, U.S. Atty’s Office for the C.D. Cal., Former President of MGM Grand Pleads Guilty to Violating the Bank Secrecy Act for Allowing Man Involved in Criminal Conduct to Gamble (Jan. 25, 2024), https://www.justice.gov/usao-cdca/pr/former-president-mgm-grand-pleads-guilty-violating-bank-secrecy-act-allowing-man

[284] Id.

[285] See MGM NPA; see also Cosmopolitan NPA.

[286] Id.

[287] Plea Agreement, United States v. Mold Wranglers, Inc., No. 6:24-cr-00025-MTD (D. Mont. Oct. 24, 2024) (“Mold Wranglers Plea Agreement”).

[288] Press Release, DOJ, Kalispell company admits filing false claims for payment to federal agency claiming an abatement of lead paint in veterans housing at Fort Harrison (Nov. 5, 2024), https://www.justice.gov/usao-mt/pr/kalispell-company-admits-filing-false-claims-payment-federal-agency-claiming-abatement.

[289] Id.

[290] NPA, United States v. Morgan Stanley & Co. LLC (Jan. 12, 2024) (“Morgan Stanley NPA”); Press Release, DOJ, Morgan Stanley & Co. LLC To Enter into a Non-Prosecution Agreement and to Pay $153 Million in Financial Penalties (Jan. 12, 2024), https://www.justice.gov/usao-sdny/pr/us-attorney-announces-agreements-morgan-stanley-and-former-senior-employee-pawan-passi.

[291] Morgan Stanley NPA.

[292] Morgan Stanley NPA.

[293] Press Release, DOJ, Morgan Stanley & Co. LLC To Enter into a Non-Prosecution Agreement and to Pay $153 Million in Financial Penalties (Jan. 12, 2024), https://www.justice.gov/usao-sdny/pr/us-attorney-announces-agreements-morgan-stanley-and-former-senior-employee-pawan-passi.

[294] Morgan Stanley NPA at 2.

[295] Morgan Stanley NPA at 3.

[296] Press Release, DOJ, U.S. Attorney Announces Agreements With Morgan Stanley And Former Senior Employee, Pawan Passi, In Connection With Deceptive Practices In Block Trades Business (Jan. 12, 2024), https://www.justice.gov/usao-sdny/pr/us-attorney-announces-agreements-morgan-stanley-and-former-senior-employee-pawan-passi.

[297] Order Instituting Administrative and Cease-and-Desist Proceedings, In the matter of Morgan Stanley & Co. LLC, Exchange Release No. 99336 (Jan. 12, 2024).

[298] Id.

[299] Plea Agreement, United States v. N. Ali Enterprises, Inc., No. 2:18-cr-257-DJC (E.D. Cal. Jan. 11, 2024) (“N. Ali Enterprises Plea Agreement”); Plea Agreement, United States v. 21st Century Distribution, Inc., No. 2:18-cr-257-DJC (E.D. Cal. Jan. 11, 2024) (“21st Century Distribution Plea Agreement”).

[300] Press Release, U.S. Atty.’s Office for the E.D. of Ca., Corporate President and Two Corporations Plead Guilty to 20 Counts of Mail and Wire Fraud in Multimillion Dollar California Excise Tax Scheme (Jan. 12, 2024), https://www.justice.gov/usao-edca/pr/corporate-president-and-two-corporations-plead-guilty-20-counts-mail-and-wire-fraud.

[301] See N. Ali Enterprises Plea Agreement; 21st Century Distribution Plea Agreement.

[302] Press Release, U.S. Atty’s Office for the E.D. of Ca., Corporate President Sentenced to Prison for Multimillion Dollar California Excise Tax Scheme (Aug. 1, 2024), https://www.justice.gov/usao-edca/pr/corporate-president-sentenced-prison-multimillion-dollar-california-excise-tax-scheme.

[303] See N. Ali Enterprises Plea Agreement; 21st Century Distribution Plea Agreement.

[304] Press Release, DOJ, Long Island Construction Company Pleads Guilty to Worker Safety Violation Causing Death of an Employee (Jan. 5, 2024), https://www.justice.gov/opa/pr/long-island-construction-company-pleads-guilty-worker-safety-violation-causing-death.

[305] Id.

[306] Id.

[307] Id.

[308] Plea Agreement, United States v. Peticub Pharmacy Corp., No. 2:23-cr-00375-DMG-2 (C.D. Cal. Mar. 11, 2024), ECF No. 47 (“Peticub Plea Agreement”).

[309] See Peticub Plea Agreement; Sentencing Memorandum, United States v. Shaoulian, et al., No. 2:23-cr-00375-DMG-2 (C.D. Cal. Jul.17, 2024).

[310] Peticub Plea Agreement at 3.

[311] Judgment and Commitment Order, United States v. Peticub Pharmacy Corp., No. 2:23-cr-00375-DMG-2 (C.D. Cal. Aug. 7, 2024).

[312] Plea Agreement, United States v. Prive Overseas Marine, LLC and Prive Shipping Denizcilik Ticaret, A.S., No. 2:24-CR-00074 (E.D. La., May 21, 2024).

[313] Criminal Information at 5, United States v. Prive Overseas Marine, LLC and Prive Shipping Denizcilik Ticaret, A.S., No. 2:24-CR-00074 (E.D. La., Apr. 1, 2024).

[314] Id. at 7, 8.

[315] Judgment, United States v. Prive Overseas Marine, LLC and Prive Shipping Denizcilik Ticaret, A.S., No. 2:24-CR-00074 (E.D. La., Oct. 1, 2024).

[316] Id.

[317] Letter from DOJ regarding Proterial Cable America, Inc. (f/k/a Hitachi Cable America Inc.) (Apr. 12, 2024), https://www.justice.gov/criminal/media/1348111/dl?inline.

[318] Id.

[319] Id.

[320] Plea Agreement, United States v. Q Link Wireless, LLC, No. 24-cr-20363 (S.D. Fla. Oct. 15, 2024) (“Q Link Plea Agreement”).

[321] Information, United States v. Q Link Wireless, LLC, No. 24-cr-20363 (S.D. Fla. Aug. 22, 2024).

[322] Id.

[323] Q Link Plea Agreement at 3.

[324] Q Link Plea Agreement at 5

[325] Plea Agreement, United States v. Quality Poultry and Seafood, Inc., No. 1:24-cr-00089 (S.D. Miss. Aug. 27, 2024), ECF No. 15.

[326] Press Release, DOJ, United States v. Quality Poultry and Seafood, et al. (Sept. 3, 2024), https://www.justice.gov/enrd/case/united-states-v-quality-poultry-and-seafood-et-al. (“QPS Press Release”).

[327] QPS Press Release.

[328] Judgment, United States v. Quality Poultry and Seafood, Inc., No. 1:24-cr-00089 (S.D. Miss. Dec. 17, 2024), ECF No. 21.

[329] Id.

[330] DPA, United States v. Raytheon Company, No. 1:24-cr-10319-NMG (D. Mass. Oct. 16, 2024) (“Raytheon D. Mass. DPA”); DPA, United States v. Raytheon Company, No. 1:24-cr-00399-RER (E.D.N.Y. Oct. 16, 2024) (“Raytheon E.D.N.Y. DPA”); Order Instituting Cease-and-Desist Proceedings, In the matter of RTX Corp., Exchange Act Release No. 101353 (Oct. 16, 2024).

[331] Order Instituting Cease-and-Desist Proceedings, In the matter of RTX Corp., Exchange Act Release No. 101353 (Oct. 16, 2024).

