On October 4, 2023, the U.S. Department of Justice (DOJ) announced a uniform approach for the resolution of voluntary self-disclosure (VSD) of misconduct discovered during M&A due diligence. The Mergers & Acquisitions Safe Harbor Policy (M&A Safe Harbor) provides that, absent aggravating factors, the DOJ presumptively will decline to press charges if the acquiring company voluntarily discloses and remediates, in a timely manner, any misconduct discovered during pre- and post-acquisition diligence. This guidance articulates a more consistent and transparent approach than the ad hoc approach that had existed for decades. It also further validates the DOJ’s declared commitment to “placing an enhanced premium on timely compliance-related due diligence and integration.”

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