July 2026 | SPOTLIGHT | MERGERS & ACQUISITIONS
Financier Worldwide Magazine
The Department of Justice’s (DOJ’s) ‘M&A Safe Harbor’ policy offers companies a potential path to avoid prosecution when misconduct is uncovered during transactions – but its benefits are increasingly difficult to secure.
A rapidly expanding whistleblower landscape – including new financial incentives and broader reporting avenues – heightens the risk that regulators will learn of issues first. In this environment, companies must carefully align diligence, integration and compliance practices to preserve eligibility for Safe Harbor protections.
The DOJ’s M&A Safe Harbor
In October 2023, Lisa Monaco, former US deputy attorney general under the Biden administration, announced a department-wide Safe Harbor policy for voluntary self-disclosures made in the context of M&A transactions.
The policy creates a presumption in favour of declining prosecution of an acquiring company where the company voluntarily self-discloses, fully cooperates, and timely remediates misconduct discovered through M&A due diligence or post-closing integration activities.
To qualify for a criminal declination under the Safe Harbor policy companies must: (i) establish that the misconduct was discovered in connection with a bona fide, arm’s length M&A transaction; (ii) disclose criminal misconduct discovered at the acquired entity within six months from the date of closing (whether it was discovered pre-or...
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