[332] Settlement Agreement (Oct. 16, 2024), available at https://www.justice.gov/opa/pr/raytheon-company-pay-over-950m-connection-defective-pricing-foreign-bribery-and-export.

[333] Raytheon D. Mass DPA; Raytheon E.D.N.Y. DPA.

[334] See Plea Agreement, United States of America v. RKB Handyman Services, Inc., No. 24-cr-00109 (June 21, 2024).

[335] See Information, United States of America v. RKB Handyman Services, Inc., No. 24-cr-00109 (E.D. Pa. Mar. 20, 2024); Guilty Plea Memorandum, United States of America v. RKB Handyman Services, Inc., No. 24-cr-00109 (E.D. Pa. June 21, 2024).

[336] See id.

[337] See Judgment, United States of America v. RKB Handyman Services, Inc., No. 24-cr-00109 (E.D. Pa. June 21, 2024).

[338] Deferred Prosecution Agreement, United States of America vs. SAP SE, 1:23-cr-00202 (E.D. Va. Jan. 10, 2024), available at https://www.justice.gov/opa/media/1332661/dl?inline.

[339] Id. at 4-6.

[340] Id. at 7.

[341] Id. at 7-8.

[342] Order Instituting Cease-and-Desist Proceedings, In the matter of SAP SE, Exchange Act Release No. 99308 (Jan. 10, 2024).

[343] Plea Agreement, United States v. Satori Recovery Center LLC, 8:24-cr-00106-DMG (C.D. Cal. Sept. 5, 2024).

[344] Id.

[345] Id.

[346] ECF No. 9, Plea Agreement, United States v. Siemens Energy, Inc., No. 3:24-cr-141 (E.D. Va. Sept. 30, 2024) (“Siemens Plea Agreement”).

[347] Press Release, DOJ, Siemens Energy, Inc. pleads guilty to stealing confidential competitor information in $104M resolution after former corporate executive and others were sentenced (Sept. 30, 2024), https://www.justice.gov/usao-edva/pr/siemens-energy-inc-pleads-guilty-stealing-confidential-competitor-information-104m (“Siemens Press Release”).

[348] Siemens Press Release.

[349] Siemens Plea Agreement at 3, 5-6.

[350] Judgment as to Siemens, United States v. Siemens Energy Inc., No. 3:24-cr-00141-DJN (E.D. Va. Dec. 5, 2024), ECF No. 24.

[351] Siemens Press Release.

[352] Plea Agreement, United States v. Star Enterprises, 24-CR-00039 (D.P.R. February 14, 2024).

[353] Id.

[354] See id.

[355] Judgment, United States v. Star Enterprises Inc., 24-CR-00039 (D.P.R. July 2, 2024).

[356] Plea Agreement, United States v. Taaj Services US LLC, No. 3:24-cr-01322-BAS (C.D. Cal. May 20, 2024).

[357] Id.

[358] Id. at 3.

[359] Id.; see Press Release, U.S. Atty.’s Office for the S.D. of Cal., Money Transmitting Business Pleads Guilty to Failing to Report Transactions; Agrees to Forfeit $700,000 (Jun. 26, 2024), https://www.justice.gov/usao-sdca/pr/money-transmitting-business-pleads-guilty-failing-report-transactions-agrees-forfeit.

[360] Plea Agreement, United States v. TD Bank, N.A., No. 2:24-cr-00667-ES (D.N.J. Oct. 10, 2024) (“TDBNA Plea Agreement”); Plea Agreement, United States v. TD Bank US Holding Company, No. 2:24-cr-00668-ES (D.N.J. Oct. 10, 2024) (“TDBUSH Plea Agreement”).

[361] Press Release, DOJ, TD Bank Pleads Guilty to Bank Secrecy Act and Money Laundering Conspiracy Violations in $1.8B Resolution (Oct. 10, 2024), https://www.justice.gov/opa/pr/td-bank-pleads-guilty-bank-secrecy-act-and-money-laundering-conspiracy-violations-18b (“TD Bank Press Release”).

[362] TDBNA Plea Agreement at 2; TDBUSH Plea Agreement at 2.

[363] Id.

[364] Id.

[365] TD Bank Press Release.

[366] TDBUSH Plea Agreement at 21.

[367] Deferred Prosecution Agreement, United States v. TD Securities (USA) LLC, No. 2:24-cr-00623 (D.N.J. Sept. 30, 2024) (“TD Securities DPA”).

[368] See Press Release, DOJ, TD Securities to Pay $15.5M in Connection with Scheme to Defraud U.S. Treasuries Markets (Sept. 30, 2024), https://www.justice.gov/opa/pr/td-securities-pay-155m-connection-scheme-defraud-us-treasuries-markets (“TD Securities Press Release”); Order Instituting Cease-and-Desist Proceedings, In the matter of TD Securities (USA) LLC, Exchange Act Release No. 101221 (Sept. 30, 2024).

[369] TD Securities DPA at 34-35.

[370] TD Securities Press Release.

[371] TD Securities DPA at 6.

[372] TD Securities DPA at 4.

[373] TD Securities DPA at 5.

[374] See DPA, United States v. Telefónica Venezolana C.A., No. 1:24-cr-00633-DEH-1 (S.D.N.Y. Nov. 8, 2024), https://www.justice.gov/media/1376656/dl (“Telefónica Venezolana DPA”).

[375] Press Release, DOJ, Telefónica Venezolana to Pay Over $85M to Resolve Foreign Bribery Investigation (Nov. 8, 2024), https://www.justice.gov/opa/pr/telefonica-venezolana-pay-over-85m-resolve-foreign-bribery-investigation.

[376] Telefónica Venezolana DPA at 10.

[377] Id. at 7–8, 12–13.

[378] Plea Agreement, United States v. Tip the Scale, LLC, No. 3:24-cr-05103-BHS (W.D.Wa. June 13, 2024) (“TIP Plea Agreement”).

[379] Id.; Press Release, DOJ, Tacoma Company Pleads Guilty and Sentenced for False Declarations on Timber Imports (June 14, 2024), https://www.justice.gov/opa/pr/tacoma-company-pleads-guilty-and-sentenced-false-declarations-timber-imports

[380] TIP Plea Agreement

[381] Id., Attach. A.

[382] Judgment, United States v. Tip the Scale, LLC, No. 3:24-cr-05103-BHS (W.D.Wa. June 13, 2024).

[383] Press Release, DOJ, Texas Petrochemical Company Pleads Guilty to Clean Air Act Violation and Fined More than $30 Million in Criminal Fines and Civil Penalties Related to Explosions at Its Facility in Port Neches (May 21, 2024), https://www.justice.gov/opa/pr/texas-petrochemical-company-pleads-guilty-clean-air-act-violation-and-fined-more-30-million (“TPC Press Release”).

[384] Criminal Information at 1, 3–4, United States v. TPC Group LLC, No. 1:24-CR-00039 (E.D. Tex Apr. 30, 2024).

[385] TPC Press Release; Sentencing Memorandum, United States v. TPC Group LLC, No. 1:24-CR-00039 (E.D. Tex. Oct. 3, 2024).

[386] Oral Order, United States v. TPC Group LLC, No. 1:24-CR-00039 (E.D. Tex Jan. 10, 2025).

