What is DOJ Directive 26-12?

On October 1, 2026, Assistant Attorney General Colin M. McDonald issued Directive 26-12, outlining how the Department of Justice’s (DOJ) National Fraud Enforcement Division (NFED) will investigate and resolve corporate fraud matters. The memorandum identifies enforcement priorities and charging factors, assigns the Corporate Enforcement Section (CES) a role throughout corporate matters, and directs the development of whistleblower programs.

Companies with exposure to health care, government contracting, tax, or trade fraud should take note of the conduct prosecutors will scrutinize. The directive also emphasizes protecting legitimate business operations and crediting companies that disclose misconduct, cooperate, and remediate.

Four Areas of Priority

The NFED’s corporate investigations will prioritize fraud schemes involving:

1. Health care: Health care fraud, distribution of controlled substances, and violations of the Federal Food, Drug, and Cosmetic Act
2. Public trust or the financial integrity: Fraud that harms Americans and markets in connection with procurement, government contracts, and other government functions
3. Revenue evasion: Significant evasion of internal or external revenue
4. Trade: Tariff evasion, the importation of goods or services, or forced labor

What Factors Will Prosecutors Consider When Charging Companies?

Ten Factors Guiding Charging and Resolution Decisions

In executing this Directive, NFED personnel are instructed to consider the following 10 factors—in addition to the Principles of Federal Prosecution of Business Organizations (Justice Manual §§ 9-28.000, 9-28.300) and the Department-wide Corporate Enforcement and Voluntary-Disclosure Policy—when deciding whether to bring charges or negotiate a plea agreement:

1. Knowledge of or involvement in a fraud scheme by corporate management;
2. Efforts to conceal fraud from government agencies or auditors or otherwise impede or obstruct a government function or oversight;
3. Conduct that furthers a scheme lasting three years or more;
4. Actions that threaten the safety or security of Americans, including military readiness; 
5. Conduct that causes substantial financial hardship to a taxpayer-funded program or government function;
6. Conduct that affects multiple taxpayer-funded programs or government functions;
7. Conduct that affects three or more federal districts;
8. Conduct that results in financial harm to 25 or more victims or at least $25 million in loss; 
9. Conduct involving the exfiltration of American dollars to support foreign adversaries; and
10. Conduct involving immigration offenses.

This is explicitly a non-exhaustive list, and prosecutors may consider other relevant circumstances.

CES Specialists to Remain Involved Through Resolution

Prosecutors will work closely with the CES on investigations from beginning to end. The CES will take primary responsibility for evaluating compliance with corporate criminal resolutions. That work includes:

• Reviewing improvements to compliance programs
• Assessing whether companies have met their reporting obligations
• Addressing issues during the agreement’s term

What this means for companies resolving a matter should therefore expect continued CES involvement as they carry out their obligations.

These instructions concern the NFED’s corporate matters. The directive expressly excludes cases assigned to a District Fraud Counsel by a U.S. Attorney’s Office that are not also supervised by the NFED.

New Whistleblower Programs

The directive requires NFED leadership, in consultation with law enforcement partners, to design and implement programs encouraging credible fraud disclosures. That effort expressly includes encouraging and protecting disclosures by individuals who participated in the misconduct. The memorandum does not specify financial rewards, eligibility requirements, or immunity protections.

Whistleblower information will supplement the NFED’s other investigative methods. The memorandum also describes the use of technology and data analytics through the National Fraud Detection Center and partner components to generate leads and open investigations.

What Should Companies Do Now?

The Directive gives companies reason to examine their reporting and investigation process. Management involvement and concealment are among the factors prosecutors must now weigh heavily. Those already subject to a corporate criminal resolution should be prepared to demonstrate that they are meeting its compliance and reporting requirements.

• Strengthen internal reporting channels. Insiders, including those involved in the misconduct, are now encouraged to go directly to the government. A credible internal reporting process matters more than ever. 
• Review management oversight and escalation. Prosecutors will weigh management knowledge or involvement and any concealment heavily. 
• Prepare to show you are meeting your obligations. Companies already under a corporate criminal resolution should be ready to show the CES that they are meeting all compliance and reporting requirements. 
• Assess your exposure in priority areas. Companies in health care, government contracting, tax, and international trade should review their risk areas against the four priorities.

Contact Our Team

Whether you're reviewing your internal reporting process, responding to a government inquiry, or meeting the terms of an existing resolution, our team can help you assess your risk and respond strategically. For questions about this directive or how it applies to your organization, contact the authors or your regular Ice Miller attorney.

This publication is intended for general information purposes only and does not and is not intended to constitute legal advice. The reader should consult with legal counsel to determine how laws or decisions discussed herein apply to the reader’s specific circumstances.