[387] Press Release, Tex. Att’y Gen., Attorney General Ken Paxton Secures Over $100 Million in Environmental Penalties From Company Responsible for 2019 Chemical Manufacturing Plant Explosion, Attorney General of Texas (Nov. 22, 2024), https://www.texasattorneygeneral.gov/news/releases/attorney-general-ken-paxton-secures-over-100-million-environmental-penalties-company-responsible.

[388] Id.; Kayla Guo, Texas Reaches $12.6 Million Settlement in Connection with 2019 Port Neches Chemical Plant Explosion, Tex. Trib. (Nov. 22, 2024), https://www.texastribune.org/2024/11/22/texas-port-neches-plant-explosion-settlement/.

[389] TPC Press Release.

[390] Plea Agreement at 1, 7, Attachment A at 1, United States v. Trafigura Beheer B.V., No. 1:23-cr-20476-KMW (S.D. Fla. Mar. 28, 2024).

[391] Id., Attachment A at 4.

[392] Id. at 19–20.

[393] Id. at 19.

[394] Id. at 6, 8, Attachment D.

[395] Plea Agreement at 2, 6, United States v. Tribar Technologies, LLC, No. 2:24-cr-20552 (E.D. Mich. Dec. 18, 2024).

[396] Id. at 1.

[397] Id. at 6, 8–9.

[398] Id. at 1–2, App’x A.

[399] Id. at 16.

[400] Plea Agreement at 1–2, 4, United States v. Valley Processing Inc., No. 1:22-cr-02097-SAB (E.D. Wa. Dec. 17, 2024).

[401] Id. at 12–19.

[402] Id. at 17.

[403] Press Release, DOJ, Fruit Juice Manufacturing Company and Its Former President Plead Guilty to Food Safety Crimes (Dec. 19, 2024), www.justice.gov/opa/pr/fruit-juice-manufacturing-company-and-its-former-president-plead-guilty-food-safety-crimes (“VPI Press Release”).

[404] Id.; Plea Agreement at 30–31.

[405] VPI Press Release.

[406] Plea Agreement at 1, United States v. Valley Property Partners LLC, No. 3:24-CR-00117-ARS (D.N.D. Aug. 30, 2024) (“VPP Plea Agreement”).

[407] Id. at 2; Press Release, DOJ, Moorhead, Minnesota, Real Estate Company Sentenced for Failing to Provide Lead-Based Paint Disclosure (Dec. 3, 2024), https://www.justice.gov/usao-nd/pr/moorhead-minnesota-real-estate-company-sentenced-failing-provide-lead-based-paint (“VPP Press Release”).

[408] VPP Plea Agreement at 2.

[409] Id. at 1, 7–8.

[410] VPP Press Release.

[411] Plea Agreement at 1, United States v. Vitamin Shack and Shakes, LLC, No. 4:23-CR-00195 (S.D. Tex. Dec. 6, 2024).

[412] Id.

[413] Id. at 6-7.

[414] Id. at 2, 9.

[415] Id. at 10.

[416] Id. at 9.

[417] Plea Agreement at 1–2, United States v. Vulto Creamery LLC, No. 3:24-CR-62 (N.D.N.Y Mar. 5, 2024).

[418] Id. at 6–9; Criminal Information, United States v. Vulto Creamery LLC, No. 3:24-CR-62 (N.D.N.Y Jan. 30, 2024).

[419] Id. at 5-9.

[420] Id. at 9.

[421] Id.

[422] Judgment, United States v. Vulto Creamery LLC, No. 3:24-CR-62 (N.D.N.Y Jul. 17, 2024).

[423] Plea Agreement, United States v. Western Sea, Inc., No. 22-CR-00012 (D. Me. Mar. 11, 2024).

[424] Indictment, United States v. Western Sea, Inc., No. 22-CR-00012 (D. Me. Mar. 11, 2024).

[425] Id.; Press Release, DOJ, Sentences Handed Down for Multi-Year Scheme to Subvert Commercial Fishing Regulations (July 11, 2024), https://www.justice.gov/usao-me/pr/sentences-handed-down-multi-year-scheme-subvert-commercial-fishing-regulations.

[426] Judgment, United States v. Western Sea, Inc., No. 22-CR-00012 (D. Me. Mar. 11, 2024).

[427] NPA, Wynn Las Vegas (S.D. Cal. Sept, 6, 2024) (“Wynn NPA”); see also Wynn Resorts, Ltd., Current Report (Form 8-K) (Sept. 6, 2024), https://wynnresortslimited.gcs-web.com/static-files/c71048b4-e1db-4f80-883f-fa1771e833a4.

[428] See Wynn NPA, Attachment A at iii.

[429] Wynn NPA at 1–2.

[430] Wynn NPA, Attachment B at i.

[431] See Press Release, DOJ, Wynn Las Vegas Forfeits $130 Million for Illegally Conspiring with Unlicensed Money Transmitting Businesses (Sept. 6, 2024), https://www.justice.gov/usao-sdca/pr/wynn-las-vegas-forfeits-130-million-illegally-conspiring-unlicensed-money-transmitting.

[432] Plea Agreement, United States v. Easter, No. 4:24-CR-00626-SEP (E.D. Mo. Dec. 4, 2024), ECF No. 10 (All Out Diesel, LLC), ECF No. 9 (Joseph Easter).

[433] Id. at 2.

[434] Id. at 3.

[435] Id. at 5–6.

[436] Scheduling Order, United States v. Easter, No. 4:24-CR-00626-SEP, ECF No. 6 (E.D. Mo. Dec. 4, 2024).

[437] Plea Agreement, United States v. Clancy Logistics, Inc., No. 3:24-cr-00344-AN-1 (D. Or. Sept. 18, 2024), ECF No. 14 (“Clancy Logistics Plea Agreement”).

[438] Id. at 3–4.

[439] Id. at 4.

[440] Clancy Logistics Plea Agreement, Attachment A, at 2.

[441] Clancy Logistics Plea Agreement at 4.

[442] Plea Agreement, United States v. Clancy Logistics, No. 3:24-cr-00344-AN-2 (D. Or. Sept. 18, 2024), ECF No. 16 (“Timothy Clancy Plea Agreement”).

[443] Clancy Logistics Plea Agreement, Attachment A, at 2.

[444] Scheduling Order, United States v. Clancy Logistics, Inc., No. 3:24-cr-00344-AN-1 (D. Or. Jan. 8, 2025), ECF No. 19.

[445] Plea Agreement, United States v. Diesel & Offroad Authority, LLC, 6:24-cr-00092-MC (D. Or. Apr. 10, 2024), ECF No. 16.

[446] Id. at 2–3.

[447] Id. at 3.

[448] Id.

[449] Judgment, United States v. Diesel & Offroad Authority, LLC, No. 6:24-cr-00092-MC (D. Or. Sept. 6, 2024), ECF No. 32.

[450] Plea Agreement, United States v. Elite Diesel Service, Inc., No. 24-cr-00118 (D. Colo. June 12, 2024), ECF No. 21.

[451] Id. at 5.

[452] Id. at 8–10.

[453] Judgment at 6, United States v. Elite Diesel Service, Inc., No. 24-cr-00118 (D. Colo. Dec. 16, 2024), ECF No. 54 (“Elite Diesel Judgment”).

[454] Elite Diesel Judgment at 6; Press Release, DOJ, Windsor, Colorado Business Owner and Company Sentenced for Conspiring to Delete Emissions Controls on Hundreds of Heavy Duty Diesel Trucks in Violation of the Clean Air Act (Dec. 9, 2024), https://www.justice.gov/usao-co/pr/windsor-colorado-business-owner-and-company-sentenced-conspiring-delete-emissions.

[455] Plea Agreement, Attachments B & C, United States v. Elite Diesel Service, Inc., No. 24-cr-00118 (D. Colo. June 12, 2024), ECF No. 21.

[456] Plea Agreement, United States v. Frock Brothers Trucking, Inc., No. 24-cr-00250-JKM, ECF No. 8 (D. Pa. Oct. 1, 2024) (“Frock Amended Plea Agreement”).

[457] Information at 6–7, United States v. Frock Brothers Trucking, Inc., No. 24-cr-00250-JKM (M.D. Pa. Sept. 19, 2024), ECF No. 1.

[458] Frock Amended Plea Agreement at 9.

[459] Id. at 5.

[460] Rescheduling Order, United States v. Frock Brothers Trucking, Inc., No. 24-CR-00250-JKM (M.D. Pa. Jan. 2, 2025), ECF No. 18.

[461] Plea Agreement as to Hardway Solutions LLC, United States v. Turlak, No. 2:24-cr-00057-TOR-06 (E.D. Wash. Oct. 24, 2024), ECF No. 78 (“Hardway Solutions Plea Agreement”).

[462] Plea Agreement as to Spokane Truck Service LLC, United States v. Turlak, No. 2:24-cr-00057-TOR-3 (E.D. Wash. Dec. 12, 2024), ECF No. 84 (“Spokane Truck Service Plea Agreement”); Plea Agreement as to Pauls Trans LLC, United States v. Turlak, No. 2:24-cr-00057-TOR-4 (E.D. Wash. Dec. 12, 2024), ECF No. 85 (“Pauls Trans Plea Agreement”); Plea Agreement as to PT Express LLC, United States v. Turlak, No. 2:24-cr-00057-TOR-2 (E.D. Wash. Dec. 12, 2024), ECF No. 86 (“PT Express Plea Agreement”); Plea Agreement, United States v. Turlak, No. 2:24-cr-00057-TOR-1, ECF No. 83 (E.D. Wash. Dec. 12, 2024) (“Ivanovich Plea Agreement”).

[463] E.g., Hardway Solutions Plea Agreement at 16; Spokane Truck Service Plea Agreement at 13; Pauls Trans Plea Agreement at 11; PT Express Plea Agreement at 14.

[464] See Spokane Truck Service Plea Agreement at 14–15; Pauls Trans Plea Agreement at 11–12; PT Express Plea Agreement at 14–15.

[465] Hardway Solutions Plea Agreement at 17; Spokane Truck Service Plea Agreement at 16–17; Pauls Trans Plea Agreement at 14; PT Express Plea Agreement at 17.

[466] Hardway Solutions Plea Agreement at 18, Attachment A at 2; Spokane Truck Service Plea Agreement at 20, Attachment A at 2; Pauls Trans Plea Agreement at 17–18, Attachment A at 2; PT Express Plea Agreement at 21, Attachment A at 2.

[467] Hardway Solutions Plea Agreement, Attachment A at 2; Spokane Truck Service Plea Agreement Attachment A at 2; Pauls Trans Plea Agreement, Attachment A at 2; PT Express Plea Agreement, Attachment A at 2.

[468] Spokane Truck Service Plea Agreement at 18; Pauls Trans Plea Agreement at 15; PT Express Plea Agreement at 19; Ivanovich Plea Agreement at 26.

[469] Judgment at 2, 4, United States v. Turlak, No. 2:24-cr-00057-TOR (E.D. Wash. Jan. 22, 2025), ECF No. 106.

[470] Order Accepting Guilty Plea and Setting Sentencing as to Spokane Truck Service LLC, United States v. Turlak, No. 2:24-cr-00057-TOR (E.D. Wash. Dec. 12, 2024), ECF No. 84; id. at ECF No. 85 (Order as to Pauls Trans LLC); id. at ECF No. 86 (Order as to PT Express LLC).

[471] Plea Agreement at 1, United States v. Highway & Heavy Parts, LLC, No. 1:24-cr-00124-MAD (N.D.N.Y. Aug. 16, 2024), ECF No. 29 (“HHP Plea Agreement”); see also Judgment, United States v. Highway & Heavy Parts, LLC, No. 1:24-cr-00124-MAD (N.D.N.Y. Dec. 3, 2024), ECF No. 38 (“HHP Judgment”).

[472] HHP Plea Agreement at 4–6.

[473] Id.

[474] Id. at 6.

[475] HHP Judgment at 2.

[476] Id.

[477] Plea Agreement, United States v. Offringa, No. 1:24-cr-124-MAD, ECF No. 31 at 1–3 (N.D.N.Y Sept. 17, 2024).

[478] See Judgment at 2–3, United States v. DAIM Logistics, Inc., No. 1:21-cr-00016-MAD (N.D.N.Y. Nov. 8, 2024), ECF No. 44; Plea Agreement at 2–3, United States v. DAIM Logistics, Inc., No. 1:21-cr-00016-MAD (N.D.N.Y. Aug. 19, 2021), ECF No. 7.

[479] Plea Agreement, United States vs. Moody Motor Co., Inc., No. 8:24-CR-00043-SMB, ECF No. 11 (D. Neb. April 1, 2024).

[480] Id. at 6.

[481] Id.

[482] Id.

[483] Judgment, United States vs. Moody Motor Co., Inc., No. 8:24-CR-00043-SMB, ECF No. 26 at 3, 5–6 (D. Neb. Jul. 31, 2024).

[484] Plea Agreement, United States v. Racing Performance Northwest LLC, No. 21-cr-5184-BHS (W.D. Wash. March 18, 2024) (“Racing Performance Plea Agreement”); Plea Agreement, United States v. RPM Motors and Sales LLC, No. 21-cr-5148-BHS (W.D. Wash. March 18, 2024) (“RPM Sales Plea Agreement”).

[485] Racing Performance Plea Agreement at 5-7; RPM Sales Plea Agreement at 5-7.

[486] Racing Performance Plea Agreement at 2; RPM Sales Plea Agreement at 2.

[487] See Racing Performance Plea Agreement & RPM Sales Plea Agreement.

[488] Second Superseding Indictment, United States v. Coiteux et al., No. 21-cr-5184-BHS (W.D. Wash. Jan. 24, 2024).

[489] Minute Entry for Sentencing, ECF No. 248, United States v. Coiteux et al., No. 21-cr-5184-BHS (W.D. Wash. Jan. 13, 2025).

[490] Plea Agreement, United States v. Rudy’s Performance Parts, Inc., No. 1:24-cr-00336-TNM (D.D.C. Sept. 10, 2024).

[491] Id. at 2.

[492] Id.

[493] Consent Decree, United States v. Rudy’s Performance Parts, Inc., No. 1:22-cv-00495-TDS-LPA (M.D.N.C. Nov. 1, 2024), ECF No. 84; see Press Release, DOJ, North Carolina Auto Parts Seller and Its Owner to Pay $10M for Making, Selling and Installing Emissions Defeat Devices on Motor Vehicles

(Sept. 10, 2024), https://www.justice.gov/opa/pr/north-carolina-auto-parts-seller-and-its-owner-pay-10m-making-selling-and-installing.

[494] Id.

[495] Serious Fraud Office, News Release, Güralp Sytems Ltd (Nov. 29, 2024) https://www.gov.uk/sfo-cases/guralp-sytems-ltd.

[496] Press Release, Serious Fraud Office, Three Individuals Acquitted as SFO Confirms DPA with Güralp Systems Ltd (Dec. 20, 2019), https://www.sfo.gov.uk/2019/12/20/three-individuals-acquittedas-sfo-confirms-dpa-with-guralp-systems-ltd/.

[497] Approved Judgment, In the Matter of s.45 of the Crime and Courts Act 2013 between Serious Fraud Office and Güralp Systems Limited (Oct. 22, 2019), ¶ 39-40.

[498] Cour d’appel [regional court of appeal] Orléans, SARL Gudno Ordonnance de Validation d’une Convention Judiciaire d’Intérêt Public, May 17, 2024, 20161/70, https://www.justice.gouv.fr/sites/default/files/2024-05/CJIP_GUDNO_OV_20240517.pdf.

[499] La Société Sotec Convention Judiciaire d’Intérêt Public, July 8, 2024, https://www.justice.gouv.fr/sites/default/files/2024-07/CJIP_SOTEC_20240708_.pdf (“Sotec CJIP”); Cour d’appel [regional court of appeal] Paris, La Société Sotec Ordonnance de Validation d’Une Convention Judiciaire D’Intérêt Public, July 10, 2024, 07176092030/82-2024, https://www.justice.gouv.fr/sites/default/files/2024-07/CJIP_SOTEC_OV_20240710.pdf.

[500] L’entreprise gabonaise Sotec paye en France une amende de 500 000 euros pour corruption, RFI (Nov. 7, 2024), https://www.rfi.fr/fr/afrique/20240711-l-entreprise-gabonaise-sotec-paye-en-france-une-amende-de-500-000-euros-pour-corruption.

[501] Sotec CJIP.

[502] Id.

[503] Tribunal Judiciaire de Paris, News Release (July 23, 2024), https://www.tribunal-de-paris.justice.fr/sites/default/files/2024-07/2024-07-22%20-%20CP%20CJIP%20SOTEC.pdf

[504] Sotec CJIP.

[505] Danske Bank A/S Convention judiciaire d’intérêt public (Aug. 27, 2024), https://www.justice.gouv.fr/sites/default/files/2024-09/CJIP_DANSKE_BANK_AS_20240827.pdf (“Danske Bank CJIP”)

[506] Press Release, DOJ, Danske Bank Pleads Guilty to Fraud on U.S. Banks in Multi-Billion Dollar Scheme to Access the U.S. Financial System (Dec. 13, 2022), https://www.justice.gov/opa/pr/danske-bank-pleads-guilty-fraud-us-banks-multi-billion-dollar-scheme-access-us-financial.

[507] Danske Bank CJIP.

[508] Cour d’appel [regional court of appeal] Paris, Ordonnance de validation d’une convention judiciare d’intérêt public, Sept. 18, 2024, 14050000347/106-2024, https://www.justice.gouv.fr/sites/default/files/2024-09/CJIP_DANSKE_BANK_AS_OV_20240918.pdf. See News Release, Ministère de la Justice (Sept. 18, 2024), https://files.lbr.cloud/public/2024-09/240918_CP%20CJIP%20Danske%20Bank%20-%20VD.pdf?VersionId=tmuUvOlaLT2wJfDqNT.KRRGvGyIkAIQk.

[509] Id.

[516] Cour d’appel [regional court of appeal] Paris, Ordonnance de validation d’une convention judiciaire d’intérêt public, Dec. 9. 2024, 14107000071/167-2024, https://www.justice.gouv.fr/sites/default/files/2024-12/CJIP_AREVA_%20ORANO_OV_20241209.pdf.

[517] Areva SA and Orano Mining SAS Convention judiciaire d’intérêt public (Dec. 2, 2024), https://www.justice.gouv.fr/sites/default/files/2024-12/CJIP_AREVA_%20ORANO_20241202.pdf

[518] Id.

[519] Press Release, Ministerio Público Fiscal [Argentina], Luego de dos jornadas consecutivas, finalizó el ‘Diálogo técnico regional sobre responsabilidad de las personas jurídicas por la comisión de hechos de corrupción’ (May 9, 2024), https://www.mpf.gob.ar/pia/luego-de-dos-jornadas-consecutivas-finalizo-el-dialogo-tecnico-regional-sobre-responsabilidad-de-las-personas-juridicas-por-la-comision-de-hechos-de-corrupcion/.

[520] Id.

[521] See Ana de Liz, Argentina inches closer to first corporate criminal resolution, Glob. Investigations Rev. (July 4, 2024), https://globalinvestigationsreview.com/article/argentina-inches-closer-first-corporate-criminal-resolution; Mariel Fitz Patrick, Securitas, Kueider, Bordet y las relaciones de poder e irregularidades, Análisis (Dec. 15, 2024), https://www.analisisdigital.com.ar/provinciales/2024/12/15/kueider-por-que-quedo-el-exsenador-implicado-en-el-caso-securitas.

[522] Id.

[523] Id.

[524] Id.

[525] Seatrium in $134 million settlement over Brazil’s Operation Car Wash, Seatrade Mar. News (Feb. 26, 2024), https://www.seatrade-maritime.com/shipyards/seatrium-134-million-settlement-over-brazils-operation-car-wash (“Seatrium Article”).

[526] See Ricardo Brito, Brazil’s Supreme Court confirms decision to annul Lula convictions, Reuters (April 15, 2021), https://www.reuters.com/world/americas/brazils-supreme-court-confirms-decision-annul-lula-convictions-2021-04-15/.

[527] Seatrium Article.

[528] Id.

[529] Press Release, Controladoria-Geral da União [Brazil], Empresa é multada em R$ 2 milhões por comercializar dados do Siscomex [Company fined R$ 2 million for selling Siscomex data] (May 24, 2024), https://www.gov.br/mdic/pt-br/assuntos/noticias/2024/maio/empresa-e-multada-em-r-2-milhoes-por-comercializar-dados-do-siscomex (“CGU Chemtrade Brasil Press Release”).

[530] Id.

[531] Press Release, Controladoria-Geral da União [Brazil], CGU aplica multa a mais uma empresa envolvida na Operação Spy [CGU fines yet another company involved in Operation Spy] (Dec. 22, 2023), https://www.gov.br/cgu/pt-br/assuntos/noticias/2023/12/cgu-aplica-multa-a-mais-uma-empresa-envolvida-na-operacao-spy.

[532] See CGU Chemtrade Brasil Press Release; CGU, Decisão no. 120, processo no. 00190.102408/2022-49, Ministro: Vinícius Marques de Carvalho, 9.8.2024, 69, D.O.U., 10.04.2024, 93, https://www.in.gov.br/web/dou/-/decisao-n-120-de-9-de-agosto-de-2024-553036174.

[533] CGU Chemtrade Brasil Press Release.

[534] Craig Buchan, CGU, AGU fine Freepoint $22.6 million over Petrobras bribery scheme, Glob. Investigations Rev. (Nov. 15, 2024), https://globalinvestigationsreview.com/news-and-features/investigators-guides/brazil/article/cgu-agu-fine-freepoint-over-petrobras-bribery-scheme.

[535] Id.

[536] Deferred Prosecution Agreement, United States v. Freepoint Commodities LLC, No. 3:23-cr-00224 (D. Conn. Dec. 14, 2023), at 6-8 (“Freepoint DPA”), https://www.justice.gov/opa/media/‌1329266‌‌/dl?inline.

[537] Id. at 6; see also Press Release, DOJ, Commodities Trading Company Agrees to Pay Over $98M to Resolve Foreign Bribery Case (Dec. 14, 2023), https://www.justice.gov/opa/pr/commodities-trading-company-agrees-pay-over-98m-resolve-foreign-bribery-case.

[538] Press Release, Controladoria-Geral do Estado de Minas Gerais [Controller-General of the State of Minas Gerais], CGE, AGE e MPMG assinam acordo de leniência com a empresa SAP Brasil Ltda. [CGE, AGE, and MPMG sign leniency agreement with company SAP Brasil Ltda.] (Dec. 5, 2024), https://cge.mg.gov.br/noticias-artigos/1381-cge-age-e-mpmg-assinam-acordo-de-leniencia-com-a-empresa-sap-brasil-ltda?_sm_au_=iVVLWNR2qPL4sMTsFcVTvKQkcK8MG; Press Release, Advocacia-Geral do Estado de Minas Gerais [Attorney General of the State of Minas Gerais], CGE, AGE e MPMG assinam acordo de leniência com a empresa SAP Brasil Ltda. [AGE, CGE, and MPMG sign leniency agreement with company SAP Brasil Ltda.] (Dec. 4, 2024), https://advocaciageral.mg.gov.br/cge-age-e-mpmg-assinam-acordo-de-leniencia-com-a-empresa-sap-brasil-ltda/; Press Release, Ministério Público do Estado de Minas Gerais [Public Prosecutor of the State of Minas Gerais], CGE, AGE e MPMG assinam acordo de leniência com a empresa SAP Brasil Ltda. [AGE, CGE, and MPMG sign leniency agreement with company SAP Brasil Ltda.] (Dec. 4, 2024), https://www.mpmg.mp.br/portal/menu/comunicacao/noticias/mpmg-cge-e-age-celebram-acordo-de-leniencia-com-a-sap-brasil-ltda.shtml.

[539] Associação dos Procuradores do Estado de Minas Gerais [Association of Minas Gerais State Prosecutors], Após 32 rodadas de negociações, a AGE e a CGE celebram Acordo de Leniência com a empresa SAP Brasil Ltda e mais de R$ 66 milhões recuperados [After 32 rounds of negotiation, AGE and CGE enter a Leniency Agreement with company SAP Brasil Ltda and recover more than R$66 million] (Dec. 6, 2024), https://apeminas.org.br/noticias/apos-32-rodadas-de-negociacoes-a-age-e-a-cge-celebram-acordo-de-leniencia-com-a-empresa-sap-brasil-ltda-e-mais-de-r-66-milhoes-recuperados/

[540] Ana de Liz, SAP fined $11m by Brazilian state agency, Glob. Investigations Rev. (Dec. 4, 2024), https://globalinvestigationsreview.com/article/sap-fined-11m-brazillian-state-agency

[541] Corporate ADRM, National Prosecuting Authority of South Africa (April 19, 2024), https://www.npa.gov.za/media/annexure-part-51-corporate-adrm (“Corporate ADRM”).

[542] Alice Johnson, South Africa expands anti-corruption tool kit, Glob. Investigations Rev. (July 25, 2024), https://globalinvestigationsreview.com/article/south-africa-expands-anti-corruption-tool-kit

[543] Corporate ADRM.

The following Gibson Dunn lawyers prepared this client alert: F. Joseph Warin, Stephanie Brooker, M. Kendall Day, Courtney Brown, Melissa Farrar, Bryan Parr, Justin Accomando, Cordelia Achen, Jackson Akselrad, Alex Buettner, Daniel Carvalho, Douglas Colby, Michael Dziuban, Gus Eyler Betsy Goodwin, Sarah Hafeez, Erika Suh Holmberg, Rachel Jackson, Teddy Kristek, Madelyn La France, Hayley Lawrence, Wynne Leahy, Allison Lewis, Jake McGee, Alex Ogren, Sarah Pongrace, David Reck, Kelly Skowera, Shannon Summer, Yixian Sun, Eric Thompson, Lorena Toussaint, Todd Truesdale, Alyse Ullery-Glod, Mike Ulmer, Blair Watler, Robert Blake Watson, and Matt Weiner.

Gibson Dunn’s lawyers are available to assist in addressing any questions you may have regarding these issues. Please contact the Gibson Dunn lawyer with whom you usually work, the authors, or any leader or member of Gibson Dunn’s White Collar Defense and Investigations or Anti-Corruption and FCPA practice groups:

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F. Joseph Warin (+1 202.887.3609, [email protected])
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Courtney M. Brown (+1 202.955.8685, [email protected])
David P. Burns (+1 202.887.3786, [email protected])
John W.F. Chesley (+1 202.887.3788, [email protected])
Daniel P. Chung (+1 202.887.3729, [email protected])
M. Kendall Day (+1 202.955.8220, [email protected])
Stuart F. Delery (+1 202.955.8515, [email protected])
Michael S. Diamant (+1 202.887.3604, [email protected])
Gustav W. Eyler (+1 202.955.8610, [email protected])
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Patrick F. Stokes (+1 202.955.8504, [email protected])
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David C. Ware (+1 202.887.3652, [email protected])
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Upon her swearing in, Attorney General Pamela Bondi issued a flurry of memoranda seeking to deploy Department of Justice enforcement resources in service of the Trump Administration’s priorities. AG Bondi issued 14 memoranda in total; we survey them below, focusing on those that should be of greatest interest to corporate clients and white collar practitioners.

On their face, the memoranda herald a seismic shift in enforcement priorities for the next four years. AG Bondi has directed Departmental resources toward immigration enforcement, prosecution of human trafficking and smuggling, and disruption of criminal gangs and drug cartels, and away from prior corporate enforcement priorities such as Foreign Corrupt Practices Act (“FCPA”) and Foreign Agents Registration Act (“FARA”) prosecutions against corporations and lobbyists, respectively. In addition, the directives announced the disbanding of three kleptocracy-related programs and the National Security Division’s (“NSD’s”) Corporate Enforcement Unit, along with the elevation of two gang-related Joint Task Forces to the Office of the Attorney General.

The memoranda also indicate a less eye-catching—but nonetheless critical—development: namely, “decentralization” from Main Justice to United States Attorney’s Offices (“USAOs”) of prosecutorial decisions in certain matters. To remove “bureaucratic impediments” to “aggressive” prosecutions of gangs and cartels, AG Bondi has —for now—suspended certain approvals USAOs previously needed from Main Justice components. It is possible that this move could be the first step in a broader reduction of oversight and approvals from Main Justice and a delegation of decision-making authority to local prosecutors, but it is too early to tell just two days into AG Bondi’s tenure.

Significant questions raised by the Attorney General’s memoranda remain, including how profound the changes in DOJ’s enforcement activity ultimately will be, how quickly any such changes will manifest themselves, and whether AG Bondi’s directive that prosecutors seek to bring “the most serious readily provable offense” will offset for corporate defendants the apparent shift in resources away from corporate prosecutions. Notably, the memoranda are forward-looking and remain silent on what to do with pending cases in which DOJ has already invested significant time and resources.

I. The “Total Elimination” Memorandum

For corporate entities, perhaps the most significant memorandum will turn out to be the one calling for a “fundamental change in mindset and approach” to “pursue total elimination” of cartels and transnational criminal organizations (“TCOs”) (emphasis in original). The memorandum seeks to refocus DOJ resources onto cartels and TCOs and to streamline the process of bringing charges against them. To do so, the FCPA Unit and the Money Laundering and Asset Recovery Section (“MLARS”) have been instructed to prioritize cases that relate to cartels and TCOs, with the FCPA Unit directed to shift focus away from cases that lack such a connection. As examples of priority cases, the memorandum cites bribery of foreign officials to facilitate human smuggling or drug trafficking. The memorandum also disbands Task Force KleptoCapture; DOJ’s Kleptocracy Team; and MLARS’s Kleptocracy Asset Recovery Initiative. Attorneys working on those initiatives are to return to their “prior posts.”

It is unclear how much of the FCPA Unit’s “focus” will be redirected towards cartel and TCO-related cases, whether this new “focus” will materially impact already-running FCPA investigations, and whether the FCPA Unit’s corporate enforcement activity will change materially or at the margins. We note that in the coming months, other DOJ sections are likely also to receive guidance instructing them to shift their own priorities, and that the cumulative effect of these shifts may be difficult to predict as a result.

Practitioners should also note that the recent guidance speaks to DOJ’s FCPA enforcement priorities, but the U.S. Securities and Exchange Commission (“SEC”)—which has civil FCPA enforcement authority over U.S. issuers but not private companies—has not yet weighed in. To date, the SEC has not announced any changes to its FCPA enforcement program, although further guidance on that front may be coming. It is possible that in the long run these changes are intended to shift the center of gravity for FCPA enforcement from DOJ to the SEC.

A cautious approach is particularly prudent as the announced changes are—at present—in place for 90 days and subject to renewal. They appear under a section titled “Removing Bureaucratic Impediments to Aggressive Prosecutions,” suggesting that the goal is to increase overall enforcement activity, with a particular focus on cartels and TCOs. The guidance does not necessarily portend an abandonment of corporate FCPA enforcement or a lack of focus on existing FCPA prosecutions and investigations. It is hard to know precisely how the FCPA could fit into an “America First” agenda, but it is worth noting that the majority of major FCPA enforcement actions over the past decade have been of non-U.S. corporations.

The memorandum indicates a clear focus on drug cartels—citing MS-13 and Tren De Aragua. The guidance could encourage prosecutors to use FCPA and related charges more often insofar as they can be marshalled in furtherance of “aggressive” prosecutions of foreign officials who can be tied to TCOs. Investigative activity regarding cartels and TCOs thus could have a spillover effect in the FCPA space. Furthermore, prosecutors may be inclined to take decisive action where bribery is alleged to support—perhaps even indirectly—regimes that facilitate cartel and TCO activity. In this respect, it is worth recalling that Venezuela’s President Nicolas Maduro—whose regime has been the subject of very aggressive FCPA enforcement activity—is himself still under indictment for charges related to corruption and narco-trafficking.

In furtherance of “aggressive” prosecutions, the memorandum sets forth significant (and again, for the moment, temporary) changes to existing processes for charging decisions related to cartels and TCOs. The memorandum suspends approval requirements from Main Justice components before USAOs can proceed with a wide swath of charges, provided those charges are cartel- or TCO-related. For instance, the guidance suspends requirements that NSD approve most terrorism and International Emergency Economic Powers Act (“IEEPA”) charges. Nevertheless, USAOs are still “encouraged” to consult with NSD and the Office of International Affairs and required to provide 24-hour notice of the intention to seek such charges. The guidance likewise suspends the requirement that the FCPA Unit authorize investigations or charges that relate to cartels or TCOs. USAOs are to provide the FCPA Unit with just 24-hours’ notice if they intend to seek FCPA charges, with the FCPA Unit entitled to review charging memoranda but not authorized to require any “new or additional paperwork” from USAOs.

The memorandum also contains a directive for DOJ to advocate for a number of legislative reforms that would make it easier to prosecute conduct associated with the manufacturing and distribution of counterfeit drugs containing fentanyl. These reforms include scheduling certain drugs and broadening provisions of the Controlled Substances Act and Federal Food Drug and Cosmetic Act to “cover manufacturing and other conduct” related to fentanyl, counterfeit pills, and pill-press machines. The sought reforms closely relate to an initiative that DOJ’s Consumer Protection Branch has been advancing related to corporate conduct that facilitates the manufacturing or distribution of counterfeit pills. Relevant to that initiative, the Branch recently stated in a publication that, “given the sharp rise in overdose deaths from counterfeit pills laced with fentanyl, the Branch has broadened its efforts to pursue corporate bad actors facilitating the manufacture, distribution, or sale of counterfeit pills. This includes investigating e-commerce sites and social media platforms that may be allowing traffickers to sell counterfeit pills to teens and young adults. Further, the Branch is investigating companies that may be allowing precursor chemicals and equipment to get into the hands of drug trafficking organizations.” (See the April 2024 Recent Highlights issued by the Consumer Protection Branch.)

II. General Policy Regarding Charging, Plea Negotiations, and Sentencing

In addition to restating some high-level policies on charging, plea bargaining, and sentencing, this memorandum restores a “core principle” of the first Trump Administration that, “in the absence of unusual facts, prosecutors should charge and pursue the most serious, readily provable offense.” Any prosecutorial decision to deviate from this “core principle” must be approved by a U.S. Attorney or Assistant Attorney General (or their designee), with the reasons for the deviation to be documented. The memorandum cites to President Trump’s Executive Order 14147 (Ending the Weaponization of the Federal Government) and instructs that charging decisions must not be influenced by prosecutors’ personal or professional “animosity or careerism.”

The memorandum also instructs that plea bargaining is “governed by the same fundamental considerations” applied in charging decisions, namely pursuing the most serious, readily provable offense. The memorandum directs that prosecutors cannot “abandon pending charges” in favor of a plea that is inconsistent with the “seriousness of the defendant’s conduct at the time the charges were filed.” As to sentencing, the memorandum advises that “[i]n most cases,” sentences within the applicable Sentencing Guidelines will be appropriate.

Finally, the memorandum lists several specific “investigative and charging priorities,” noting that “[f]urther detailed guidance regarding these priorities, and others, will follow.” These “priority” enforcement areas are: (1) immigration enforcement; (2) human trafficking and smuggling; (3) transnational organized crime, cartels, and gangs; (4) protecting law enforcement personnel; (5) shifting resources in NSD; and (6) shifting Bureau of Alcohol, Tobacco and Firearms (“ATF”) resources from alcohol and tobacco-related enforcement programs to “more pressing priorities.” Notably, the FCPA, which was among the Biden Administration’s priorities under its 2021 Strategy on Countering Corruption, is absent from this list.

Of particular note for corporate enforcement are changes at NSD. Citing concerns about “weaponization,” the memorandum instructs that charges under FARA are to be “limited” to “conduct similar to more traditional espionage by foreign government actors.” The memorandum also disbands NSD’s Corporate Enforcement Unit. Although that Unit was already thinly staffed, this directive is consistent with a broader effort to shift enforcement priorities away from corporate investigations and prosecutions.

III. Reinstating the Prohibition on Improper Guidance Documents

AG Bondi moved to reimplement guidance from the first Trump Administration that the Biden Administration had later rescinded. She rescinded former AG Garland’s July 1, 2021 memorandum, Issuance and Use of Guidance Documents by the Department of Justice. That July 2021 memorandum had itself rescinded two DOJ memoranda issued during the first Trump Administration, Prohibition on Improper Guidance Documents (Nov. 16, 2017) and Limiting Use of Agency Guidance Documents in Affirmative Civil Enforcement Cases (Jan. 25, 2018). This move is the latest in a back-and-forth between recent administrations regarding use of DOJ guidance documents.

The memorandum appears to signal the Department’s preparations to rescind memoranda issued under the Biden Administration, which could include, for example, previous guidance on corporate enforcement and compliance.

IV. Reinstating the Prohibition on Improper Third-Party Settlements

As above, AG Bondi moved to restore since-rescinded guidance from the first Trump Administration. AG Bondi rescinded two Biden Administration memoranda related to payments to third parties under DOJ-secured settlements, effectively reimplementing AG Sessions’s June 5, 2017 memorandum, Prohibition on Settlement Payments to Third Parties.

In doing so, the memorandum cites the risk of “improper use of settlements to funnel payments” to third parties, and instructs that, absent special circumstances, settlements—including civil settlements, NPAs, and DPAs—should “not be used to require payments to non-governmental, third-party organizations that were neither victims nor parties” to the proceeding.

V. Other Memoranda and Directives

AG Bondi issued a slate of other memoranda, including documents seeking to implement government-wide Trump Administration priorities such as abolishing Diversity, Equity, and Inclusion (“DEI”) programs and implementing return to work requirements. The memoranda related to DEI programs are the subject of a separate Gibson Dunn client alert.

Restoring the Integrity and Credibility of the Department of Justice: Establishes the Weaponization Working Group to review instances where DOJ’s or other agencies’ actions may have been politically motivated or improper over the last four years. The newly created group will examine various issues, including the conduct of Special Counsel Jack Smith, the Manhattan District Attorney, and the New York Attorney General in targeting President Trump, his family, and businesses. DOJ will update the White House quarterly on the progress of the group’s review.
Ending Illegal DEI and DEIA Discrimination and Preferences: Announces that DOJ’s Civil Rights Division, in line with President Trump’s E.O. 14173, Ending Illegal Discrimination and Restoring Merit-Based Opportunity (Jan. 21, 2025), will “investigate, eliminate, and penalize” DEI programming in private sector and educational institutions that receive federal funds. The memorandum instructs the Civil Rights Division and the Office of Legal Policy to submit a joint memorandum to the Associate Attorney General by March 1, 2025, that contains recommendations on how to accomplish that goal. Notably, this memorandum contemplates proposals for criminal investigations and potential civil compliance investigations of entities with DEI programs.
Eliminating Internal Discriminatory Practices: Instructs all DOJ components to implement the directive of President Trump’s E.O. 14173 by “thoroughly evaluat[ing]” consent decrees, settlement agreements, litigation positions, grants and funding mechanisms, procurements, internal policies and guidance, and contracting arrangements. The memorandum also directs all DOJ components to submit a report to the Attorney General’s Office by March 15, 2025, that details its findings from that evaluation process.
General Policy Regarding Zealous Advocacy on Behalf of the United States: Instructs DOJ attorneys that their responsibilities include “vigorously defending presidential policies and actions against legal challenges on behalf of the United States.” Advises that prosecutorial discretion “does not include latitude to substitute personal political views or judgments for those that prevailed in the election.” The memorandum warns that any attorney who—based on their “personal political views or judgments”—refuses to sign briefs or appear in court, or “otherwise delays or impedes the Department’s mission” will be subject to discipline up to termination.
Return to Full-Time In-Person Work at the Department of Justice: Mandates a return to full-time, in-person work for all DOJ employees by February 24, 2025.
Restoring a Measure of Justice to the Families of Victims of Commuted Murderers: Aims to provide support and justice to families affected by commutations of death sentences and authorizes USAOs to assist local prosecutors in bringing capital cases under state law against those whose federal death sentences were commuted.
Reviving the Federal Death Penalty and Lifting the Moratorium on Federal Executions: Rescinds AG Garland’s Moratorium on Federal Executions Pending Review of Policies and Procedures and instructs that DOJ will instead “swiftly implement[]” death sentences.
Sanctuary Jurisdiction Directives: Addresses policies related to “[s]o-called ‘sanctuary jurisdictions’” and their compliance with federal immigration laws and prohibits DOJ grants to such jurisdictions.
Establishment of Joint Task Force October 7: Establishes Joint Task Force October 7 (“JTF 10-7”) within the Office of the Deputy Attorney General. Supported by related initiatives, JTF 10-7 will focus on “seeking justice for victims of the October 7, 2023, terrorist attack in Israel,” and “combatting antisemitic acts of terrorism and civil rights violations in the homeland.”
Rescinding Environmental Justice Memorandum: Rescinds two Biden Administration memoranda titled Actions to Advance Environmental Justice and Comprehensive Environmental Justice Enforcement Strategy and rescinds “any other” guidance that “implement[s] the prior administration’s ‘environmental justice’ agenda.”

The following Gibson Dunn lawyers prepared this update: F. Joseph Warin, Stephanie Brooker, Stuart Delery, Michael Diamant, Gus Eyler, David Burns, Amy Feagles, Patrick Stokes, Oleh Vretsona, Kendall Day, Winston Chan, Debra Yang Wong, Nicola Hanna, Michael Bopp, Melissa Farrar, David Ware, José Madrid, Bryan Parr, Erika Suh Holmberg, and Michael Jaskiw.

Gibson Dunn’s White Collar Defense and Investigations Practice Group successfully defends corporations and senior corporate executives in a wide range of federal and state investigations and prosecutions, and conducts sensitive internal investigations for leading companies and their boards of directors in almost every business sector. The Group has members across the globe and in every domestic office of the Firm and draws on more than 125 attorneys with deep government experience, including more than 50 former federal and state prosecutors and officials, many of whom served at high levels within the Department of Justice and the Securities and Exchange Commission, as well as former non-U.S. enforcers. Joe Warin, a former federal prosecutor, is co-chair of the Group and served as the U.S. counsel for the compliance monitor for Siemens and as the FCPA compliance monitor for Alliance One International. He previously served as the monitor for Statoil pursuant to a DOJ and SEC enforcement action. He co-authored the seminal law review article on NPAs and DPAs in 2007. M. Kendall Day is a partner in the Group and a former white collar federal prosecutor who spent 15 years at the Department of Justice, rising to the highest career position in the DOJ’s Criminal Division as an Acting Deputy Assistant Attorney General.

Washington, D.C.
F. Joseph Warin (+1 202.887.3609, [email protected])
Stephanie Brooker (+1 202.887.3502, [email protected])
Courtney M. Brown (+1 202.955.8685, [email protected])
David P. Burns (+1 202.887.3786, [email protected])
John W.F. Chesley (+1 202.887.3788, [email protected])
Daniel P. Chung (+1 202.887.3729, [email protected])
M. Kendall Day (+1 202.955.8220, [email protected])
Stuart F. Delery (+1 202.955.8515, [email protected])
Michael S. Diamant (+1 202.887.3604, [email protected])
Gustav W. Eyler (+1 202.955.8610, [email protected])
Melissa Farrar (+1 202.887.3579, [email protected])
Amy Feagles (+1 202.887.3699, [email protected])
Scott D. Hammond (+1 202.887.3684, [email protected])
George J. Hazel (+1 202.887.3674, [email protected])
Adam M. Smith (+1 202.887.3547, [email protected])
Patrick F. Stokes (+1 202.955.8504, [email protected])
Oleh Vretsona (+1 202.887.3779, [email protected])
David C. Ware (+1 202.887.3652, [email protected])
Ella Alves Capone (+1 202.887.3511, [email protected])
Lora Elizabeth MacDonald (+1 202.887.3738, [email protected])
Bryan Parr (+1 202.777.9560, [email protected])
Nicole Lee (+1 202.887.3717, [email protected])
Pedro G. Soto (+1 202.955.8661, [email protected])